EXHIBIT 4.1


                          INTERNATIONAL PAPER COMPANY

                                       TO

                              THE BANK OF NEW YORK
                                    Trustee

                                   ---------

                                   Indenture

                          Dated as of April 12, 1999

                                   ---------

                             Senior Debt Securities

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                                                                            PAGE
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                          INTERNATIONAL PAPER COMPANY
          Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of April 12, 1999

Trust Indenture
  Act Section                                                  Indenture Section
---------------                                                -----------------
Section 310(a)(l) ...........................................   6.9
           (a)(2) ...........................................   6.9
           (a)(3) ...........................................   Not Applicable
           (a)(4) ...........................................   Not Applicable
           (b) ..............................................   6.8
Section 311(a) ..............................................   6.10
           (b) ..............................................   6.10
           (b)(2) ...........................................   6.10
Section 312(a) ..............................................   7.1(a)
           (b) ..............................................   7.1(b)
           (c) ..............................................   7.1(c)
Section 313(a) ..............................................   7.2
           (b) ..............................................   7.2
           (c) ..............................................   7.2
           (d) ..............................................   7.2
Section 314(a) ..............................................   Not Applicable
           (b) ..............................................   Not Applicable
           (c)(1) ...........................................   1.2
           (c)(2) ...........................................   1.2
           (c)(3) ...........................................   Not Applicable
           (d) ..............................................   Not Applicable
           (e) ..............................................   1.2
Section 315(a) ..............................................   Not Applicable
           (b) ..............................................   Not Applicable
           (c) ..............................................   Not Applicable
           (d) ..............................................   Not Applicable
           (d)(1) ...........................................   Not Applicable
           (d)(2) ...........................................   Not Applicable
           (d)(3) ...........................................   Not Applicable
           (e) ..............................................   5.14


                                       2
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Section 316(a) ..............................................   1.4
           (a)(1)(A) ........................................   5.2, 5.12
           (a)(1)(B) ........................................   5.13
           (a)(2) ...........................................   Not Applicable
           (b) ..............................................   5.8
Section 317(a)(1) ...........................................   5.3
           (a)(2) ...........................................   5.4
           (b) ..............................................   10.3
Section 318(a) ..............................................   10.8

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

                                       3
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                               TABLE OF CONTENTS(1)
                                                                           PAGE
                                                                           ----
PARTIES ............................................................         1
RECITALS OF THE COMPANY ............................................         1

                                   ARTICLE I
                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

Section 1.1 Definitions ............................................         1
               Act .................................................         2
               Affiliate ...........................................         2
               Attributable Debt ...................................         2
               Authenticating Agent ................................         3
               Authorized Newspaper ................................         3
               Bearer Security .....................................         3
               Board of Directors ..................................         3
               Board Resolution ....................................         3
               Book-Entry Security .................................         3
               Business Day ........................................         3
               Change in Control ...................................         3
               Commission ..........................................         4
               Common Stock ........................................         4
               Company .............................................         4
               Company Request" or "Company Order ..................         4
               Continuing Director .................................         4
               Corporate Trust Office ..............................         4
               Corporation .........................................         4
               Coupon ..............................................         5
               Defaulted Interest ..................................         5
               Depository ..........................................         5
               Dollar" or "$ .......................................         5
---------
  1  NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

                                       i
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                                                                           PAGE
                                                                           ----
               Euro-clear ..........................................         5
               Event of Default ....................................         5
               Exchange Date .......................................         5
               Exercise Period .....................................         5
               Forestlands .........................................         5
               Funded Debt .........................................         5
               Holder ..............................................         5
               Indenture ...........................................         6
               Interest ............................................         6
               Interest Payment Date ...............................         6
               Maturity ............................................         6
               Officers' Certificate ...............................         6
               Opinion of Counsel ..................................         6
               Original Issue Discount Security ....................         6
               Outstanding .........................................         6
               Paying Agent ........................................         8
               Person ..............................................         8
               Place of Payment ....................................         8
               Predecessor Security ................................         8
               Principal Manufacturing Facility ....................         8
               Redemption Date .....................................         9
               Redemption Price ....................................         9
               Registered Security .................................         9
               Regular Record Date .................................         9
               Responsible Officer .................................         9
               Securities ..........................................         9
               Security Register" and "Security Registrar ..........         9
               Special Record Date .................................         9
               Stated Maturity .....................................         9
               Subsidiary ..........................................        10
               Trustee .............................................        10
               Trust Indenture Act .................................        10
               United States .......................................        10
               United States Alien .................................        10
               U.S. Government Obligations .........................        10
               Vice President ......................................        11
               Yield to Maturity ...................................        11

                                       ii
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                                                                           PAGE
                                                                           ----
Section 1.2    Compliance Certificates and Opinions ................        11
Section 1.3    Form of Documents Delivered to Trustee ..............        12
Section 1.4    Acts of Holders .....................................        13
Section 1.5    Notices, Etc., to Trustee and Company ...............        16
Section 1.6    Notice to Holders of Securities; Waiver .............        17
Section 1.7    Language of Notices, Etc. ...........................        18
Section 1.8    Conflict with Trust Indenture Act ...................        18
Section 1.9    Effect of Headings and Table of Contents ............        18
Section 1.10   Successors and Assigns ..............................        19
Section 1.11   Separability Clause .................................        19
Section 1.12   Benefits of Indenture ...............................        19
Section 1.13   Governing Law .......................................        19
Section 1.14   Legal Holidays ......................................        19

                                   ARTICLE II
                                SECURITY FORMS

Section 2.1    Forms Generally .....................................        20
Section 2.2    Form of Trustee's Cerificate of Authentication ......        20
Section 2.3    Securities in Global Form ...........................        21
Section 2.4    Form of Legend for Book-entry Securities ............        22
Section 2.5    Form of Conversion Notice ...........................        22

                                  ARTICLE III
                                THE SECURITIES

Section 3.1    Amount Unlimited; Issuable in Series ................        23
Section 3.2    Denominations .......................................        27
Section 3.3    Execution, Authentication, Delivery and Dating ......        27
Section 3.4    Temporary Securities ................................        29
Section 3.5    Registration, Registration of Transfer and Exchange .        32
Section 3.6    Mutilated, Destroyed, Lost and Stolen Securities and
                 Coupons ...........................................        36
Section 3.7    Payment of Interest; Interest Rights Preserved ......        37
Section 3.8    Persons Deemed Owners ...............................        39
Section 3.9    Cancellation ........................................        39

                                      iii
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Section 3.10   CUSIP Numbers .......................................        40
Section 3.11   Computation of Interest .............................        41
Section 3.12   Electronic Security Issuance ........................        41

                                   ARTICLE IV
                          SATISFACTION AND DISCHARGE

Section 4.1    Satisfaction and Discharge of Indenture .............        41
Section 4.2    Application of Trust Money ..........................        43
Section 4.5    Satisfaction, Discharge and Defeasance of
                    Securities of Any Series .......................        43

                                   ARTICLE V
                                    REMEDIES

Section 5.1    Events of Default ...................................        46
Section 5.2    Acceleration of Maturity; Rescission and Annulment ..        48
Section 5.3    Collection of Indebtedness and Suits for Enforcement
                    by Trustee .....................................        49
Section 5.4    Trustee May File Proofs of Claim ....................        50
Section 5.5    Trustee May Enforce Claims Without Possession of
                    Securities or Coupons ..........................        51
Section 5.6    Application of Money Collected ......................        52
Section 5.7    Limitation on Suits .................................        52
Section 5.8    Unconditional Right of Holders to Receive Principal,
                    Premium and Interest ...........................        53
Section 5.9    Restoration of Rights and Remedies ..................        53
Section 5.10   Rights and Remedies Cumulative ......................        54
Section 5.11   Delay or Omission Not Waiver ........................        54
Section 5.12   Control by Holders of Securities ....................        54
Section 5.13   Waiver of past Defaults .............................        55
Section 5.14   Undertaking for Costs ...............................        55
Section 5.15   Waiver of Stay or Extension Laws ....................        56

                                      iv
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                                                                           PAGE
                                                                           ----
                                   ARTICLE VI
                                  THE TRUSTEE

Section 6.1    Certain Rights of Trustee ...........................        56
Section 6.2    Not Responsible for Recitals or Issuance of
                    Securities .....................................        57
Section 6.3    May Hold Securities .................................        58
Section 6.4    Money Held in Trust .................................        58
Section 6.5    Compensation and Reimbursement ......................        58
Section 6.6    Resignation and Removal; Appointment of Successor ...        59
Section 6.7    Acceptance of Appointment by Successor ..............        60
Section 6 8    Disqualification; Conflicting Interests .............        62
Section 6.9    Corporate Trustee Required; Eligibility .............        62
Section 6.10   Preferential Collection of Claims Against Company ...        62
Section 6.11   Merger, Conversion, Consolidation or Succession to
                    Business .......................................        62
Section 6.12   Appointment of Authenticating Agent .................        63

                                  ARTICLE VII
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1    Preservation of Information; Communications
                    To Holders .....................................        65
Section 7.2    Reports by Trustee ..................................        67
Section 7.3    Original Issue Discount .............................        67

                                  ARTICLE VIII
                  CONSOLIDATION, MERGER, SALE, LEASE, TRANSFER
                             OR OTHER DISPOSITION

Section 8.1    Company May Consolidate, Etc. Only on Certain Terms .        67
Section 8.2    Successor Substituted ...............................        69

                                       v
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                                                                           PAGE
                                                                           ----
                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 9.1    Supplemental Indentures Without Consent of Holders ..        69
Section 9.2    Supplemental Indentures with Consent of Holders .....        71
Section 9.3    Execution of Supplemental Indentures ................        72
Section 9.4    Effect of Supplemental Indentures ...................        73
Section 9.5    Conformity with Trust Indenture Act .................        73
Section 9.6    Reference in Securities to Supplemental Indentures ..        73

                                   ARTICLE X
                                   COVENANTS

Section 10.1   Payment of Principal, Premium and Interest ..........        74
Section 10.2   Maintenance of OffIce or Agency .....................        74
Section 10.3   Money for Securities Payments to Be Held in
                    Trust ..........................................        76
Section 10.4   Additional Amounts ..................................        77
Section 10.5   Existence ...........................................        78
Section 10.6   Purchase of Securities by Company or Subsidiary .....        79
Section 10.7   Limitation on Liens .................................        79
Section 10.8   Limitation on Sale and Lease-back Transactions ......        81
Section 10.9   Statement by Officers as to Default .................        82
Section 10.10  Waiver of Certain Covenants .........................        82
Section 10.11  Defeasance of Certain Obligations ...................        82

                                   ARTICLE XI
                           REDEMPTION OF SECURITIES

Section 11.1   Applicability of Article ............................        84
Section 11.2   Election to Redeem; Notice to Trustee ...............        84
Section 11.3   Selection by Trustee of Securities to Be Redeemed ...        85
Section 11.4   Notice of Redemption ................................        86
Section 11.5   Deposit of Redemption Price .........................        87

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                                                                           PAGE
                                                                           ----
Section 11.6   Securities Payable on Redemption Date ...............        87
Section 11.7   Securities Redeemed in Part .........................        88

                                  ARTICLE XII
                                 SINKING FUNDS

Section 12.1   Applicability of Article ............................        88
Section 12.2   Satisfaction of Sinking Fund Payments with Securities        89
Section 12.3   Redemption of Securities for Sinking Fund ...........        89

                                 ARTICLE XIII
                       MEETINGS OF HOLDERS OF SECURITIES

Section 13.1   Purposes for Which Meetings May Be Called ...........        90
Section 13.2   Call, Notice and Place of Meetings ..................        90
Section 13.3   Persons Entitled to Vote at Meetings ................        91
Section 13.4   Quorum; Action ......................................        91
Section 13.5   Determination of Voting Rights; Conduct and
                    Adjournment of Meetings ........................        93
Section 13.6   Counting Votes and Recording Action of Meetings .....        94

                                  ARTICLE XIV
                 REDEMPTION OF SECURITIES AT OPTION OF HOLDERS

Section 14.1   Applicability of Article ............................        94
Section 14.2   Redemption at Option of Holders upon a Change
                    In Control of the Company ......................        95
Section 14.3   Notice of Change in Control .........................        95
Section 14.4   Deposit of Redemption Price .........................        96

                                      vii
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                                                                           PAGE
                                                                           ----
                                   ARTICLE XV
                            CONVERSION OF SECURITlES

Section 15.1   Applicability of Article ............................        96
Section 15.2   Exercise of Conversion Privilege ....................        97
Section 15.3   No Fractional Shares ................................        98
Section 15.4   Adjustment of Conversion Price ......................        99
Section 15.5   Notice of Certain Corporate Actions .................        99
Section 15.6   Reservation of Shares of Common Stock ...............       100
Section 15.7   Payment of Certain Taxes upon Conversion ............       101
Section 15.8   Nonassessability ....................................       101
Section 15.9   Effect of Consolidation or Merger on
                    Conversion Privilege ...........................       101
Section 15.10  Duties of Trustee Regarding Conversion ..............       102
Section 15.11  Repayment of Certain Funds upon Conversion ..........       103

<PAGE>


     INDENTURE, dated as of April 12, 1999, between International Paper
Company, a corporation duly organized and existing under the laws of the State
of New York (herein called the "Company"), having its principal office at Two
Manhattanville Road, Purchase, New York 10577, and The Bank of New York, a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS.

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

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

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

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

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

     Certain terms used principally in Article Six are defined in that
Article.

     "Act", when used with respect to any Holder of a Security, has the meaning
specified in Section 1.4.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "contro11ing" and "controlled" have meanings correlative to the
foregoing.

     "Attributable Debt" shall mean, at the time of determination, the present
value (discounted at the interest rate, compounded semiannually, equal to the
weighted average Yield to Maturity of the Securities then Outstanding
hereunder, such average being weighted by the principal amount of the
Securities of each series or, in the case of Original Issue Discount
Securities, such amount to be determined as provided in the definition of
"Outstanding") of the obligation of a lessee for net rental payments during the
remaining term of any lease (including any period for which such lease has been
extended) entered into in connection with a sale and lease-back transaction.

                                       2
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     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and
of general circulation in the place, in connection with which the term is used,
or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bearer Security" means any Security in the form set forth in either
Exhibit C or Exhibit D to this Indenture or established pursuant to Section
2.1 which is payable to bearer.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

     "Book-Entry Security" means a Security bearing the legend specified in
Section 2.4, evidencing all or part of a series of Securities, issued to the
Depository for such series or its nominee, and registered in the name of such
Depository or nominee. Book-Entry Securities shall not be deemed to be
securities in global form for purposes of Sections 2.1 and 2.3 and Article III
of the Indenture."

     "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

     "Change in Control" shall mean a change in control of the Company which
shall be deemed to have occurred at such time or times as (1) the Company
determines

                                       3
<PAGE>


that any Person or related group of persons is the beneficial owner, directly
or indirectly, of 20% or more of the outstanding Common Stock of the Company or
(2) individuals who constitute the Continuing Directors cease for any reason to
constitute at least a majority of the board of directors of the Company.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1933, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.

     "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

     "Continuing Director" means an individual who is a member of the Board of
Directors of the Company on the date of this Indenture or who shall have become
a member of the Board of Directors of the Company subsequent to such date and
who shall have been nominated or elected by a majority of the other Continuing
Directors then members of the Board of Directors of the Company.

     "Corporate Trust Office" means the principal office of the Trustee in New
York, New York at which at any particular time its corporate trust business
shall be administered and which, as of the date hereof, is located at 101
Barclay Street, Floor 21 West, New York, New York 10286.

     "Corporation" means a corporation, association, company, joint-stock
company or business trust.

                                       4
<PAGE>


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

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Depository" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Book-Entry Securities,
the clearing agency registered under the Securities Exchange Act of 1934, as
amended specified for that purpose as contemplated by Section 3.1.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

     "Euro-clear" means the operator of the Euro-clear System.

     "Event of Default" has the meaning specified in Section 5.1.

     "Exchange Date" has the meaning specified in Section 3.4.

     "Exercise Period" means the period commencing with the day notice is first
given to Holders by the Company pursuant to Section 14.3 of a Change in Control
and ending with the day twenty days thereafter, excluding the day such notice
is first given and including such twentieth day.

     "Forestlands" shall mean at any time property in the United States which
contains standing timber which is, or upon completion of a growth cycle then in
process is expected to become, of a commercial quantity and of merchantable
quality excluding from the term "Forestlands," however, any land which at the
time is held by, or has been or is after the date hereof transferred to a
Subsidiary primarily for development and/or sale, and not primarily for the
production of any lumber or other timber products.

     "Funded Debt" shall mean indebtedness for money borrowed which by its
terms matures at, or is extendible or renewable at the option of the obligor,
to a date more than twelve months after the date of the creation of such
indebtedness.

     "Holder", when used with respect to any Security, means in the case of a
Registered Security, the Person in whose name the Security is registered in the

                                       5
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Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.1.

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

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

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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the Officers
signing an Officers' Certificate given pursuant to Section 10.9 shall be the
principal executive, financial or accounting officer of the Company.

     "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

                                       6
<PAGE>


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

          (ii) Securities for whose payment or redemption money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Company) in trust or set aside and segregated
     in trust by the Company (if the Company shall act as its own Paying Agent)
     for the Holders of such Securities and any coupons appertaining thereto;
     provided that, if such Securities are to be redeemed, notice of such
     redemption has been duly given pursuant to this Indenture or provision
     therefor satisfactory to the Trustee has been made; and

          (iii) Securities which have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities
     in respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.2, (ii) the principal amount of a Security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent on the date of original issuance of such Security of
the amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obliger shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned

                                       7
<PAGE>


which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obliger.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of and any premium and interest on any Securities on behalf of the
Company.

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

     "Place of Payment", when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
10.2, the principal of and any premium and interest on the Securities of that
series are payable as specified as contemplated by Section 3.1.

     "Predecessor Security" of any particular Security means 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 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

     "Principal Manufacturing Facility" shall mean any paperboard, paper or
pulp mill or any paper converting plant of the Company or any Subsidiary which
is located within the United States, other than any such mill or plant or
portion thereof which is financed by obligations issued by a State, a
Territory, or a possession of the United States, or any political subdivision
of any of the foregoing, or the District of Columbia, the interest on which is
excludable from gross income of the holders thereof pursuant to the provisions
of Section 1.3(a) of the Internal Revenue Code (or any successor to such
provision) as in effect at the time of issuance of such obligations, or
which,in the opinion of the Board of Directors, is not of material importance
to the total business conducted by the Company and its Subsidiaries as an
entirety.

