Edison Brothers Stores, Inc.

                            and

                   The Bank of New York,


                          Trustee
                  _______________________

                         INDENTURE

               Dated as of September 26, 1997

                  _______________________

                      DEBT SECURITIES


          Debt Securities (Cross Reference Sheet*)

This Cross Reference Sheet shows the location in the Indenture of the
provisions inserted pursuant to Sections 310 - 318(a), inclusive, of the
Trust Indenture Act of 1939, as amended.

Trust Indenture Act                Sections of Indenture
 310(a)(1)                               9.08
(a)(2)                                   9.08
(a)(3)                                   Inapplicable
(a)(4)                                   Inapplicable
(a)(5)                                   9.08
  (b)                                    9.07 and 9.09
  (c)                                    Inapplicable
 311(a)                                  9.12
  (b)                                    9.12
  (c)                                    Inapplicable
 312(a)                                  7.01 and 7.02
  (b)                                    7.02
  (c)                                    7.02
 313(a)                                  7.03
  (b)                                    7.03
  (c)                                    7.03
  (d)                                    7.03
 314(a)                                  7.04
(a)(4)                                   1.01 and 6.07
  (b)                                    Inapplicable
(c)(1)                                   13.05
(c)(2)                                   13.05
(c)(3)                                   Inapplicable
  (d)                                    Inapplicable
  (e)                                    13.05
  (f)                                    Inapplicable
 315(a)                                  9.01
  (b)                                    8.08
  (c)                                    9.01
  (d)                                    9.01
  (e)                                    8.07
 316(a)                                  1.01
(a)(1)(A)                                8.01 and 8.06
(a)(1)(B)                                8.01
(a)(2)                                   Inapplicable
  (b)                                    8.09
  (c)                                    13.11
 317(a)(1)                                   8.02
(a)(2)                                   8.02
  (b)                                    6.03
 318(a)                                  13.08

* The Cross Reference Sheet is not part of the Indenture.

                     Table of Contents*
There are TWO table of contents in this document.  When you generate the
ToC, it places the contents of the entire document in both of the table of
contents.  You have the delete the portion not wanted from each ToC.To
clean this ToC:
1)  Search for RECITAL.  Delete from RECITAL to end of ToC.
2)  Block ToC, replace [ ][ ] with [?Indent]

Recitals                                                   1

Article I.  Definitions                                    1
               Section 1.01.Certain Terms Defined          1
                                                         Act       2
                                                   Affiliate       2
                                        Authenticating Agent       2
                                          Board of Directors       2
                                            Board Resolution       2
                                                Business Day       2
                                               Capital Lease       2
                                    Capital Lease Obligation       3
                                                  Commission       3
                                                Common Stock       3
                                                     Company       3
                            Company Request or Company Order       3
                                      Corporate Trust Office       3
                                         Covenant Defeasance       4
                                                     Default       4
                                          Defaulted Interest       4
                                                  Defeasance       4
                                           Defeasible Series       4
                                                  Depositary       4
                                            Event of Default       4
                                                Exchange Act       4
                                                        GAAP       5
                                             Global Security       5
                                                      Holder       5
                                                Indebtedness       5
                                                   Indenture       5
                                                    Interest       6
                                       Interest Payment Date       6
                                     Material Adverse Effect       6
                                                    Maturity       6
                                           Notice of Default       6
                                       Officer's Certificate       6
                                          Opinion of Counsel       7
                            Original Issue Discount Security       7
                                                 Outstanding       7
                                                Paying Agent       8
                                                      Person       8
                                            Place of Payment       8
                                        Predecessor Security       8
                                             Redemption Date       8
                                            Redemption Price       8
                                         Regular Record Date       9
                                         Responsible Officer       9
                                                  Securities       9
                    Security Register and Security Registrar       9
                                         Special Record Date       9
                                             Stated Maturity       9
                                                  Subsidiary      10
                                         Trust Indenture Act      10
                                                     Trustee      10
                                  U.S. Government Obligation      10
                                              Vice President      11

Article II.  The Securities                               11
               Section 2.01.Designation and Amount of Securities  11
               Section 2.02.Form of Securities and Trustee's
               Certificate of Authentication              13
               Section 2.03.Date and Denominations        14
               Section 2.04.Execution, Authentication, and Delivery of
               Securities                                 14
               Section 2.05.Registration of Transfer and Exchange
               16
               Section 2.06.Temporary Securities          17
               Section 2.07 Mutilated, Destroyed, Lost, and Stolen
                  Securities                              18
               Section 2.08.Cancellation of Surrendered Securities
               19
               Section 2.09.Payment of Interest; Interest Rights
                  Preserved                               19
               Section 2.10.Persons Deemed Owners         20
               Section 2.11.Computation of Interest       21
               Section 2.12.CUSIP Numbers                 21

Article III.  Redemption of Securities                    21
               Section 3.01.Applicability of Article      21
               Section 3.02.Election to Redeem; Notice to Trustee
               21
               Section 3.03.Deposit of Redemption Price   22
               Section 3.04.Securities Payable on Redemption Date
               23
               Section 3.05.Securities Redeemed in Part   23

Article IV.  Sinking Funds                                23
               Section 4.01.Applicability of Article      23
               Section 4.02.Satisfaction of Sinking Fund Payments With
               Securities                                 24
               Section 4.03.Redemption of Securities for Sinking Fund
               24

Article V.  Defeasance and Covenant Defeasance            24
               Section 5.01.Company's Option to Effect Defeasance or
                    Covenant Defeasance                   24
               Section 5.02.  Defeasance and Discharge    25
               Section 5.03.  Covenant Defeasance         25
               Section 5.04.  Conditions to Defeasance or Covenant
                    Defeasance                            26
               Section 5.05.  Deposited Money and U.S. Government
               Obligations to be Held in Trust; Other Miscellaneous
               Provisions                                 28
               Section 5.06.  Reinstatement               28

Article VI.  Particular Covenants of the Company          29
               Section 6.01.Payment of Principal, Premium, and
               Interest
                  on Securities                           29
               Section 6.02.Maintenance of Office or Agency 29
               Section 6.03.Money for Securities Payments to be Held
                    in Trust                              30
               Section 6.04. Payment of Taxes and Other Claims    31
               Section 6.05. Maintenance of Properties    31
               Section 6.06. Existence                    31
               Section 6.07. Compliance with Laws         32
               Section 6.08. Statement by Officers as to Default  32
               Section 6.09. Waiver of Certain Covenants  32
               Section 6.10. Calculation of Original Issue Discount
               32

Article VII.  Securities Holders' Lists And Reports By The
              Company And The Trustee                     33
               Section 7.01.Company to Furnish Trustee Names and
              Addresses of Holders                        33
               Section 7.02.Preservation of Information; Communication
              to Holders                                  33
               Section 7.03.Reports by Trustee            33
               Section 7.04.Reports by Company            34

Article VIII.  Default                                    34
               Section 8.01.Event of Default              34
               Section 8.02.Covenant of Company to Pay to Trustee
                  Whole Amount Due on Securities on Default
                  in Payment of Interest or Principal; Suits
                  for Enforcement by Trustee              37
               Section 8.03 Application of Money Collected by Trustee
               38
               Section 8.04.Limitation on Suits by Holders of
               Securities                                 39
               Section 8.05.Rights and Remedies Cumulative; Delay or
                  Omission in Exercise of Rights not a Waiver
                  of Event of Default                     39
               Section 8.06.Rights of Holders of Majority in Principal
                  Amount of Outstanding Securities to Direct
                  Trustee                                 40
               Section 8.07.Requirement of an Undertaking to Pay
                  Costs in Certain Suits Under the Indenture or
               Against the Trustee                        40
               Section 8.08  Notice of Defaults           40
               Section 8.09. Unconditional Right of Holders to Receive
               Principal, Premium, and Interest           41
               Section 8.10. Restoration of Rights and Remedies   41
               Section 8.11. Trustee May File Proofs of Claims    41

Article IX.  Concerning the Trustee                       42
               Section 9.01.Certain Duties and Responsibilities   42
               Section 9.02.Certain Rights of Trustee     42
               Section 9.03.Not Responsible for Recitals or Issuance
               of Securities                              43
               Section 9.04.May Hold Securities           43
               Section 9.05.Money Held in Trust           43
               Section 9.06.Compensation and Reimbursement 43
               Section 9.07.Disqualification; Conflicting Interests
               44
               Section 9.08.Corporate Trustee Required Eligibility
               44
               Section 9.09.Resignation and Removal; Appointment of
                  Successor                               45
               Section 9.10.Acceptance of Appointment by Successor
               46
               Section 9.11.Merger, Conversion, Consolidation, or
                  Succession to Business                  47
               Section 9.12.Preferential Collection of Claims Against
                  Company                                 48
               Section 9.13.Appointment of Authenticating Agent   48

Article X.  Supplemental Indentures And Certain Actions   50
                    Section 10.01.Purposes for Which Supplemental
                    Indentures May Be Entered Into Without Consent of
                    Holders                               50
                    Section 10.02.Modification of Indenture With
                    Consent of Holders of at Least a Majority in
                    Principal Amount of Outstanding Securities    51
                    Section 10.03.Execution of Supplemental Indentures
                    52
                    Section 10.04.Effect of Supplemental Indentures
                    52
                    Section 10.05.Conformity with Trust Indenture Act
                    52
                    Section 10.06.Reference in Securities to
                    Supplemental
                    Indentures                            53

Article XI.  Consolidation, Merger, Sale, or Transfer     53
                    Section 11.01.Consolidations and Mergers of
                    Company
                    and Sales Permitted Only on Certain Terms     53

Article XII.  Satisfaction and Discharge of Indenture     54
                    Section 12.01.Satisfaction and Discharge of
                    Indenture                             54
                    Section 12.02.Application of Trust Money      54

Article XIII.  Miscellaneous Provisions                   55
                    Section 13.01.Successors and Assigns of Company
                    Bound by Indenture                    55
                    Section 13.02.Service of Required Notice to
                    Trustee and
                    Company                               55
                    Section 13.03.Service of Required Notice to
                    Holders;
                    Waiver                                55
                    Section 13.04.Indenture and Securities to be
                    Construed in Accordance with the Laws of the State
                    of New York                           56
                    Section 13.05.Compliance Certificates and Opinions
                    56
                    Section 13.06.Form of Documents Delivered to
                    Trustee                               56
                    Section 13.07.Payments Due on Non-Business Days
                    56
                    Section 13.08.Provisions Required by Trust
                    Indenture Act to Control              57
                    Section 13.09.Invalidity of Particular Provisions
                    57
                    Section 13.10.Indenture May be Executed In
                    Counterparts                          57
                    Section 13.11.Acts of Holders; Record Dates   57
                    Section 13.12.Effect of Headings and Table of
                    Contents                              60
                    Section 13.13.     Benefits of Indenture      60


                    Indenture, dated as of September 26, 1997, between
                    Edison Brothers Stores, Inc., a corporation duly
                    organized and existing under the laws of the State
                    of Delaware (the Company), and The Bank of New
                    York, a New York banking corporation, as Trustee
                    (the Trustee).

