CENTURY TELEPHONE ENTERPRISES, INC.

                                    AND

                 FIRST AMERICAN BANK & TRUST OF LOUISIANA

                                AS TRUSTEE



                                 INDENTURE

                        Dated as of March 31, 1994




                                Securities




<PAGE>



                           CROSS-REFERENCE TABLE



     SECTION OF
TRUST INDENTURE ACT                                             SECTION OF
OF 1939, AS AMENDED                                             INDENTURE


310(a).................................................................7.09
310(b).................................................................7.08
                                                                  7.10
310(c).........................................................Inapplicable
311(a)..............................................................7.13(a)
311(b)..............................................................7.13(b)
311(c).........................................................Inapplicable
312(a).................................................................5.01
                                                               5.02(a)
312(b)..............................................................5.02(b)
312(c)..............................................................5.02(c)
313(a)..............................................................5.04(a)
313(b)..............................................................5.04(b)
313(c)..............................................................5.04(a)
                                                               5.04(b)
313(d)..............................................................5.04(c)
314(a).................................................................5.03
314(b).........................................................Inapplicable
314(c)................................................................13.06
314(d).........................................................Inapplicable
314(e)................................................................13.06
314(f).........................................................Inapplicable
315(a)..............................................................7.01(a)
                                                                  7.02
315(b).................................................................6.07
315(c).................................................................7.01
315(d)..............................................................7.01(b)
                                                                    7.01(c)
315(e).................................................................6.08
316(a).................................................................6.06
                                                                  8.04
316(b).................................................................6.04
316(c).................................................................8.01
317(a).................................................................6.02
317(b).................................................................4.04
318(a)................................................................13.08











                             TABLE OF CONTENTS


                                                                       PAGE


                              ARTICLE I.

                               DEFINITIONS

SECTION 1.01.  Terms Defined.

     Affiliate..........................................................  2
     Authenticating Agent...............................................  2
     Board of Directors.................................................  2
     Board Resolution...................................................  2
     Business Day.......................................................  2
     Certificate........................................................  3
     Corporate Trust Office.............................................  3
     Company............................................................  3
     Default............................................................  3
     Event of Default...................................................  3
     Governmental Obligations...........................................  3
     Indenture..........................................................  4
     Interest Payment Date..............................................  4
     Officers' Certificate..............................................  4
     Opinion of Counsel.................................................  4
     Outstanding........................................................  4
     Paying Agent.......................................................  4
     Person.............................................................  4
     Predecessor Security...............................................  5
     Responsible Officer................................................  5
     Security" or "Securities...........................................  5
     Securityholder.....................................................  5
     Subsidiary.........................................................  5
     Trustee............................................................  5
     Trust Indenture Act of 1939, as amended............................  6


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01............................................................. 6
SECTION 2.02............................................................. 7
SECTION 2.03............................................................. 7
SECTION 2.04............................................................. 9
SECTION 2.05.............................................................10
SECTION 2.06.............................................................12
SECTION 2.07.............................................................12
SECTION 2.08.............................................................13
SECTION 2.09.............................................................13
SECTION 2.10.............................................................14
SECTION 2.11.............................................................14
SECTION 2.12.............................................................14

                               ARTICLE III.

           REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01.............................................................15
SECTION 3.02.............................................................15
SECTION 3.03.............................................................16
SECTION 3.04.............................................................17
SECTION 3.05.............................................................17
SECTION 3.06.............................................................17


                                ARTICLE IV.

                    PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01.............................................................18
SECTION 4.02.............................................................18
SECTION 4.03.............................................................18
SECTION 4.04.............................................................20
SECTION 4.05.............................................................20
SECTION 4.06.............................................................21

                                ARTICLE V.

             SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                              AND THE TRUSTEE

SECTION 5.01.............................................................22
SECTION 5.02.............................................................22
SECTION 5.03.............................................................24
SECTION 5.04.............................................................25


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

SECTION 6.01.............................................................26
SECTION 6.02.............................................................29
SECTION 6.03.............................................................31
SECTION 6.04.............................................................31
SECTION 6.05.............................................................32
SECTION 6.06.............................................................32
SECTION 6.07.............................................................33
SECTION 6.08.............................................................34

                               ARTICLE VII.

                          CONCERNING THE TRUSTEE

SECTION 7.01.............................................................34
SECTION 7.02.............................................................36
SECTION 7.03.............................................................37
SECTION 7.04.............................................................37
SECTION 7.05.............................................................37
SECTION 7.06.............................................................38
SECTION 7.07.............................................................38
SECTION 7.08.............................................................38
SECTION 7.09.............................................................39
SECTION 7.10.............................................................39
SECTION 7.11.............................................................40
SECTION 7.12.............................................................42
SECTION 7.13.............................................................42


                               ARTICLE VIII.

                      CONCERNING THE SECURITYHOLDERS

SECTION 8.01.............................................................46
SECTION 8.02.............................................................47
SECTION 8.03.............................................................47
SECTION 8.04.............................................................48
SECTION 8.05.............................................................48


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

SECTION 9.01.............................................................49
SECTION 9.02.............................................................50
SECTION 9.03.............................................................51
SECTION 9.04.............................................................51
SECTION 9.05.............................................................51


                                ARTICLE X.

                      CONSOLIDATION, MERGER AND SALE

SECTION 10.01............................................................51
SECTION 10.02............................................................52
SECTION 10.03............................................................53


                                ARTICLE XI.

                 SATISFACTION AND DISCHARGE OF INDENTURE;
                             UNCLAIMED MONEYS

SECTION 11.01............................................................53
SECTION 11.02............................................................54
SECTION 11.03............................................................54
SECTION 11.04............................................................54
SECTION 11.05............................................................55


                               ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

SECTION 12.01............................................................55


                               ARTICLE XIII.

                             SUNDRY PROVISIONS

SECTION 13.01............................................................56
SECTION 13.02............................................................56
SECTION 13.03............................................................56
SECTION 13.04............................................................56
SECTION 13.05............................................................56
SECTION 13.06............................................................56
SECTION 13.07............................................................57
SECTION 13.08............................................................57
SECTION 13.09............................................................57
SECTION 13.10............................................................57






          THIS INDENTURE, dated as of the 31st day of March, 1994, between
CENTURY TELEPHONE ENTERPRISES, INC., a corporation duly organized and
existing under the laws of the State of Louisiana (hereinafter sometimes
referred to as the "Company"), and FIRST AMERICAN BANK & TRUST OF
LOUISIANA, a Louisiana banking corporation, as trustee (hereinafter
sometimes referred to as the "Trustee"):

          WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured securities, debentures, notes or other evidences of
indebtedness (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more
series as in this Indenture provided as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

          WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution of this Indenture;

          WHEREAS, the Securities and the certificate of authentication to
be borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors
(as defined below) or set forth in any indenture supplemental to this
Indenture;

          AND WHEREAS, all acts and things necessary to make the Securities
issued pursuant hereto, when executed by the Company and authenticated and
delivered by the Trustee as in this Indenture provided, 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 or will be done and performed prior to the issuance of such
Securities, and the execution of this Indenture and the issuance hereunder
of the Securities have been or will be prior to issuance in all respects
duly authorized, and the Company, in the exercise of the legal right and
power in it vested, executes this Indenture and proposes to make, execute,
issue and deliver the Securities;

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the
Securities by the holders thereof and of the sum of one dollar ($1.00) to
it duly paid by the Trustee at the execution of these presents, the receipt
whereof is hereby acknowledged, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit (subject to the provisions
of this Indenture) of the respective holders from time to time of the
Securities, without any discrimination, preference or priority of any one
Security over any other by reason of priority in the time of issue, sale or
negotiation thereof, or otherwise, except as provided herein, as follows:


                                ARTICLE I.

                               DEFINITIONS

          SECTION 1.01.  The terms defined in this Section (except as in
this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any resolution of the Board
of Directors of the Company and of any indenture supplemental hereto shall
have the respective meanings specified in this Section.  All other terms
used in this Indenture which are defined in the Trust Indenture Act of
1939, as amended, or which are by reference in such Act defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities
Act as in force at the date of the execution of this instrument.

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

          "AUTHENTICATING AGENT" means an authenticating agent with respect
to all or any of the series of Securities, as the case may be, appointed
with respect to all or any series of the Securities, as the case may be, by
the Trustee pursuant to Section 2.10.