                                       8
<PAGE>


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

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registered Security" means any Security in the form set forth in either
Exhibit A or Exhibit B to this Indenture or established pursuant to Section 2.1
which is registered in the Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 3.1, whether or not such a day is a
Business Day.

     "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant vice president, any assistant treasurer, any
trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 3.7.

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

                                       9
<PAGE>


     "Subsidiary" shall mean any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to
elect a majority of the board of directors of such corporation (whether or not
at the time stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by the Company, or by one
or more Subsidiaries, or by the Company and one or more Subsidiaries.

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

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

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.

     "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act of 1933,

                                      10
<PAGE>


as amended) as custodian with respect to any such U.S. Government Obligations
or a specific payment of or interest on any such U.S. Government Obligations
held by such custodian for the account of the holder of such depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obiigations or the specific payment of principal of or interest
on the U.S. Government Obligations evidenced by such depository receipt.

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

     "Yield to Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS.

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

     Every certificate or opinion by or on behalf of the Company with respect
to compliance with a condition or covenant provided for in this Indenture
except for certificates provided for in Section 10.9 shall include:

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

                                      11
<PAGE>


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

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

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

SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a cetiificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the cetiificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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

                                      12
<PAGE>


SECTION 1.4 ACTS OF HOLDERS.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substan-
tially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent or proxy, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Trustee and the Company. If
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 13.6.

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

                                      13
<PAGE>


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

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

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

     (f) With respect to the Securities of any Series all or part of which are
represented by Book-Entry Securities, the following provisions shall apply:

          (1) Upon receipt by the Trustee of (i) any written notice directing
     the time, method or place of conducting any proceeding or exercising any
     test or power pursuant to Section 5.12 with respect to Securities of such
     series or (ii) any written demand, request or notice with respect to any
     matter on which the Holders of Securities of such series are entitled to
     act under this Indenture, in each case from Holders of less than, or
     proxies representing less than, the requisite

                                      14
<PAGE>


     principal amount of Outstanding Securities or such series entitled to give
     such demand, request or notice, the Trustee shall establish a record
     date for determining Holders of Outstanding Securities of such series
     entitled to join in such demand, request or notice, which record date
     shall be the close of business on the day the Trustee received such
     demand, request or notice. The Holders on such record date, or their duly
     designated proxies, and only such Persons, shall be entitled to join in
     such demand, request or notice whether or not such Holders remain Holders
     after such record date; provided, however, that unless the Holders of the
     requisite principal amount of Outstanding Securities of such series
     shall have joined in such demand, request or notice prior to the day which
     is the ninetieth day after such record date, such demand, request or
     notice shall automatically and without further action by any Holder be
     canceled and of no further effect. Nothing in this paragraph shall prevent
     a Holder, or a proxy of a Holder, from giving, (i) after the expiration of
     such 90 day period, a new demand, request or notice identical to a demand,
     request or notice which has been canceled pursuant to the proviso to the
     preceding sentence or (ii) during any such 90-day period, a new demand,
     request or notice which has been canceled pursuant to the proviso to the
     preceding sentence or (iii) during any such 90-day period, a new demand,
     request or notice contrary to or different from such demand, request or
     notice, in either of which events a new record date shall be estabiished
     pursuant to the provisions of this clause (1).

          (2) The Company may, but shall not be obligated to, direct the
     Trustee to establish a record date for the purpose of determining the
     Persons entitled to (i) waive any past default with respect to the
     Securities of such series in accordance with Section 5.13 of the
     Indenture, (ii) consent to any supplemental indenture in accordance with
     Section 9.2 of the Indenture or (iii) waive any term, condition or
     provision of any covenant in accordance with Section 10.10 of the
     Indenture. If a record date is fixed, the Holders on such record date, or
     their duly designated proxies, and only such Persons, shall be entitled to
     waive any such past default, consent to any such supplemental indenture or
     waive any such term, condition or provision, whether or not such Holder
     remains a Holder after such record date; provided, however, that unless
     such waiver or consent is obtained from the Holders, or duly designed
     proxies, of the requisite principal

                                      15
<PAGE>


     amount of Outstanding Securities of such series prior to the date which is
     the ninetieth day after such record date, any such waiver or consent
     previously given shall automatically and without further action by any
     Holder be canceled and of no further effect.

     (g) The Company may, in the circumstances permitted by the Trust Indenture
Act, set any day as the record date for the purpose of determining the Holders
of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, whether or not such Holders
remain Holders after such record date. With regard to any action that may be
given or taken hereunder only by Holders of a requisite principal amount of
Outstanding Securities of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be given
or taken by any Holder shall be effective hereunder unless uiven or taken on or
prior to such expiration date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date (or their duly
appointed agents). On or prior to any expiration date set pursuant to this
paragraph, the Company may, on one or more occasions at its option, extend such
date to any later date. Nothing in this paragraph shall prevent any Holder (or
any duly appointed agent thereof) from giving or taking, after any expiration
date, any action identical to, or, at any time, contrary to or different from,
any action given or taken, or purported to have been given or taken, hereunder
by a Holder on or prior to such date, in which event the Company may set a
record date in respect thereof pursuant to this paragraph. Notwithstanding the
foregoing or the Trust Indenture Act, the Company shall not set a record date
for, and the provisions of this paragraph shall not apply with respect to, any
action to be given or taken by Holders pursuant to Section 5.1, 5.2 or 5.12.

SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                                      16
<PAGE>


          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention: Corporate
     Trust Administration, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided)
     if in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, to the attention of its Secretary,
     or at any other address previously furnished in writing to the Trustee by
     the Company.

SECTION 1.6 NOTICE TO HOLDERS OF SECURITIES; WAIVER.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event:

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security affected by such event, at the address of
     such Holder as it appears in the Security Register, not earlier than the
     earliest date, and not later than the latest date, prescribed for the
     giving of such notice; and

          (2) such notice shall be sufficiently given to Holders of Bearer
     Securities if published in an Authorized Newspaper in The City of New
     York, The City of London and in such other city or cities as may be
     specified in such Securities on a Business Day at least twice, the first
     such publication to be not earlier than the earliest date, and not later
     than the latest date, prescribed for the giving of such notice.

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

                                      17
<PAGE>


particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein.

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

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.7 LANGUAGE OF NOTICES, ETC.

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

SECTION 1.8 CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 1.9 EFFECT OF HEADINGS AIND TABLE OF CONTENTS.

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

                                      18
<PAGE>


SECTION 1.10 SUCCESSORS AND ASSIGNS.

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

SECTION 1.11 SEPARABILITY CLAUSE.

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

SECTION 1.12 BENEFITS OF INDENTURE.

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

SECTION 1.13 GOVERNING LAW.

     This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York without regard
to conflicts of laws.

SECTION 1.14 LEGAL HOLIDAYS.

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

                                      19
<PAGE>


                                  ARTICLE II

                                SECURITY FORMS

SECTION 2.1 FORMS GENERALLY.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in
substantially the forms set forth in Exhibits A, B, C or D to this Indenture, or
in such other form (including temporary or permanent global form) as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities or coupons, as evidenced
by their execution of the Securities or coupons. If temporary Securities of any
series are issued in global form as permitted by Section 3.4, the form thereof
shall be established as provided in the preceding sentence. If the forms of
Securities or coupons of any series (or any such temporary global Security) are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities (or any such temporary global
Security) or coupons.

     Unless otherwise specified as contemplated by Section 3.1, Securities in
bearer form shall have interest coupons attached.

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

SECTION 2.3 FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

                                      20
<PAGE>


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

Dated_______________          The Bank of New York, as Trustee

                              By:___________________________________
                                 Authorized Signatory

SECTION 2.3 SECURITIES IN GLOBAL FORM.

     If Securities of a series are issuable in global form, as specified as
contemplated by Section 3.1, then, notwithstanding clause (11) of Section 3.1
and the provisions of Section 3.2, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or
Section 3 4 Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel.

     The provisions of the last sentence of Section 3.3 shall apply to any
security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.2 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last
sentence of Section 3.3.

                                      21
<PAGE>


     Notwithstanding the provisions of Sections 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

     Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security as shall be
specified in a written statement of the Holder of such permanent global
Security or, in the case of a permanent global Security in bearer form, of
Euro-clear or CEDEL S.A. which is provided to the Trustee by such Person.

SECTION 2.4 FORM OF LEGEND FOR BOOK-ENTRY SECURITIES

     Any Book-Entry Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

     "This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. This Security is exchangeable for Securities
registered in the name of a Person other than the Depository or its nominee
only in the limited circumstances described in the Indenture, and no transfer
of this Security (other than a transfer of this Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except
in such limited circumstances."

SECTION 2.5 FORM OF CONVERSION NOTICE.

     The form of conversion notice for the conversion of Securities into shares
of Common Stock or other securities of the Company shall be in substantially
the form included with the applicable form of Securities as set forth in
Exhibits A, B, C and D hereto.

                                      22
<PAGE>


                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

          (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 the 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 the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7
     and except for any Securities which, pursuant to Section 3.3, are deemed
     never to have been authenticated and delivered hereunder);

          (3) whether Securities of the series are to be issuable as Registered
     Securities, Bearer Securities or both, whether any Securities of the
     series are to be issuable initially in temporary global form and whether
     any Securities of the series are to be issuable in permanent global form
     with or without coupons and, if so, whether beneficial owners of
     interests in any such permanent global Security may exchange such
     interests for Securities of such series and of like tenor of any
     authorized form and denomination and the circumstances under which any
     such exchanges may occur, if other than in the manner provided in Section
     3.5;

          (4) the Person to whom any interest on any Registered Security of the
     series shall be payable, if other than the Person in

                                      23
<PAGE>


     whose name that Security (or one or more Predecessor Securities) is
     registered at the close of business on the Regular Record Date for such
     interest, the manner in which, or the Person to whom, any interest on any
     Bearer Security of the series shall be payable, if otherwise than upon
     presentation and surrender of the coupons appertaining thereto as they
     severally mature, and the extent to which, or the manner in which, any
     interest payable on a temporary global Security on an Interest Payment
     Date will be paid if other than in the manner provided in Section 3.4;

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

          (6) the rate or rates at which the Securities of the series shall
     bear interest, if any, or the formula pursuant to which such rate or rates
     shall be determined, the date or dates from which any such interest shall
     accrue, the Interest Payment Dates on which any such interest shall be
     payable, the Regular Record Date for any interest payable on any
     Registered Securities on any Interest Payment Date;

          (7) the place or places where, subject to the provisions of Sections
     11.4 and 10.2, the principal of and any premium and interest on Securities
     of the series shall be payable, any Registered Securities of the series,
     may be surrendered for registration of transfer, Securities of the series
     may be surrendered for exchange, notices and demands to or upon the
     Company in respect of the Securities of the series and this Indenture may
     be served and where notices to Holders of Bearer Securities pursuant to
     Section 1.6 will be published;

          (8) 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;

          (9) 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 Holders pursuant to
     Article XIV, or such terms and conditions as shall be set forth in an
     Officers' Certificate or supplemental indenture;

                                      24
<PAGE>


          (10) the obligation, if any, of the Company to redeem or purchase
     Securities of the series, or panicuiar Securities within the Series,
     pursuant to any sinking fund or analogous provisions or at the option of a
     Holder thereof, including without limitation pursuant to Article XIV, and
     the period or periods within which, the price or prices at which and the
     terms and conditions upon such Securities shall be redeemed or purchased,
     in whole or in part, pursuant to such obligation;

          (11) the terms of any right to convert or exchange Securities of the
     series, either at the option of the Holder thereof or the Company, into
     or for shares of Common Stock of the Company or other securities or
     property, including without limitation the period or periods within which
     and the price or prices (including adjustments thereto) at which any
     Securities of the series shall be convened or exchanged, in whole or in
     pan;

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

          (13) the currency or currencies, including composite currencies, in
     which payment of the principal of and any premium and interest on the
     Securities of the series shall be payable if other than the currency of
     the United States of America:

          (14) if the principal of and any premium or interest on the
     Securities of the series are to be payable, at the election of the Company
     or a Holder thereof, in a currency or currencies, including composite
     currencies, other than that or those in which the Securities are stated to
     be payable, the currency or currencies in which payment of the principal
     of and any premium and interest on Securities of such series as to which
     such election is made shall be payable, and the periods within which and
     the terms and conditions upon which such election is to be made;

                                      25
<PAGE>


          (15) if the amount of payments of principal of and any premium or
     interest on the Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined:

          (16) if other than the principal amount thereof, the portion of the
     principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 5.2;

          (17) the Person who shall be the Security Reyistrar, if other than
     the Company;

          (18) whether the Securities of the series shall be issued upon
     original issuance in whole or in part in the form of one or more
     Book-Entry Securities and, in such case, (a) the Depository with respect
     to such Book-Entry Security or Securities; and (b) the circumstances
     under which any such Book-Entry Security may be exchanged for Securities
     registered in the name of, and any transfer of such Book-Entry Security
     may be registered to, a Person other than such depository or its nominee,
     if other than as set forth in Section 3.5;

          (19) if either or both of the provisions of Section 13.3 or 13.3 are
     applicable to the Securities of such series; and

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

     A11 Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.3) set forth in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee

                                      26
<PAGE>


at or prior to the delivery of the Officers' Certificate setting forth the
terms of the series.

SECTION 3.2 DENOMINATIONS.

     Unless otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.

SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Treasurer or any
Assistant Treasurer of the Company.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided,
further, that a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate in the form set forth in Exhibit E.1 to this
Indenture, dated no earlier than 15 days prior to the earlier of the date on
which such Bearer Security is delivered and the date on which any temporary
global Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary global Security and this Indenture.
If any Security shall be

                                      27
<PAGE>


represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 3.4, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivered in connection with
its original issuance of such beneficial owner's interest in such permanent
global Security. Except as permitted by Section 3.6, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.

     If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Board Resolutions
as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating:

          (a) if the forms of such Securities and any coupons have been
     established by or pursuant to Board Resolution as permitted by Section
     2.1, that such forms have been established in conformity with the
     provisions of this Indenture;

          (b) if the terms of such Securities and any coupons have been
     established by or pursuant to Board Resolution as permitted by Section
     3.1, that such terms have been established in conformity with the
     provisions of this Indenture; and

          (c) that such Securities, together with any coupons appertaining
     thereto, when authenticated and delivered by the Trustee and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and legally binding obligations
     of the Company, enforceable in accordance with their terms, subject, as to
     enforcement. to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting the enforcement of
     creditors' rights and to general equity principles.

     If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue or 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.
<PAGE>


     Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 3.1 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraphs at or prior to
the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

     Each Registered Security shall be dated the date of its authentication;
and each Bearer Security shall be dated as of the date of original issuance of
the first Security of such series to be issued.

     No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such coupon appertains, a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.9 together with a written
statement (which need not comply with Section 1.2 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

SECTION 3.4 TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced. in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities or coupons may determine, as evidenced by their execution of such
Securities or coupons. In the case of any series issuable as Bearer Securities,

                                      29
<PAGE>


such temporary Securities may be in global form. A temporary Bearer Security
shall be delivered only in compliance with the conditions set forth in Section
3.3.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 10.2 in a Place
of Payment for such series for the purpose of exchanges of Securities of such
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto) the Company shall execute and the Trustee shal1
authenticate and deliver in exchange therefor a like aggregate principal
amount of definitive Securities of the same series and of like tenor of
authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security.

     If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the
"Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit
to the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities of that series, in aggregate principal amount equal to
the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's asent
for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities of such series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary slobal
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged; provided, however, that, unless
othewise specified in such temporary global Security, upon such presentation

                                      30
<PAGE>


by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euro-clear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL S.A. as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit E.3 to this Indenture. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 3.1, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 3.3.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euro-clear
or CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euro-clear or CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit E.1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euro-clear and CEDEL S.A., the Trustee, any authenticating
Agent appointed for such series of Securities and each Paying Agent. Unless
othewise specified in such temporary global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euro-clear or CEDEL S..4. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by section 3.1, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to
the applicable Exchange Date shall be payable to Euro-clear and CEDEL S.A. on
such Interest Payment Date upon delivery

                                      31
<PAGE>


by Euro-clear and CEDEL S.A. to the Trustee of a certificate or certificates in
the form set forth in Exhibit E.3 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary global Security on
such Interest Payment Date and who have each delivered to Euro-clear or CEDEL
S.A., as the case may be, a certificate in the form set forth in Exhibit E.4 to
this Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not
paid as herein provided shall be returned to the Trustee immediately prior to
the expiration of two years after such interest Payment Date in order to be
repaid to the Company in accordance with Section 10.3.

SECTION 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND
            EXCHANGE.

     The Company shall cause to be kept at an office or agency to be maintained
by the Company in accordance with Section 10.2 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant
to Section 10.2 for the purpose of registration of transfer of Secutities and
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and the registration of
transfers of Registered Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.

     Upon due surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 10.3 for such purpose in a Place of Pavment for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the desigiated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitied to receive. Registered Securities
may not be exchanged for Bearer Securities.

                                      32
<PAGE>


     At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons, and all matured coupons in default
appertaining thereto. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face
amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may required to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Securities shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 10.2, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

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

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of

                                      33
<PAGE>


like tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 3.1, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global
Security shall be surrendered by the Common Depositary or such other depositary
or Common Depositary as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities of
such series without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such permanent global Security, a like aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such permanent global Security
to be exchanged which, unless the Securities of the series are not issuable
both as Bearer Securities and as Registered Securities, as specified as
contemplated by Section 3.1, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agencv on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

                                      34
<PAGE>


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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

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

     Notwithstanding the foregoing and except as othewise specified or
contemplated by Section 3.1, any Book-Entry Security shall be exchangeable
pursuant to this Section 3.5 or Sections 3.4, 9.6 and 11.7 for Securities
registered in the name of, and a transfer of a Book-Entry Security or any
series may be registered to, any Person other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that it
is unwilling or unable to continue as Depository for such Book-Entry Security
or if at any time such Depository ceases to be a clearing agency registered
under the Securities Exchange Act of 1933, as amended, (ii) the Company
executes and delivers to the Trustee a Company Order that such Book-Entry
Security shall be so exchangeable and the transfer thereof so registerable or
(iii) there shall have occurred and be continuing an Event of Default, or an
event which after notice or lapse of time would be an Event of Default, with

                                      35
<PAGE>


respect to the Securities of such series. Upon the occurrence in respect of any
Book-Entry Security of any series of any one or more of the conditions
specified in clauses (i), (ii) or (iii) of the preceding sentence or such other
conditions as may be specified as contemplated by Section 3.1 for such series,
such Book-Entry Security may be exchanged for Securities registered in the
names of, and the transfer of such Book-Entry Security may be registered to,
such Persons (including Persons other than the Depository with respect to such
series and its nominees) as such Depository shall direct. Notwithstanding any
other provision of this Indenture, any Security authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, any
Book-Entry Security shall also be a Book-Entry Security and shall bear the
legend specified in Section 2.4 except for any Security authenticated and
delivered in exchange for, or upon registration of transfer of, Book-Entry
Security pursuant to the preceding sentence.