                          Recitals

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

          B.   All acts and things necessary to make the Securities, when
the Securities have been executed by the Company and authenticated by the
Trustee and delivered as provided in this Indenture, the valid, binding,
and legal obligations of the Company and to constitute these presents a
valid indenture and agreement according to its terms, have been done and
performed, and the execution and delivery by the Company of this Indenture
and the issue hereunder of the Securities have in all respects been duly
authorized; and the Company, in the exercise of legal right and power in it
vested, is executing and delivering this Indenture and proposes to make,
execute, issue, and deliver the Securities.

          Now, Therefore, this Indenture Witnesseth:

          In order to declare the terms and conditions upon which the
Securities are authenticated, issued, and delivered, and in consideration
of the premises and of the purchase and acceptance of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of the respective Holders from time to time of the Securities or of
a series thereof, as follows:Paragraph Numbering Definition:  X.  01.  (a)
(1)  (a)   (i)  (i)   (a)
                         Article I.  Definitions.

Section I.01.  Certain Terms Defined.

          (a)  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context of this Indenture
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto have the respective meanings specified in this Section
1.01.  All other terms used in this Indenture that are defined in the Trust
Indenture Act, either directly or by reference therein (except as herein
otherwise expressly provided or unless the context of this Indenture
otherwise requires), have the respective meanings assigned to such terms in
the Trust Indenture Act as in force at the date of this Indenture as
originally executed.

Act:

          The term Act, when used with respect to any Holder, has the
meaning set forth in Section 13.11.

Affiliate:

          The term Affiliate means, with respect to a particular Person,
any Person that, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person.  For purposes of this
definition, control of a Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
controlling and controlled have meanings correlative of the foregoing.
Authenticating Agent:

          The term Authenticating Agent means any Person authorized by the
Trustee pursuant to Section 9.13 to act on behalf of the Trustee to
authenticate Securities of one or more series.

Board of Directors:

          The term Board of Directors means the Board of Directors of the
Company or a duly authorized committee of such Board.

Board Resolution:

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

Business Day:

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

Capital Lease:

          The term Capital Lease means, with respect to any Person, any
lease of property (whether real, personal, or mixed) by such Person or its
Subsidiaries as lessee that would be capitalized on a balance sheet of such
Person or its Subsidiaries prepared in conformity with GAAP, other than, in
the case of such Person or its Subsidiaries, any such lease under which
such Person or any of its Subsidiaries is the lessor.

Capital Lease Obligation:

          The term Capital Lease Obligations means, with respect to any
Person, the capitalized amount of all obligations of such Person and its
Subsidiaries under Capital Leases, as determined on a consolidated basis in
conformity with GAAP.

Commission:

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

          The term Common Stock means the common stock of the Company.

Company:

          The term Company means Edison Brothers Stores, Inc., a Delaware
corporation, until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Company will
mean such successor Person.

Company Request or Company Order:

          The term Company Request or Company Order means a written request
or order signed in the name of the Company by the Chief Executive Officer,
the President, the Chief Financial Officer or the Secretary of the Company,
and delivered to the Trustee.

Corporate Trust Office:

          The term Corporate Trust Office means the office of the Trustee
at which at any particular time its corporate trust business is principally
administered, which on the date hereof is 101 Barclay Street, Floor 21
West, New York, New York  10286.

Covenant Defeasance:

          The term Covenant Defeasance has the meaning set forth in Section
5.03.

Default:

          The term Default means any event which, with notice or passage of
time or both, would constitute an Event of Default.

Defaulted Interest:

          The term Defaulted Interest has the meaning set forth in Section
2.09.

Defeasance:

          The term Defeasance has the meaning set forth in Section 5.02.

Defeasible Series:

          The term Defeasible Series has the meaning set forth in Section
5.01.

Depositary:

          The term Depositary means, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities in accordance with
Section 2.01.
Event of Default:

          The term Event of Default has the meaning set forth in Section
8.01(a).

Exchange Act:

          The term Exchange Act means the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, as the same may be in effect from time to
time.

GAAP:

          The term GAAP means generally accepted accounting principles in
the United States of America as in effect from time to time set forth in
the opinions and pronouncements of the Accounting Principles Board and The
American Institute of Certified Public Accountants and the statements and
pronouncements of the Financial Accounting Standards Board, or in such
other statements by any successor entity as may be in general use by
significant segments of the accounting profession, which are applicable to
the circumstances as of the date of determination.

Global Security:

          The term Global Security means a Security that evidences all or
part of the Securities of any series and is authenticated and delivered to,
and registered in the name of, the Depositary for such Securities or a
nominee thereof.

Holder:

          The term Holder means a person in whose name a particular
Security is registered in the Security Register.

Indebtedness:

          The term Indebtedness means, as applied to any Person, without
duplication, (a) indebtedness for borrowed money, all indebtedness
evidenced by notes, bonds, debentures or other evidences of indebtedness,
and all indebtedness under purchase money mortgages or other purchase money
liens or conditional sales or similar title retention agreements, in each
case where such indebtedness has been created, incurred, assumed or
guaranteed by such Person or where such Person is otherwise liable
therefor, and (b) indebtedness for borrowed money secured by any mortgage,
pledge or other lien or encumbrance upon property owned by such Person even
though such Person has not assumed or become liable for the payment of such
indebtedness;   provided, however, that indebtedness of the type referred
to in clause (b) above shall be included within the definition of
Indebtedness only to the extent of the lesser of: (i) the amount of the
underlying indebtedness referred to in the clause (b) above and (ii) the
aggregate value of the security for such indebtedness.
Indenture:

          The term Indenture means this Indenture, as this Indenture may be
amended, supplemented, or otherwise modified from time to time, including,
for all purposes of this Indenture and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively.
The term Indenture will also include the terms of particular series of
Securities established in accordance with Section 2.01.

Interest:

          The term interest, (i) when used with respect to an Original
Issue Discount Security which by its terms bears interest only after
Maturity, means interest which accrues from and after and is payable after
Maturity and (ii) when used with respect to any Security, means the amount
of all interest accruing on such Security, including any default interest
and any interest that would have accrued after any Event of Default but for
the occurrence of such Event of Default, whether or not a claim for such
interest would be otherwise allowable under applicable law.

Interest Payment Date:

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

Material Adverse Effect:

          The term Material Adverse Effect means a material adverse effect
on the business, assets, financial condition or results of operations of
the Company (taken together with its Subsidiaries as a whole).

Maturity:

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

Notice of Default:

          The term Notice of Default means a written notice of the kind set
forth in Section 8.01(a)(iv).

Officer's Certificate:

          The term Officer's Certificate means a certificate executed on
behalf of the Company by a Responsible Officer, and delivered to the
Trustee.

Opinion of Counsel:

          The term Opinion of Counsel means an opinion in writing signed by
legal counsel, who, subject to any express provisions hereof, may be an
employee of or counsel for the Company or any Subsidiary, reasonably
acceptable to the Trustee.
Original Issue Discount Security:

          The term Original Issue Discount Security means any Security
which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 8.01(b).

Outstanding:

          The term Outstanding means, when used with reference to
Securities as of a particular time, all Securities theretofore issued by
the Company and 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 in respect of
which (i) notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made,
and (ii) money in the amount required for the redemption thereof has been
deposited with the Trustee or any Paying Agent (other than the Company) in
trust for the Holders of such Securities, (c) Securities paid pursuant to
Section 2.07(c), and (d) Securities in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent, or waiver hereunder, (x) the principal amount
of an Original Issue Discount Security that will be deemed to be
Outstanding will be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date pursuant to Section 8.01(b), (y) the
principal amount of a Security denominated in one or more foreign
currencies or currency units will be the U.S. dollar equivalent, determined
in the manner contemplated by Section 2.01 on the date of original issuance
of such Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in clause
(i) above) of such Security, and (z) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of
such other obligor will be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee will be protected in
relying upon any such request, demand, authorization, direction, notice,
consent, or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned will be so disregarded.  Securities
so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

Paying Agent:

          The term Paying Agent means any Person authorized by the Company
to pay the principal of or any premium or interest on any Securities on
behalf of the Company.

Person:
          The term Person means any individual, partnership, corporation,
limited liability company, limited liability partnership, joint stock
company, business trust, trust, unincorporated association, joint venture,
or other entity, or government or political subdivision or agency thereof.
Place of Payment:

          The term Place of Payment, when used with respect to the
Securities of any series, means the place or places for the payment of the
principal of and any premium and interest on the Securities of that series
established in accordance with Section 2.01.

Predecessor Security:

          The term Predecessor Security, when used with respect to any
particular Security, means every previous Security evidencing all or a
portion of the same debt as that evidenced by such Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 2.07 in exchange for or in lieu of a mutilated, destroyed, lost, or
stolen Security will be deemed to evidence the same debt as the mutilated,
destroyed, lost, or stolen Security.

Redemption Date:

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

Redemption Price:

          The term Redemption Price, when used with respect to any Security
to be redeemed, means the price (including premium, if any) at which it is
to be redeemed pursuant to this Indenture.

Regular Record Date:

          The term Regular Record Date for the interest payable on any
Interest Payment Date on the Securities of any series means the date
established for that purpose in accordance with Section 2.01.

Responsible Officer:

          The term Responsible Officer, when used (a) with respect to the
Company, means the Chief Executive Officer, the President, the Chief
Financial Officer or the Secretary of the Company and (b) with respect to
the Trustee, means any Vice President, any Assistant Vice President, any
Assistant Secretary, any Assistant Treasurer, any trust officer or
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 are such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

Securities:

          The term Securities has the meaning set forth in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.
Security Register and Security Registrar:

          The terms Security Register and Security Registrar have the
respective meanings set forth in Section 2.05.

Special Record Date:

          The term Special Record Date for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 2.09.

Stated Maturity:

          The term Stated Maturity, when used with respect to any Security,
any installment of interest thereon, or any other amount payable under this
Indenture or the Securities, means the date specified in this Indenture or
such Security as the regularly scheduled date on which the principal of
such Security, such installment of interest, or such other amount, is due
and payable.

Subsidiary:

          The term Subsidiary means, as applied with respect to any Person,
any corporation, partnership, or other business entity of which, in the
case of a corporation, more than 50% of the issued and outstanding capital
stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation has or might have
voting power upon the occurrence of any contingency), or, in the case of
any partnership or other legal entity, more than 50% of the ordinary equity
capital interests, is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries, or by one or more of such Person's other Subsidiaries.