          "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, or a properly empowered Executive or Special Committee of such
Board.

          "BOARD RESOLUTION" shall mean 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.

          "BUSINESS DAY", with respect to any series of securities, shall
mean any day other than a day on which banking institutions in the City of
Monroe, State of Louisiana or the Borough of Manhattan, the City and State
of New York, as the case may be (depending on whether an office or agency
of the Company is being maintained in either such city with respect to any
such series), are authorized or obligated by law or executive order to
close.

          "CERTIFICATE" shall mean a certificate signed by the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company.  The Certificate need not
comply with the provisions of Section 13.06(a) unless the context shall so
require.

          "CORPORATE TRUST OFFICE" shall mean the office of the Trustee at
which at any particular time its corporate trust business shall be
principally administered, which office at the date of the execution of this
Indenture is located at First American Bank & Trust of Louisiana, 1500
North 18th Street, Monroe, Louisiana 71201.

          "COMPANY" shall mean Century Telephone Enterprises, Inc., a
corporation duly organized and existing under the laws of the State of
Louisiana, and, subject to the provisions of Article Ten, shall also
include its successors and assigns.

          "DEFAULT" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

          "EVENT OF DEFAULT" with respect to Securities of a particular
series shall mean any event specified in Section 6.01, continued for the
period of time, if any, therein designated.

          "GOVERNMENTAL OBLIGATIONS" shall mean securities that are (i)
direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a 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 such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation
evidenced by such depository receipt.

          "INDENTURE" shall mean this instrument as originally executed,
or, if amended or supplemented as herein provided, as so amended or
supplemented.

          "INTEREST PAYMENT DATE" when used with respect to any installment
of interest on a Security of a particular series shall mean the date
specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which
an installment of interest with respect to Securities of that series is due
and payable.

          "OFFICERS' CERTIFICATE" shall mean a certificate signed by the
President or the Chief Financial Officer and by the Treasurer or an
Assistant Treasurer or the Controller or an Assistant Controller or the
Secretary or an Assistant Secretary of the Company.  Each such certificate
shall include the statements provided for in Section 13.06, if and to the
extent required by the provisions thereof.

          "OPINION OF COUNSEL" shall mean an opinion in writing signed by
legal counsel, who shall be satisfactory to the Trustee and who may be an
employee of or counsel for the Company.  Each such opinion shall include
the statements provided for in Section 13.06, if and to the extent required
by the provisions thereof.

          "OUTSTANDING", when used with reference to Securities of any
series, shall, subject to the provisions of Section 8.04, mean, as of any
particular time, all Securities of that series  theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to
the Trustee or any paying agent for cancellation or which have previously
been canceled; (b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own
paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07.

          "PAYING AGENT" means any Person, including the Company or the
Trustee, authorized by the Company to pay the principal of, and premium, if
any, or interest, if any, on any Securities on behalf of the Company.

          "PERSON" means any individual, corporation, partnership, joint
venture, trust, limited liability company, limited liability partnership or
unincorporated organization or any government or any political subdivision,
instrumentality or agency thereof.

          "PREDECESSOR SECURITY" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security.

          "RESPONSIBLE OFFICER" when used with respect to the Trustee shall
mean any corporate trust officer or any assistant corporate trust officer
or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with
the particular subject.

          "SECURITY" OR "SECURITIES" shall mean any Security or Securities,
as the case may be, authenticated and delivered under this Indenture.

          "SECURITYHOLDER", "holder of Securities", "registered holder", or
other similar term, shall mean the person or persons in whose name or names
a particular Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

          "SUBSIDIARY" shall mean (a) any corporation at least a majority
of whose outstanding voting stock shall at the time be owned by the Company
or by one or more Subsidiaries or by the Company and one or more
Subsidiaries and (b) the partnerships, joint ventures and any other
entities of which the Company is the managing general partner or otherwise
effectively controls such entity.  For the purposes only of the definition
of the term "Subsidiary", the term "voting stock", as applied to the stock
of any corporation, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of
such corporation, other than stock having such power only by reason of the
occurrence of a contingency.

          "TRUSTEE" shall mean First American Bank & Trust of Louisiana,
and, subject to the provisions of Article Seven, shall also include its
successors and assigns, and, if at any time there is more than one person
acting in such capacity hereunder, "Trustee" shall mean each such person.
The term "Trustee" as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.

          "TRUST INDENTURE ACT OF 1939, AS AMENDED," subject to the
provisions of Sections 9.01, 9.02, and 10.01, shall mean the Trust
Indenture Act of 1939, as amended and in effect at the date of execution of
this Indenture.


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

          SECTION 2.01.   The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series from time to time
authorized by or pursuant to a Board Resolution, or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Securities
of a particular series.  Prior to the initial issuance of Securities of any
series, there shall be established in or pursuant to a Board Resolution or
established in one or more indentures supplemental hereto:

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

          (2)  any limit upon the aggregate principal amount of the
     Securities of that series which may be authenticated and delivered
     under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in
     lieu of, other Securities of that series as provided in Section 2.07
     and Section 2.08);

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

          (4)  the rate or rates at which the Securities of the series
     shall bear interest or the manner of calculation of such rate or
     rates, if any, the date or dates from which such interest shall
     accrue, the interest payment dates on which such interest shall be
     payable or the manner of determination of such interest payment dates;

          (5)  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;

          (6)  the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions (including payments made in cash in anticipation of future
     sinking fund obligations) 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 shall be
     redeemed or purchased, in whole or in part, pursuant to such
     obligation;

          (7)  the form of the Securities of the series including the form
     of the Certificate of Authentication for such series;

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

          (9)  any and all other terms with respect to such series (which
     terms shall not be inconsistent with the terms of this Indenture).

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

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy thereof shall be delivered to the
Trustee at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

          SECTION 2.02.  The Securities of any series and the Trustee's
Certificate of Authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more
indentures supplemental hereto or as provided in a Board Resolution, and
may have such letters, numbers, CUSIP numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on
which Securities of that series may be listed, or to conform to usage.

          SECTION 2.03.  The Securities shall be issuable as registered
Securities and in the denominations of $1,000 or any multiple thereof,
subject to Section 2.01(8).  The Securities of a particular series shall
bear interest payable on the dates and at the rate specified with respect
to that series.  The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States
of America which at the time is legal tender for public and private debt,
at the office or agency of the Company maintained for that purpose in
either the City of Monroe, State of Louisiana or the Borough of Manhattan,
the City and State of New York, or, at the option of the Company, by check
in United States of America dollars mailed or delivered to the person in
whose name such Security is registered.  Each Security shall be dated the
date of its authentication.  Interest on the Securities shall be computed
on the basis of a 360-day year composed of twelve 30-day months; provided
that interest on Securities bearing interest at a floating rate shall be
computed on the basis of a year of 365 or 366 days, as appropriate, for the
actual number of days elapsed.

          The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any interest payment date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more predecessor Securities) is registered at the close
of business on the regular record date for such interest installment.  In
the event that any Security of a particular series or portion thereof is
called for redemption and the redemption date is subsequent to a regular
record date with respect to any interest payment date and prior to such
interest payment date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.

          Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any interest payment date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

          (1) The Company may make payment of any Defaulted Interest on
     Securities to the persons in whose names such Securities (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 shall be fixed in the following manner:  the Company
     shall notify the Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each such Security and the date of the
     proposed payment, and at the same time the Company shall deposit with
     the Trustee an amount of money equal to the aggregate amount proposed
     to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the
     date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the persons entitled to such Defaulted
     Interest as in this clause provided.  Thereupon the Trustee shall fix
     a special record date for the payment of such Defaulted Interest which
     shall not be more than 15 or less than 10 days prior to the date of
     the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment.  The Trustee shall
     promptly notify the Company of such special record date and, in the
     name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the special record
     date therefor to be mailed, first class postage prepaid, to each
     Securityholder at his or her address as it appears in the Security
     Register (as hereinafter defined), not less than 10 days prior to such
     special record date.  Notice of the proposed payment of such Defaulted
     Interest and the special record date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the persons in
     whose names such Securities (or their respective Predecessor
     Securities) are registered on the close of business on such special
     record date and shall be no longer payable pursuant to the following
     clause (2).