SECTION 3.6 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
            AND COUPONS.

     If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security and such mutilated
Security or a Security with a mutilated coupon, if any, shall be cancelled by
the Trustee in accordance with the Indenture.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon
and (ii) such security or indemnity as may be required by them, then, in the
absence of notice to the Company or the Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall, subject to the
following paragraph, execute, and the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

                                      36
<PAGE>


     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that principal of and any premium and interest on Bearer Securities
shall, except as otherwise provided in Section 10.2, be payable only at an
office or agency located outside the United States.

     Upon the issuance of any new Security under this Section, the Company may
require 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.

     Every new Security of any series, with any coupons appertaining thereto,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security and any coupons appertaining thereto, or the destroyed, lost or stolen
coupon shall be at any time enforceable by anyone, and any such new Security
and coupons, if any, shal1 be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series
and their coupons, if any, duly issued hereunder.

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

SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Unless otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, interest on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted

                                      37
<PAGE>


Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) and (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which 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 Registered Security of such series 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 be not
     more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by 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 Holder of Registered Securities of
     such series at the address of such Holder as it appears in the Security
     Register, 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 so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Registered Securities of such
     series (or their respective Predecessor Securities) are registered at the
     close of business on such Special Record Date and shall no longer be
     payable pursuant to the following Clause (2); and

          (2) The Company may make payment of any Defaulted Interest on the
     Registered Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities

                                      38
<PAGE>


     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.

     Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of, transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 3.8 PERSONS DEEMED OWNERS.

     Prior to due presentment of a Registered 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 Registered Security is registered as
the owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 3.5 and 3.7) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security shall be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.

     Title to any Bearer Security and any coupons appertaining thereto shall
pass by deliver). The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the Bearer of any coupon
as the owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon shall 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.

SECTION 3.9 CANCELLATION.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Registered Securities and matured coupons so
delivered shall be promptly cancelled by the Trustee. All Bearer Securities and
unmatured coupons so delivered shall be cancelled. All Bearer Securities and
unmatured coupons held by the Trustee pending such cancellation or reissuance
shall be deemed to be delivered for cancellation for

                                      39
<PAGE>


all purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities and coupons held by the Trustee shall be
disposed of as directed by a Company Order (provided that in no event shall the
Trustee be directed to destroy such canceled Securities and coupons), or in the
absence of a Company Order, may be disposed of by the Trustee in accordance
with its procedures relating to the disposition of canceled securities in
effect as of the date of such disposition.

     Notwithstanding the foregoing, with respect to any Book-Entry Security,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by a Depository or impair, as between a
Depository and holders of beneficial interests in any Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of such Book-Entry Security.

SECTION 3.10 CUSIP NUMBERS.

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

                                      40
<PAGE>


SECTION 3.11 COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.12 ELECTRONIC SECURiTY ISSUANCE.

     The Securities may pursuant to a Board Resolution and Officers Certificate
complying with Section 3.1 hereof be issued by means of an electronic issuance
system. Any such Security issuance instructions may specify the name, address
and taxpayer identification number of the Holder, the principal amount and
Maturity of the Security, the interest rate to be borne by the Security and any
other terms not inconsistent with such Board Resolution and Officers
Certificate. Nothing in this Section 3.11 shall be construed as prohibiting the
Company from issuing Securities by any means not inconsistent with the
provisions of this Indenture.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 10.4), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

          (1) either

          (A) all Securities theretofore authenticated and delivered and all
     coupons, if any, appertaining thereto (other than (i) coupons appertaining
     to Bearer Securities surrendered for exchange for Registered Securities
     and maturing after such exchange, whose surrender is not required or has
     been waived as provided in Section 3.5, (ii) Securities and coupons
     which have been destroyed, lost or stolen and

                                      41
<PAGE>


     which have been replaced or paid as provided in Section 3.6, (iii) coupons
     appertaining to Securities called for redemption and maturing after the
     relevant Redemption Date, whose surrender has been waived as provided in
     Section 11.6, and (iv) Securities and coupons for whose payment money has
     theretofore been deposited in trust or segregated and held in trust by the
     Company and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 10.3) have been delivered to the Trustee for
     cancellation; or

          (B) all such Securities and, in the case of(i) or (ii) below, any
     coupons appertaining thereto not theretofore delivered to the Trustee for
     cancellation,

          (i) have become due and payable, or

          (ii) will become due and payable at their Stated Maturity within one
     year, or

          (iii) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the Company,

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose, an amount sufficient to pay and discharge the entire indebtedness
     on such Securities and coupons not theretofore delivered to the Trustee
     for cancellation, for principal (and premium, if any) and any interest
     to the date of such deposit (in the case of Securities which have become
     due and payable) or to the Stated Maturity or Redemption Date, as the case
     may be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

                                      42
<PAGE>


     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to clause (l)(B) of this
Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

SECTION 4.2 APPLICATION OF TRUST MONEY

     Subject to the provisions of the last paragraph of Section 10.3, ail money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and any interest for whose payment such money has been deposited with the
Trustee.

SECTION 4.3 SATISFACTION, DISCHARGE AND DEFEASANCE OF
            SECURITIES OF ANY SERIES.

     If this Section 4.3 is specified, as contemplated by Section 3.1, to be
applicable to Securities of any series, then notwithstanding Section 4.1: (i)
the Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any such series; (ii) the provisions of
this Indenture as it relates to such Outstanding Securities shall no longer be
in effect (except as to the rights of Holders of Securities to receive, from
the trust fund described in subparagraph (1) below, payment of (x) the
principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest on such Securities on the Stated Maturity of such
principal (and premium, if any) or installment of principal (and premium, if
any) or interest or (y) any mandatory sinking fund payments or analogous
payments applicable to the Securities of that series on that day on which such
payments are due and payable in accordance with the terms of the Indenture and
of such Securities, the Companys obligations with respect to such Securities
under Sections 3.4, 3.5, 3.6, 10.2, 10.3, and 10.4 and the rights, powers,
trusts, duties and immunities of the Trustee hereunder, including those under
Section 6.7 hereof); and (iii) the Trustee, at the expense of the Company,
shall, upon Company Request, execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when:

                                      43
<PAGE>

          (1) either

          (A) with respect to all Outstanding Securities of such series, with
     reference to this Section 4.3, the Company has deposited or caused to be
     deposited with the Trustee irrevocably (but subject to the provisions of
     Section 4.2 and the last paragraph of Section 10.3), as trust funds in
     trust, specifically pledged as security for, and dedicated solely to,
     the benefit of the Holders of the Securities of that series, (X) lawful
     money of the United States in an amount, or (Y) U.S. Government
     Obligations which through the payment of interest and principal in respect
     thereof in accordance with their terms will provide not later than the
     opening of business on the due dates of any payment referred to in Clause
     (i) or (ii) of this subparagraph (l)(A) lawful money of the United
     States in an amount, or (z) a combination thereof, sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge (i) the principal of (and premium, if any) and each
     installment of principal (and premium, if any) and interest on the
     Outstanding Securities of that series on the Stated Maturity of such
     principal or installment of principal or interest and (ii) any mandatory
     sinking fund payments or analogous payments applicable to Securities of
     such series on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and of such Securities; or

          (B) the Company has properly fulfilled such other means of
     satisfaction and discharge as is specified, as contemplated by Section
     3.1, to be applicable to the Securities of such series;

          (2) the Company has paid or caused to be paid all other sums payable
     with respect to the Outstanding Securities of such Series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4) no Event of Default or event which with the giving of notice or
     lapse of time, or both, would become an Event of Default

                                      44
<PAGE>


     with respect to the Securities of that series shall have occurred and be
     continuing on the date of such deposit and no Event of Default under
     Section 5.1(6) or Section 5.1(7) or event which with the giving of notice
     or lapse of time, or both, would become an Event of Default under Section
     5.1(6) or Section 5.1(7) shall have occurred and be continuing on the
     91st day after such date;

          (5) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling, or (b) since the date
     of this Indenture there has been a change in applicable federal income
     tax law, in either case to the effect that, and based thereon such Opinion
     of Counsel shall confirm that, the Holders of Securities of such series
     will not recognize income, gain or loss for federal income tax purposes as
     a result of such deposit, defeasance and discharge and will be subject to
     federal income tax on the same amount and in the same manner and at the
     same times as would have been the case if such deposit, defeasance and
     discharge had not occurred;

          (6) if the Securities of that series are then listed on any domestic
     or foreign securities exchange, the Company shall have delivered to the
     Trustee an Opinion of Counsel to the effect that such deposit, defeasance
     and discharge will not cause such Securities to be delisted; and

          (7) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of the
     entire indebtedness on all Outstanding Securities of any such series have
     been complied with and an Opinion of Counsel to the effect that either (i)
     as a result of such deposit and the related exercise of the Companys
     option under this Section 4.3, registration is not required under the
     Investment Company Act of 1940, as amended, by the Company, the trust
     funds representing such deposit or the Trustee or (ii) all necessary
     registrations under said Act have been effected.

     Any deposits with the Trustee referred to in Section 4.3(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow/trust agreement
in form

                                      45
<PAGE>


and substance satisfactory to the Trustee. If any Outstanding Securities of
such series are to be redeemed prior to their Stated Maturity, whether
pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

     Upon the satisfaction of the conditions set forth in this Section 4.3 with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

     Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
4.3) of the Company under this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7,
and the obligations of the Trustee under Section 1.2 and the last paragraph of
Section 10.3 shall survive with respect to such series of Securities.

                                   ARTICLE V

                                    REMEDIES

SECTION 5.1 EVENTS OF DEFAULT.

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

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

                                      46
<PAGE>

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

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

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

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

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an
     involuntary case or proceeding under any applicable

                                      47
<PAGE>


     Federal or State bankruptcy, insolvency, reorganization or other similar
     law or to the commencement of any bankruptcy or insolvency case or
     proceeding against it, or the filing by it of a petition or answer or
     consent seeking reorganization or relief under any applicable Federal or
     State law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or similar official of the Company or of
     any substantial part of its property, or the making by it of an assignment
     for the benefit of creditors, or the admission by it in writing of its
     inability to pay its debts generally as they become due, or the taking of
     corporate action by the Company in furtherance of any such action; or

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

SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND
            ANNULMENT.

     If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

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

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay,

                                      48
<PAGE>


          (A) all overdue interest on all Securities of that series,

          (B) the principal of (and premium, if any, on) any Securities of that
     series which have become due otherwise than by such declaration of
     acceleration and any interest thereon at the rate or rates prescribed
     therefor in such Securities,

          (C) to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate or rates prescribed therefor in such
     Securities, and

          (D) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

 and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have
     been cured or waived as provided in Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR EN-
            FORCEMENT BY TRUSTEE.

     The Company covenants that if,

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

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

                                      49
<PAGE>


the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities of that series and any coupons appertaining thereto,
the whole amount then due and payable on such Securities of that series and
coupons for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and on the premium, if any, and overdue interest, at the rate or
rates prescribed therefor in such Securities of that series and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel,

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

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

SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall haye made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                                      50
<PAGE>


          (i) to file and prove a claim for the whole amount of principal and
     any premium and interest owing and unpaid in respect of the Securities and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders of Securities and
     coupons allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

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

SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT
            POSSESSION OF SECURITIES OR COUPONS.

     All rights of action and claims under this Indenture or the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such 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 the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

                                      51
<PAGE>


SECTION 5.6 APPLICATION OF MONEY COLLECTED.

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

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

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

SECTION 5.7 LIMITATION ON SUITS.

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

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

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

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

                                      52
<PAGE>


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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
            PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES.

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

                                      53
<PAGE>


SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive or any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11 DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.12 CONTROL BY HOLDERS OF SECURITIES

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

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

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

                                      54
<PAGE>


     SECTION 5.13 WAIVER OF PAST DEFAULTS.

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

          (1) in the payment of the principal of (or premium, if any) or any
     interest on any Security of such series, or

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

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

     SECTION 5.14 UNDERTAKING FOR COSTS.

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

     SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                      55
<PAGE>


                                   ARTICLE VI

                                  THE TRUSTEE

     SECTION 6.1 CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of the Trust Indenture Act:

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

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

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

     (d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in

                                      56
<PAGE>


respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Securities of any series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

     (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney; 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 6.2 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
            SECURITIES.

     The recitals contained herein and in the Securities (except the Trustees
certificates of authentication) and in any coupons shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities or
coupons. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.

                                      57
<PAGE>


SECTION 6.3 MAY HOLD SECURITIES

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 6.4 MONEY HELD IN TRUST

     Money held by the Trustee in trust hereunder 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 money received by it hereunder except as
otherwise agreed with the Company.

SECTION 6.5 COMPENSATION AND REIMBURSEMENT.

     The Company agrees:

          (1) to pay to the Trustee or any predecessor Trustee from time to
     time such compensation for all services rendered by it hereunder as the
     Company and the Trustee shall from time to time agree in writing (which
     compensation shall not be limited by any provision of law in regard to the
     compensation of a trustee of an express trust);

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

          (3) to indemnify the Trustee and any predecessor Trustee and their
     agents for, and to hold it harmless against, any loss, liability or
     expense incurred without negligence or bad faith on its part, arising out
     of or in connection with the acceptance or administration of the trust or
     trusts hereunder, including the costs and expenses of defending

                                      58
<PAGE>


itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

SECTION 6.6 RESIGNATION AND REMOVAL; APPONTMENT OF
            SUCCESSOR.

     (a) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company If the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

     (c) If at any time:

          (1) the Trustee shall fail to comply with Section 3.10(b) of the
     Trust Indenture Act after written request therefor by the Company or by
     any Holder of a Security who has been a bona fide Holder of a Security for
     at least six months, or

          (2) the Trustee shall cease to be eligible under Section 3.10(a) of
     the Trust Indenture Act and shall fail to resign after written request
     therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14 any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated,
petition any court of competent

                                      59
<PAGE>


jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     (d) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities of
that series and accepted appointment in the manner required by Section 6.11,
any Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (e) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided in Section 1.6. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

SECTION 6.7 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities every such successor Trustee so appointed 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,

                                      60
<PAGE>


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

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming

                                      61
<PAGE>


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.

     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.

SECTION 6.8 DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $5O,OOO,OOO. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.11 MERGER, CONVERSION, CONSOLIDATION OR
             SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion

                                      62
<PAGE>


or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee 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 6.12 APPOINTMENT OF AUTHENTICATTNG AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue or upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6. and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustees certificate of authentication such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent provided such corporation shall be otherwise eligible
under this Section, without the

                                      63
<PAGE>


execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall promptly give notice
of such appointment to all Holders of Securities pursuant to Section 1.6. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.7.

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

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

Date______________________              The Bank of New York,
                                             As Trustee

                                        By:_____________________________
                                           Authenticating Agent

                                        By:_____________________________
                                           Authorized Signatory

                                      64
<PAGE>


     If all of the Securities of a series may not be originally issued at one
time, and if the Company has an Affiliate eligible to be appointed as an
Authenticating Agent hereunder or the Trustee does not have an office capable
of authenticating Securities upon original issuance located in a Place of
Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.2 and need
not be accompanied by an Opinion of Counsel), shall appoint in accordance with
this Section an Authenticating Agent (which if so requested by the Company,
shall be such Affiliate of the Company) having an office in a Place of Payment
designated by the Company with respect to such series of Securities.

                                  ARTICLE VII

               HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1 PRESERVATION OF INFORMATION; COMMUNICATIONS
            TO HOLDERS.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities (i) contained in
the most recent list furnished to the Trustee as provided in Section 7.1, (ii)
received by the Tnrstee in its capacity as Security Registrar and (iii) filed
with it within the two preceding years pursuant to Section 7.3(c)(2). The
Trustee may (i) destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished, (ii) destroy any information received
by it as Paying Agent (if so acting) hereunder upon delivering to itself as
Trustee, not earlier than March 20 or September 20 of each year, a list
containing the names and addresses of the Holders of Securities obtained from
such information since the delivery of the next previous list, if any, (iii)
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent (if so acting) hereunder upon the
receipt of a new list so delivered and (iv) destroy not earlier than wo years
after filing, any information filed with it pursuant to Section 7.3(c)(2).

     (b) If three or more Holders of Securities (herein 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 applicants desire to communicate with other Holders
of Securities with respect to their rights

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<PAGE>


under this Indenture or under the Securities and is accompanied by a copy of
the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

          (i) afford such applicants access to the information preserved at
     the time by the Trustee in accordance with Section 7.2(a), or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities whose names and addresses appear in the information presented
     at the time by the Trustee in accordance with Section 7.2(a), and as to
     the approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

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

     (c) Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the

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<PAGE>


disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 72(b), regardless of the source from
which such information was derived and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).

SECTION 7.2 REPORTS BY TRUSTEE.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or
any delisting thereof.

SECTION 7.3 ORIGINAL ISSUE DISCOUNT.

     The Company shall provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by the Company with the Internal Revenue
Service and the Holders of the Securities relating to original issue discount,
including, without limitation, Form 1099.OID or any successor form.

                                  ARTICLE VIII

                  CONSOLIDATION, MERGER, SALE, LEASE, TRANSFER
                             OR OTHER DISPOSITION

SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC. ONLY ON
            CERTAIN TERMS.

     The Company shall not consolidate or merge with or into any other Person
or sell, lease, transfer or otherwise dispose of its assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate or merge with or into the Company or to sell, lease, transfer or
otherwise dispose of its assets substantially as an entirety to the Company,
unless:

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<PAGE>


     (1) in case the Company shall consolidate or merge with or into another
Person or sell, lease, transfer or otherwise dispose of its assets substantially
as an entirety to any Person, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by sale, lease,
transfer or otherwise, the assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be organized and validly
existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an indenture supplemen-
tal hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest (including all additional amounts, if any, payable pursuant to Section
10.4) on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;

     (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

     (3) if as a result of any such consolidation or merger or such sale,
lease, transfer or other disposition of the assets of the Company would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and

     (4) the Company has delivered to the Trustee an Officers Certificate and
an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, sale, lease, transfer or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and

                                      68
<PAGE>


that all conditions precedent herein provided for relating to such transaction
have been complied with.