Trust Indenture Act:

          The term Trust Indenture Act means the Trust Indenture Act of
1939, as amended, as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, Trust Indenture Act means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

Trustee:

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

          The term U.S. Government Obligation means (a) any security that
is (i) a direct obligation of the United States of America for the payment
of which full faith and credit of the United States of America is pledged
or (ii) an obligation 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 (i) or (ii), is not
callable or redeemable at the option of the issuer thereof and (b) any
depositary 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 U.S.
Government Obligation specified in clause (a), which U.S. Government
Obligation is held by such custodian for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of
or interest on any such U.S. Government Obligation, 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 depositary receipt from any
amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by
such depositary receipt.

Vice President:

          The term Vice President, when used with respect to the Company or
the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title vice president.

          (b)  The words Article and Section refer to an Article and
Section, respectively, 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.
Certain terms used principally in Articles V, VI, and IX are defined in
those Articles.  Terms in the singular include the plural and terms in the
plural include the singular.
                                     
                       Article II.  The Securities.


Section II.01. Designation and Amount of Securities.

          (a)  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

          (b)  The Securities may be issued in one or more series.  There
will be established in or pursuant to a Board Resolution and, subject to
Section 2.04, set forth or determined in the manner provided in an
Officer's Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:
(i) the title of the Securities of the series (which will distinguish the
Securities of the series from Securities of any other series); (ii) any
limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or
in the exchange for, or in lieu of, other Securities of the series pursuant
to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any Securities
which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder); (iii) the Person to whom any
interest on a Security of the series will be payable, if other than the
Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest; (iv) the date or dates on which the principal of the Securities
of the series is payable; (v) the rate or rates at which the Securities of
the series will bear interest, if any, the date or dates from which such
interest will accrue, the Interest Payment Dates on which any such interest
will be payable, and the Regular Record Date for any interest payable on
any Interest Payment Date; (vi) the place or places where the principal of
and any premium and interest on Securities of the series will be payable;
(vii) the period or periods within which, the price or prices at which, and
the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the period or periods within which, the
price or prices at which, and the terms and conditions upon which
Securities of the series will be redeemed or purchased, in whole or in
part, pursuant to such obligation; (ix) if other than denominations of
$1,000 and integral multiples thereof, the denominations in which
Securities of the series will be issuable; (x) the currency, currencies, or
currency units in which payment of the principal of and any premium and
interest on any Securities of the series will be payable if other than the
currency of the United States of America and the manner of determining the
equivalent thereof in the currency of the United States of America for
purposes of the definition of Outstanding in Section 1.01; (xi) if the
amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index,
based upon a formula, or in some other manner, the manner in which such
amounts will be determined; (xii) if the principal of or any premium or
interest on any Securities of the series is to be payable, at the election
of the Company or a Holder thereof, in one or more currencies or currency
units other than that or those in which the Securities are stated to be
payable, the currency, currencies, or currency units in which payment of
the principal of and any premium and interest on Securities of such series
as to which such election is made will be payable, and the periods within
which and the terms and conditions upon which such election is to be made;
(xiii) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
8.01(b); (xiv) if applicable, that the Securities of the series will be
subject to either or both of Defeasance or Covenant Defeasance as provided
in Article V, provided that no series of Securities that is convertible
into Common Stock pursuant to Section 2.01(b)(xvi) or convertible into or
exchangeable for any other securities pursuant to Section 2.01(b)(xvii)
will be subject to Defeasance pursuant to Section 5.02; (xv) if and as
applicable, that the Securities of the series will be issuable in whole or
in part in the form of one or more Global Securities and, in such case, the
Depositary or Depositaries for such Global Security or Global Securities
and any circumstances other than those set forth in Section 2.05 in which
any such Global Security may be transferred to, and registered and
exchanged for Securities registered in the name of, a Person other than the
Depositary for such Global Security or a nominee thereof and in which any
such transfer may be registered; (xvi) the terms and conditions, if any,
pursuant to which the Securities are convertible into Common Stock; (xvii)
the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities, including
(without limitation) securities of Persons other than the Company; (xviii)
if and as applicable, that the Securities of the series will be subordinate
and subject in right of payment to the prior payment of other Indebtedness;
and (xix) any other terms of, or provisions, covenants, rights or other
matters applicable to, the series (which terms, provisions, covenants,
rights or other matters will not be inconsistent with the provisions of
this Indenture, except as permitted by Section 10.01(e)).

          (c)  All Securities of any one series will be substantially
identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to below and (subject to
Section 2.04) set forth or determined in the manner provided in the
Officer's Certificate referred to above or in any such indenture
supplemental hereto.

          (d)  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of
such action will be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee concurrently with or prior to the
delivery of the Officer's Certificate setting forth the terms of the
series.

Section II.02. Form of Securities and Trustee's Certificate of
          Authentication.

          (a)  The Securities of each series will be in such form as may be
established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, and may have such letters, numbers, or
other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the
Securities.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action will be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee concurrently with or
prior to the delivery of the Company Order contemplated by Section 2.04 for
the authentication and delivery of such Securities.

          (b)  The definitive Securities will be printed, lithographed, or
engraved on steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities,
as evidenced by their execution of such Securities.

          (c)  The Trustee's certificate of authentication will be in
substantially the following form:

[Form of Trustee's Certificate of Authentication for Securities]

          Trustee's Certificate of Authentication

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

                              THE BANK OF NEW YORK,
                                 as Trustee


                              By:
                                 Authorized Signatory
          (d)  Every Global Security authenticated and delivered hereunder
will bear a legend in substantially the following form:

          [Form of Legend for Global Securities]

          This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee thereof.  This Security may not be transferred to,
or registered or exchanged for Securities registered in the name of, any
Person other than the Depositary or a nominee thereof, and no such transfer
may be registered, except in the limited circumstances described in the
Indenture.  Every Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, this Security will be a
Global Security subject to the foregoing, except in such limited
circumstances.

Section II.03. Date and Denominations.

          Each Security will be dated the date of its authentication.  The
Securities of each series will be issuable only in registered form without
coupons in such denominations as may be specified in accordance with
Section 2.01. In the absence of any such specified denomination with
respect to the Securities of any series, the Securities of such series will
be issuable in denominations of $1,000 and integral multiples thereof.

Section II.04. Execution, Authentication, and Delivery of Securities.

          (a)  The Securities will be executed on behalf of the Company by
the Chief Executive Officer or the President of the Company and attested by
the Treasurer or the Secretary of the Company under its corporate seal.
The signature of any of these officers on the Securities may be manual or
facsimile.  The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted, or otherwise reproduced
on the Securities.

          (b)  Only such Securities bearing the Trustee's certificate of
authentication, signed manually by the Trustee, will be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  Such
execution of the certificate of authentication by the Trustee upon any
Securities executed by the Company will be conclusive evidence that the
Securities so authenticated have been duly authenticated and delivered
hereunder.  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.08, for all purposes of this
Indenture such Security will be deemed never to have been authenticated and
delivered hereunder and will never be entitled to the benefits of this
Indenture.

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

          (d)  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order will
authenticate and make such Securities available for delivery.  If the form
or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee will be entitled to receive, and (subject to Section 9.01) will be
fully protected in relying upon, an Opinion of Counsel stating (i) if the
form of such Securities has been established by or pursuant to a Board
Resolution as permitted by Section 2.02, that such form has been
established in conformity with the provisions of this Indenture, (ii) if
the terms of such Securities have been established by or pursuant to a
Board Resolution as permitted by Section 2.01, that such terms have been
established in conformity with the provisions of this Indenture, and (iii)
that such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations
of the Company enforceable in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other laws of general applicability relating
to or affecting creditors' rights and by general principles of equity.

          (e)  Notwithstanding the provisions of Sections 2.01 and 2.04(d),
if all Securities of a series are not to be originally issued at one time,
it will not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 2.01 or the Company Order and Opinion of
Counsel otherwise required pursuant to Section 2.04(d) at or prior to the
time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of
the first Security of such series to be issued.

Section II.05. Registration of Transfer and Exchange.

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

          (b)  Upon surrender for registration of transfer of any Security
of any series at the office or agency in a Place of Payment for that
series, the Company will execute, and the Trustee will authenticate and
make available for delivery, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and
tenor.

          (c)  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company will
execute, and the Trustee will authenticate and make available for delivery,
the Securities which the Holder making the exchange is entitled to receive.

          (d)  Every Security presented or surrendered for registration of
transfer or exchange will (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument or instruments of
transfer, in form reasonably satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.  No service charge will be made for any registration
of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 2.06, 3.05, or 10.06
not involving any transfer.  The Company will not be required (i) to issue,
register the transfer of, or exchange Securities of any series during a
period beginning at the opening of business 15 calendar days before the
mailing of a notice of redemption of Securities of that series selected for
redemption under Section 3.02(c) and ending at the close of business on the
day of such mailing or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the
case of any Securities to be redeemed in part, the portion thereof not
being redeemed.

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

          (f)  Notwithstanding any other provision in this Indenture, no
Global Security may be transferred to, or registered or exchanged for
Securities registered in the name of, any Person other than the Depositary
for such Global Security or any nominee thereof, and no such transfer may
be registered, unless (i) such Depositary (A) notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security
or (B) ceases to be a clearing agency registered under the Exchange Act,
(ii) the Company executes and delivers to the Trustee a Company Order that
such Global Security shall be so transferable, registrable, and
exchangeable, and such transfers shall be registrable, (iii) there shall
have occurred and be continuing an Event of Default with respect to the
Securities evidenced by such Global Security, or (iv) there shall exist
such other circumstances, if any, as have been specified for this purpose
in accordance with Section 2.01.  Notwithstanding any other provision in
this Indenture, a Global Security to which the restriction set forth in the
preceding sentence shall have ceased to apply may be transferred only to,
and may be registered and exchanged for Securities registered only in the
name or names of, such Person or Persons as the Depositary for such Global
Security shall have directed and no transfer thereof other than such a
transfer may be registered.  Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a
Global Security to which the restriction set forth in the first sentence of
this Section 2.05(f) shall apply, whether pursuant to this Section 2.05,
Section 2.06, 2.07, 3.05, or 10.06 or otherwise, will be authenticated and
delivered in the form of, and will be, a Global Security.

Section II.06. Temporary Securities.