          (2) The Company may make payment of any Defaulted Interest on any
     Securities 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, such manner of payment shall be
     deemed practicable by the Trustee.

          The term "regular record date" as used in this Section with
respect to a series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall occur, if
such interest payment date is the first day of a month, or the last day of
the month immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall occur, if
such interest payment date is the fifteenth day of a month, whether or not
such date is a Business Day.

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

          SECTION 2.04.  The Securities shall, subject to the provisions of
Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may
determine, and shall be signed on behalf of the Company by its President or
one of its Vice Presidents, under its corporate seal attested by its
Secretary or one of its Assistant Secretaries.  The signature of the
President or a Vice President and/or the signature of the Secretary or an
Assistant Secretary in attestation of the corporate seal, upon the
Securities, may be in the form of a facsimile signature of a present or any
future President or Vice President and of a present or any future Secretary
or Assistant Secretary and may be imprinted or otherwise reproduced on the
Securities and for that purpose the Company may use the facsimile signature
of any person who shall have been a President or Vice President, or of any
person who shall have been a Secretary or Assistant Secretary,
notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such person shall have ceased to
be the President or a Vice President, or the Secretary or an Assistant
Secretary, of the Company, as the case may be.  The seal of the Company may
be in the form of a facsimile of the seal of the Company and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.

          Only such Securities of a series as shall bear thereon a
certificate of authentication substantially in the form established for
such series, executed manually by an authorized signatory of the Trustee,
or by any Authenticating Agent appointed by the Trustee with respect to
such series, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose.  Such certificate executed by the
Trustee, or by any Authenticating Agent appointed by the Trustee with
respect to such series, upon any Security of such series executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture.

          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 written order of the Company for the authentication and delivery of
such Securities, signed by its President or any Vice President and its
Treasurer or any Assistant Treasurer, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities.

          In authenticating Securities of any series and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture and that such Securities,
when authenticated and delivered by the Trustee, will be duly authorized,
executed and delivered and will constitute the legal, valid and binding
obligations of the Company, enforceable against it in accordance with their
terms.

          The Trustee shall not be required to authenticate any Securities
of a series if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

          SECTION 2.05.  (a)  Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for
such purpose in either the City of Monroe, State of Louisiana, or the
Borough of Manhattan, the City and State of New York, for other Securities
of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in this
Section.  In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Security or Securities of the
same series which the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.

          (b)  The Trustee is hereby appointed as the registrar (the
"Security Registrar") for the purpose of registering securities and the
transfer of securities as herein provided.  The Company shall cause to be
kept at the office or agency designated for such purpose in either the City
of Monroe, State of Louisiana, or the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in
this Article provided.

          Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose in either the City of
Monroe, State of Louisiana, or the Borough of Manhattan, the City and State
of New York, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in the name of the transferee or
transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.

          All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company
or the Security Registrar, duly executed by the registered holder or by his
duly authorized attorney in writing.

          (c)  No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

          (d)  The Company shall not be required (a) to issue, exchange or
register the transfer of the Securities of any series during a period
beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of less than all the Outstanding Securities of
such series and ending at the close of business on the day of such mailing,
nor (b) to register the transfer of or exchange any Securities of any
series or portions thereof called for redemption.

          SECTION 2.06.   Pending the preparation of definitive Securities
of any series, the Company may execute, and the Trustee shall authenticate
and deliver, temporary Securities (printed, lithographed or typewritten) of
any authorized denomination, and substantially in the form of the
definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company.  Every temporary
Security of any series shall be executed 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 of such
series.  Without unnecessary delay the Company will execute and will
furnish definitive Securities of such series and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor
(without charge to the holders), at the office or agency of the Company
designated for the purpose in either the City of Monroe, State of
Louisiana, or the Borough of Manhattan, the City and State of New York, and
the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Securities an equal aggregate principal amount
of definitive Securities of such series.  Until so exchanged, the temporary
Securities of such series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and
delivered hereunder.

          SECTION 2.07.   In case any temporary or definitive Security shall
become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and upon its request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen.
In every case the applicant for a substituted Security shall furnish to the
Company and to the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and to the
Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof.  The Trustee may
authenticate any such substituted Security and deliver the same upon the
written request or authorization of any officer of the Company.  Upon the
issue of any substituted Security, 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.  In case any Security which
has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security,
pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and to the Trustee such security or indemnity
as they may require to save them harmless, and, in case of destruction,
loss or theft, evidence to the satisfaction of the Company and the Trustee
of the destruction, loss or theft of such Security and of the ownership
thereof.

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

          SECTION 2.08.   All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any paying agent, be delivered to the Trustee
for cancellation, or, if surrendered to the Trustee, shall be canceled by
it, and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture.  On
request of the Company, the Trustee shall deliver to the Company canceled
Securities held by the Trustee.  In the absence of such request the Trustee
may destroy canceled Securities in accordance with its standard procedures
and deliver a certificate of destruction to the Company.  If the Company
shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to
the Trustee for cancellation.

          SECTION 2.09.   Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any person, firm
or corporation, other than the parties hereto and the holders of the
Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision
herein contained; all such covenants, conditions and provisions being for
the sole benefit of the parties hereto and of the holders of the
Securities.

          SECTION 2.10.  So long as any of the Securities of any series
remain Outstanding there may be an Authenticating Agent for any or all such
series of Securities which the Trustee shall have the right to appoint.
Said Authenticating Agent shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
All references in this Indenture to the authentication of Securities by the
Trustee shall be deemed to include authentication by an Authenticating
Agent for such series except for authentication upon original issuance or
pursuant to Section 2.07 hereof.  Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation which has a combined
capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized
or in which it is doing business to conduct a trust business, and which is
otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by Federal or State authorities.  If
at any time any Authenticating Agent shall cease to be eligible in
accordance with these provisions, it shall resign immediately.  All fees
and expenses of the Authenticating Agent shall be paid by the Company.

          Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may
at any time (and upon request by the Company shall) terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may
appoint an eligible successor Authenticating Agent acceptable to the
Company.  Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.

          SECTION 2.11.  The Company in issuing Securities of any series
shall use a "CUSIP" number and the Trustee shall use the CUSIP number in
notices of redemption or exchange as a convenience to the holders of the
Securities of such series; provided, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Securities of such series, and that
reliance may be placed only on the other identification numbers printed on
the Securities of such series.

          SECTION 2.12.  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
payments of principal of (and premium, if any), and (subject to Section
2.03) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee, shall be affected by
notice to the contrary.


                               ARTICLE III.

           REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

          SECTION 3.01.   The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the
terms established for such series pursuant to Section 2.01 hereof.

          SECTION 3.02.   (a)  In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the
Securities of any series in accordance with the right reserved so to do,
the Company shall give notice of such redemption to holders of the
Securities of such series to be redeemed and to the Trustee by mailing,
first class postage prepaid, a notice of such redemption not less than 30
days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon
the Security Register.  Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or
not the registered holder receives the notice.  In any case, failure duly
to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series.  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 shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

          Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Securities of that series are
to be redeemed, and shall state that payment of the redemption price of
such Securities to be redeemed will be made at the office or agency of the
Company in either the City of Monroe, State of Louisiana, or the Borough of
Manhattan, the City and State of New York, or, at the option of the
Company, by check in United States of America dollars mailed or delivered
to the person in whose name such Security is registered, or upon
presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that
from and after said date interest will cease to accrue and that the
redemption is for a sinking fund, if such is the case.  If less than all
the Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed in whole or in part shall specify
the particular Securities to be so redeemed.  In case any Security is to be
redeemed in part only, the notice which relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of such
Security, a new Security or Securities of such series in principal amount
equal to the unredeemed portion thereof will be issued.

          (b)  If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for redemption as to the aggregate principal
amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and which may provide for the
selection of a portion or portions (equal to $1,000 or any multiple
thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Securities to
be redeemed, in whole or in part.

          The Company may, if and whenever it shall so elect, by delivery
of instructions signed on its behalf by its President or any Vice
President, instruct the Trustee or any paying agent to call all or any part
of the Securities of a particular series for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in
the name of the Company or its own name as the Trustee or such paying agent
may deem advisable.  In any case in which notice of redemption is to be
given by any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, such paying agent, as the case may
be, such Security Registrar, transfer books or other records, or suitable
copies or extracts therefrom, sufficient to enable the paying agent to give
any notice by mail that may be required under the provisions of this
Section.