SECTION 8.2 SUCCESSOR SUBSTITUTED.

     Upon any consolidation or merger of the Company with or into any other
Person or any sale, lease, transfer or other disposition of the assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which sale, lease, transfer or other disposition is made shall
assume the obligations of the Company on the Securities and under this
Indenture with the same effect as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities and coupons.

                                   ARTICLE IX

                           SUPPLEMENTAL INDENTURES

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
            HOLDERS.

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

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

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

          (3) to add any additional Events of Default; or

                                      69
<PAGE>


          (4) to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registerable as to principal to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on Bearer Securities, to permit Bearer Securities to
     be issued in exchange for Registered Securities, to permit Bearer
     Securities to be issued in exchange for Bearer Securities of other
     authorized denominations or to permit or facilitate the issuance of
     Securities in uncertificated form, provided that any such action shall not
     adversely affect the interests of the Holders of Securities of any
     series or any related coupons in any material respect; or

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

          (6) to secure the Securities pursuant to the requirements of Section
     10.7 or otherwise; or

          (7) to establish the form or terms of Securities of any series and
     any related coupons as permitted by Sections 2.1 and 3.1; or

          (8) to evidence and provide for the acceptance of appointment
     thereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 6.11(b); or

          (9) to make provision with respect to the conversion rights of
     Holders pursuant to the requirements of Article XV, including providing
     for the conversion of the Securities into any Security or property (other
     than the Common Stock of the Company); or

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or

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<PAGE>


questions arising under this Indenture, provided that such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect.

SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF
             HOLDERS.

     With the consent of the Holders of not less than 66-2.3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,

          (1) change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or change any obligation of the
     Company to pay additional amounts pursuant to Section 10.4 (except as
     contemplated by Section 8.1(l) and permitted by Section 9.1(1)), or reduce
     the amount of the principal of an Original Issue Discount Security that
     would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 5.2 or change the coin or currency in
     which any Security or any premium or interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

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

                                      71
<PAGE>


     provided for in this Indenture, or reduce the requirements of Section 13.4
     for quorum or voting, or

          (3) change any obligation of the Company to maintain an office or
     agency in the places and for the purposes specified in Section 10.2, or

          (4) modify any of the provisions of this Section, Section 5.13 or
     Section 10.10, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to
     require the consent of any Holder of a Security or coupon with respect to
     changes in the references to the Trustee and concomitant changes in this
     Section and Section 10.10 or the deletion of this proviso, in accordance
     with the requirements of Sections 6.11(b) and 9.1(8), or

          (5) make any change that adversely affects the right to convert any
     Security as provided in Article XV or pursuant to Section 3.1 (except as
     permitted by Section 9.1) or decrease the conversion rate or increase the
     conversion price of any such Security.

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

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

SECTION 9.3 EXECUTlON OF SUPPLEMENTAL INDENTURES.

     In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1)

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<PAGE>


shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustees own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES

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

SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act of 1939, as amended, in
effect on such date.

SECTION 9.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL
            INDENTURES.

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

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<PAGE>


                                   ARTICLE X

                                   COVENANTS

SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 3.1 with respect to any
series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender outside the
United States of the several coupons for such interest installments as are
evidenced thereby as they severally mature.

SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY.

     If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served and where Bearer Securities of
that series and related coupons may be presented or surrendered for payment in
the circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of thar series pursuant to Section 10.4); provided, however, that if
the Securities of that series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange
shall so require,

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<PAGE>


the Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange, and (C) subject to any laws or regulations applicable thereto
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served.
The Company will give prompt notice to the Trustee and to the Holders as
provided in Sections 1.3 and 1.6, respectively, of the location and any change
in the location, of any such office or agency. If at any time the Company shall
fail to maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 10.4) at any Paying Agent for such series located outside the United
States, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands.

     No payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to any account
maintained with a bank located in the United States; provided, however, that if
the Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section
10.4) shall be made at the office of the Companys Paying Agent in The City of
New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, interest or additional amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner

                                      75
<PAGE>


relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Securities of any series
for such purposes. The Company will give prompt written notice to the Trustee
and the Holders of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
             TRUST.

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

     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 any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal and any premium 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.

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

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

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

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<PAGE>


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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
or any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money and all
liability of the Company as trustee thereof shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment, notice that such
money remains unclaimed and that after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 10.4 ADDITIONAL AMOUNTS.

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of any Security
of any series or payment of any related coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for in
this Section to the extent that, in such context additional amounts are, were
or would be payable in respect thereof pursuant to the

                                      77
<PAGE>


provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.

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

SECTION 10.5 EXISTENCE.

     Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

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<PAGE>


SECTION 10.6 PURCHASE OF SECURITIES BY COMPANY OR SUBSIDIARY.

     If and so long as the Securities of a series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland and such stock
exchange shall so require, the Company will not, and will not permit any of its
Subsidiaries to, purchase any Securities of that series by private treaty at
a price (exclusive of expenses and accrued interest) which exceeds 120% of the
mean of the nominal quotations of the Securities of that series as shown in The
Stock Exchange Daily Official List for the last trading day preceding the date
of purchase.

SECTlON 10.7 LIMITATION ON LIENS.

     (a) The Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee any indebtedness for money borrowed (hereinafter in this
Article Ten referred to as "Debt"), if such Debt is secured by a mortgage,
pledge, security interest or lien (any mortgage, pledge, security interest or
lien being hereinafter in this Article Ten referred to as a mortgage or
mortgages) upon any Timberlands or any Principal bfanufacturing Facility now
owned or hereafter acquired, without in any such case effectively providing,
concurrently with the issuance, assumption or guarantee of such Debt, that the
Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Subsidiary ranking equally
with the Securities then outstanding and existing or thereafter created) shall
be secured equally and ratably with (or prior to) such Debt; provided, however,
that the foregoing restriction shall not apply to:

          (1) mortgages on any property acquired, constructed or improved by
     the Company or any Subsidiary after the date of this Indenture which are
     created or assumed contemporaneously with, or within one hundred and
     eighty days after, such acquisition (or in the case of property
     constructed or improved, after the completion and commencement of
     commercial operation of such property, whichever is later) to secure or
     provide for the payment of any part of the purchase price of such
     property or the cost of such construction or improvement, or mortgages on
     any property existing at the time of acquisition thereof; provided that in
     the case of any such construction or improvement the mortgage shall not
     apply to any property theretofore owned by the Company or any
     Subsidiary, other than any theretofore


                                      79
<PAGE>


     unimproved real property on which the property so constructed, or the
     improvement, is located;

          (2) mortgages on any property acquired from a corporation which is
     merged with or into the Company or a Subsidiary or mortgages outstanding
     at the time any corporation becomes a Subsidiary;

          (3) mortgages in favor of the Company or any Subsidiary; and

          (4) any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part, of any mortgage referred to
     in the foregoing clauses (1) to (3), inclusive; provided, however, that
     the principal amount of Debt secured thereby shall not exceed the
     principal amount of Debt so secured at the time of such extension, renewal
     or replacement, and that such extension, renewal or replacement shall be
     limited to all or a part of the property which secured the mortgage so
     extended, renewed or replaced (plus improvements on such property).

     (b) Notwithstanding the provisions of subsection (a) of this Section 10.7,
the Company or any Subsidiary may issue, assume or guarantee secured Debt,
which would otherwise be subject to the foregoing restrictions, in an aggregate
amount which together with all other such Debt and all Attributable Debt in
respect of Sale and Lease-Back Transactions (as defined in Section 10.8) of the
Company and its Subsidiaries existing at such time (other than Sale and
Leaseback Transactions the proceeds of which have been applied in accordance
with clause (b) of Section 1O.8), does not at the time exceed 10% of the net
tangible assets of the Company and its consolidated Subsidiaries (as defined in
subsection (c) below), as shown on the audited consolidated balance sheet
contained in the latest annual report to shareholders of the Company.

     (c) For the purpose of this Section 10.7, the term "net tangible assets of
the Company and its consolidated Subsidiaries" shall mean the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities, excluding current maturities
of long-term debt, commercial paper and other short-term indebtedness, and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense (to the extent included in such aggregate amount of assets) and other
like intangibles, all as set

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forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles.

     (d) For the purposes of this Article X, the following types of
transactions, among others, shall not be deemed to create Debt secured by a
mortgage:

          (1) the sale, mortgage or other transfer of timber in connection
     with an arrangement under which the Company or a Subsidiary is obligated
     to cut such timber or a portion thereof in order to provide the transferee
     with a specified amount of money however determined; and

          (2) the mortgage of any property of the Company or any Subsidiary in
     favor of the United States of America or any State thereof, or any
     department, agency or instrumentality or political subdivision of the
     United States of America or any State thereof, to secure partial, progress,
     advance or other payments pursuant to any contract or statute or to secure
     any indebtedness incurred for the purpose of refinancing all or any part
     of the purchase price or the cost of constructing or improving the
     property subject to such mortgages.

SECTION 10.8 LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.

     The Company will not, nor will it permit any Subsidiary to, enter into any
arrangement with any person providing for the leasing to the Company or a
Subsidiary of any Timberlands or any Principal Manufacturing Facility (except
for temporary leases for a term of not more than three years), which property
has been owned and, in the case of any such Facility, has been placed in
commercial operation more than one hundred and eighty days by the Company or
such Subsidiary and has been or is to be sold or transferred by the Company or
such Subsidiary to such person (herein referred to as "Sale and Lease-Back
Transactions"), unless either (a) the Company or such Subsidiary would be
entitled to incur Debt secured by a mortgage on the property to be leased in an
amount equal to the Attributable Debt with respect to such Sale and Lease-Back
Transactions without equally and ratably securing the Securities pursuant to
Section 10.7 or (b) the Company shall, and in any such case the Company
covenants that it will, apply an amount equal to the fair value (as determined
by the Board of Directors) of the property so leased to the retirement,

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within one hundred and eighty days of the effective date of any such Sale and
Lease-Back Transactions, of Securities or of Funded Debt of the Company which
ranks on a parity with the Securities.

SECTION 10.9 STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers
Certificate stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture, and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 10.10 WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1O.7 to 10.8, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

SECTION 10.11 DEFEASANCE OF CERTAIN OBLIGATIONS.

     If this Section 10.11 is specified, as contemplated by Section 3.1, to be
applicable to Securities of any series, the Company may omit to comply with any
term, provision or condition set forth in Section 10.7 or Section 10.8 and any
such omission with respect to Section 10.7 or Section 10.8 shall not be an
Event of Default, in each case with respect to the Securities of that series,
provided that the following conditions have been satisfied:

          (1) with reference to this Section 10.11, the Company has deposited
     or caused to be deposited with the Trustee (or another trustee satisfying
     the requirements of Section 6.9) irrevocably (but subject to the
     provisions of Section 4.2 and the last paragraph of

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<PAGE>


     Section 10.3) as trust funds in trust, specifically pledged as security
     for and dedicated solely to the benefit of the Holders of the Securities
     of that series, (A) lawful money of the United States in an amount, or (B)
     U.S. Government Obligations which through the payment of interest and
     principal in respect thereof in accordance with their terms will provide
     not later than the opening of business on the due dates of any payment
     referred to in clause (i) or (ii) of this subparagraph (1) lawful money of
     the United States in an amount, or (C) a combination thereof, sufficient,
     in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee, to pay and discharge (i) the principal of (and premium, if any)
     and each installment of principal (and premium, if any) and interest on
     the Outstanding Securities of that series on the Stated Maturity of such
     principal or installment of principal or interest and (ii) any mandatory
     sinking fund payments or analogous payments applicable to Securities of
     such series on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and of such Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest as defined in
     Section 6.3 and for purposes of the Trust Indenture Act with respect to
     the Securities of any Series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4) no Event of Default or event which with the giving of notice or
     lapse of time, or both, wouid become an Event of Default with respect to
     the Securities of that series shall have occurred and be continuing on the
     date of such deposit and no Event of Default under Section 5.1(6) or
     Section 5.1(7) or event which with the giving of notice or lapse of time,
     or both, would become an Event of Default under Section 5.1(6) or Section
     5.1(7) shall have occurred and be continuing on the 91st day after such
     date;

          (5) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that Holders of the Securities of such series

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<PAGE>


     will not recognize income gain or loss for federal income tax purposes as
     a result of such deposit and defeasance of certain obligations and will be
     subject to federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if such deposit and
     defeasance had not occurred;

          (6) if the Securities of that series are then listed on any foreign
     or domestic securities exchange, the Company has delivered to the Trustee
     an Opinion of Counsel to the effect that such deposit and defeasance will
     not cause such Securities to be delisted; and

          (7) the Company has delivered to the Trustee an Officers Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the defeasance contemplated in this
     Section have been complied with and an Opinion of Counsel to the effect
     that either (i) as a result of such deposit and the related exercise of
     the Companys option under this Section 10.11 registration is not required
     under the Investment Company Act of 1940, as amended, by the Company, the
     trust funds representing such deposit or the Trustee or (ii) all necessary
     registrations under said Act have been effected.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1 APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
an Officers Certificate. In the case of any redemption, at the election of the
Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be

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<PAGE>


satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the
case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers Certificate evidencing
compliance with such restriction or condition.

SECTION 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection, for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Registered Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If so
specified in the Securities of a series, partial redemptions must be in an
amount not less than $l,OOO,OOO principal amount of Securities.

     If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection. In
any case where more than one Security is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Security.

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

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

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<PAGE>


SECTION 11.4 NOTICE OF REDEMPTlON

     Notice of redemption shall be given in the manner provided in Section 1.6
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed, and a
     statement to the effect that on or after the Redemption Date upon
     surrender of such Security a new Security in the principal amount equal to
     the unredeemed portion will he issued;

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable,
     that interest thereon will cease to accrue on and after said date;

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

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

          (7) if applicable, the conversion price, the date on which the right
     to convert the Securities to be redeemed will terminate and the place or
     places where such Securities may be surrendered for conversion.

     A notice of redemption published as contemplated by Section 1.6 need not
identify particular Registered Securities to be redeemed.

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<PAGE>


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

SECTION 11.5 DEPOSIT OF REDEMPTION PRICE.

     Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 11.6 SECURITLES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall on the Redemption Date become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price together with accnred interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an offke or agency located outside the United States (except as
otherwise provided in Section 10.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of coupons
for such interest; and provided, further, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the
face

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<PAGE>


amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 10.2) and unless otheNvise specified as contemplated by Section 3.1
only upon presentation and surrender of those coupons.

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

SECTION 11.7 SECURITIES REDEEMED lN PART.

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

                                  ARTICLE XII

                                 SINKING FUNDS

SECTION 12.1 APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

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<PAGE>


     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. 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 12.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities, as provided for
by the terms of such series; provided 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.

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

SECTION 12.3 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 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 payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.2 and will

                                      89
<PAGE>


also deliver to the Trustee any Securities to be so delivered. Not less than 45
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 11.3 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 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.

                                  ARTICLE XIII

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 13.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 13.2 CALL, NOTICE AND PLACE OF MEETINGS.

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 13.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in
London as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 1.6, not less than 21 nor more than
180 days prior to the date fixed for the meeting (or. in the case of a meeting
of Holders with respect to Securities of a series all or part of which are
represented by a Book-Entry Security, not less than 30 nor more than 40 days).

     (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 13.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within

                                      90
<PAGE>


21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the piace in the Borough of Manhattan, The City of
New York or in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of this
Section.

SECTION 13.3 PERSONS ENTITLED TO VOTE AT MEETINGS.

     Upon the calling of a meeting of Holders with respect to the Securities of
a series all or part of which are represented by a Book-Entry Security, a record
date shall be established for determining Holders of Outstanding Securities of
such series entitled to vote at such meeting, which record date shall be the
close of business on the day the notice of the meeting of Holders is given in
accordance with Section 13.2. The Holders on such record date, and their
designated proxies, and only such Persons, shall be entitled to vote at any
meeting of Holders. To be entitled to vote at any meeting of Holders a Person
shall (a) be a Holder of one or more Securities or (b) be a Person appointed by
an instrument in writing as proxy by a Holder of one or more Securities;
provided, however, that in the case of any meeting of Holders with respect to
the Securities of a series all or part of which are represented by a Book-Entry
Security, only Holders, or their designated proxies, of record on the record
date established pursuant to Section 13.3 hereof shall be entitled to vote at
such meeting. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.

SECTION 13.4 QUORUM; ACTION.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than
66-2/3% in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote 66-2/3% in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less

                                      91
<PAGE>


than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be funher adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 13.2(a), except that
such notice need be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the outstanding Securities of such series
which shall constitute a quorum. Notwithstanding the foregoing, no meeting of
Holders with respect to Securities of any Series, which is represented in whole
or in part by a Book-Entry Security, shall be adjourned to a date more than 90
days after the record date for such meeting unless the Trustee shall send out a
new notice of meeting and establish, in accordance with Section 13.3, a new
record date for Holders entitled to vote at such meeting.

     Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 9.2, any resolution
with respect to any consent or waiver which this Indenture expressly provides
may be given by the Holders of not less than 66-2/3% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the
afftnnativevote of the Holders of 66-2/3% in principal amount of the Outstanding
Securities of that series; and provided, further, that, except as limited by
the proviso to Section 9.2, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
afftrmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series.

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SECTION 13.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND
             ADJOURNMENT OF MEETINGS.

     (a) Notwithstanding any other provisions of this Indenture, the Tnrstee
may make such reasonable regulations as it may deem advisable for any meeting
of Hoiders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.4 and the appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.1 to certify to the holding of Rearer Securities. Such regulations
may provide that written instlxments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 13.2(b), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

     (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 13.2 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding

                                      93
<PAGE>


Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.

SECTION 13.6 COUNTING VOTES AND RECORDING ACTION OF
             MEETINGS.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, tit least in
duplicate, cf the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 13.2 and, if
applicable, Section 13.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
presened by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                  ARTICLE XIV

                 REDEMPTION OF SECURITIES AT OPTION OF HOLDERS

SECTION 14.1 APPLICABILITY OF ARTICLE.