          Pending the preparation of definitive Securities of any series,
the Company may execute and register and upon Company Order the Trustee
will authenticate and make available for delivery temporary Securities
(printed, lithographed, or typewritten), of any authorized denomination,
and substantially in the form of the definitive Securities but with such
omissions, insertions, and variations as may be appropriate for temporary
Securities, all as may be determined by the officers executing such
Securities as evidenced by their execution of such Securities; provided,
however, that the Company will use reasonable efforts to have definitive
Securities of that series available at the times of any issuance of
Securities under this Indenture.  Every temporary Security will be executed
and registered by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect,
as the definitive Securities.  The Company will execute and register and
furnish definitive Securities of such series as soon as practicable and
thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor at the office or agency of the Company in the Place of
Payment for that series, and the Trustee will authenticate and make
available for delivery in exchange for such temporary Securities of such
series one or more definitive Securities of the same series, of any
authorized denominations, and of a like aggregate principal amount and
tenor.  Such exchange will be made by the Company at its own expense and
without any charge to the Holder therefor.  Until so exchanged, the
temporary Securities of any series will be entitled to the same benefits
under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.

Section II.07. Mutilated, Destroyed, Lost, and Stolen Securities.

          (a)  If any mutilated Security is surrendered to the Trustee, the
Company will execute and the Trustee will authenticate and make available
for delivery in exchange therefor a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

          (e)  Every new Security of any series issued pursuant to this
Section 2.07 in exchange for any mutilated Security or in lieu of any
destroyed, lost, or stolen Security will constitute an original additional
contractual obligation of the Company, whether or not the mutilated,
destroyed, lost, or stolen Security shall be at any time enforceable by
anyone, and will be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series duly
issued hereunder.

          (f)  The provisions of this Section 2.07 are exclusive and will
preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost, or stolen
Securities.

Section II.08. Cancellation of Surrendered Securities.

          All Securities surrendered for payment, redemption, registration
of transfer or exchange, or for credit against any sinking fund payment
will, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and will be promptly cancelled by it.  The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered will be promptly cancelled by the
Trustee.  No Securities will be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section 2.08, except as
expressly permitted by this Indenture.  All cancelled Securities held by
the Trustee will be disposed of as directed by a Company Order, provided,
however, that the Trustee will not be required to destroy cancelled
Securities except in accordance with its established policies.

Section II.09. Payment of Interest; Interest Rights Preserved.

          (a)  Except as otherwise provided in accordance with Section 2.01
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest
Payment Date will be paid to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.

          (b)  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called Defaulted Interest) will forthwith cease to be payable
to the Holder on the relevant regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company
together with interest thereon (to the extent permitted by law) at the rate
of interest applicable to such Security, at its election in each case, as
provided in clause (i) or (ii) below:

          (i)       The Company may elect to make payment of any Defaulted
     Interest (and interest thereon, if any) to the Persons in whose names
     the Securities of such series (or their respective Predecessor
     Securities) are registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest, which will be
     fixed in the following manner.  The Company will notify the Trustee in
     writing of the amount of Defaulted Interest (and interest thereon, if
     any) proposed to be paid on each Security of such series and the date
     of the proposed payment, and at the same time the Company will deposit
     with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest (and
     interest thereon, if any) or will make arrangements satisfactory to
     the Trustee for such deposit prior to the date of the proposed
     payment, such money when deposited to be held in trust for the benefit
     of the persons entitled to such Defaulted Interest (and interest
     thereon, if any) as in this clause (i) provided.  Thereupon the
     Trustee will fix a Special Record Date for the payment of such
     Defaulted Interest (and interest thereon, if any) which will be not
     more than 15 calendar days and not less than 10 calendar days prior to
     the date of the proposed payment and not less than 10 calendar days
     after the receipt by the Trustee of the notice of the proposed
     payment.  The Trustee will promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, will
     cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage
     prepaid, to each Holder of Securities of such series at his address as
     it appears in the Security Register, not less than 10 calendar days
     prior to such Special Record Date.  Notice of the proposed payment of
     such Defaulted Interest (and interest thereon, if any) and the Special
     Record Date therefor having been so mailed, such Defaulted Interest
     will be paid to the Persons in whose names the Securities of such
     series (or their respective Predecessor Securities) are registered at
     the close of business on such Special Record Date and will no longer
     be payable pursuant to the following clause (ii).

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

          (c)  Subject to the foregoing provisions of this Section 2.09,
each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security will carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.
Paragraph Numbering Definition:  X.  1.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  2.10
Section II.10. Persons Deemed Owners.

          Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee, and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 2.09) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security shall be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee will be affected by notice to the
contrary.

Section II.11. Computation of Interest.

          Except as otherwise specified in accordance with Section 2.01 for
Securities of any series, interest on the Securities of each series will be
computed on the basis of a 360-day year consisting of 12 30-day months.

Section II.12. CUSIP Numbers.

          The Company, in issuing Securities of any series, may use  CUSIP
numbers (if then generally in use) and, if so, the Trustee will use  CUSIP
numbers in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the
correctness of such 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 will not be affected by any defect in or omission of such
numbers.  To the extent applicable, the Company will promptly notify the
Trustee of any change in the  CUSIP  numbers.
Paragraph Numbering Definition:  X.  01.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number: 3.

                  Article III.  Redemption of Securities.

Section III.01.     Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity will be redeemable in accordance with their terms and (except as
otherwise specified in accordance with Section 2.01 for Securities of any
series) in accordance with this Article III.

Section III.02.     Election to Redeem; Notice to Trustee.

          (a)  The election of the Company to redeem any Securities will be
evidenced by a Board Resolution.  In case of any redemption at the election
of the Company, the Company will, at least 60 calendar days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date,
of the principal amount of Securities of such series to be redeemed.  In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company will furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

          (b)  Notice of redemption of Securities to be redeemed at the
election of the Company will be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and
will be irrevocable.  Notice of redemption will be given by mail, first-
class postage prepaid, not less than 30 or more than 60 calendar days prior
to the Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.  All notices of redemption will
identify the Securities to be redeemed (including the CUSIP numbers
thereof, if applicable) and will state (i) the Redemption Date, (ii) the
Redemption Price, (iii) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption of any Securities, the principal amounts) of the particular
Securities to be redeemed, (iv) that on the Redemption Date the Redemption
Price will become due and payable upon each such Security to be redeemed
and, if applicable, that interest thereon will cease to accrue on and after
said date, (v) the place or places where such Securities are to be
surrendered for payment of the Redemption Price, (vi) that the redemption
is for a sinking fund, if such is the case, and (vii) the specific
provision of this Indenture pursuant to which such Securities are to be
redeemed.

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

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

Section III.03.     Deposit of Redemption Price.

          At or prior to 10:00 a.m., New York City time, any Redemption
Date, the Company will deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) any accrued interest on, all of the Securities that
are to be redeemed on that date.

Section III.04.     Securities Payable on Redemption Date.

          (a)  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed will, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company defaults in the payment of the Redemption Price
and accrued interest) such Securities will cease to accrue interest.  Upon
surrender of any such Security for redemption in accordance with said
notice, such Security will be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified in accordance with Section 2.01,
installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates in accordance with their terms and the
provisions of Section 2.09.

          (b)  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium will,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section III.05.     Securities Redeemed in Part.

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

                        Article IV.  Sinking Funds.

Section IV.01. Applicability of Article.

          The provisions of this Article IV will be applicable to any
sinking fund for the retirement of Securities of a series except as
otherwise specified in accordance with Section 2.01 for Securities of such
series.  The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a mandatory
sinking fund payment, and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an optional sinking fund payment.  If provided for by the terms of
Securities of any series, the amount of any sinking fund payment may be
subject to reduction as provided in Section 4.02.  Each sinking fund
payment with respect to Securities of a particular series will be applied
to the redemption of Securities of such series as provided for by the terms
of Securities of such series.

Section IV.02. Satisfaction of Sinking Fund Payments With Securities.

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

Section IV.03. Redemption of Securities for Sinking Fund.

          Not less than 60 calendar days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee
an Officer's Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, that is to be satisfied by payment of cash and the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 4.02 and will also
deliver to the Trustee any Securities to be so delivered.  Not less than 30
calendar days before each such sinking fund payment date, the Trustee will
select the Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 3.02(c) and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.02(b).  Such notice having been duly given,
the redemption of such Securities will be made upon the terms and in the
manner stated in Sections 3.04 and 3.05.

              Article V.  Defeasance and Covenant Defeasance.

Section V.01.  Company's Option to Effect Defeasance or Covenant
          Defeasance.

          The Company may elect, at its option by Board Resolution at any
time, to have either Section 5.02 or Section 5.03 applied to the
Outstanding Securities of any series designated pursuant to Section 2.01 as
being defeasible pursuant to this Article V (hereinafter called Defeasible
Series), upon compliance with the conditions set forth below in this
Article V, provided that Section 5.02 will not apply to any series of
Securities that is convertible into Common Stock pursuant to Section
2.01(b)(xvi) or convertible into or exchangeable for any other securities
pursuant to Section 2.01(b)(xvii).

Section V.02.  Defeasance and Discharge.

          Upon the Company's exercise of the option provided in Section
5.01 to have this Section 5.02 applied to the Outstanding Securities of any
Defeasible Series and subject to the proviso to Section 5.01, the Company
will be deemed to have been discharged from its obligations with respect to
the Outstanding Securities of such series as provided in this Section 5.02
on and after the date the conditions set forth in Section 5.04 are
satisfied (hereinafter called Defeasance).  For this purpose, such
Defeasance means that the Company will 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 the Securities of such series and this Indenture insofar as the
Securities of such series are concerned (and the Trustee, at the expense of
the Company, will execute proper instruments acknowledging the same),
subject to the following which will survive until otherwise terminated or
discharged hereunder:  (a) the rights of Holders of Securities of such
series to receive, solely from the trust fund described in Section 5.04 and
as more fully set forth in Section 5.04, payments in respect of the
principal of and any premium and interest on such Securities of such series
when payments are due, (b) the Company's obligations with respect to the
Securities of such series under Sections 2.05, 2.06, 2.07, 6.02, 6.03, and
10.06, (c) the rights, powers, trusts, duties, and immunities of the
Trustee hereunder, and (d) this Article V.  Subject to compliance with this
Article V, the Company may exercise its option provided in Section 5.01 to
have this Section 5.02 applied to the Outstanding Securities of any
Defeasible Series notwithstanding the prior exercise of its option provided
in Section 5.01 to have Section 5.03 applied to the Outstanding Securities
of such series.

Section V.03.  Covenant Defeasance.