          SECTION 3.03.   (a)  If the giving of notice of redemption shall
have been completed as above provided, the Securities or portions of
Securities of the series to be redeemed specified in such notice shall
become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the
date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof.  On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in
the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

          (b)  Upon presentation of any Security of such series which is to
be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new
Security or Securities of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the Security so
presented.

          SECTION 3.04.   The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of
a series, except as otherwise specified as contemplated by 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 a sinking fund is provided for
by the terms of Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 3.05.  Each
sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such series.

          SECTION 3.05.   The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed either at
the election of the Company or the holders pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of the Securities of such series, 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 shall 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
shall be reduced accordingly.

          SECTION 3.06.   Not less than 45 days prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee an Officers' 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, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will also deliver to the Trustee any Securities to be
so delivered.  Not less than 30 days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.02 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.  Such notice
having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 3.03.


                                ARTICLE IV.

                    PARTICULAR COVENANTS OF THE COMPANY

          The Company covenants and agrees for each series of the
Securities as follows:

          SECTION 4.01.   The Company will duly and punctually pay or cause
to be paid the principal of (and premium, if any) and interest on the
Securities of that series at the time and place and in the manner provided
herein and established with respect to such Securities.

          SECTION 4.02.   So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency in either
the City of Monroe, State of Louisiana, or the Borough of Manhattan, the
City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be given or served.  As to such office or agency in
either the City of Monroe, State of Louisiana, or the Borough of Manhattan,
the City and State of New York, the Company shall designate the required
office or agency to be located in either the City of Monroe, State of
Louisiana, or the Borough of Manhattan, the City and State of New York, for
each series of Securities, such designation to continue with respect to
such office or agency until the Company shall, by written notice signed by
its President or a Vice President and delivered to the Trustee, designate
some other office or agency for such purposes or any of them.  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, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, notices and demands.

          SECTION 4.03.   (a)  If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than the
Trustee, the Company will cause each such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section,

          (1) that it will hold all sums held by it as such agent for
     the payment of the principal of (and premium, if any) or interest
     on the Securities of that series (whether such sums have been
     paid to it by the Company or by any other obligor on such
     Securities) in trust for the benefit of the persons entitled
     thereto;

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

          (3) that it will, at any time during the continuance of any
     failure referred to in the preceding paragraph (a)(2) above, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums
     so held in trust by such paying agent; and

          (4) that it will perform all other duties of paying agent as set
     forth in this Indenture.

          (b)  If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date
of the principal of (and premium, if any) or interest on Securities of that
series, set aside, segregate and hold in trust for the benefit of the
persons entitled thereto a sum sufficient to pay such principal (and
premium, if any) or interest so becoming due on Securities of that series
until such sums shall be paid to such persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action.  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
(and premium, if any) or interest on any Securities of that series, deposit
with a paying agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the
benefit of the persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

          (c)  Anything in this Section to the contrary notwithstanding,
(i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and (ii) 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 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 terms as those upon which
sums were held by the Company or such paying agent; and, upon such payment
by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

          SECTION 4.04.   The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

          SECTION 4.05.   The Company will not, while any of the Securities
remain Outstanding, create, or suffer to be created or to exist, any
mortgage, lien, pledge, security interest or other encumbrance of any kind
upon any property of any character of the Company whether now owned or
hereafter acquired or upon any of the income or profits therefrom unless it
shall make effective provision whereby the Securities then Outstanding
shall be secured by such mortgage, lien, pledge, security interest or other
encumbrance equally and ratably with any and all obligations and
indebtedness thereby secured so long as any such obligations and
indebtedness shall be so secured; provided, however, that nothing in this
Section shall be construed to prevent the Company from creating, or from
suffering to be created or to exist, any mortgages, liens, pledges,
security interests or other encumbrances, or any agreements, with respect
to:

          (1) Purchase money mortgages, or other purchase money liens,
     pledges or encumbrances of any kind upon property hereafter
     acquired by the Company, or mortgages, liens, pledges, security
     interests or other encumbrances of any kind existing on such
     property at the time of the acquisition thereof, or conditional
     sales agreements or other title retention agreements with respect
     to any property hereafter acquired; provided, however, that no
     such mortgage, lien, pledge, security interest or other
     encumbrance, and no such agreement, shall extend to or cover any
     other property of the Company;

          (2) Liens, pledges, security interests, mortgages or other
     encumbrances of any kind on the shares of stock of a corporation
     which, when such liens, pledges, security interests, mortgages or
     other encumbrances arise, concurrently becomes a Subsidiary or liens,
     pledges, security interests, mortgages or other encumbrances on all or
     substantially all of the assets of a corporation arising in connection
     with the purchase or acquisition thereof by the Company, provided that
     such lien or other security interest shall not attach to any other
     assets of the Company;

          (3) Liens for taxes, assessments, governmental charges or
     levies; pledges or deposits to secure obligations under worker's
     compensation or unemployment insurance laws or similar
     legislation; pledges or deposits to secure performance in
     connection with bids, tenders, contracts, performance bonds and
     other similar arrangements (other than contracts for the payment
     of money) or leases to which the Company is a party; deposits to
     secure public or statutory obligations of the Company;
     materialmen's, mechanics', carriers', workers', repairmen's or
     other like liens in the ordinary course of business, or deposits
     to obtain the release of such liens; deposits to secure surety
     and appeal bonds to which the Company is a party, other pledges
     or deposits for similar purposes in the ordinary course of
     business; liens created by or resulting from any litigation or
     legal proceeding which at the time is currently being contested
     in good faith by appropriate proceedings; leases made, or
     existing on property acquired, in the ordinary course of
     business; landlord's liens under leases to which the Company is a
     party; zoning restrictions, easements, licenses, restrictions on
     the use of real property or minor irregularities in title
     thereto, which do not materially impair the use of such property
     in the operation of the business of the Company or the value of
     such property for the purpose of such business; the lien of the
     trustee under any indenture (including this Indenture), liens
     encumbering property or assets under construction arising from
     progress or partial payments; liens arising from the filing of
     UCC financing statements regarding leases or consignments; any
     interest or title of a lessor in the property subject to any
     capitalized lease or operating lease; liens arising out of
     consignment or similar arrangements entered into in the ordinary
     course of business; and liens existing on the date of this
     Indenture;

          (4) Indebtedness assumed by the Company of the character
     specified in the first proviso of Section 4.06 hereof; or

          (5) The replacement, extension or renewal of any mortgage,
     lien, pledge, security interest or other encumbrance, or of any
     agreement, permitted by the foregoing clauses (1), (2), (3), (4),
     or the replacement, extension or renewal (without increase) of
     the indebtedness secured thereby.

          SECTION 4.06.   The Company will not, while any of the Securities
remain Outstanding, consolidate with, or merge into, or merge into itself,
or sell or convey all or substantially all of its property to, any other
Company unless the provisions of Article Ten hereof are complied with.

          If upon any such consolidation or merger, or sale or conveyance,
any of the property of the Company owned by the Company prior thereto would
thereupon become subject to any mortgage, security interest, pledge or
lien, the Company prior to such consolidation, merger, sale or conveyance
will secure the Outstanding Securities, or cause the same to be secured,
equally and ratably with the other indebtedness or obligations secured by
such mortgage, security interest, pledge or lien so long as such other
indebtedness or obligations shall be so secured; provided, however, that
the subjection of the property of the Company to any mortgage, security
interest, pledge or lien securing indebtedness of an Affiliate which is
required to be assumed by the Company in connection with any merger or
consolidation of such Affiliate shall be deemed excluded from the operation
of this Section and shall not require that any of the Securities be
secured; and provided, further, that the subjection of property of the
Company to any mortgage, security interest, pledge or lien of the character
referred to in clauses (1), (2), (3), (4) and (5) of Section 4.05 shall be
deemed excluded from the operation of this Section and shall not require
that any of the Securities be secured.


                                ARTICLE V.

             SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                              AND THE TRUSTEE

          SECTION 5.01.   The Company will furnish or cause to be furnished
to the Trustee (a) semi-annually, not more than 15 days after each regular
record date (as defined in Section 2.03) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date and (b) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.