     Redemption of Securities at the election of the Holders thereof, as
required by any provision of this Indenture or such Securities, shall be made
in accordance with such provision and this Anicle.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of such Securities at the option of
the Holders thereof shall relate, in the case of any Registered Security
submitted for redemption

                                      94
<PAGE>


only in part, to the portion of the principal amount of such Registered
Security which has been so submitted for redemption.

SECTION 14.2 REDEMPTION AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL OF THE
             COMPANY.

     (a) The provisions of this Article XIV shall apply only to Securities of
any series, or particular Securities within a series, for which the terms of
such Securities, established pursuant to Section 3.1 of this Indenture, specify
that this Article Fourteen shall apply thereto.

     (b) Each Security or any portion of a Registered Security submitted for
redemption at the option of the Holders thereof shall be redeemed by the
Company on or after the Exchange Date in the case of Securities of any series
issuable as Bearer Securities or at any time in the case of all other
Securities under the conditions and at the Redemption Price for redemption at
the option of Holders upon a Change in Control of the Company specified in the
forms of Securities set forth in Exhibits A through D. On or after the Exchange
Date in the case of Securities of any Series issuabie as Bearer Securities or
at any time in the case of all other Securities, upon the deposit of any
Security with a Paying Agent together with a duly signed and completed notice
of Redemption at Holders option upon a Change in Control of the Company, all in
accordance with the provisions contained in the forms of Securities set forth
in Exhibits A through D, the Holder of such Security shall be entitled to
receive from such Paying Agent a nontransferable receipt of deposit evidencing
such deposit.

SECTION 14.3 NOTICE OF CHANGE IN CONTROL.

     Notice of any Change in Control shall be given by the Company on or before
the tenth day after such Change in Control to each Holder of Securities in
accordance with Section 1.6, and by written notice to the Trustee on or before
the ninth day after such Change in Control, unless the Continuing Directors
have approved such Change in Control, or the Company gives or shall have given,
if permitted to do so by the terms of the Securities of a series (whether
before or after such Change in Control), notice of the redemption at its option
of all of the Securities of such series, in either case, on or before such
ninth day.

                                      95
<PAGE>


     The notice as to Change in Control shall state:

          (1) the event constituting the Change in Control;

          (2) the Redemption Date for redemptions pursuant to Section 14.1,
     which shall be 35 days after the date of such Notice;

          (3) the Redemption Price;

          (4) the date which is the last day of the Exercise Period;

          (5) if any part of the Exercise Period is on or after the Exchange
     Date, the place or places where such Securities, together in the case of
     Bearer Securities with all coupons appertaining thereto maturing after the
     Redemprion Date, are IO be sunendered for payment of the Redemption
     Price; and

          (6) that exercise of the option to elect redemption is irrevocable.

SECTION 14.4 DEPOSIT OF REDEMPTION PRICE.

     On a Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent in immediately available firnds (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of all of the
Securities which are to be redeemed on that date.

                                   ARTICLE XV

                            CONVERSION OF SECURITIES

SECTION 15.1 APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company,
and the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 3.1 for
the Securities of such series. The terms and provisions applicable to the
conversion of Securities of

                                      96
<PAGE>

any series into securities of the Company (other than Common Stock) shall, if
applicable, be set forth in an Officers Certificate or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of
such series in accordance with Section 3.1.

SECTlON 15.2 EXERCISE OF CONVERSION PRIVILEGE.

     In order to exercise a conversion privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at
the office or agency maintained for that purpose pursuant to Section 10.2,
accompanied by written notice to the Company that the Holder elects to convert
such Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with
address) in which the certificate or cenificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing; and Securities so
surrendered for conversion during the period from the close of business on any
Regular Record Date to the opening of business on the next succeediny Interest
Payment Date (excluding Securities or portions thereof called for redemption
during such period) shall also be accompanied by payment in funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of such Security then being converted, and such
interest shall be payable to such registered Holder nowithstandingthe
conversion of such Security, subject to the provisions of Section 3.7 relating
to the payment of Defaulted Interest by the Company. As promptly as practicable
after the receipt of such notice and of any payment required pursuant to a
Board Resolution and, subject to Section 3.3, set forth, or determined in the
manner provided, in an Officers Ceritificate or established in one or more
indentures supplemental hereto setting forth the terms of such series of
Security, and the surrender of such Security in accordance with such reasonable
regulations as the Company may prescribe, the Company shall issue and shall
deliver, at the offtce or agency at which such Security is sunendered, to such
Holder or on its written order, a certificate or certificates for the number of
full shares of Common Stock issuable upon the conversion of such Security (or
specified portion thereof); in accordance with the provisions of such Board
Resolution, Officers Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Common Stock
otherwise issuable upon such conversion. Such conversion shall be deemed to
have been effected immediately

                                      97
<PAGE>


prior to the close of business on the date on which such notice and such
payment, if required, shall have been received in proper order for conversion
by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have
instructed the Company to effect the conversion on a particular date following
such surrender and such Holder shall be entitied to convert such Security on
such date, in which case such conversion shall be deemed to be effected
immediately prior to the close of business on such date) and at such time the
rights of the Holder of such Security as such Security Holder shall cease and
the person or persons in whose name or names any certificate or certificates
for shares of Common Stock of the Company shall be issuable upon such
conversion shall be deemed to have become the Holder or Holders of record of
the shares represented thereby. Except as set forth above and subject to the
final paragraph of Section 3.7, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Securities surrendered
for conversion or on account of any dividends on the Common Stock of the
Company issued upon such conversion.

     In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the
Company, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unconvened portion of
such Security.

SECTION 15.3 NO FRACTIONAL SHARES.

     No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis
of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so sunendered. If, except for the
provisions of this Section 15.3, any Holder of a Security or Securities would
be entitled to a fractional share of Common Stock of the Company upon the
conversion of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current market
value of such fractional share computed, (i) if such Common Stock is listed or
admitted to unlisted trading privileges on a national securities exchange, on
the basis of the last reported sale price regular way on such exchange on the
last trading day prior to the date of conversion upon which such a sale shall
have been effected, or (ii) if such Common Stock is not at the time so listed

                                      98
<PAGE>


or admitted to unlisted trading privileges on a national securities exchange,
on the basis of the average of the bid and asked prices of such Common Stock in
the over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or
similar organization if the National Quotation Bureau, Incorporated is no
longer reportiny such information, or if not so available, the fair market
price as determined by the Board of Directors. For purposes of this Section,
"trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
other than any day on which the Common Stock is not traded on the New York
Stock Exchange, or if the Common Stock is not traded on the sew York Stock
Exchange, on the principal exchange or market on which the Common Stock is
traded or quoted.

SECTION 15.4 ADJUSTMENT OF CONVERSION PRICE.

     The conversion price of Securities of any series that is convertible into
Common Stock of the Company shall be adjusted for any stock dividends, stock
splits, reclassification, combinations or similar transactions in accordance
with the terms of the supplemental indenture or Board Resolutions setting forth
the terms of the Securities of such series.

     Whenever the conversion price is adjusted, the Company shall compute the
adjusted conversion price in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate
setting forth the adjusted conversion price and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith
be filed at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 10.2 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion
price to be mailed, first class postaye prepaid, to each Holder of Securities
of such series at its address appearing on the Security Resister and to any
conversion agent other than the Trustee.

SECTION 15.5 NOTICE OF CERTAIN CORPORATE ACTIONS.

     In case:

          (a) the Company shall declare a dividend (or any other distribution)
     on its Common Stock payable othen;vise than in cash out of its retained
     earnings (other than a dividend for which approval of any shareholders of
     the Company is required); or

                                      99
<PAGE>


          (b) the Company shall authorize the granting to the holders of its
     Common Stock of rights, options or warrants to subscribe for or purchase
     any shares of capital stock of any class or of any other rights (other
     than any such grant for which approval of any shareholders of the Company
     is required); or

          (c) of any reclassification of the Common Stock of the Company (other
     than a subdivision or combination of its outstanding shares of Common
     Stock, or of any consolidation, merger or share exchange to which the
     Company is a party and for which approval of any shareholders of the
     Company is required), or of the sale of all or substantially all of the
     assets of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their last addresses as they shall appear in the
Securities Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, share exchange, sale,
dissolution, liquidation or winding up. If at any time the Trustee shall not be
the conversion agent, a copy of such notice shall also forthwith be filed by
the Company with the Trustee.

SECTION 15.6 RESERVATION OF SHARES OF COMMON STOCK.

     The Company shall at all times reseme and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock or
treasury shares, for the purpose of effecting the conversion of Securities, the
full number of shares of Common Stock of the Company then issuable upon the
conversion of all outstanding Securities of any series that has conversion
rights.

                                      100
<PAGE>


SECTION 15.7 PAYMENT OF CERTAIN TAXES UPON CONVERSION.

     The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of its Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of its Common Stock in a name other than that of the Holder
of the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Company the amount of any such tax, or has established, to the satisfaction of
the Company, that such tax has been paid.

SECTION 15.8 NONASSESSABILITY.

     The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

SECTION 15.9 EFFECT OF CONSOLIDATION OR MERGER ON
             CONVERSION PRIVILEGE.

     In case of any consolidation of the Company with, or merger of the Company
into or with any other Person, or in case of any sale of all or substantially
all of the assets of the Company, the Company or the Person formed by such
consolidation or the Person into which the Company shall have been merged or
the Person which shall have acquired such assets, as the case may be, shall
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each Security then outstanding of any series that is convertible into
Common Stock of the Company shall have the right, which right shall be the
exclusive conversion right thereafter available to said Holder (until the
expiration of the conversion right of such Security), to convert such Security
into the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such consolidation, merger or sale by a holder
of the number of shares of Common Stock of the Company into which such Security
might have been converted immediately prior to such consolidation, merger or
sale, subject to compliance with the other provisions of this Indenture, such
Security and such supplemental indenture. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in such Security. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers or sales. It is expressly agreed and understood that anything in this
Indenture to the contrary

                                      101
<PAGE>


notwithstanding, if, pursuant to such merger, consolidation or sale, holders
of outstanding shares of Common Stock of the Company do not receive shares of
common stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Securities shall not have
the right to thereafter convert their Securities into common stock of the
surviving corporation or the corporation which shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation,
merger or sale, all as more fully provided in the first sentence of this
Section 15.9. Anything in this Section 15.9 to the contrary notwithstanding,
the provisions of this Section 15.9 shall not apply to a merger or consolida-
tion of another corporation with or into the Company pursuant to which both of
the following conditions are applicable: (i) the Company is the surviving
corporation and (ii) the outstanding shares of Common Stock of the Company are
not changed or converted into any other securities or property (including cash)
or changed in number or character or reclassified pursuant to the terms of such
merger or consolidation.

     As evidence of the kind and amount of shares of stock or other securities
or property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

SECTION 15.10 DUTIES OF TRUSTEE REGARDING CONVERSION.

     Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to
the method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or
more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any conversion agent shall be

                                      102
<PAGE>


accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock of the Company, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any
Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of its Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of
conversion or to comply with any of the covenants of the Company contained in
this Article Fifteen or in the applicable supplemental indenture, resolutions
of the Board of Directors or written instrument executed by one or more duly
authorized officers of the Company.

SECTION 15.11 REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

     Any funds which at any time shall have been deposited by the Company or on
its behalf with the Trustee or any other paying agent for the purpose of paying
the principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for the sinking fund referred to in
Panicle III hereof) and which shall not be required for such purposes because
of the conversion of such Securities as provided in this Anicle XV shall after
such conversion be repaid to the Company by the Trustee upon the Company's
written request.

                                   ---------

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

                                      103
<PAGE>


                                        The Bank of New York,
                                          as Trustee

                                        By: /s/ Mary La Gumina
                                           -------------------------------
                                           Title: MARY LA GUMINA
                                                  ASSISTANT VICE PRESIDENT


                                      104
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.

                                         INTERNATIONAL PAPER COMPANY

                                         By: /s/ E. William Boehmler
                                            ------------------------------------
                                             Name: E. William Boehmler
                                             Title: Vice President and Treasurer

Attest:

/s/ James W. Guedry
-------------------------------------
Secretary

                                         The Bank of New York,

                                    as Trustee

                                         By:
                                            ------------------------------------
                                    Title

                                      104
<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF WESTCHESTER )

     On the ____ day of __________, 1999, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
he is __________ of International Paper Company, one of the corporations
described in and which executed the foregoing instrument and that he signed his
name thereto by the authority of the Board of Directors.

                                        ________________________________
                                        Notary Public, State of New York
                                        Qualified in __________________

                                        ________________________________
                                        Commission Expires_____________

STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

     On the 12th day of April, 1999, before me personally came Mary LaGamina,
to me known, who, being by me duly sworn, did depose and say that she is
Assistant Vice President of The Bank of New York one of the corporations
described in and which executed the foregoing instrument and that she signed
her name thereto by the authority of the Board of Directors.

                                        /s/ Ann L. Link
                                        ---------------------------------
                                        Notary Public, State of New York
                                        Qualified in ____________________
                                                     ANN L. LINK
                                          Notary Public, State of New York
                                                  No. C1L15046420
                                             Qualified in Kings County
                                         Commission Expires Aug. 21, 1999
                                        ---------------------------------
                                        Commission Expires ______________


                                      105
<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF WESTCHESTER )

     On the 12th day of April, 1999, before me personally came E. William
Boehmler, to me known, who, being by me duly sworn, did depose and say that he
is Vice President and Treasurer of International Paper Company, one of the
corporations described in and which executed the foregoing instrument and
that he signed his name thereto by the authority of the Board of Directors.

                                        /s/ Ellen McLaughlin
                                        ---------------------------------
                                        Notary Public, State of New York
                                        Qualified in ____________________
                                                 ELLEN McLAUGHLIN
                                          Notary Public, State of New York
                                                  No. 01MC5069630
                                         Qualified in Westchester County
                                      Commission Expires November 25, 2000
                                        ---------------------------------
                                        Commission Expires ______________

STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

     On the 12th day of April, 1999, before me personally came Mary LaGamina,
to me known, who, being by me duly sworn, did depose and say that she is
Assistant Vice President of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument and that she signed
her name thereto by the authority of the Board of Directors.

                                        ________________________________
                                        Notary Public, State of New York
                                        Qualified in __________________

                                        ________________________________
                                        Commission Expires_____________

                                      105
<PAGE>


                                   EXHIBIT A

                   [FORM OF REGISTERED SECURITY WHICH IS NOT
                     AN ORIGINAL, ISSUE DISCOLNT SECURITY]

                                 [FORM OF FACE]

                          INTERNATIONAL PAPER COMPANY

No. [R-]                                                    [U.S.]$
                                                            CUSIP NO.__________

     International Paper Company, a corporation duly organized and existing
under the laws of New York (herein called the "Company", which term includes
any successor Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to ___________ or registered
assigns, the principal sum of __________ [United States] Dollars on _________,
and to pay interest thereon from ________, 19__ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
[semi-annually in arrears on ________ and ________ in each year] [annually in
arrears on _______ in each year], commencing __________, 19__, at the rate of
____% per annum, until the principal hereof is paid or made available for
payment [If applicable, insert--and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of __% per annum on any
overdue principal [and premium] and on any overdue installment of interest].
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture. be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. which shall be the _______ [or ________] (whether or not a Business
Day) [, as the case mav be.] next preceding such Interest Payment Date. Except
as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Payment of the principal of [(and
premium, if any)] and

<PAGE>


interest on this Security will be made at [the office or agency of the Company
maintained for that purpose in __________, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts] [the option of the Holder (a) at [the Corporate
Trust Office of the Trustee] or such other office or agency of the Company as
may be designated by it for such purpose in The City of New York, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts or (b) subject to any
laws or regulations appiicable thereto and to the right of the Company (limited
as provided in the Indenture) to rescind the designation of any such Paying
Agent, at the [main] offices of ___________ in _________, _________ in
_________, _________ in _________, _________ in _________ and _________ in
_________, or at such other offices or agencies as the Company may designate,
by United States dollar check drawn on, or transfer to a United States dollar
account maintained by the payee with, a bank in The City of New York] [If
applicable, insert--, provided, however, that at the option of the Company
payment of interest may be made by [United States dollar] check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register] [or by wire transfer to an account maintained by such Person
with a bank in The City of Xew York (so lony as the Company has received proper
transfer instructions in writing)].

     [If Securities of the series are to be offered to United States Aliens,
insert-- The Company will pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that every net payment of the principal of [(and premium, if any)] and
interest on this Security, after deduction or withholding for or on account of
any present or future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision or taxing
authority, thereof or therein upon or as a result of such payment, will not be
less than the amount provided for in this Security to be then due and payable;
provided, however that the foregoing obligation to pay additional amounts will
not apply to any one or more of the following:

          (a) any tax, assessment or other governmental charge which would not
     have been so imposed but for (i) the existence of any present or former
     connection between such Holder (or between a fiduciary, settlor,
     beneficiary or member of such Holder, if such Holder is an estate, a trust
     or a partnership) and the United States, including, without limitation,
     such Holder (or such fiduciary, settlor, beneficiary or member) being or
     having been a

                                      A-2
<PAGE>


     citizen or resident or treated as a resident thereof, or being or having
     been engaged in trade or business or present therein, or having or having
     had a permanent establishment therein, or (ii) such Holders' present or
     former status as a personal holding company, a foreign personal holding
     company, a controlled foreign corporation for United States tax purposes
     or a corporation which accumulates earnings to avoid Lnited States federal
     income tax;

          (b) any tax, assessment or other Qovernmental charge imposed on
     interest received by a Person holding, actually or constructively, 10%
     or more of the total combined voting power of all classes of stock of the
     Company entitled to vote;

          (c) any tax, assessment or other governmental charge which would not
     have been imposed but for the failure to comply with any certification,
     identification or other reporting requirements concerning the nationality,
     residence, identity or connection with the United States of the Holder or
     beneficial owner of this Security, if compliance is required by the
     statute or by regulation of the United States Treasury Department as a
     precondition to exemption from such tax, assessment or other governmental
     charge;

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

          (e) any tax, assessment or other governmental charge which is payable
     otherwise than by deduction or withholding from payments of principal of
     [(and premium, if any)] or interest on this Security; or

          (f) any tax, assessment or other governmental charge which would not
     have been so imposed but for the presentation by the Holder of this
     Security for payment on a date more than 15 days after the date on which
     such payment became due and payable or the date on which payment thereof
     is duly provided for, whichever occurs later;

nor will additional amounts be paid with respect to any payment of principal of
[(and premium, if any)] or interest on this Security to any United States Alien
who is a fiduciary or partnership or other than the sole beneficial owner of
any such payment to the extent that a beneficiary or settler with respect to
such fiduciary, a member of such a partnership or the beneficial owner would
not have been entitled to the additional amounts had such beneficiary, settlor,
member or beneficial owner been

                                      A-3

<PAGE>


the Holder of this Security. The term "United States Alien" means any Person
who, for United States federal income tax purposes. is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust or a foreign partnership one or more of the members of which
is, for United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust, and the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.]