          Upon the Company's exercise of the option provided in Section
5.01 to have this Section 5.03 applied to the Outstanding Securities of any
Defeasible Series, (a) the Company will be released from its obligations
under Sections 6.04 through 6.07, inclusive, Section 11.01, and such
provisions of any Supplemental Indenture specified as may be in such
Supplemental Indenture, and (b) the occurrence of any event specified in
Sections 8.01(a)(iii), 8.01(a)(iv) (with respect to any of Sections 6.04
through 6.07, inclusive, Section 11.01, and such provisions of any
Supplemental Indenture as may be specified in such Supplemental Indenture),
8.01(a)(v), 8.01(a)(vi), and 8.01(a)(ix) will be deemed not to be or result
in an Event of Default, in each case with respect to the Outstanding
Securities of such series as provided in this Section on and after the date
the conditions set forth in Section 5.04 are satisfied (hereinafter called
Covenant Defeasance).  For this purpose, such Covenant Defeasance means
that the Company may omit to comply with and will have no liability in
respect of any term, condition, or limitation set forth in any such
specified Section or provision (to the extent so specified in the case of
Section 8.01(a)(iv)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or provision or by reason of
any reference in any such Section or provision to any other provision
herein or in any other document, but the remainder of this Indenture and
the Securities of such series will be unaffected thereby.

Section V.04.  Conditions to Defeasance or Covenant Defeasance.

          The following will be the conditions to application of either
Section 5.02 or Section 5.03 to the Outstanding Securities of any
Defeasible Series:

          (a)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee that satisfies the
     requirements contemplated by Section 9.08 and agrees to comply with
     the provisions of this Article V applicable to it) as trust funds in
     trust for the benefit of the Holders of Outstanding Securities of such
     series (i) money in an amount, or (ii) U.S. Government Obligations
     that through the scheduled payment of principal and interest in
     respect thereof in accordance with their terms will provide, without
     reinvestment, not later than one day before the due date of any
     payment, money in an amount, or (iii) a combination thereof, in each
     case sufficient to pay and discharge, and which will be applied by the
     Trustee (or any such other qualifying trustee) to pay and discharge,
     the principal of and any premium and interest on the Securities of
     such series on the respective Stated Maturities or on any earlier date
     or dates on which the Securities of such series shall be subject to
     redemption and the Company shall have given the Trustee irrevocable
     instructions satisfactory to the Trustee to give notice to the Holders
     of the redemption of the Securities of such series, all in accordance
     with the terms of this Indenture and the Securities of such series.

          (b)  In the case of an election under Section 5.02, the Company
     shall have delivered to the Trustee an Opinion of Counsel (from a
     counsel who shall not be an employee of the Company) to the effect
     that (i) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling, or (ii) 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 gain or loss for federal
     income tax purposes as a result of the deposit, Defeasance, and
     discharge to be effected with respect to the Securities of such series
     and will be subject to federal income tax on the same amount, in the
     same manner, and at the same times as would be the case if such
     deposit, Defeasance, and discharge were not to occur.
          (c)  In the case of an election under Section 5.03, the Company
     shall have delivered to the Trustee an Opinion of Counsel (from a
     counsel who shall not be an employee of the Company) to the effect
     that the Holders of the Outstanding Securities of such series will not
     recognize gain or loss for federal income tax purposes as a result of
     the deposit and Covenant Defeasance to be effected with respect to the
     Securities of such series and will be subject to federal income tax on
     the same amount, in the same manner, and at the same times as would be
     the case if such deposit and Covenant Defeasance were not to occur.

          (d)  The Company shall have delivered to the Trustee an Opinion
     of Counsel (from a counsel who shall not be an employee of the
     Company) stating that the defeasance trust does not violate the
     Investment Company Act of 1940.

          (e)  The Company shall have delivered to the Trustee the opinion
     of a nationally recognized independent public accounting firm
     certifying the sufficiency of the amount of the moneys, U.S.
     Government Obligations, or a combination thereof, placed on deposit to
     pay, without regard to any reinvestment, the principal of and any
     premium and interest on the Securities on the Stated Maturity thereof
     or on any earlier date on which the Securities shall be subject to
     redemption.

          (f)  The Company shall have delivered to the Trustee an Officer's
     Certificate (i) stating that the deposit was not made by the Company
     with the intent of preferring the holders of the Securities over the
     other creditors of the Company or with the intent of defeating,
     hindering, delaying or defrauding creditors of the Company or others,
     and (ii) to the effect that the Securities of such series, if then
     listed on any securities exchange, will not be delisted solely as a
     result of such deposit.

          (g)  No Event of Default or event that (after notice or lapse of
     time or both) would become an Event of Default shall have occurred and
     be continuing at the time of such deposit or, with regard to any Event
     of Default or any such event specified in Sections 8.01(a)(vii) and
     (viii), at any time on or prior to the 124th calendar day after the
     date of such deposit (it being understood that this condition will not
     be deemed satisfied until after such 124th calendar day).

          (h)  Such Defeasance or Covenant Defeasance will not cause the
     Trustee to have a conflicting interest within the meaning of the Trust
     Indenture Act (assuming all Securities are in default within the
     meaning of such Act).

          (i)  Such Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under, any other
     agreement or instrument to which the Company is a party or by which it
     is bound.

          (j)  The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all
     conditions precedent with respect to such Defeasance or Covenant
     Defeasance have been complied with.

Section V.05.  Deposited Money and U.S. Government Obligations to be Held
          in Trust; Other Miscellaneous Provisions.

          (a)  Subject to the provisions of Section 6.03(e), all money and
U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this
Section 5.05 and Section 5.06, the Trustee and any such other trustee are
referred to collectively as the Trustee) pursuant to Section 5.04 in
respect of the Securities of any Defeasible Series will be held in trust
and applied by the Trustee, in accordance with the provisions of the
Securities of such series and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of
Securities of such series, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in
trust need not be segregated from other funds except to the extent required
by law.

          (b)  The Company will 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 5.04 or the principal
and interest received in respect thereof other than any such tax, fee, or
other charge that by law is for the account of the Holders of Outstanding
Securities.

          (c)  Notwithstanding anything in this Article V to the contrary,
the Trustee will deliver or pay to the Company from time to time upon a
Company Request any money or U.S. Government Obligations held by it as
provided in Section 5.04 with respect to Securities of any Defeasible
Series that are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Defeasance or Covenant Defeasance
with respect to the Securities of such series.

Section V.06.  Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article V with respect to the Securities of any
series by reason of any order or judgment of any court or governmental
authority enjoining, restraining, or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities of such series will be revived and reinstated as though no
deposit had occurred pursuant to this Article V with respect to Securities
of such series until such time as the Trustee or Paying Agent is permitted
to apply all money held in trust pursuant to Section 5.05 with respect to
Securities of such series in accordance with this Article V; provided,
however, that if the Company makes any payment of principal of or any
premium or interest on any Security of such series following the
reinstatement of its obligations, the Company will be subrogated to the
rights of the Holders of Securities of such series to receive such payment
from the money so held in trust.

             Article VI.  Particular Covenants of the Company.

Section VI.01. Payment of Principal, Premium, and Interest on Securities.

          The Company, for the benefit of each series of Securities, will
duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the
Securities and this Indenture.

Section VI.02. Maintenance of Office or Agency.

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

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

Section VI.03. Money for Securities Payments to be Held in Trust.

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

          (b)  Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the
principal of or any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum
to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

          (c)  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject
to the provisions of this Section 6.03, that such Paying Agent will (i)
comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (ii) during the continuance of any default by the Company
(or any other obligor upon the Securities of that series) in the making of
any payment in respect of the Securities of that series, and upon the
written request of the Trustee, forthwith pay to the Trustee all sums held
in trust by such Paying Agent for payment in respect of the Securities of
that series.

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

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

Section VI.04. Payment of Taxes and Other Claims.

          The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes,
assessments, and governmental charges levied or imposed upon the Company or
any Subsidiary of the Company or upon the income, profits, or property of
the Company or any Subsidiary of the Company, and (b) all lawful claims for
labor, materials, and supplies, in each case which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary of the
Company and would have a Material Adverse Effect; provided, however, that
(x) the Company will not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge, or claim the amount,
applicability, or validity of which is being contested in good faith by
appropriate proceedings, and (y) any failure to pay any such tax,
assessment, charge, or claim shall not constitute a breach of this Section
6.04 if such failure (i) was not willful and (ii) does not and will not
result in any Material Adverse Effect.

Section VI.05. Maintenance of Properties.

          The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary of the Company to
be maintained and kept in good condition, repair, and working order and
supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments, and improvements
thereof; provided, however, that nothing in this Section 6.05 will (i)
require the Company to take any action that it determines in good faith to
be contrary to its best interests, so long as the failure to take such
action will not have a Material Adverse Effect, or (ii) prevent the Company
from taking any action that it determines in good faith to be in its best
interests, so long as the taking of such action will not have a Material
Adverse Effect.
Section VI.06. Existence.

          Subject to Article XI, the Company will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter
and statutory), and franchises; provided, however, that, except with
respect to the preservation of the Company's existence, nothing in this
Section 6.06 will (i) require the Company to take any action that it
determines in good faith to be contrary to its best interests, so long as
the failure to take such action will not have a Material Adverse Effect, or
(ii) prevent the Company from taking any action that it determines in good
faith to be in its best interests, so long as the taking of such action
will not have a Material Adverse Effect.

Section VI.07. Compliance with Laws.

          The Company will, and will cause each of its Subsidiaries to,
comply with all applicable federal, state, local, or foreign laws, rules,
regulations, or ordinances, including without limitation such laws, rules,
regulations, or ordinances relating to pension, environmental, employee,
and tax matters, to the extent that, in the aggregate, the failure so to
comply would have a Material Adverse Effect.

Section VI.08. Statement by Officers as to Default.

          The Company will deliver to the Trustee, within 120 calendar days
after the end of each fiscal year of the Company ending after the date
hereof, an Officer's Certificate signed by the principal executive officer,
principal financial officer, or principal accounting officer of the Company
stating whether or not to the knowledge of such person after due inquiry
the Company is in default in the performance and observance of any of the
terms, provisions, and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company is in default, specifying all such defaults and the nature and
status thereof of which such person may have such knowledge.

Section VI.09. Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with
any term, provision, or condition set forth in Sections 6.04 through 6.07,
inclusive, and such provisions of any Supplemental Indenture as may be
specified in such Supplemental Indenture, with respect to the Securities of
any series if the Holders of a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with
such term, provision, or condition, but no such waiver will extend to or
affect such term, provision, or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such term,
provision, or condition will remain in full force and effect.
Paragraph Numbering Definition:  X.  1.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  6.10
Section VI.10. Calculation of Original Issue Discount.

          The Company will, to the extent applicable, file with the Trustee
promptly at the end of each calendar year (i) 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 and
(ii) such other specific information relating to such original issue
discount as may then be required under the Internal Revenue Code of 1986,
as amended from time to time.
Paragraph Numbering Definition:  X.  01.  (a)   (1)  (a)   (i)  (i)   (a)
 Starting Paragraph Number:  7Article VII.  Securities Holders' Lists And
                  Reports By The Company And The Trustee.