          SECTION 5.02.   (a)  The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the names and
addresses of the holders of Securities contained in the most recent list
furnished to it as provided in Section 5.01 and as to the names and
addresses of holders of Securities received by the Trustee in its capacity
as Security Registrar (if acting in such capacity).

          (b)  The Trustee may destroy any list furnished to it as provided
in Section 5.01 upon receipt of a new list so furnished.

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

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

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

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

          (e)  Each and every holder of the Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Securities in
accordance with the provisions of subsection (b) of this Section,
regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).

          SECTION 5.03.   (a)  The Company covenants and agrees to file with
the Trustee, within 15 days after the Company is required to file the same
with the Securities and Exchange Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such
portions of any of the foregoing as said Commission may from time to time
by rules and regulations prescribe) which the Company may be required to
file with said Commission pursuant to Section 13, Section 14 or Section
15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents or reports pursuant
to any of such sections, then to file with the Trustee and said Commission,
in accordance with the rules and regulations prescribed from time to time
by said Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.

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

          (c)  The Company covenants and agrees to, or cause the Trustee
to, transmit by mail, first class postage prepaid, or reputable over-night
delivery service which provides for evidence of receipt, to the
Securityholders, as their names and addresses appear upon the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission.

          (d)  The Company covenants and agrees to furnish to the Trustee
within 135 days of each fiscal year in which any of the Securities are
Outstanding, or on or before such other day in each calendar year as the
Company and the Trustee may from time to time agree upon, a certificate
from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture.  For
purposes of this subsection (d), such compliance shall be determined
without regard to any period of grace or requirement of notice provided
under this Indenture.

          SECTION 5.04.   (a)  On or before July 15 in each year in which
any Securities are Outstanding hereunder, the Trustee shall transmit by
mail, first class postage prepaid, to the Securityholders, as their names
and addresses appear upon the Security Register, a brief report dated as of
the preceding May 15, with respect to any of the following events which may
have occurred within the previous twelve months (but if no such event has
occurred within such period no report need be transmitted):

          (1) any change to its eligibility under Section 7.09, and its
     qualifications under Section 7.08;

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

          (3) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof)
     made by the Trustee (as such) which remain unpaid on the date of such
     report, and for the reimbursement of which it claims or may claim a
     lien or charge, prior to that of the Securities, on any property or
     funds held or collected by it as Trustee if such advances so remaining
     unpaid aggregate more than 1/2 of 1% of the principal amount of the
     Securities outstanding on the date of such report;

          (4) any change to the amount, interest rate, and maturity date of
     all other indebtedness owing by the Company, or by any other obligor
     on the Securities, to the Trustee in its individual capacity, on the
     date of such report, with a brief description of any property held as
     collateral security therefor, except any indebtedness based upon a
     creditor relationship arising in any manner described in paragraphs
     (2), (3), (4), or (6) of subsection (b) of Section 7.13;

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

          (6) any release, or release and substitution, of property subject
     to the lien of this Indenture (and the consideration thereof, if any)
     which it has not previously reported;

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

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

          (b)  The Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon
the Security Register, a brief report with respect to the character and
amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee as such
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of any series on property or funds held or collected
by it as Trustee, and which it has not previously reported pursuant to this
subsection if such advances remaining unpaid at any time aggregate more
than 10% of the principal amount of Securities of such series Outstanding
at such time, such report to be transmitted within 90 days after such time.

          (c)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so
listed) and also with the Securities and Exchange Commission.  The Company
agrees to notify the Trustee when any Securities become listed on any stock
exchange.


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

          SECTION 6.01.   (a)  Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any one or more
of the following events which has occurred and is continuing:

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

          (2) default in the payment of the principal of (or premium, if
     any, on) any of the Securities of such series as and when the same
     shall become due and payable, whether at maturity, upon redemption, by
     declaration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series; provided,
     however, that notwithstanding the foregoing, the Company's failure to
     pay, if caused solely by a wire transfer malfunction or similar
     problem outside the Company's control, shall not be deemed an Event of
     Default;

          (3) failure on the part of the Company duly to observe or perform
     any other of the covenants or agreements on the part of the Company
     with respect to that series contained in such Securities or otherwise
     established with respect to that series of Securities pursuant to
     section 2.01 hereof or contained in this Indenture (other than a
     covenant or agreement which has been expressly included in this
     Indenture solely for the benefit of one or more series of Securities
     other than such series) for a period of 60 days after the date on
     which written notice of such failure, requiring the same to be
     remedied and stating that such notice is a "Notice of Default"
     hereunder, shall have been given to the Company by the Trustee, by
     registered or certified mail, or to the Company and the Trustee by the
     holders of at least 25% in principal amount of the Securities of that
     series at the time outstanding;

          (4) a decree or order by a court having jurisdiction in the
     premises shall have been entered adjudging the Company a bankrupt or
     insolvent, or approving as properly filed a petition seeking
     liquidation or reorganization of the Company under the Federal
     Bankruptcy Code or any other similar applicable Federal or State law,
     and such decree or order shall have continued unvacated and unstayed
     for a period of 90 days; or an involuntary case shall be commenced
     under such Code in respect of the Company and shall continue
     undismissed for a period of 90 days or an order for relief in such
     case shall have been entered; or a decree or order of a court having
     jurisdiction in the premises shall have been entered for the
     appointment on the ground of insolvency or bankruptcy of a receiver or
     custodian or liquidator or trustee or assignee in bankruptcy or
     insolvency of the Company of its property, or for the winding up or
     liquidation of its affairs and such decree or order shall have
     remained in force unvacated and unstayed for a period of 90 days;

          (5) the Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking liquidation or reorganization under the Federal Bankruptcy
     Code or any other similar applicable Federal or State law, or shall
     consent to the filing of any such petition, or shall consent to the
     appointment on the ground of insolvency or bankruptcy of a receiver or
     custodian or liquidator or trustee or assignee in bankruptcy or
     insolvency of it or of its property, or shall make an assignment for
     the benefit of creditors; or

          (6) any other Event of Default provided in the supplemental
     indenture or Board Resolution under which such series of Securities is
     issued or in the form of Security for such series.

          (b)  In each and every such case, unless the principal of all the
Securities of that series shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by such
Securityholders), may declare the principal of all the Securities of that
series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything
contained in this Indenture or in the Securities of that series or
established with respect to that series pursuant to Section 2.01 hereof to
the contrary notwithstanding.

          (c)  The provisions of Section 6.01(b), however, are subject to
the condition that if, at any time after the principal of the Securities of
that series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of that series and the principal of
(and premium, if any, on) any and all Securities of that series which shall
have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at
the rate per annum expressed in the Securities of that series to the date
of such payment or deposit) and the amount payable to the Trustee under
Section 7.06, and any and all Defaults under the Indenture, other than the
nonpayment of principal on Securities of that series which shall not have
become due by their terms, shall have been remedied or waived as provided
in Section 6.06 then and in every such case the holders of a majority in
aggregate principal amount of the Securities of that series then
Outstanding, determined in accordance with Section 8.04, by written notice
to the Company and to the Trustee, may rescind and annul such declaration
and its consequences; but no such rescission and annulment shall extend to
or shall affect any subsequent default, or shall impair any right
consequent thereon.

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

          SECTION 6.02.  (a)  The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any
of the Securities of a series, or any payment required by any sinking or
analogous fund established with respect to that series as and when the same
shall become due and payable, and such default shall have continued for a
period of 30 Business Days, or (2) in case default shall be made in the
payment of the principal of (or premium, if any, on) any of the Securities
of a series when the same shall have become due and payable, whether upon
maturity of the Securities of a series or upon redemption or upon
declaration or otherwise -- then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities
of that series, the whole amount that then shall have become due and
payable on all Securities of such series for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon the
overdue principal (and premium, if any) and (to the extent that payment of
such interest is enforceable under applicable law) upon overdue
installments of interest at the rate per annum expressed in the Securities
of that series; and, in addition, thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount
payable to the Trustee under Section 7.06.

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

          (c)  In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or other
judicial proceedings affecting the Company, any other obligor on such
Securities, or the creditors or property of either, the Trustee shall have
power to intervene in such proceedings and take any action therein that may
be permitted by the court and shall (except as may be otherwise provided by
law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of
the Trustee and of the holders of Securities of such series allowed for the
entire amount due and payable by the Company or such other obligor under
the Indenture at the date of institution of such proceedings and for any
additional amount which may become due and payable by the Company or such
other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute
the same after the deduction of the amount payable to the Trustee under
Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of
such series to make such payments to the Trustee, and, in the event that
the Trustee shall consent to the making of such payments directly to such
Securityholders, to pay to the Trustee any amount due it under Section
7.06.