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

     Unless the certificate of authenticaticn hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an
Authenticatiny Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:_________________
                                        INTERNATIONAL PAPER COMPANY

                                        By:_______________________________
                                           Name:
                                           Title:
Attest:

________________________________


                               [Form of Reverse]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 12, 1999 (herein called the
Indenture), between the Company and The Bank of New York, as Trustee (herein
called the Trustee, which term includes any successor trustee under the
Indenture), to which Indenture and all

                                      A-4
<PAGE>


indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities [If the Securities of
the series are also issuable as Bearer Securities, insert--and any coupons
appertaining thereto] and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
[U.S.]$______]. [If the Securities of the series are also issuable as Bearer
Securities, insert--The Securities of this series are issuable as Bearer
Securities [, with interest coupons attached,] in the denomination of
U.S.$_________, and as Registered Securities, without coupons, in denominations
of U.S.$_________ and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Bearer
Securities and Registered Securities of this series are exchangeabie for a like
aggregate principal amount of Registered Securities of this series and of like
tenor of any authorized denominations, as requested by the Hoidtr surrendering
the same, upon surrender of the Security or Securities to be exchanged at any
office or agency described below where Registered Securities of this series may
be presented for registration of transfer. Registered Securities may not be
exchanged for Bearer Securities.]

     [If applicable, insert--The Securities of this series are subject to
redemption [(1)] [If applicable, insert--on __________ any year commencing with
the year ____ and ending with the year __ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount.
[and](2)] [If applicable, insert--at any time [on or after __________ 19__], as
a whole or in part, at the election of the Company, at the followiny Redemption
Prices (expressed as percentages of the principal amount): If redeemed [on or
before __________, __%, and if redeemed] during the 12-month period beginning
___________ of the years indicated.

                           Redemption                      Redemption
          Year               Price           Year            Price
          ----               -----           ----            -----



and thereafter at a Redemption Price equal to __% of the pr incipal amount,]
[If applicable, insert--[and (____)] under the circumstances described in the
next [two] succeeding paragraph[s] at a Redemption Price equal to 100% of the
principal

                                      A-5
<PAGE>


amount,] together in the case of any such redemption [If applicable,
insert--(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date; provided, however, that instaIlments
of interest on this Security whose Stated maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert--The Securities of this series are subject to
redemption (1) on _________ in any year commencing with the year _________ and
ending with the year _________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after _________ 19__, as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning _______________ of the years indicated.

                                                          Redemption Price for
                                   Redemption Price         Redemption Other-
                                    for Redemption          wise Than Through
                                   Through Operation        Operation of the
          Year                    of the Sinking Fund         Sinking Fund
          ----                    -------------------         ------------




and thereafter at a Redemption Price equal to __% of the principal amount. [If
applicable, insert--and (3) under the circumstances described in the next [two]
succeeding paragraph[s] at a Redemption Price equal to 100% of the principal
amount,] together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder
of this Security, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] [Notwithstanding the foregoing, the Company may
not, prior to

                                      A-6
<PAGE>


_____________ redeem any Securities of this series as contemplated by Clause
[(2) I above as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than __% per annum.]

     Subject to and upon compliance with the provisions of the Indenture
(unless previously redeemed), thisSecurity, if submitted for redemption, is
subject to redemption, at the option of the Holder, [If Securities of the
series are issuable as Bearer Securities, insert--on or after the Exchange
Date] upon any Change in Control of the Company (as defined in the Indenture)
unless the Continuing Directors, as defined in the Indenture, shall have
approved such Change in Control [If applicable, insert--or the Company shall
have called the Securities for redemption at the applica- ble Redemption Price
for redemption at the option of the Company, in either case] on or before the
day which is ten days after such Change in Control [If applicable,
insert--(whether or not such call occurs before or after such Change in
Control)]. The Holder's option so to redeem is exercisable on or before the end
of the Exercise Period specified in the notice of the Company relating to such
Change in Control at a Redemption Price equal to 100% of the principal amount
hereof plus accrued interest to the Redemption Date. For this Security to be
submitted for such redemption, the Company must receive at the office of one of
the Paying Agents, prior to the close of business on the last day of such
Exercise Period, this Security [If Securities of the series are issuable as
Bearer Securities, insert--together with all coupons maturing after the
Redemption Date.] accompanied by written notice to the Company (which shall be
substantially in the form of the [appropriate] form of notice hereon) that the
Holder hereof instructs the Company to redeem this Security. [If Securities of
the series are issuable as Bearer Securities, insert--The Holder of this
Security may elect to submit for redemption by the Company such Security as a
whole but not in part.] Such notice duly received shall be irrevocable.

     [If Securities of the series are to be offered to United States Aliens,
insert--The Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price equal to 100% of
their principal amount, together with interest accrued to the date fixed for
redemption, if, as a result of any amendment to, or change in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment to or change
in an official interpretation or application of such laws or regulations, which
amendment or change is effective on or after __________, 19__, the Company will
become obligated to pay additional amounts (as described

                                      A-7

<PAGE>


on the face hereof) on the next succeeding Interest Payment Date and such
obligation cannot be avoided by the use of reasonable measures available to the
Company; provided, however, that (a) no such notice of redemption may be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay such additional amounts were a payment in respect of the
Securities of this series then due, and (b) at the time notice of such
redemption is given, such obligation to pay such additional amounts remains in
effect. Immediately prior to the publication of any notice of redemption
pursuant to this paragraph, the Company shall deliver to the Trustee a
certificate stating that the Company is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Company so to redeem have occurred.]

     [If the Securities of the series are also issuable as Bearer Securities
and if applicable, insert--In addition, if the Company determines, based upon a
written opinion of independznt counsel, that any payment made outside the
United States by the Company, or any of its Paying Agents of the full amount of
principal, [premium, if any.] or interest due with respect to any Bearer
Security or coupon would, under any present or future laws or regulations of
the United States, the subject to any certification, identification or other
information reporting requirement of any kind, the effect of which requirement
is the disclosure to the Company, any Paying Xgent or any governmental
authority of the nationality, residence or identity of a beneficial owner of
such Bearer Security or coupon who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable
to a payment made by the Company or any one of its Paying Agents (i) directly
to the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying that the beneficial owner is a United States Alien,
provided in each case referred to in clauses (a)(ii) and (b) _________ that
payment by such custodian, nominee or other agent of such beneficial owner is
not otherwise subject to any such requirement), the Company at its election
will either (x) redeem the Securities of this series, as a whole but not in
part, at a Redemption Price equal to 100% of their principal amount, together
with interest accrued to the date fixed for redemption, or (y) if and so long
as any such certification, identification or other information reporting
requirement would be fully satisfied by payment of a backup withholding tax or
similar charge, pay to the Holders of Bearer Securities who are

---------
*    Generally this provision will only be applicable if the Securities of the
     Series bear interest at a fixed rate.

                                      A-8
<PAGE>


United States Aliens certain additional amounts specified in the Bearer
Securities of this series. The Company will make such determination and
election and notify the Trustee thereof as soon as practicable, and the Trustee
will promptly give notice of such determination in the manner provided below
(the "Determination Notice"), in each case stating the effective date of such
certification, identification or other information reporting requirement,
whether the Company will redeem the Securities or will pay to the Holders of
Bearer Securities who are United States Aliens the additional amounts specified
in the Bearer Securities of this series and (if applicable) the last date by
which the redemption of the Securities must take place. If the Company elects
to redeem the Securities, such redemption shall take place on such date, not
later than one year after publication of the Determination Notice, as the
Company elects by notice to the Trustee at least 75 days before such date,
unless shorter notice is acceptable to the Trustee. Notwithstanding the
foregoing, the Company will not so redeem the Securities if the Company, based
upon an opinion of independent counsel, subsequently determines, not less than
30 days prior to the date fixed for redemption, that subsequent payments would
not be subject to any such requirement, in which case the Company will notify
the Trustee, which will promptly give notice of that determination in the
manner provided below, and any earlier redemption notice will thereupon be
revoked and of no further effect. If the Company elects as provided in clause
(y) above to pay such additional amounts to the Holders of Bearer Securities
who are United States Aliens, and as long as the Company is obligated to pay
such additional amounts to such Holders, the Company may subsequently redeem
the Securities, at any time, as a whole but not in part, at a Redemption Price
equal to 100% of their principal amount, together with interest accrued to the
date fixed for redemption, but without reduction for applicable United States
withholding taxes.]

     The sinking fund for this series provides for the redemption on ______ in
each year, beginning with the year ______ and ending with the year _____, of
[not less than] [U.S.]$_______ [("mandatory sinking fund") and not more than
[U.S.]$____] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]]

     Notice of redemption will be given by mail to Holders of [If Securities of
the series are also issuable as Bearer Securities, insert--Registered]
Securities, not less

                                      A-9

<PAGE>


than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.

     In the event of redemption of this Security in part only, a new [If
Securities of the series are also issuable as Bearer Securities,
insert-Registered] Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

     [If the Security is convertible into Common Stock of the Company, insert--
Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that,
in case this Security or any portion hereof shall be called for redemption,
such right shall terminate with respect to this Security or portion hereof, as
the case may be, so called for redemption at the close of business on the date
fixed for redemption as provided in the Indenture unless the Company defaults
in making the payment due upon redemption), to convert the principal amount of
this Security (or any portion hereof which is [insert minimum denomination] or
an integral multiple thereof), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest l/lOOth of a share) of the
Common Stock of the Company, as said shares shall be constituted at the date of
conversion, at the conversion price of $_____ principal amount of Securities
for each share of Common Stock, or at the adjusted conversion price in effect
at the date of conversion determined as provided in the Indenture, upon
surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
__________, accompanied (if so required by the Company) by instruments of
transfer. in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by its duly authorized attorney in writiny. Such surrender
shall, if made during any period beginning at the close of business on a
Regular Record Date and ending at the openiny of business on the Interest
Payment Date next following such Regular Record Date (unless this Security or
the portion being converted shall have been called for redemption on a
Redemption Date during such period), also be accompanied by payment in funds
acceptable to the Company of an amount equai to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement of repayment and, in the case of
a conversion after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest (with certain exceptions provided in
the Indenture), no adjustment is to be made of conversion for interest accrued
hereon

                                      A-10
<PAGE>


for dividends on shares of Common Stock issued on conversion. The Company is
not required to issue fractional shares upon any such conversion. but shall
make adjustment therefor in cash on the basis of the current market value of
such fractional interest as provided in the Indenture. The conversion price is
subject to adjustment as provided in the Indenture. In addition, the Indenture
provides that in case of certain consolidations or mergers to which the Company
is a party or the sale of substantially ail of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities,
so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convertible as specified above, only
into the kind and amount of securities, cash and other property receivable upon
the consolidation, merger or sale by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or sale (assuming such holder of Common Stock failed
to exercise any rights or election and received per share the kind and amount
received per share by a plurality of nonelecting shares) [, assuming if such
consolidation, merger or sale is prior to _______, 199_, that this Security was
convertible at the time of such consolidation, merger or sale at the initial
conversion price specified above as adjusted from ________, 199_, to such time
pursuant to the Indenture]. In the event of conversion of this Security in part
only, a new Security or Securities for the unconverted portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.]

     [The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.]

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected [If Securities of the series are also issuable as Bearer Securities,
insert--and any related coupons] under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of 66-2/3% in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of

                                      A-11
<PAGE>


such series [If Securities of the series are also issuable as Bearer
Securities, insert-- and any related coupons], to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall have
received from the Holders of a majority in principal amount of the Outstanding
Securities of this series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days; provided, however,
that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of [(and premium, if any)] or
interest on this Security on or after the respective due dates expressed
herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [(and premium, if any)] and
interest [(including additional amounts. as described on the face hereof)] on
this Security at the times, place[s] and rate. and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in [any place where the principal of [(and
premium, if any)] and interest on this Security are payable] [The City of New
York, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of _______ in
_______ and ______ in _______ or at such other offices or agencies as the
Company may designate], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly

                                      A-12
<PAGE>


executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new [if the Securities of the series are also issuable as
Bearer Securities, insert--Registered] Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     [If the Securities of the series are not also issuable as Bearer
Securities, insert--The Securities of this series are issuable only in
registered form, without coupons, in denominations of $______ and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.]

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

     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

     [If the Securities of the Series are also issuable as Bearer Securities,
insert--The Indenture, the Securities and any coupons appertaining thereto
shall be governed by and construed in accordance with the laws of the State of
New York.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                     A-13
<PAGE>


                 FORM OF NOTICE OF REDEMPTION AT HOLDERS OPTION

To: INTERNATIONAL PAPER COMPANY

     The undersigned Holder of this Security hereby irrevocably instructs the
Company to redeem this Security in accordance with the terms of the Indenture
referred to in this Security.

     The instruction being given in exercise of the Holders option to require
redemption of this Security to the extent provided in such Indenture upon a
Change in Control of the Company.

Dated:______________
                                        _____________________________
                                                  Signature

                                        Signature(s) must be guaranteed by a
                                        commercial bank or tnrst company or a
                                        member firm of a national stock
                                        exchange if shares of Common Stock are
                                        to be delivered, or Securities to be
                                        issued, other than to and in the name
                                        of the registered owner.

                                                  _____________________________
                                                  Signature Guaranty


                                        If only a portion of this Security is
                                        submitted for redemption, please
                                        indicate:

                                          1. Principal Amount submitted for
                                             redemption:
                                             U.S.$__________________

                                      A-14
<PAGE>


                                          2. Amount and denomination of
                                             Registered Securities represent-
                                             ing principal amount of this Sec-
                                             urity not submitted for redemp-
                                             tion to be issued.

                                             Amount: U.S.$____________

                                             Denominations:

                                             U.S.$____________________
                                             (U.S.$5,OOO or an integral multi-
                                             ple thereof)

Note: Exercise of the option to require redemption is irrevocable.

                                      A-15
<PAGE>


FORM OF CONVERSION NOTICE FOR CONVERSION INT0 SHARES OF COMMON STOCK

     To: INTERNATIONAL PAPER COMPANY:

     The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is U.S.$_________
[INSERT MINIMUM DENOMINATION] or an integral multiple thereof) below
designated, into shares of Common Stock of the Company in accordance with the
terms of the Indenture referred to in this Security, and directs that the
shares issuable and deliverable upon the conversion, together with any check
in payment for fractional shares and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If this Notice
is being delivered on a date after the close of business on a Regular Record
Date and prior to the opening of business on the related lnterest Payment Date
(unless this Security or the portion thereof being converted has been called
for redemption on a Redemption Date within such period), this Notice is
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest payable on such Interest Payment Date of the principal of this
Security to be converted. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect hereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Security.

                                      A-16
<PAGE>


Principal Amount to be Converted
  (in an integral multiple of
  U.S.$_________ [INSERT MINIMUM
  DENOMINATION], if Iess than all):
  U.S.$_______

Dated:___________________
                                        __________________________________
                                        Signature(s) must be guaranteed by a
                                        commercial bank or trust company or a
                                        member firm of a national stock
                                        exchange if shares of Common Stock are
                                        to be delivered, or Securities to be
                                        issued, other than to and in the name
                                        of the registered owner.

                                        ___________________________________
                                        Signature Guaranty

     Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered holder

___________________________             Social Security or other
(NAME)                                  Taxpayer Identification Number

                                        ___________________________________
___________________________
(ADDRESS)

___________________________
PLEASE PRINT NAME AND
ADDRESS (INCLUDING ZIP
CODE NUMBER)

                                     A-17
<PAGE>


                                   EXHIBIT B

                    [FORM OF REGISTERED SECURITY WHICH IS AN
                       ORIGINAL ISSUE DISCOUNT SECURITY]

                                 [FORM OF FACE]

     FOR PURPOSES OF SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS __% OF
ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ___________, 19__ [,--AND] THE YIELD TO
MATURITY IS __%[, THE METHOD USED TO DETERMINE THE YIELD IS ____________ AND
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
___________, 19__ TO ____________, 19__ IS __% OF THE PRINCIPAL AMOUNT OF THIS
SECURITY].

                          INTERNATIONAL PAPER COMPANY

No. [R-]                                               [U.S.]$
                                                       CUSIP NO. _____________

     International Paper Company, a corporation duly organized and existing
under the laws of New York (herein called the "Company", which term includes
any successor Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to _________, or registered assiyns,
the principal sum of __________ [United States] Dollars on __________ [If the
Securitv is interest-bearing, insert--, and to pay interest thereon from
________ 19 - or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, [semi-annually in arrears on _________ and
in each year] [annualty in arrears on in each year], commencing ________, 19 -
at the rate of __% per annum. until the principal hereof is paid or made
available for payment [If applicable, insert--, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of __% per
annum on any overdue principal [and premium] and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the ________ [or (whether or not a Business Day) [, as
the case may be,] next preceding such Interest Payment Date.

<PAGE>


Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for wiil forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 1O days prior to such
Special Record Date, or be paid at any time in any other lawfu1 manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. [If
the Security is not to bear interest prior to Maturity, insert--The principal
of this Security shall not bear interest except in the case of a default in
payment of the principal upon acceleration, upon redemption or at Stated
Maturity, and in such case. the overdue principal of this Security shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of __% per annum (to the extent that the
payment of such interest shall be legallyenforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.] Payment of the principal of [(and premium, if any)] and [If
applicable, insert--any such] interest on this Security will be made at [the
office or agency of the Company maintained for that purpose in ________, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts] [the option of the
Holder (a) at [the Corporate Trust Office of the Trustee] or such other office
or agency of the Company as may be designated by it for such purpose in The
City of New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts or (b) subject to any laws or regulations applicable thereto and
to the right of the Company (limited as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] offices of _______ in
_______, ________ in _______ ________ in _______, ________ in _______ and
_______ in _______, or such other offices or agencies as the Company may
designate, by United States dollar] check drawn on, or transfer to a United
States dollar account maintained by the payee with, a bank in The City of New
York] [if applicable, insert--; provided, however, that at the option of the
Company payment of interest may be made by wnited States dollar] check mailed
to the address of the

                                      B-2
<PAGE>


Person entitled thereto as such address shall appear in the Security Register]
[or by wire transfer to an account maintained by such Person with a bank in The
City of New York (so long as the Company has received proper transfer
instructions in writing)].