Section VII.01.     Company to Furnish Trustee Names and Addresses of
          Holders.

          The Company will furnish or cause to be furnished to the Trustee
(a) semi-annually, not more than 15 calendar days after the applicable
Regular Record Date, a list for each series of Securities, in such form as
the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of such series as of such Regular Record Date and (b)
at such other times as the Trustee may request in writing, within 30
calendar days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 calendar days
prior to the time such list is furnished; excluding from any such list
names and addresses received by the Trustee in its capacity as Security
Registrar.

Section VII.02.     Preservation of Information; Communication to Holders.

          (a)  The Trustee will preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and
the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

          (c)  Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them will be held accountable by
reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act.

Section VII.03.     Reports by Trustee.

          The Trustee will transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act or any rule or regulation of the Commission
promulgated pursuant thereto at the times and in the manner provided
therein.  If required by Section 313(a) of the Trust Indenture Act, the
Trustee will, within sixty days after each May 15 following the date of
this Indenture, deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).  A copy of each
such report will, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed,
with the Commission, and with the Company.  The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange.

Section VII.04.     Reports by Company.

          The Company will file with the Trustee and the Commission, and
transmit to Holders, such information, documents, and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture
Act or any rule or regulation of the Commission promulgated pursuant
thereto at the times and in the manner provided therein; provided that any
such information, documents, or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act will be
filed with the Trustee within 15 calendar days after the same is so
required to be filed with the Commission.  Delivery of such reports,
information, and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such will not constitute constructive
notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer's Certificates).

                          Article VIII.  Default.

Section VIII.01.    Event of Default.

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

          (i)       default in the payment of any interest on any Security
     of that series when it becomes due and payable, and continuance of
     such default for a period of 30 calendar days;

          (ii)      default in the payment of principal of (or premium, if
     any, on) any Security of that series when it becomes due and payable,
     whether by redemption, repurchase, or otherwise;

          (iii)     default in the making of any sinking fund payment when
     and as due by the terms of a Security of that series;

          (iv)      default in the performance, or breach, of any covenant
     or warranty of the Company in this Indenture (other than a covenant or
     warranty, a default in the performance or breach of which is elsewhere
     in this Section 8.01 specifically dealt with or which has expressly
     been included in this Indenture solely for the benefit of one or more
     series of Securities other than that series), and continuance of such
     default or breach for a period of 60 calendar days after there has
     been given, by registered or certified mail, to the Company by the
     Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to
     be remedied and stating that such notice is a Notice of Default
     hereunder;

          (v)       any default in the payment at maturity of principal of
     any Indebtedness of the Company or any Subsidiary of the Company in an
     aggregate principal amount of $10.0 million or more, which, in any
     such case, (A) continues beyond any period of grace provided with
     respect thereto and (B) results in such Indebtedness becoming due
     prior to its stated maturity or occurs at the final maturity of such
     Indebtedness; provided, however, that, subject to the provisions of
     Section 9.01 and 8.08, the Trustee will not be deemed to have
     knowledge of such nonpayment or other default unless either (1) a
     Responsible Officer of the Trustee has actual knowledge of nonpayment
     or other default or (2) the Trustee has received written notice
     thereof from the Company, from any Holder, from the holder of any such
     Indebtedness or from the trustee under the agreement or instrument
     relating to such Indebtedness;

          (vi)      the entry of one or more judgments or orders for the
     payment of money against the Company, which judgments and orders
     create a liability of $25.0 million or more in excess of insured
     amounts and have not been stayed (by appeal or otherwise), vacated,
     discharged, or otherwise satisfied within 60 calendar days of the
     entry of such judgments and orders;

          (vii)     the entry by a court having jurisdiction in the
     premises of (A) a decree or order for relief in respect of the Company
     in an involuntary case or proceeding under any applicable federal or
     state bankruptcy, insolvency, reorganization, or other similar law or
     (B) a decree or order adjudging the Company a bankrupt or insolvent,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment, or composition of or in respect of the
     Company under any applicable federal or state law, or appointing a
     custodian, receiver, liquidator, assignee, trustee, sequestrator, or
     other similar official of the Company or of any substantial part of
     its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or
     any such other decree or order unstayed and in effect for a period of
     60 consecutive calendar days;

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

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

          (b)  If an Event of Default (other than an Event of Default
arising under Section 8.01(a)(vii) or (viii)) with respect to Securities of
any series at the time Outstanding occurs and is continuing, then in every
case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may declare the principal amount
(or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may
be specified in the terms thereof) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) will become immediately due and
payable.  If an Event of Default under Section 8.01(a)(vii) or (viii)
occurs, then the principal of, premium, if any, and accrued interest on the
Securities shall become immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.

          (c)  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article VIII provided, the Holders of a majority in
principal amount of the outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if (i) the Company has paid or deposited
with the Trustee a sum sufficient to pay (A) all overdue interest on all
Securities of that series, (B) the principal of (and premium, if any, on)
any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities, (C) to the extent that payment of
such interest is lawful, interest upon overdue interest at the rate or
rates prescribed therefor in such Securities, and (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements, and advances of the Trustee and its agents and
counsel and (ii) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that
series that has become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 8.01(d).  No such rescission
will affect any subsequent default or impair any right consequent thereon.

          (d)  The Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default (i) in the payment of
the principal of or any premium or interest on any Security of such series
or (ii) in respect of a covenant or provision hereof which under Article X
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.  Upon any such waiver, such
default will cease to exist, and any Event of Default arising therefrom
will be deemed to have been cured, for every purpose of this Indenture, but
no such waiver will extend to any subsequent or other default or impair any
right consequent thereon.

Section VIII.02.    Covenant of Company to Pay to Trustee Whole Amount Due
          on Securities on Default in Payment of Interest or Principal;
          Suits for Enforcement by Trustee.

          (a)  The Company covenants that if (i) default is made in the
payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 calendar days or (ii)
default is made in the payment of the principal of (or premium, if any, on)
any Security when it becomes due and payable, the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of
such interest will be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such
further amount as will be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements,
and advances of the Trustee and its agents and counsel.

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

          (c)  In case of any judicial proceeding relative to the Company
(or any other obligor upon the Securities), its property or its creditors,
the Trustee will be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding.  In particular, the Trustee will be
authorized to collect and receive any money or other property payable or
deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator, or other
similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee consents to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements, and advances of the Trustee and its agents and
counsel, and any other amounts due the Trustee under Section 9.06.

          (d)  No provision of this Indenture will be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment, or composition
affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.

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

Section VIII.03.    Application of Money Collected by Trustee.

          Any money collected by the Trustee pursuant to this Article VIII
will be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of
principal or any premium or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                         FIRST:    To the payment of all amounts due the
                    Trustee under Section 9.06; and

                         SECOND:   To the payment of the amounts then due
                    and unpaid for principal of and any premium and
                    interest on the Securities in respect of which or for
                    the benefit of which such money has been collected,
                    ratably, without preference or priority of any kind,
                    according to the amounts due and payable on such
                    Securities for principal and any premium and interest,
                    respectively.

Section VIII.04.    Limitation on Suits by Holders of Securities.

          No Holder of any Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless (a) such Holder has previously given written
notice to the Trustee of a continuing Event of Default with respect to the
Securities of that series, (b) the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series shall have
made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder, (c) such Holder
or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses, and liabilities to be incurred in compliance with such
request, (d) the Trustee for 60 calendar days after its receipt of such
notice, request, and offer of indemnity has failed to institute any such
proceeding, and (e) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series,
it being understood and intended that no one or more of such Holders will
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb, or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

Section VIII.05.    Rights and Remedies Cumulative; Delay or Omission in
          Exercise of Rights not a Waiver of Event of Default.

          (a)  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost, or stolen Securities in the last
paragraph of Section 2.07, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy will, 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, will not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

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

Section VIII.06.    Rights of Holders of Majority in Principal Amount of
          Outstanding Securities to Direct Trustee.

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

Section VIII.07.    Requirement of an Undertaking to Pay Costs in Certain
          Suits Under the Indenture or Against the Trustee.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered, or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs, including legal fees and expenses, against any such
party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section 8.07 nor the Trust
Indenture Act will be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Trustee or by the Company.

Section VIII.08.    Notice of Defaults.

          If a Default occurs hereunder with respect to Securities of any
series, the Trustee will give the Holders of Securities of such series
notice of such Default actually known to it as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any
Default of the character specified in Section 8.01(a)(iv) with respect to
Securities of such series no such notice to Holders will be given until at
least 30 calendar days after the occurrence thereof.  The Company will give
the Trustee notice of any uncured Event of Default within 10 days after any
Responsible Officer of the Company becomes aware of or receives actual
notice of such Event of Default.

Section VIII.09.    Unconditional Right of Holders to Receive Principal,
          Premium, and Interest.

          Notwithstanding any other provision in this Indenture, the Holder
of any Security will have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to
Section 2.09) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights may not be impaired without the consent of such
Holder.
Paragraph Numbering Definition:  X.  1.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  8.10
Section VIII.10.    Restoration of Rights and Remedies.

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

Section VIII.11.    Trustee May File Proofs of Claims.

          The Trustee may 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 the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceeding relative to the Company or the
Subsidiaries (or any other obligor upon the Securities), their creditors or
their property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claim and
to distribute the same, and any custodian in any such judicial proceedings
is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements, and advances
of the Trustee, its agents and counsel, and any other amounts due the
Trustee hereunder.  Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.
Paragraph Numbering Definition:  X.  01.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  9
                   Article IX.  Concerning the Trustee.

Section IX.01. Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee will be as
provided by the Trust Indenture Act.  Notwithstanding the foregoing, no
provision of this Indenture will require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.  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 will be subject to the
provisions of this Section 9.01.

Section IX.02. Certain Rights of Trustee.

          Subject to the provisions of Section 9.01:  (a) the Trustee may
conclusively rely and will be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness, or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties; (b) any request or direction of the Company mentioned herein will
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board will be sufficiently evidenced by a Board
Resolution; (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering, or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer's Certificate; (d)
the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel will be full and complete
authorization and protection in respect of any action taken, suffered, or
omitted by it hereunder in good faith and in reliance thereon; (e) the
Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs,
expenses, and liabilities which might be incurred by it in compliance with
such request or direction; (f) the Trustee will not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness, or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it will be entitled to examine the
books, records, and premises of the Company, personally or by agent or
attorney; (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee will not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder; (h) the Trustee will not be liable for any action taken,
suffered, or omitted to be taken by it in good 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 will 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 or circumstance which is in fact such a Default
or Event of Default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities (or the
applicable series thereof) and this Indenture.