          (d)  All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of
any such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for payment to
the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series.

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

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

          SECTION 6.03.  Any moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Securities shall be
applied in the order following, at the date or dates fixed by the Trustee
and, in case of the distribution of such moneys on account of principal (or
premium, if any) or interest, upon presentation of the several Securities
of that series, and stamping thereon the payment, if only partially paid,
and upon surrender thereof if fully paid:

     FIRST:  To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee under Section 7.06;

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

     THIRD:  To the payment of any surplus then remaining to the Company,
     or its successors and assigns, or to whomsoever may be lawfully
     entitled thereto.

          SECTION 6.04.  No holder of any Security of any series shall have
any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under
or with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default and
of the continuance thereof with respect to Securities of such series
specifying such Event of Default, as hereinbefore provided, and unless also
the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding, determined in accordance with
Section 8.04, shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and the Trustee shall not have received any
direction inconsistent with such written notice during such 60-day period
by the holders of not less than a majority in aggregate principal amount of
the Securities of such series then Outstanding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such
series.  For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

          Notwithstanding any other provisions of this Indenture, however,
the right of any holder of any Security to receive payment of the principal
of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security
(or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective
dates or redemption date, shall not be impaired or affected without the
consent of such holder.

          SECTION 6.05.  (a)  All powers and remedies given by this Article
to the Trustee or to the Securityholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any others thereof or of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.

          (b)  No delay or omission of the Trustee or of any holder of any
of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right
or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

          SECTION 6.06.  The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined
in accordance with Section 8.04, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture, as determined by
the Trustee, or unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding, determined in accordance with
Section 8.04, not parties thereto.  Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a responsible officer or
officers of the Trustee, determine that the proceeding so directed would
involve the Trustee in personal liability.  The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, may on behalf of
the holders of all of the Securities of that series waive any past default
in the performance of any of the covenants contained herein or established
pursuant to Section 2.01 with respect to such series and its consequences,
except a default in the payment of the principal of, or premium, if any, or
interest on, any of the Securities of that series as and when the same
shall become due by the terms of such Securities or a call for redemption
of Securities of that series.  Upon any such waiver, the default covered
thereby shall be deemed to be cured and to cease to exist for all purposes
of this Indenture and the Company, the Trustee and the holders of the
Securities of that series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


          SECTION 6.07.  The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series, transmit by
mail, first class postage prepaid, to the holders of Securities of that
series, as their names and addresses appear upon the Security Register,
notice of all defaults with respect to that series known to the Trustee,
unless such defaults shall have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section being hereby defined
to be the events specified in subsections (1), (2), (3), (4), (5) and (6)
of Section 6.01(a), not including any periods of grace provided for therein
and irrespective of the giving of notice provided for by subsection (3) of
Section 6.01(a)); provided, that, except in the case of default in the
payment of the principal of (or premium, if any) or interest on any of the
Securities of that series or in the payment of any sinking fund installment
established with respect to that series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or responsible
officers, of the Trustee in good faith determine that the withholding of
such notice is in the interests of the Securityholders of Securities of
that series; provided further, that in the case of any default of the
character specified in Section 6.01(a)(3) with respect to Securities of
such series no such notice to the holders of the Securities of that series
shall be given until at least 30 days after the occurrence thereof.

          The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under subsections (a)(1) or (a)(2) of Section 6.01 as
long as the Trustee is acting as paying agent for such series of Securities
or (ii) any default as to which the Trustee shall have received written
notice or a Responsible Officer charged with the administration of this
Indenture shall have obtained actual knowledge.

          SECTION 6.08.  All parties to this Indenture agree, and each
holder of any Securities by his or her acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of such series, on or after the respective due
dates expressed in such Security or established pursuant to this Indenture.


                               ARTICLE VII.

                          CONCERNING THE TRUSTEE

          SECTION 7.01.  (a)  The Trustee, prior to the occurrence of an
Event of Default with respect to Securities of a series and after the
curing of all Events of Default with respect to Securities of that series
which may have occurred, shall undertake to perform with respect to
Securities of such series such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee.  In case an Event of Default with respect to
Securities of a series has occurred (which has not been cured or waived),
the Trustee shall exercise with respect to Securities of that series such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

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

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

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

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

          (3) the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with
     the direction of the holders of not less than a majority in principal
     amount of the Securities of any series at the time Outstanding
     relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or
     power conferred upon the Trustee under this Indenture with respect to
     the Securities of that series; and

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

          SECTION 7.02.  Except as otherwise provided in Section 7.01:

          (a)  The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;

          (b)  Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or
an instrument signed in the name of the Company by the President or the
Chief Financial Officer and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer (unless other evidence in respect
thereof is specifically prescribed herein);

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

          (d)  The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of
this Indenture, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred herein or thereby; nothing herein
contained shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the
Securities (which has not been cured or waived) to exercise with respect to
Securities of that series such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

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

          (f)  The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of
the Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as
a condition to so proceeding.  The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

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

          SECTION 7.03.  (a)  The recitals contained herein and in the
Securities (other than the Certificate of Authentication on the Securities)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

          (b)  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

          (c)  The Trustee shall not be accountable for the use by the
Company of any of the Securities or the use or application by the Company
of the proceeds of such Securities, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use or
application of any moneys received by any paying agent other than the
Trustee.

          SECTION 7.04.  The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.

          SECTION 7.05.  Subject to the provisions of Section 11.05, all
moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no liability for interest on any moneys
received by it hereunder except such as it may agree with the Company to
pay thereon.

          SECTION 7.06.  (a)  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) for all
services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers and duties hereunder
of the Trustee, and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel (including in-house counsel) and of all
persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith.  The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Trustee
and arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself against
any claim of liability in the premises.

          (b)  The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder.  Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Securities.

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

          SECTION 7.08.  The Trustee shall be disqualified only where such
disqualification is required by Section 310(b) of the Trust Indenture Act.

          SECTION 7.09.  There shall at all times be a Trustee with respect
to the Securities issued hereunder which shall at all times be a
corporation organized and doing business under the laws of the United
States of America or any State or Territory thereof or of the District of
Columbia, or a corporation or other person permitted to act as trustee by
the Securities and Exchange Commission, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of
at least $10 million, and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  The Company may
not, nor may any person directly or indirectly controlling, controlled by,
or under common control with the Company, serve as Trustee.  In case at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

          SECTION 7.10.  (a)  The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Securities of one or
more series by giving written notice thereof to the Company and by
transmitting notice of resignation by mail, first class postage prepaid, to
the Securityholders of such series, as their names and addresses appear
upon the Security Register.  Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee with respect to
Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee.
If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee with respect to Securities of such
series, or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may, subject to
the provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor trustee.  Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

          (b)  In case at any time any of the following shall occur--
               the Trustee shall fail to comply with the provisions of
     subsection (a) of Section 310 of the Trust Indenture Act after written
     request therefor by the Company or by any Securityholder who has been
     a bona fide holder of a Security or Securities for at least six
     months, or

               the Trustee shall cease to be eligible in accordance with
     the provisions of Section 7.09 and shall fail to resign after written
     request therefor by the Company or by any such Securityholder of
     Securities, or

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

then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 7.08, unless
the Trustee's duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee.  Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

          (c)  The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series and appoint a successor trustee.

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

          (e)  Any successor trustee appointed pursuant to this Section may
be appointed with respect to the Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect
to the Securities of any particular series.

          SECTION 7.11.  (a)  In case of the appointment hereunder of a
successor trustee with respect to all Securities, every such successor
trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring Trustee hereunder.

          (b)  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 shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-
trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall
be responsible for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such
successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor trustee, to the extent
contemplated by such supplemental indenture, the 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
shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

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

          (e)  Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the
Security Register.  If the Company fails to transmit such notice within ten
days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at the expense
of the Company.