     [If Securities of the series are to be offered to United States Aliens,
insert-- The Company will pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If the Security is interest-bearing, insert--every net payment of
the principal of [(and premium, if any)] and interest on this Security] [If the
Security is not to bear interest prior to Maturity, interest--(i) the net
payment of principal of (and interest on overdue principal, if any, on) this
Security and (ii) the net proceeds from the sale or exchange of this Security,
including, in each case, amounts received in respect of original issue
discount], after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed by the United
States (as defined below) or any political subdivision or taxing authority
thereof or therein upon or as a result of such payment [If the Security is not
to bear interest prior to maturity, insert--or, as a result of such sale or
exchange] will not be less than the amount provided for in this Security to be
then due and payable [If the Security is not to bear interest prior to
Maturity; insert--or, in the case of a sale or exchange, the amount of the net
proceeds from the sale or exchange before any such tax, assessment or other
yovemmental charge]; provided, however, that the foregoing obligation to pay
additional amounts will not apply to any one or more of the following:

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

                                      B-3

<PAGE>


          (b) any tax, assessment or other governmental charge imposed [If the
     Security is interest-bearing, insert--on interest received by a Person
     holding, actually or constructively, 10% or more of the total combined
     voting power of all classes of stock of the Company entitled to vote] [If
     the Security is not to bear interest prior to Maturity, insert--by reason
     of such Holders past or present status as the actual or constructive owner
     of 10% or more of the total combined voting power of all classes of stock
     of the Company entitled to vote];

          (c) any tax, assessment or other governmental charge which would not
     have been imposed but for the failure to comply with any certification,
     identification or other reporting requirements concerning the nationality,
     residence, identity or connection with the United States of the Holder or
     beneficial owner of this Security, if compliance is required by the
     statute or by regulation of the United States Treasury Department as a
     precondition to exemption from such tax, assessment or other yovemmental
     charge;

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

          (e) any tax, assessment or other governmental charge which is payable
     otherwise than bv deduction or withholdiny from payments of [If the
     Security is interest-bearing, insert--principal of [(and premium, if any)]
     or interest on this Security] [If the Security is not to bear interest
     prior to maturity, insert--principal of (or interest on overdue principal,
     if any, on) this Security or from payments from the proceeds of a sale or
     exchange of this Security]; or

          (f) any tax, assessment or other governmental charge which would not
     have been so imposed but for the presentation by the Holder of this
     Security for payment on a date more than 15 days after the date on which
     such payment became due and payable or the date on which payment thereof
     is duly provided for, whichever occurs later;

nor will additional amounts be paid with respect to any payment of [If the
Security is interest-bearing: insert--principal of [(and premium, if any)] or
interest on this Security] [If the Security is not to bear interest prior to
Maturity, insert--principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any United States Alien who is a fiduciary or

                                      B-4
<PAGE>


partnership or other than the sole beneficial owner of any such payment to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such a partnership or the beneficial owner would not have been entitled to
the additional amounts had such beneficiary, settlor, member or beneficial
owner been the Holder of this Security. The term "United States Alien" means any
Person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust, and the term United States means the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.]

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

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

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:__________________
                                        INTERNATIONAL PAPER COMPANY

                                        By:________________________________
Attest:                                    Name:
                                           Title:
_________________________

                               [Form of Reverse]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the Securities), issued and to be issued in one or more
series under

                                      B-5
<PAGE>


and thereafter at a Redemption Price equal to __% of the principal amount.] [If
applicable, insert--[and (_______)] under the circumstances described in the
next [two] succeeding paragraph[s] at a Redemption Price equal to [Insert
formula for determining the amount]] [If the Security is interest-bearing,
insert--, together in the case of any such redemption [If applicable,
insert-(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date; provided, however, that installments
of interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture].

     [If applicable, insert--The Securities of this series are subject to
redemption (1) on _______ in any year commencing with the year _______ and
ending with the year _______ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after ________, 19__], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below. If redeemed during the
12-month period beginning _______ of the years indicated,

                                                          Redemption Price for
                                   Redemption Price         Redemption Other-
                                    for Redemption          wise Than Through
                                   Through Operation        Operation of the
          Year                    of the Sinking Fund         Sinking Fund
          ----                    -------------------         ------------




and thereafter at a Redemption Price equal to __% of the pr incipal amount. [If
applicable, insert--and (3) under the circumstances described in the next [two]
succeeding paragraph[s] at a Redemption Price equal to [Insert formula for
determining the amount]] [If the Security is interest-bearing, insert--,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption

                                      B-7
<PAGE>


Date will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture].]
[Notwithstanding the foregoing, the Company may not, prior to ______ redeem any
Securities of this series as contemplated by Clause [(2) above as a part of, or
in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than __% per annum.]

     Subject to and upon compliance with the provisions of the Indenture
(unless previously redeemed), this Security, if submitted for redemption, is
subject to redemption, at the option of the Holder, [If Securities of the
series are also issuable as Bearer Securities, insert--on or after the Exchange
Date] (upon any Change in Control of the Company (as defined in the fndenhire)
unless the Continuing Direc- tors. as defined in the Indenture, shall have
approved such Change in Control [if applicable, insert--or the Company shall
have called the Securities for redemption at the applicable Redemption Price
for redemption at the option of the Company, in either case] on or before the
day which is ten days after such Change in Control [If applicable,
insert--(whether or not such call occurs before or after such Change in
Control)]. The Holder's option so to redeem is exercisable on or before the end
of the Exercise Period specified in the notice of the Company relating to such
Change in Control at a Redemption Price equal to 100% of the principal amount
hereof plus accrued interest to the Redemption Date. For this Security to be
submitted for such redemption. the Company must receive at the office of one of
the Paying Agents, prior to the close of business on the last day of such
Exercise Period, this Security [If Securities of the series are also issuable
as Bearer Securities, insert-together with all coupons maturing after the
Redemption Date.] accompanied by written notice to the Company (which shall be
substantially in the form of the [appropriate] form of notice hereon) that the
Holder hereof instructs the Company to redeem this Security. [If Securities of
the series are also issuable as Bearer Securities, insert--The Holder of this
Security may elect to submit for redemption by the Company such Security as a
whole but not in part.] Such notice duly received shall be irrevocable.

     [If Securities of the series are to be offered to United States Aliens,
insert-- The Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, determined as set forth in the preceding
paragraph [If the Security interest-bearing, insert--, together with interest
accrued to the date fixed for redemption,] if, as a result of any amendment to,
or change in, the laws or regulations of the United States or any political
subdivision or taxing authority thereof or therein

                                      B-8
<PAGE>


affecting taxation, or any amendment to or change in an official interpretation
or application of such laws or regulations, which amendment or change is
effective on or after _________, 19- the Company will become obligated to pay
additional amounts (as described on the face hereof) [If the Security is
interest-bearing insert--on the next succeeding Interest Payment Date] [If the
Security is not to bear interest prior to Maturity, insert--at Maturity or upon
the sale or exchange of any Security] and such obligation cannot be avoided by
the use of reasonable measures available to the Company; provided, however,
that (a) no such notice of redemption may be given earlier than 90 days prior
to the earliest date on which the Company would be obliyated to pay such
additional amounts were a payment in respect of the Securities of this series
then due [If the Security is not to bear interest prior to Maturity, insert--or
were a sale or exchange of a Security of this series then made], and (b) at the
time notice of such redemption is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the publication of any notice
of redemption pursuant to this paragraph, the Company shall deliver to the
Trustee a certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred.]

     [If the Securities of the series are also issuable as Bearer Securities
and if applicable**, insert--In addition. if the Company determines. based upon
a written opinion of independent counsel, that any payment made outside the
United States by the Company or any of its Paying Agents of the full amount of
principal [premium, if any,] or interest due with respect to any Bearer
Security or coupon would. under any present or future laws or regulations of
the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which requirement
is the disclosure to the Company, any Paying Agent or any governmental
authority of the nationality, residence or identity of a beneficial owner of
such Bearer Security or coupon who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable
to a payment made by the Company or any one of its Paying Agents (i) directly
to the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying that the beneficial owner is a United States Alien,
provided in each case

---------
**   This provision will only be applicable if the Securities of the series are
     interest-bearing and generally only if the Securities bear interest as a
     fixed rate.

                                      B-9
<PAGE>


referred to in clauses (a)(ii) and (b) that payment by such custodian, nominee
or other agent of such beneficial owner is not otherwise subject to any such
requirement), the Company at its election will either (x) redeem the Securities
of this series, as a whole but not in part, at a Redemption Price determined as
set forth in the next preceding paragraph, together with interest accrued to
the date fixed for redemption, or (y) if and so long as any such certification,
identification or other information reporting requirement would be fully
satisfied by payment of a backup withholding tax or similar charge, pay to the
Holders of Bearer Securities who are United States Aliens certain additional
amounts specified in the Bearer Securities of this series. The Company will
make such determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee with promptly give notice of such determination in
the manner provided below (the "Determination Notice"), in each case statiny
the effective date of such certification, identification or other information
reporting requirement, whether the Company will redeem the Securities or will
pay to the Holders of Bearer Securities who are United States Aliens the
additional amounts specified in the Bearer Securities of this series and (if
applicable) the last date by which the redemption of the Securities must take
place. If the Company elects to redeem the Securities, such redemption shall
take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
75 days before such date, unless sooner notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than 30 days prior to the date fixed for redemption, that
subsequent payments would not be subject to any such requirement, in which case
the Company will notify the Trustee, which will promptly give notice of that
determination in the manner provided below, and any earlier redemption notice
will thereupon be revoked and of no further effect. If the Company elects as
provided in clause (y) above to pay such additional amounts to the Holders of
Bearer Securities who are United States Aliens, and as long as the Company is
obligated to pay such additional amounts to such Holders, the Company may
subsequently redeem the Securities, at any time, as a whole but not in part, at
a Redemption Price determined as set forth in the next preceding paragraph,
together with interest accrued to the date fixed for redemption, but without
reduction for applicable United States withholding taxes.]

                                      B-10
<PAGE>


     [If applicable,*** insert--In addition, if the Company determines, based
upon a written opinion of independent counsel, that any payment made ourside
the United States by the Company or any of its Paying Agents of the full amount
due with respect to any Bearer Security would, under any present or future laws
or regu1ations of the United States, be subject to any certification,
identification or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security who is a United States Alien (as
defined on the face hereof) (other than such requirement (a) which would not be
applicable to a paymerIt made by the Company or any one or its Paying Agents
(i) directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other asent of such beneficial
owner is not othenvise subject to any such requirement), the Company at its
election will either (x) permit any Holder of a Bearer Security to present such
Bearer Security for redemption within 90 days of notice of such redemption, at
a Redemption Price determined as set forth in the next preceding paragraph, or
(y) if and so lony as the conditions of the fifth paragraph on the face of this
Security are satisfied, pay the additional amounts specified in such paragraph.
The Company will make such determination and election and notify the Trustee
thereof as soon as practicable. and the Trustee will promptly give notice of
such determination in the manner provided below (the Determination Notice), in
each case stating the effective date of such certification, identification or
other reporting requirement, whether the Company has elected to permit
redemption of the Bearer Securities or to pay the additional amounts specified
in such paragraph and (if applicable) the last day by which the Company may
publish any notice of redemption. If the Company elects to permit redemption of
the Bearer Securities, notice of the redemption will be given not more than 368
days following the Determination Notice and will specify the date fixed for
redemption. The Bearer Securities will be redeemed on the day 97 days after
notice of the redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Bearer Securities if the Company,
based upon an opinion of independent counsel, subsequently determines, not less
than 30 days prior to the date fixed for redemption, that no payment would be
subject to any such requirement, in which

---------
***  This provision will only be applicable if the Securities of the series are
     not to bear interest prior to Maturity.

                                      B-11
<PAGE>


case the Company will promptly notify the Trustee, which will promptly give
notice of that determination in the manner described below, and any earIier
redemption notice will thereupon be revoked and of no further effect.]

     The sinking fund for this series provides for the redemption on _______ in
each year, beginning with the year and ending with the year _____ of [not less
than] [U.S.]$_______ [("mandatory sinking fund") and not more than
[U.S.]$______ aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company othewise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]]

     Notice of redemption will be given by mail to Holders of [If the
Securities of the series are also issuable as Bearer Securities,
insert--Registered] Securities, not less than 30 nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.

     In the event of redemption of this Security in part only, a new [If the
Securities of the series are also issuable as Bearer Securities.
insert-Registered] Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

     [If the Security is convertible into Common Stock of the Company, insert--
Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that,
in case this Security or any portion hereof shall be called for redemption,
such right shall terminate with respect to this Security or ponion hereof, as
the case may be, so called for redemption at the close of business on the date
fixed for redemption as provided in the Indenture unless the Company defaults
in making the payment due upon redemption), to convert the principal amount of
this Security (or any portion hereof which is [insert minimum denomination] or
an integral multiple thereat), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest l/lOOth of a share) of the
Common Stock of the Company, as said shares shali be constituted at the date of
conversion, at the conversion price of $_____ principal amount of Securities
for each share of Common Stock, or at the adjusted conversion price in effect
at the date of conversion determined as provided in the Indenture, upon
surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
_______,

                                      B-12
<PAGE>


accompanied (if so required by the Company) by instruments of transfer, in form
satisfactory to the Company and to the Trustee, duly executed by the Holder or
by its duly authorized attorney in writing. Such surrender shall, if made
during any period beginning at the close of business on a Regular Record Date
and ending at the opening of business on the Interest Payment Date next
following such Regular Record Date (unless this Security or the portion being
converted shall have been called for redemption on a Redemption Date during
such period), also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted. Subject to the
aforesaid requirement of repayment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
adjustment is to be made of conversion for interest accrued hereon for
dividends on shares of Common Stock issued on conversion. The Company is not
required to issue fractional shares upon any such conversion, but shall make
adjustment therefor in cash on the basis of the cunent market value of such
fractional interest as provided in the Indenture. The conversion price is
subject to adjustment as provided in the Indenture. In addition, the Indenture
provides that in case of certain consolidations or mergers to which the Company
is a party or the sale of substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities,
so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convenible as specified above, only
into the kind and amount of securities, cash and other property receivable upon
the consolidation, merger or sale by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or sale (assuming such holder of Common Stock failed
to exercise any rights or election and received per share the kind and amount
received per share by a plurality of non-electing shares) [, assuming if such
consolidation, merger or sale is prior to ________, 199_, that this Security
was convertible at the time of such consolidation, merger or sale at the
initial conversion price specified above as adjusted from ______, 199_, to such
time pursuant to the indenture]. In the event of conversion of this Security in
part only, a new Security or Securities for the unconverted portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.]

                                      B-13
<PAGE>


     [The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.]

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to--insert formula for
determining the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company's obligations in respect of the payment
of the principal of and interest, if any, on the Securities of this series
shall terminate.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected [If the Securities of the series are also issuable as Bearer
Securities and are interest-bearing, insert--and any related coupons] under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of 66-2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series [If Securities of the series are also
issuable as Bearer Securities and are interest-bearing, insert--and any related
coupons], to waive compliance by the Company with certain provisions of the
Indenture and cenain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the

                                      B-14
<PAGE>


Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days; provided, however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment of the principal
of [(and premium, if any)] or [any] interest on this Security on or after the
respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [(and premium, if any)] and
[any] interest [(including additional amounts, as described on the face
hereof)] on this Security at the times, place[s] and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in [any place where the principal of [(and
premium, if any)] and [any] interest on this Security are payable] [The City of
New York, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer asent, at the [main] offIces of in and in or
at such other offices or agencies as the Company may designate], duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new [If the
securities of the Series are also issuable as Bearer Securities,
insert--Registered] Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

     [If the Securities of the series are not issuable as Bearer Securities.
insert--The Securities of this series are issuable only in registered form,
without coupons, in denominations of $______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.]

                                      B-15
<PAGE>


                 FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION

To:  INTERNATIONAL PAPER COMPANY

     The undersigned Holder of this Security hereby irrevocably instructs the
Company to redeem this Security in accordance with the terms of the Indenture
referred to in this Security.

     The instruction being given in exercise of the Holder's option to require
redemption of this Security to the extent provided in such Indenture upon a
Change in Control of the Company.

Dated:___________________
                                        ____________________________
                                                  Signature

                                        If only a portion of this Security is
                                        submitted for redemption, please
                                        indicate:

                                        1. Principal Amount submitted for
                                           redemption:
                                           U.S.$___________

                                        2. Amount and denomination of
                                           Registered Securities representing
                                           principal amount of this Security not
                                           submitted for redemption to be
                                           issued:

                                           Amount: U.S.$___________

                                           Denominations:

                                           U.S.$___________________
                                           (U.S.$5,OOO or an integral multiple
                                           thereof)

Note: Exercise of the option to require redemption is irrevocable.

                                      B-17
<PAGE>


FORM OF CONVERSION NOTICE FOR CONVERSION INTO SHARES OF COMMON STOCK

     To: INTERNATIONAL PAPER COMPANY:

     The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is U.S. $ _________
[INSERT MINIMUM DENOMINATION] or an inteyral multiple thereof) below
designated, into shares of Common Stock of the Company in accordance with the
terms of the Indenture referred to in this Security, and directs that the
shares issuable and deliverable upon the conversion, together with any check
in payment for fractional shares and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If this Notice
is being delivered on a date after the close of business on a Regular Record
Date and prior to the opening of business on the related Interest Payment Date
(unless this Security or the portion thereof beiny converted has been called
for redemption on a Redemption Date within such period), this Notice is
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest payable on such Interest Payment Date of the principal of this
Security to be converted. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect hereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Security.

Principal Amount to be Converted
 (in an integral multiple of
  U.S.$______ [INSERT MINIMUM
  DENOMINATION], if less than all):
  U.S.$_______

Dated:_________________
                                        ______________________________________
                                        Signature(s) must be guaranteed by a
                                        commercial bank or trust company or a
                                        member firm of a national stock
                                        exchange if shares of Common Stock are
                                        to be delivered, or Securi-

                                      B-18
<PAGE>



                                        ties to be issued, other than to and in
                                        the name of the registered owner.

                                        __________________________________
                                                Signature Guaranty

     Fill in for registration of shares of Common Stock and Security if to be
issued othewise than to the resistered holder.