Section IX.03. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, may be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Securities.  The Trustee or any Authenticating Agent will not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section IX.04. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar, or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 9.07 and 9.12, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar, or such other agent.

Section IX.05. Money Held in Trust.

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

Section IX.06. Compensation and Reimbursement.

          (a)  The Company will (i) pay to the Trustee from time to time
such compensation as shall be agreed to in writing between the Company and
the Trustee for all services rendered by it hereunder (which compensation
will not be limited to any provision of law in regard to the compensation
of a trustee of an express trust); (ii) except as otherwise expressly
provided herein, reimburse the Trustee upon its request for all reasonable
expenses, disbursements, and advances incurred or made by the Trustee in
accordance with provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of agents and counsel),
except any such expense, disbursement, or advance as may be attributable to
its negligence or bad faith; and (iii) indemnify the Trustee and any
predecessor Trustee for, and hold them harmless against, any and all
losses, liabilities, damages, claims and expenses, including taxes (other
than taxes based on the income of the Trustee or predecessor Trustee and
other taxes relating to the Trustee's or predecessor Trustee's overall
business and operations) incurred without negligence or bad faith on its
part arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

          (b)  The Trustee will have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owed to it or
any predecessor Trustee pursuant to this Section 9.06, except with respect
to funds held in trust for the benefit of the Holders of particular
Securities.

          (c)  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 8.01(a)(vii) or
Section 8.01(a)(viii), such expenses (including the reasonable fees and
expenses of its counsel) and the Trustee's compensation for such services
are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency, or other similar law.

          (d)  The provisions of this Section 9.06 will survive the
termination of this Indenture.

Section IX.07. Disqualification; Conflicting Interests.

          If the Trustee has or acquires a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee will either eliminate such
interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.
Section IX.08. Corporate Trustee Required Eligibility.

          There will at all times be one or more Trustees hereunder with
respect to the Securities of each series, at least one of which will be a
Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $100,000,000 and its
Corporate Trust Office or principal office in New York City, or any other
major city in the United States that is acceptable to the Company.  If such
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a supervising or examining state or federal
authority, then for the purposes of this Section 9.08, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 9.08, it will resign immediately in the
manner and with the effect hereinafter specified in this Article IX.

Section IX.09. Resignation and Removal; Appointment of Successor.

          (a)  No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article IX will become effective
until the acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 9.10.

          (b)  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.  If the instrument of acceptance by a successor Trustee required
by Section 9.10 shall not have been delivered to the Trustee within 30
calendar days after the giving of such notice of resignation, the resigning
Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.  If the instrument of acceptance by a successor
Trustee required by Section 9.10 shall not have been delivered to the
Trustee within 30 calendar days after the giving of such notice of removal,
the Trustee being removed may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

          (d)  If, at any time, (i) the Trustee fails to comply with
Section 9.07 after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least six months, (ii)
the Trustee ceases to be eligible under Section 9.08 and fails to resign
after written request therefor by the Company or by any such Holder, or
(iii) the Trustee becomes incapable of acting or is adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property is appointed or
any public officer takes charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation, or
liquidation, then, in any such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities or (B) subject to
Section 8.07, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of
the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

          (e)  If the Trustee resigns, is removed, or becomes incapable of
acting, or if a vacancy occurs in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company by a Board
Resolution will promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there will be
only one Trustee with respect to the Securities of any particular series)
and will comply with the applicable requirements of Section 9.10.  If,
within one year after such resignation, removal, or incapability or the
occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series is appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
will, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 9.10, become the successor Trustee
with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company.  If no successor Trustee
with respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
required by Section 9.10, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (f)  The Company will give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of
any series to all holders of Securities of such series in the manner
provided in Section 13.03.  Each notice will include the name of the
successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.
Paragraph Numbering Definition:  X.  1.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  9.10
Section IX.10. Acceptance of Appointment by Successor.

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

          (b)  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee, and each successor Trustee with respect to
the Securities of one or more series will execute and deliver an indenture
supplemental hereto wherein such successor Trustee will accept such
appointment and which (i) will contain such provisions as may be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts, and duties of the retiring Trustee
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee
is not retiring with respect to all Securities, will contain such
provisions as may be deemed necessary or desirable to confirm that all the
rights, powers, trusts, and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is
not retiring will continue to be vested in the retiring Trustee, and (iii)
will add to or change any of the provisions of this Indenture as may 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 will constitute such Trustees co-trustees
of the same trust and that each such Trustee will be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustees and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring
Trustee will become effective to the extent provided therein and each such
successor Trustee, without any further act, deed, or conveyance, will
become vested with all the rights, powers, trusts, and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but on request of
the Company or any successor Trustee, such retiring Trustee will duly
assign, transfer, and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such
successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company will
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all applicable rights, powers, and
trusts referred to in the preceding paragraphs of this Section 9.10.

          (d)  No successor Trustee will accept its appointment unless at
the time of such acceptance such successor Trustee is qualified and
eligible under this Article IX.

Section IX.11. Merger, Conversion, Consolidation, or Succession to
          Business.

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

Section IX.12. Preferential Collection of Claims Against Company.

          If and when the Trustee is or becomes a creditor of the Company
(or any other obligor upon the Securities), the Trustee will be subject to
the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).

Section IX.13. Appointment of Authenticating Agent.

          (a)  The Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which will be authorized
to act on behalf of the Trustee to authenticate Securities of such series
issued upon original issue and upon exchange, registration of transfer, or
partial redemption thereof or pursuant to Section 2.07, and Securities so
authenticated will be entitled to the benefits of this Indenture and will
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference will be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any state thereof,
or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by federal or
state authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section
9.13, the combined capital and surplus of such Authenticating Agent will be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 9.13, such Authenticating Agent will resign immediately in the
manner and with the effect specified in this Section 9.13.

          (b)  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or consolidation to
which such Authenticating Agent may be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, will continue to be an Authenticating Agent, provided
such corporation is otherwise eligible under this Section 9.13, without the
execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

          (c)  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company.  The Trustee may
at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or
in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions this Section 9.13, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
will mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear
in the Security Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder will become vested with all the
rights, powers, and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent.  No successor
Authenticating Agent will be appointed unless eligible under the provisions
of this Section 9.13.

          (d)  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section
9.13, and the Trustee will be entitled to be reimbursed for such payments,
subject to the provisions of Section 9.06.

          (e)  If an appointment with respect to one or more series of
Securities is made pursuant to this Section 9.13, the Securities of such
series may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative form of certificate of authentication in
the following form:
               This is one of the Securities of the series designated
     therein referred to in the within-mentioned Indenture.


                               THE BANK OF NEW YORK,
                                 as Trustee

                              By:
                                 As Authenticating Agent

                              By:
                                 Authorized Signatory
Paragraph Numbering Definition:  X.  01.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  10

         Article X.  Supplemental Indentures And Certain Actions.

Section X.01.  Purposes for Which Supplemental Indentures May Be Entered
               Into Without Consent of Holders.

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

          (a)  to evidence the succession of another Person to the Company
     and the assumption by any such successor of the covenants of the
     Company herein and in the Securities, all to the extent otherwise
     permitted hereunder;

          (b)  to add to the covenants of the Company for the benefit of
     the Holders of all or any series of Securities (and if such covenants
     are to be for the benefit of less than all series of Securities,
     stating that such covenants are expressly being included solely for
     The benefit of such series) or to surrender any right or power herein
     conferred upon the Company;

          (c)  to add any additional Events of Default;

          (d)  to add to or change any of the provisions of this Indenture
     to such extent as may be necessary to permit or facilitate the
     issuance of Securities in bearer form, registrable or not registrable
     as to principal, and with or without interest coupons, or to permit or
     facilitate the issuance of Securities in uncertificated form;

          (e)  to add to, change, or eliminate any of the provisions of
     this Indenture in respect of one or more series of Securities,
     provided that any such addition, change, or elimination (i) will
     neither (A) apply to any Security of any series created prior to the
     execution of such supplemental indenture and entitled to the benefit
     of such provision nor (B) modify the rights of the Holder of any such
     Security with respect to such provision or (ii) will become effective
     only when there is no such Security Outstanding;

          (f)  to establish the form or terms of Securities of any series
     as permitted by Sections 2.01 and 2.02;

          (g)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one
     or more series and to add to or change any of the provisions of this
     Indenture as may be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee,
     pursuant to the requirements of Section 9.10; or

          (h)  to cure any ambiguity, to correct or supplement any
     provision herein which may be defective or inconsistent with any other
     provision herein, or to make any other provisions with respect to
     matters or questions arising under this Indenture, provided that such
     action pursuant to this clause (h) will not adversely affect the
     interests of the Holders of Securities of any series in any material
     respect.

Section X.02.  Modification of Indenture With Consent of Holders of at
               Least a Majority in Principal Amount of Outstanding
               Securities.

          (a)  With the consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture will,
without the consent of the Holder of each Outstanding Security affected
thereby:

          (i)       change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon or any
     premium payable upon the redemption thereof, or reduce the amount of
     the principal of an Original Issue Discount Security that would be due
     and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Sections 8.01(b), or change any Place of Payment where, or
     the coin or currency in which, any Security or any premium or interest
     thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption
     Date);

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

          (iii)     modify any of the provisions of this Section 10.02,
     Section 8.01(d) or Section 6.09, except to increase the percentage in
     principal amount of Holders required under any such Section or to
     provide that certain other provisions of this Indenture cannot be
     modified or waived without the consent of the Holder of each
     Outstanding Security affected thereby, provided, however, that this
     clause (c) will not be deemed to require the consent of any Holder
     with respect to changes in the references to ?the Trustee? and
     concomitant changes in this Section 10.02 and Section 6.09, or the
     deletion of this proviso, in accordance with the requirements of
     Sections 9.10 and 10.01(g).

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

          (c)  It will not be necessary for any Act of Holders under this
Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it will be sufficient if such Act approves the substance
thereof.

Section X.03.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modifications
thereby of the trusts created by this Indenture, the Trustee will be
entitled to receive, and (subject to Section 9.01) will be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but will not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties, or immunities
under this Indenture or otherwise.

Section X.04.  Effect of Supplemental Indentures.

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

Section X.05.  Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article X
will conform to the requirements of the Trust Indenture Act.

Section X.06.  Reference in Securities to Supplemental Indentures.

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article X may, and
will if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If
the Company shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.
                                     
          Article XI.  Consolidation, Merger, Sale, or Transfer.

Section XI.01. Consolidations and Mergers of Company and Sales Permitted
               Only on Certain Terms.