          SECTION 7.12.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.  In case 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 7.13.  (a)  Subject to the provisions of subsection (b)
of this Section, if the Trustee shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the Company within three
months prior to a default, as defined in subsection (c) of this Section, or
subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the holders of the Securities and the
holders of other indenture securities (as defined in subsection (c) of this
Section)

          (1) an amount equal to any and all reductions in the amount due
     and owing upon any claim as such creditor in respect of principal or
     interest, effected after the beginning of such three months' period
     and valid as against the Company and its other creditors, except any
     such reduction resulting from the receipt or disposition of any
     property described in paragraph (2) of this subsection, or from the
     exercise of any right of set-off which the Trustee could have
     exercised if a petition in bankruptcy had been filed by or against the
     Company upon the date of such default; and

          (2)  all property received by the Trustee in respect of any claim
     as such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three
     months' period, or an amount equal to the proceeds of any such
     property, if disposed of, subject, however, to the rights, if any, of
     the Company and its other creditors in such property or such proceeds.

          Nothing herein contained, however, shall affect the right of the
Trustee

          (A) to retain for its own account (i) payments made on account of
     any such claim by any person (other than the Company) who is liable
     thereon, and (ii) the proceeds of the bona fide sale of any such claim
     by the Trustee to a third person, and (iii) distributions made in
     cash, securities, or other property in respect of claims filed against
     the Company in bankruptcy or receivership or in a case for
     reorganization pursuant to the Federal Bankruptcy Code or applicable
     State law;

          (B) to realize, for its own account, upon any property held by it
     as security for any such claim, if such property was so held prior to
     the beginning of such three months' period;

          (C) to realize, for its own account, but only to the extent of
     the claim hereinafter mentioned, upon any property held by it as
     security for any such claim, if such claim was created after the
     beginning of such three months' period and such property was received
     as security therefor simultaneously with the creation thereof, and if
     the Trustee shall sustain the burden of proving that at the time such
     property was so received the Trustee had no reasonable cause to
     believe that a default, as defined in subsection (c) of this Section,
     would occur within three months; or

          (D) to receive payment on any claim referred to in paragraph (B)
     or (C), against the release of any property held as security for such
     claim as provided in such paragraph (B) or (C), as the case may be, to
     the extent of the fair value of such property.

          For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property
held as security at the time of such substitution shall, to the extent of
the fair value of the property released, have the same status as the
property released, and, to the extent that any claim referred to in any of
such paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any pre-existing claim of the Trustee as
such creditor, such claim shall have the same status as such pre-existing
claim.

          If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of
other indenture securities in such manner that the Trustee, the
Securityholders and the holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on
claims filed against the Company in bankruptcy or receivership or in a case
for reorganization pursuant to the Federal Bankruptcy Code or applicable
State law, the same percentage of their respective claims, figured before
crediting to the claim of the Trustee anything on account of the receipt by
it from the Company of the funds and property in such special account and
before crediting to the respective claims of the Trustee, the
Securityholders and the holders of other indenture securities dividends on
claims filed against the Company in bankruptcy or receivership or in a case
for reorganization pursuant to the Federal Bankruptcy Code or applicable
State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such
special account.  As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim
in bankruptcy or receivership or in a case for reorganization pursuant to
the Federal Bankruptcy Code or applicable State law, whether such
distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any,
of such claim.  The court in which such bankruptcy, receivership or  case
for reorganization is pending shall have jurisdiction (i) to apportion
between the Trustee, the Securityholders and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the funds
and property held in such special account and the proceeds thereof, or (ii)
in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee, the Securityholders and the
holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation
of such distributions as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

          Any Trustee who has resigned or been removed after the beginning
of such three months' period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred.  If
any Trustee has resigned or been removed prior to the beginning of such
three months' period, it shall be subject to the provisions of this
subsection (a) if and only if the following conditions exist:

                    (i) the receipt of property or reduction of claim
     which would have given rise to the obligation to account, if such
     Trustee had continued as trustee, occurred after the beginning of such
     three months' period; and

                    (ii) such receipt of property or reduction of claim
     occurred within three months after such resignation or removal.

          (b)  There shall be excluded from the operation of subsection (a)
of this Section a creditor relationship arising from

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year
     or more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of
     preserving any property other than cash which shall at any time be
     subject to the lien, if any, of this Indenture or of discharging tax
     liens or other prior liens or encumbrances thereon, if notice of such
     advance and of the circumstances surrounding the making thereof is
     given to the Securityholders at the time and in the manner provided in
     this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, subscription agent, fiscal agent or
     depositary, or other similar capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c) of
     this Section;

          (5) the ownership of stock or of other securities of a Company
     organized under the provisions of Section 25(a) of the Federal Reserve
     Act, as amended, which is directly or indirectly a creditor of the
     Company; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall
     within the classification of self-liquidating paper as defined in
     subsection (c) of this Section.

          (c)  As used in this Section:

          (1) The term "default" shall mean any failure to make payment in
     full of the principal of (or premium, if any) or interest upon any of
     the Securities or upon the other indenture securities when and as such
     principal (or premium, if any) or interest becomes due and payable.

          (2) The term "other indenture securities" shall mean securities
     upon which the Company is an obligor (as defined in the Trust
     Indenture Act of 1939, as amended) outstanding under any other
     indenture (A) under which the Trustee is also trustee, (B) which
     contains provisions substantially similar to the provisions of
     subsection (a) of this Section, and (C) under which a default exists
     at the time of the apportionment of the funds and property held in
     said special account.

          (3) The term "cash transaction" shall mean any transaction in
     which full payment for goods or securities sold is made within seven
     days after delivery of the goods or securities in currency or in
     checks or other orders drawn upon banks or bankers and payable upon
     demand.

          (4) The term "self-liquidating paper" shall mean any draft, bill
     of exchange, acceptance or obligation which is made, drawn, negotiated
     or incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the
     security is received by the Trustee simultaneously with the creation
     of the creditor relationship with the Company arising from the making,
     drawing, negotiating or incurring of the draft, bill of exchange,
     acceptance or obligation.

          (5) The term "Company" shall mean any obligor upon any of the
     Securities.


                               ARTICLE VIII.

                      CONCERNING THE SECURITYHOLDERS

          SECTION 8.01.  Whenever in this Indenture it is provided that the
holders of a majority or specified percentage in aggregate principal amount
of the Securities of a particular series may take any action (including the
making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of
taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by such holders of
Securities of that series in person or by agent or proxy appointed in
writing.

          If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an
Officers' Certificate, fix in advance a record date for such series for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so.  If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of
that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for
that purpose the Outstanding Securities of that series shall be computed as
of the record date.  Any such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective upon receipt.

          SECTION 8.02. Subject to the provisions of Section 7.01, proof of
the execution of any instrument by a Securityholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
person of any of the Securities shall be sufficient if made in the
following manner:

          (a)  The fact and date of the execution by any such person of any
instrument may be proved in any reasonable manner acceptable to the
Trustee.

          (b)  The ownership of Securities shall be proved by the Security
Registrar of such Securities or by a certificate of the Security Registrar
thereof.

          (c)  The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

          SECTION 8.03.  Prior to the due presentment for registration of
transfer of any Security, the Company, the Trustee, any paying agent and
any Security Registrar may deem and treat the person in whose name such
Security shall be registered upon the books of the Company as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of
or on account of the principal of, premium, if any, and (subject to Section
2.03) interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.

          SECTION 8.04.  In determining whether the holders of the
requisite aggregate principal amount of Securities of a particular series
have concurred in any direction, consent or waiver under this Indenture,
Securities of that series which are owned by the Company or any other
obligor on the Securities of that series or by any Affiliate of the Company
or any other obligor on the Securities of that series shall be disregarded
and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only
Securities of such series which the Trustee actually knows are so owned
shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section,
if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the
pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such
other obligor.  In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

          SECTION 8.05.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of
any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action, any holder of a Security of that
series which is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written
notice with the Trustee, and upon proof of holding as provided in Section
8.02, revoke such action so far as concerns such Security.  Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor,
on registration of transfer thereof or in place thereof, irrespective of
whether or not any notation in regard thereto is made upon such Security.
Any action taken by the holders of a majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Securities of that
series.


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

          SECTION 9.01.  In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when authorized by a
Board Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes;

          (a)  to evidence the succession of another corporation to the
Company, and the assumption by any such successor of the covenants of the
Company contained herein or otherwise established with respect to the
Securities; or

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

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

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

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

          Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.