          (a)  The Company shall not consolidate with or merge with or into
any other Person, or transfer (by lease, assignment, sale, or otherwise)
its properties and assets substantially as an entirety to another Person
unless (i) either (A) the Company shall be the continuing or surviving
Person in such a consolidation or merger or (B) the Person (if other than
the Company) formed by such consolidation or into which the Company is
merged or to which the properties and assets of the Company are transferred
substantially as an entirety (the Company or such other Person being
referred to as the Surviving Person) shall be a corporation organized and
validly existing under the laws of the United States, any state thereof, or
the District of Columbia, and shall expressly assume, by an indenture
supplement, all the obligations of the Company under the Securities and the
Indenture, (ii) immediately after the transaction and the incurrence or
anticipated incurrence of any Indebtedness to be incurred in connection
therewith, no Default will exist, and (iii) an Officer's Certificate has
been delivered to the Trustee to the effect that the conditions set forth
in the preceding clauses (i) and (ii) have been satisfied and an Opinion of
Counsel (from a counsel who shall not be an employee of the Company) has
been delivered to the Trustee to the effect that the conditions set forth
in the preceding clause (i) have been satisfied.

          (b)  The Surviving Person will succeed to and be substituted for
the Company with the same effect as if it had been named herein as a party
hereto, and thereafter the predecessor corporation (if it is not the
Surviving Person) will be relieved of all obligations and covenants under
this Indenture and the Securities.

          Article XII.  Satisfaction and Discharge of Indenture.

Section XII.01.     Satisfaction and Discharge of Indenture.

          This Indenture will upon a Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at
the expense the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:  (a) either (i) all
Securities theretofore authenticated and delivered (other than (A)
Securities which have been destroyed, lost, or stolen and which have been
replaced or paid as provided in Section 2.07 and (B) Securities for the
payment of which money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 6.03) have
been delivered to the Trustee for cancellation or (ii) all such Securities
not theretofore delivered to the Trustee for cancellation (A) have become
due and payable, (B) will become due and payable at their Stated Maturity
within one year, or (C) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of clause (A), (B), or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of
such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be; (b) the
Company has paid or caused to be paid all other sums payable hereunder by
the Company; and (c) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been satisfied.  Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 9.06, the obligations of the Company to any Authenticating
Agent under Section 9.13, and, if money shall have been deposited with the
Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the
obligations of the Trustee under Sections 6.03(e) and 12.02, will survive.

Section XII.02.     Application of Trust Money.

Subject to provisions of Section 6.03(e), all money deposited with the
Trustee pursuant to Section 12.01 will be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and any premium and interest
for whose payment such money has been deposited with the Trustee.

                 Article XIII.  Miscellaneous Provisions.

Section XIII.01.    Successors and Assigns of Company Bound by Indenture.

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

Section XIII.02.    Service of Required Notice to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent,
waiver, Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with (a) the
Trustee by any Holder or by the Company will, upon receipt, be sufficient
for every purpose hereunder if made, given, furnished, or filed in a
writing received by the Trustee at its Corporate Trust Office (addressed to
the attention of:  Corporate Trust Trustee Administration) or (b) the
Company by the Trustee or by any Holder will, upon receipt, be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished, or filed in a writing received by the Company at
its principal executive offices (addressed to the attention of both its
Chief Financial Officer and its General Counsel).

Section XIII.03.    Service of Required Notice to Holders; Waiver.

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

Section XIII.04.    Indenture and Securities to be Construed in Accordance
               with the Laws of the State of New York.

          This Indenture and the Securities will be deemed to be a contract
made under the laws of the State of New York, and for all purposes will be
construed in accordance with the laws of said State without giving effect
to principles of conflict of laws of such State.
Section XIII.05.    Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company
will furnish to the Trustee such certificates and opinions as may be
required under the Trust Indenture Act.  Each such certificate or opinion
will be given in the form of an Officer's Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and will comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture.

Section XIII.06.    Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or
several documents.  Where any Person is required to make, give, or execute
two or more applications, requests, consents, certificates, statements,
opinions, or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.

Section XIII.07.    Payments Due on Non-Business Days.

          In any case where any Interest Payment Date, Redemption Date, or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of the Securities of any series
which specifically states that such provision will apply in lieu of this
Section 13.07)) payment of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, and no interest shall accrue for the intervening
period.

Section XIII.08.    Provisions Required by Trust Indenture Act to Control.

          If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed on any Person by Sections 310 through 317
of the Trust Indenture Act (including provisions automatically deemed
included in this Indenture pursuant to the Trust Indenture Act unless this
Indenture provides that such provisions are excluded), which are deemed to
be a part of and govern this Indenture, whether or not contained herein,
then such imposed duties will control.

Section XIII.09.    Invalidity of Particular Provisions.

          In case any one or more of the provisions contained in this
Indenture or in the Securities is for any reason held to be invalid,
illegal, or unenforceable in any respect, such the validity, illegality, or
enforceability will not affect any other provision of this Indenture or of
the Securities, but this Indenture and such Securities will be construed as
if such invalid or illegal or unenforceable provision had never been
contained herein or therein.
Paragraph Numbering Definition:  X.  1.  (a)   (1)  (a)   (i)  (i)   (a)
Starting Paragraph Number:  13.10
Section XIII.10.    Indenture May be Executed In Counterparts.

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

Section XIII.11.    Acts of Holders; Record Dates.

          (a)  Any request, demand, authorization, direction, notice,
consent, waiver, or other action provided or permitted by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action will become effective when such
instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the Act of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a writing
appointing any such agent will be sufficient for any purpose of this
Indenture and (subject to Section 9.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 13.11.

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

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

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

          (e)  The Company may, in the circumstances permitted by the Trust
Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice,
consent, waiver, or other action provided or permitted by this Indenture to
be given or taken by Holders of Securities of such series.  With regard to
any record date set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, will be entitled to give or take
the relevant action, whether or not such Holders remain Holders after such
record date.  With regard to any action that may be given or taken
hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a
record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be
given or taken by any Holder will be effective hereunder unless given or
taken on or prior to such expiration date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record
date (or their duly appointed agents).  On or prior to any expiration date
set pursuant to this paragraph, the Company may, on one or more occasions
at its option, extend such date to any later date.  Nothing in this
paragraph will prevent any Holder (or any duly appointed agent thereof)
from giving or taking, after any such expiration date, any action identical
to, or, at any time, contrary to or different from, the action or purported
action to which such expiration date relates, in which event the Company
may set a record date in respect thereof pursuant to this paragraph.
Nothing in this Section 13.11(e) will be construed to render ineffective
any action taken at any time by the Holders (or their duly appointed
agents) of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is so taken.  Notwithstanding the
foregoing or the Trust Indenture Act, the Company will not set a record
date for, and the provisions of this Section 13.11(e) will not apply with
respect to, any notice, declaration, or direction referred to in the next
paragraph.

          (f)  Upon receipt by the Trustee from any Holder of Securities of
a particular series of (a) any notice of default or breach referred to in
Section 8.01(a)(iv) or 8.01(a)(v) with respect to Securities of such
series, if such default or breach has occurred and is continuing and the
Trustee shall not have given such notice to the Company, (b) any
declaration of acceleration referred to in Section 8.01(b), if an Event of
Default with respect to Securities of such series has occurred and is
continuing and the Trustee shall not have given such a declaration to the
Company, or (c) any direction referred to in Section 8.06 with respect to
Securities of such series, if the Trustee shall not have taken the action
specified in such direction, then a record date will automatically and
without any action by the Company or the Trustee be set for determining the
Holders of Outstanding Securities of such series entitled to join in such
notice, declaration, or direction, which record date will be the close of
business on the tenth calendar day following the day on which the Trustee
receives such notice, declaration, or direction.  Promptly after such
receipt by the Trustee, and in any case not later than the fifth calendar
day thereafter, the Trustee will notify the Company and the Holders of
Outstanding Securities of such series of any such record date so fixed.
The Holders of Outstanding Securities of such series on such record date
(or their duly appointed agents), and only such Persons, will be entitled
to join in such notice, declaration, or direction, whether or not such
Holders remain Holders after such record date; provided that, unless such
notice, declaration, or direction shall have become effective by virtue of
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th calendar day after such record date, such
notice, declaration, or direction will automatically and without any action
by any Person be cancelled and of no further effect.  Nothing in this
Section 13.11(f) will be construed to prevent a Holder (or a duly appointed
agent thereof) from giving, before or after the expiration of such 90-day
period, a notice, declaration, or direction contrary to or different from,
or, after the expiration of such period, identical to, the notice,
declaration, or direction to which such record date relates, in which event
a new record date in respect thereof will be set pursuant to this Section
13.11(f).  Nothing in this Section 13.11(f) will be construed to render
ineffective any notice, declaration, or direction of the type referred to
in this Section 13.11(f) given at any time to the Trustee and the Company
by Holders (or their duly appointed agents) of the requisite principal
amount of Outstanding Securities of the relevant series on the date such
notice, declaration, or direction is so given.

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

Section XIII.12.    Effect of Headings and Table of Contents.

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

Section XIII.13.    Benefits of Indenture.

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

                    ____________________
          In Witness Whereof, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.


[Seal]                        EDISON BROTHERS STORES, INC.


                              By:
                              Name:     David B. Cooper, Jr.
                                   Title:    Executive Vice President and
                              Chief                Financial Officer

Attest:
Name:
Title:

                              THE BANK OF NEW YORK, as Trustee

                              By:
                              Name:
                              Title:

Attest:
Name:
Title:

STATE OF       )
               )   ss.:
COUNTY OF      )

          On this ____ day of September, 1997, before me personally came
David B. Cooper, Jr., to me known, who, being by me duly sworn, did depose
and say that he is an Executive Vice President and the Chief Financial
Officer of EDISON BROTHERS STORES, INC., one of the entities described in
and which executed the above instrument; that he/she knows the seal of said
entity; that the seal or a facsimile thereof affixed to said instrument is
such seal; that it was so affixed by authority of the Board of Directors of
said entity, and that he/she signed his/her name thereto by like authority.


                              Notary Public

          In Witness Whereof, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                              Notary Public

STATE OF       )
               )   ss.:
COUNTY OF      )


          On this ____ day of September, 1997, before me personally came
                                        , to me known, who, being by me
duly sworn, did depose and say that he/she is
__________________________________________ of THE BANK OF NEW YORK, one of
the entities described in and which executed the above instrument; that
he/she knows the seal of said entity; that the seal or a facsimile thereof
affixed to said instrument is such seal; that it was so affixed by
authority of the Board of Directors of said entity, and that he/she signed
his/her name thereto by like authority.


                              Notary Public


          In Witness Whereof, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                              Notary Public