          SECTION 9.02.  With the consent (evidenced as provided in Section
8.01) of the holders of not less than a majority in aggregate principal
amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939
as then in effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or of modifying in any manner the rights of the
holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall (i) extend the fixed
maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent of the
holders of each Security then Outstanding and affected thereby.

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

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

          Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their
names and addresses appear upon the Security Register.  Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

          SECTION 9.03.  Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this
Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Securities of the
series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.

          SECTION 9.04.  Securities of any series, affected by a
supplemental indenture, authenticated and delivered after the execution of
such supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, may bear a notation in form approved by the Trustee,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture.  If the Company or the Trustee shall so determine, new
Securities of that series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

          SECTION 9.05.  The Trustee, subject to the provisions of Section
7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under the provisions of this Article to join in the
execution thereof.


                                ARTICLE X.

                      CONSOLIDATION, MERGER AND SALE

          SECTION 10.01  Nothing contained in this Indenture or in any of
the Securities shall prevent any consolidation or merger of the Company
with or into any other corporation or corporations (whether or not
affiliated with the Company), or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other
disposition of the property of the Company or its successor or successors
as an entirety, or substantially as an entirety, to any other corporation
(whether or not affiliated with the Company or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, upon any such consolidation, merger,
sale, conveyance, transfer or other disposition, (a) the due and punctual
payment of the principal of (premium, if any) and interest on all of the
Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company, shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions
of the Trust Indenture Act of 1939 as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the Company formed
by such consolidation, or into which the Company shall have been merged, or
by the corporation which shall have acquired such property and (b) the
corporation or corporations formed by such consolidation or into which the
Company is merged or the Person or Persons which acquire by conveyance or
transfer, or which lease, the properties and assets of the Company
substantially as an entirety shall be a Person or Persons organized and
existing under the laws of the United States of America, any State thereof
or the District of Columbia.

          SECTION 10.02. (a)  In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the assumption by
the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
due and punctual payment of the principal of, premium, if any, and interest
on all of the Securities of all series Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to
Section 2.01 to be performed by the Company with respect to each series,
such successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party
of the first part, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.  Such successor corporation thereupon may cause to be signed,
and may issue either in its own name or in the name of the Company or any
other predecessor obligor on the Securities, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
company, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any securities which previously shall have
been signed and delivered by the officers of the predecessor Company to the
Trustee for authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

          (b)  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not
in substance) may be made in the Securities thereafter to be issued as may
be appropriate.

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

          SECTION 10.03.   The Trustee, subject to the provisions of Section
7.01, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other
disposition, and any such assumption, complies with the provisions of this
Article.


                                ARTICLE XI.

                 SATISFACTION AND DISCHARGE OF INDENTURE;
                             UNCLAIMED MONEYS

          SECTION 11.01.   If at any time:  (a)  the Company shall have
delivered to the Trustee for cancellation all Securities of a series
theretofore authenticated (other than any Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.07) and Securities for whose payment money or
Governmental Obligations has theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the
Company or discharged from such trust, as provided in Section 11.05) or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit or
cause to be deposited with the Trustee as trust funds the entire amount in
moneys or Governmental Obligations sufficient or a combination thereof,
sufficient, without reinvestment, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or
to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the Company,
then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.05, 2.07,
4.02 and 7.10, which shall survive until the date of maturity or redemption
date, as the case may be, and Sections 7.06 and 11.05 which shall survive
to such date and thereafter, and the Trustee, on demand of the Company and
at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect
to such series.

          SECTION 11.02.   If at any time all such Securities of a particular
series not heretofore delivered to the Trustee for cancellation or which
have not become due and payable as described in Section 11.01 shall have
been paid by the Company by depositing irrevocably with the Trustee as
trust funds moneys or an amount of Governmental Obligations sufficient to
pay at maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to such series, then after the date such moneys
or Governmental Obligations, as the case may be, are deposited with the
Trustee the obligations of the Company under this Indenture with respect to
such series shall cease to be of further effect except for the provisions
of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.05 hereof which shall
survive until such Securities shall mature and be paid.  Thereafter,
Sections 7.06 and 11.05 shall survive.

          SECTION 11.03.   All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust
and shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.

          SECTION 11.04.   In connection with the satisfaction and discharge
of this Indenture all moneys or Governmental Obligations then held by any
paying agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee and thereupon such paying agent shall
be released from all further liability with respect to such moneys or
Governmental Obligations.

          SECTION 11.05    Any moneys or Governmental Obligations deposited
with any paying agent or the Trustee, or then held by the Company, in trust
for payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders
of such Securities for two years after the date upon which the principal of
(and premium, if any) or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Company on May
31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof.


                               ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

          SECTION 12.01   No recourse under or upon any obligation, covenant
or agreement of this Indenture, or of any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company
or of any predecessor or successor corporation, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or
in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of such Securities.


                               ARTICLE XIII.

                             SUNDRY PROVISIONS


          SECTION 13.03.   All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

          SECTION 13.02.   Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed
with like force and effect by the corresponding board, committee or officer
of any corporation that shall at the time be the lawful sole successor of
the Company.

          SECTION 13.03.   The Company by instrument in writing executed by
authority of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company and thereupon such
power so surrendered shall terminate both as to the Company and as to any
successor corporation.

          SECTION 13.04.   Except as otherwise expressly provided herein any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of
Securities to or on the Company may be given or served by being deposited
first class postage prepaid in a post office letterbox addressed (until
another address is filed in writing by the Company with the Trustee), as
follows:  Century Telephone Enterprises, Inc., 100 Century Park Drive,
Monroe, Louisiana 71203, Attention:  R. Stewart Ewing, Jr.  Such notice
shall be deemed effective upon dispatch.  Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given
or made in writing at the Corporate Trust Office of the Trustee, Attention:
Corporate Trust Administration.

          SECTION 13.05.    This Indenture and each Security shall be deemed
to be a contract made under the laws of the State of Louisiana, and for all
purposes shall be construed in accordance with the laws of said State.

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

          (b)  Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such person, such person has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

          SECTION 13.07.   In any case where the date of maturity, of interest
payment or principal payment of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or
principal (and premium, if any) may be made on the next succeeding business
day with the same force and effect as if made on the nominal date of
maturity or redemption, and no interest shall accrue for the period after
such nominal date.

          SECTION 13.08.   If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as
amended, such imposed duties shall control.

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

          SECTION 13.10.  In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for
any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this Indenture and
such Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

          First American Bank & Trust of Louisiana hereby accepts the
trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.


                       *  *  *  *  *  *  *  *  *  *


          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.

                              CENTURY TELEPHONE ENTERPRISES, INC.



                              By:       /S/ GLEN F. POST, III
                                 ---------------------------------
                                          Glen F. Post, III
                                    Vice Chairman, President and
                                       Chief Executive Officer
Attest:



By:      /S/ R. STEWART EWING, JR.
      -------------------------------
           R. Stewart Ewing, Jr.
            Assistant Secretary



                              FIRST AMERICAN BANK & TRUST OF LOUISIANA
                                   as Trustee



                              By:       /S/ WILLIAM W. KEITH
                                   -------------------------------
                                          William W. Keith
                                      Executive Vice President
                                          and Trust Officer

Attest:



By:        /S/ A. J. MCGINN, JR.
        ----------------------------
             A. J. McGinn, Jr.
            Assistant Secretary






STATE OF LOUISIANA )
                   )ss.:
PARISH OF OUACHITA )


          On the 14th day of April 1994, before me personally came Glen F.
Post, III, to me known, who, being by me duly sworn, did depose and say
that he is the Vice Chairman, President and Chief Executive Officer of
Century Telephone Enterprises, Inc., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




                                       /S/ KATHY E. TETTLETON
                                    -----------------------------
                                            Notary Public
                                           [Notarial Seal]


STATE OF LOUISIANA )
                   ) ss.:
PARISH OF OUACHITA )


               On the 14th day of April 1994, before me personally came
William W. Keith, to me known, who, being by me duly so sworn, did depose
and say that he is the Executive Vice President and Trust Officer of First
American Bank & Trust of Louisiana, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




                                         /S/ CHARLES H. RYAN
                                     ----------------------------
                                            Notary Public
                                           [Notarial Seal]