___________________________             Social Security or other
(NAME)                                  Taxpayer Identification Number

                                        __________________________________
___________________________
(ADDRESS)

___________________________
PLEASE PRINT NAME AND
ADDRESS (INCLUDING ZIP
CODE NUMBER)

                                      B-19
<PAGE>


                                   EXHIBIT C

                [FORM OF BEARER SECURITY WHICH IS NOT AN ORIGINAL
              ISSUE DISCOUNT SECURUTY AND FORM OF RELATED COUPON]

                           [Form of Face of Security]

ANY UNITED STATES PERSON WHO HOLDS THlS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                          INTERVATIONAL PAPER COMPANY

No. B-                                                 U.S.$
                                                       CUSIP NO._____________

     International Paper Company, a corporation duly organized and existing
under the laws of New York (herein called the Company, which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to bearer upon presentation and
surrender of this Security the principal sum of _____ Thousand United States
Dollars on _______ and to _________ pay interest thereon, from the date hereof,
[semi-annually in arrears on ________ and ________ in each year] [annually in
arrears on __________ in each year], commencing _________ 19__ at the rate of
__% per annum, until the principal hereof is paid or made available for payment
[If applicable. insert -, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of __% per annum on any overdue
principal and premium and on any overdue installment of interest]. Such
pavments [(including premium, if any)] shall be made, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as
provided in the Indenture) to rescind the designation of any such Paying Agent,
at the [main] offices of _______ in _______, ________ in _______ ________ in
_______, ________ in _______ and _______ in _______, or at such other offices
or agencies outside the United States (as defined below) as the Company may
designate, at the option of the Holder, by United States dollar check drawn on
a bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States.
Interest on this Security due on or before Maturity shall be payable only upon
presentation and surrender at such an office or agency of the interest coupons
hereto attached as they severally mature. No payment of principal [, premium]
or interest on this Security shall be made at any office or agency of the
Company in the United

<PAGE>


States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States [If Security is
denominated and payable in United States dollars, insert -, provided, however,
that payment of principal of [(and premium, if any)] and interest on this
Security (includiny any additional amounts which may be payable as provided
below) shall be made at the office of the Company's Paying Agent in The City of
New York if (but only if) payment in United States dollars of the full amount
of such principal, [premium,] interest or additional amounts, as the case may
be, at all offices or agencies outside the United States maintained for the
purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions].

     The Company will pay to the Holder of this Security or any coupon apper-
taining hereto who is a United States Alien (as defined below) such additional
amounts ds may be necessary in order that every net payment of the principal of
[(and premium, if any)] and interest on this Security, after deduction or
withholding for or on account of any present or future tax, assessment or other
governmental charge imposed by the United States or any political subdivision or
taxing authority thereof or therein upon or as a result of such payment, will
not be less than the amount provided for in this Security or in such coupon to
be then due and payable; provided, however. that the foregoing obligation to
pay additional amounts will not apply to any one or more of the following:

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

          (b) any tax, assessment or other governmental charge imposed on
     interest received by a Person holding, actually or constructively, 10% or
     more

                                      C-2
<PAGE>


     of the total combined voting power of al1 classes of stock of the Company
     entitled to vote;

          (c) any tax, assessment or other governmental charge which would not
     have been imposed but for the failure to comply with any certification,
     identification or other reporting requirements concerning the nationality,
     residence, identity or connection with the United States of the Holder or
     beneficial owner of this Security or any coupon appertaining hereto, if
     compliance is required by statute or by regulation of the United States
     Treasury Department as a precondition to exemption from such tax,
     assessment or other governmental charge;

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

          (e) any tax, assessment or other governmental charge which is payable
     otherwise than by deduction or withholding from payments of principal of
     [(and premium, if any)] or interest on this Security; or

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

nor will additional amounts be paid with respect to any payment of principal of
[(and premium, if any) or interest on this Security to any United States Alien
who is a fiduciary or partnership or other than the sole beneficial owner of
any such payment to the extent that a beneficiary or settfor with respect to
such fiduciary, a member of such partnership or the beneficial owner would not
have been entitled to the additional amounts had such beneficiary, settlor,
member or beneficial owner been the Holder of this Security or any coupon
appertaining hereto. The term "United States Alien" means any Person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust or a foreign partnership one or more of the members of which
is. for United States federal income tax purposes, a foreign corporation, a
nonresident alien individual or a non-resident alien fiduciary of a foreign
estate or trust, and the term United States means the United States of America
(including the States and the District of Columbia), its territories and its
possessions.

                                      C-3
<PAGE>


     [Notwithstanding the foregoing, if and so long as a cerrification,
identification or other information reporting requirement referred to in the
[fourth] [fifth] paragraph on the reverse hereof would be fully satisfied by
payment of a backup withholdins tax or similar charge, the Company may elect,
by so stating in the Determination Notice (as defined in such paragraph), to
have the provisions of this paragraph apply in lieu of the provisions of such
paragraph. In such event, the Company will pay as additional amounts such
amounts as may be necessary so that every net payment made following the
effective date of such requirements outside the United States by the Company or
any of its Paying Agents of principal [(and premium, if any)] or interest due
in respect of any Bearer Security or any coupon of which the beneficial owner
is a United States Alien (but without any requirement that the nationality,
residence or identity of such beneficial owner by disclosed to the Company, any
Paying Agent or any governmental authority), after deduction or withholding
for or on account of such backup withholding tax or similar charge other than a
backup withholding tax or similar charge which is (i) the result of a
certification, identification or other reporting requirement described in
the second parenthetical clause of such paragraph, or (ii) imposed as a
result of the fact that the Company or any of its Paying Agents has actual
knowledge that the beneficial owner of such Bearer Security or coupon is within
the category of Persons described in clause (a) of the third paragraph of this
Security, or (iii) imposed as a result of presentation cl such Bearer Security
or coupon for payment more than 15 days after the date on which such payment
becomes due and payable or on which payment thereof is duly provided for,
whichever occurs later, will not be less than the amount provided for in such
Bearer Security or coupon to be then due and payable.]

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

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, neither
this Security, nor any coupon appertaining hereto, shall be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and coupons bearing the facsimile signature of [its Treasurer] [one of
its Assistant Treasurers] to be annexed hereto.

                                      C-4
<PAGE>


Dated: ___________, 19_
                                             INTERNATIONAL PAPER COMPANY


                                             By:_______________________________
Attest:                                         Name:
                                                Title:
_____________________________


                                      C-5
<PAGE>


                         [Form of Reverse of Security]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of April 12, 1999 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and ail indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and any coupons appertaining thereto and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount of U.S.$_____]. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of U.S.$_____[, and as Registered Securities, without coupons, in
denominations of U.S.$____ and any integral multiple thereof]. [As provided in
the Indenture and subject to certain limitations therein set forth, Bearer
Securities and Registered Securities of this series are exchangeable for a like
aggregate principal amount of Registered Securities of this series and of like
tenor of any authorized denominations, as requested by the Holder surrendering
the same, upon surrender of the Security or Securities to be exchanged, with
all unmatured coupons and ail matured coupons in default thereto appertaining,
at any office or agency described below where Registered Securities of this
series may be presented for registration of transfer; provided, however, that
Bearer Securities surrendered in exchange for Registered Securities between a
Record Date and the relevant Interest Payment Date shall be surrendered without
the coupon relating to such Interest Payment Date. Registered Securities may
not be exchanged for Bearer Securities.]

     [If applicable, insert--The Securities of this series are subject to
redemption [(1)] [If applicable insert--on ______ in any year commencing with
the year _______ and ending with the year ______ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] [If applicable insert--at any time [on or after
______, 19__, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount),
if redeemed [on or before _______, ____%, and if redeemed] during the 12-month
period beginning of the years indicated,

                                      C-6
<PAGE>




                              Redemption                     Redemption
               Year             Price            Year          Price
               ----             -----            ----          -----



and thereafter at a Redemption Price equal to __% of the principal amount,] [and
(   )] under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to 100% of the principal amount,]
together in the case of any such redemption [If applicable, insert (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date; provided, however, that interest installments on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable only upon presentation and surrender of coupons for such interest (at
an office or agency located outside the United States, except as herein
provided otherwise).]

     [If applicable, insert--The Securities of this series are subject to
redemption (1) on _______ in any year commencing with the year _______ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after _________ 19__], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, if redeemed during the
12-month period beginning _____ of the years indicated,

                                                          Redemption Price for
                                   Redemption Price         Redemption Other-
                                    for Redemption          wise Than Through
                                   Through Operation        Operation of the
          Year                    of the Sinking Fund         Sinking Fund
          ----                    -------------------         ------------




and thereafter at a Redemption Price equal to __% of the principal amount, and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a

                                      C-7
<PAGE>


Redemption Price equal to 100% of the principal amount, toyether in the case of
any such redemption (whether through operation of the sinking fund or
otherwise) with accrued interest to the Redemption Date; provided, however,
that interest installments on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States, except as herein provided otherwise).] Notwithstanding the
foregoing, the Company may not, prior to redeem any Securities of this series
as contemplated by Clause [(I)] above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than __% per annum.]

     Subject to and upon compliance with the provisions of the Indenture
(unless previously redeemed), this Security, if submitted for redemption, is
subject to redemption, at the option of the Holder, on or afier the Exchange
Date (upon any Change in Control of the Company as defined in the Indenture)
unless the Continuing Directors, as defined in the Indenture, shall have
approved such Change in Control [lf applicable, insert or the Company shall
have called the Securities for redemption at the applicable Redemption Price
for redemption at the option of the Company, in either case] on or before the
day which is ten days after such Change in Control [If applicable, insert
(whether or not such call occurs before or after such Change in Control).] The
Holders option so to redeem is exercisable on or before the end of the Exercise
Period specified in the notice of the Company relating to such Change in
Control at a Redemption Price equal to 100% of the principal amount hereof plus
accrued interest to the Redemption Date. For this Security to be submitted
for such redemption, the Company must receive at the office of one of the Paying
Agents, prior to the close of business on the last day of such Exercise Period,
this Security together with all coupons maturing after the Redemption Date,
accompanied by written notice to the Company (which shall be substantially in
the form of the [appropriate] form of notice hereon) that the Holder hereof
instructs the Company to redeem this Security. The Holder of this Security may
elect to submit for redemption by the Company such Security as a whole but
not in part. Such notice duly received shall be irrevocable.

     The Securities may be redeemed, as a whole but not in part, at the option
of the Company, at a Redemption Price equal to 100% of their principal amount,
together with interest accrued to the date fixed for redemption, if, as a
result of any amendment to, or change in, the laws or regulations of the United
States or any

                                      C-8
<PAGE>


political subdivision or taxing authority thereof or therein affecting
taxation, or any amendment to or change in an official interpretation or
application of such laws or regulations, which amendment or change is effective
on or after _________, 19__, the Company will become obligated to pay
additional amounts (as described on the face hereof) on the next succeeding
Interest Payment Date and such obligation cannot be avoided by the use of
reasonable measures available to the Company; provided, however, that (a) no
such notice of redemption may be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such additional
amounts were a payment in respect of the Securities of this series then due,
and (b) at the time notice of such redemption is given, such obligation to pay
such additional amounts remains in effect. Immediately prior to the publication
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Trustee a certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Company so to redeem have occurred.
[If applicable,**** insert --In addition, if the Company determines, based upon
a written opinion of independent counsel, that any payment made outside the
United States by the Company or any of its Paying Agents of the full amount of
principal [, premium, if any,] or interest due with respect to any Bearer
Security or coupon would, under any present or future laws or regulations of
the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which requirement
is the disclosure to the Company, any Paying Agent or any governmental
authority of the nationality, residence or identity of a beneficial owner of
such Bearer Security or coupon who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable
to a payment made by the Company or any of its Paying Agents (i) directly to
the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying that the beneficial owner is a United States Alien,
provided in each case referred to in clauses (a)(ii) and (b) that payment by
such custodian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement), the Company at its election will
either (x) redeem the Securities, as a whole but not in part, at a Redemption
Price equal to 100% of their principal amount, together with interest accrued
to the date fixed for redemption, or (y) if and so long

---------
**** Generally this provision will only be applicable if the Securities of the
     series bear interest at a fixed rate.

                                      C-9
<PAGE>


as the conditions of the fifth paragraph on the face of this Security are
satisfied, pay the additional amounts specified in such paragraph. The Company
will make such determination and election and notify the Trustee thereof as
soon as practicable, and the Trustee will promptly give notice of such
determination in the manner provided below (the "Determination Notice"), in
each case stating the effective date of such certification, identification or
other information reporting requirement, whether the Company will redeem the
Securities or will pay the additional amounts specified in such paragraph and
(if applicable) the last date by which the redemption of the Securities must
take place. If the Company elects to redeem the Securities, such redemption
shall take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
75 days before such date, unless shorter notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than 30 days prior the date fixed for redemption, that
subsequent payments would not be subject to any such requirement, in which case
the Company will notify the Trustee, which will promptly give notice of that
determination in the manner provided beiow, and any earlier redemption notice
will thereupon be revoked and of no further effect. If the Company elects as
provided in clause (y) above to pay additional amounts, and as long as the
Company is obligated to pay such additional amounts. The Company may
subsequently redeem the Securities, at any time, as a whole but not in part, at
a Redemption Price equal to 100% of their principal amount, together with
interest accrued to the date fixed for redemption, but without reduction for
applicable United States withholding taxes.]

     [If applicable, insert --The sinking fund for this series provides for the
redemption on ____________ in each year, beginning with the year and ending
with the year , of [not less than] U.S.$_____ [("mandatory sinking fund") and
not more than U.S.$____] aggregate principal amount of Securities of this
series. [Securities of this series acquired or redeemed by the Company
othenvise than through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments otherwise required to be
made--in the inverse order in which they become due].]

     Notice of redemption will be given by publication in an authorized Newspa-
per in The City of New York and, if the Securities of this series are then
listed on [The Stock Exchange of the United Kingdom and the Republic of
Ireland] [the Luxembourg Stock Exchange] [or] any [other] stock exchange
located outside the United States and such stock exchange shall so require, in
[London] [Luxembourg]

                                      C-10
<PAGE>


[or] in any [other] required city outside the United States or, if not
practicable, elsewhere in Europe, [and by mail to Holders of Registered
Securities,] not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.

     [If the Security is convertible into Common Stock of the Company, insert--
Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that,
in case this Security or any portion hereof shall be called for redemption,
such right shall terminate with respect to this Security or portion hereof, as
the case may be, so called for redemption at the close of business on the date
fixed for redemption as provided in the Indenture unless the Company defaults
in making the payment due upon redemption), to convert the principal amount of
this Security (or any portion hereof which is [insert minimum denomination] or
an integral multiple thereof), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest l/lOOth of a share) of the
Common Stock of the Company, as said shares shall be constituted at the date of
conversion, at the conversion price of $______ principal amount of Securities
for each share of Common Stock, or at the adjusted conversion price in effect
at the date of conversion determined as provided in the Indenture, upon
surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
____________ , accompanied (if so required by the Company) by instruments of
transfer, in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by its duly authorized attorney in writing. Such surrender
shall, if made during any period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the Interest
Payment Date next following such Regular Record Date (unless this Security or
the portion being converted shall have been called for redemption on a
Redemption Date during such period), also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement of repayment and, in the case
of a conversion after the Regular Record Date next preceding any Interest
Payment Date and on or before such Interest Payment Date, to the right of the
Holder of this Security (or any Predecessor Security) of record at such Regular
Record Date to receive an installment of interest (with certain exceptions
provided in the Indenture), no adjustment is to be made of conversion for
interest accrued hereon for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any
such conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional

                                     C-11
<PAGE>


interest as provided in the Indenture. The conversion price is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides
that in case of certain consolidations or mergers to which the Company is a
party or the sale of substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities,
so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convenibie as specified above, only
into the kind and amount of securities, cash and other property receivable upon
the consolidation, merger or sale by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or sale (assuming such holder of Common Stock failed
to exercise any rights or election and received per share the kind and amount
received per share by a plurality of non-electing shares) [, assuming if such
consolidation, merger or sale is prior to ________, 199_, that this Security
was convertible at the time of such consolidation, merger or sale at the
initial conversion price specified above as adjusted from _______, 199_, to
such time pursuant to the Indenture]. In the event of conversion of this
Security in part only, a new Security or Securities for the unconvened portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.;]

     [If the Security is convertible into other securities of the Company,
specify the conversion features.]

     [The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.]

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected and any related coupons under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of 66-2/3% in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Hoiders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series and any
related coupons to waive compliance by the

                                      C-12
<PAGE>


Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and any coupon appertaining hereto and
of any Security issued in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series or any related coupon will have any right
to institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to this series,
the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee,
and the Trustee shall not have received from the Holders of a majority in
principal amount of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof or any related coupon for the
enforcement of payment of the principal of [(and premium, if any)] or any
interest on this Security or payment of such coupon on or after the respective
due dates expressed herein or in such coupon.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [(and premium, if any)] and
any interest (including additional amounts, as described on the face hereof) on
this Security at the times, places and rate, and in the coin or currency,
herein prescribed.

     Title to [Bearer] Securities and coupons shall pass by delivery. [As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities is registerable in the Security Register,
upon surrender of a Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other office or agency of the
Company as may be designated by it in The City of New York, or subject to any
laws or regulations applicable thereto and to

                                      C-13

<PAGE>


the right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] office of __________ in
________ and __________ in _________ or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing, and
thereupon one or more new Registered Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]

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

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of a Bearer Security of any series and any coupon appertaining
thereto [, and prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose in whose name such Security is
registered,] as the owner thereof for ail purposes, whether or not such
Security or such coupon is overdue, and neither the Company,  the Trustee nor
any such agent shall be affected by notice to the contrary.

     The Indenture, the Securities and any coupons appertaining thereto shall
be governed by and construed in accordance with the laws of the State of New
York.

     A11 terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                     C-14
<PAGE>


                 FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION

To: INTERNATIONAL PAPER COMPANY

     The undersigned Holder of this Security hereby irrevocably instructs the
Company to redeem this Security in accordance with the terms of the Indenture
referred to in this Security.

     The instruction is being given in exercise of the Holder's option to
require redemption of this Security to the extent provided in such Indenture
upon a Change in Control of the Company.

Dated:__________________
                                             ____________________________
                                                       Signature

NOTE: EXERCISE OF THE OPTION TO REQUlRE REDEMPTION IS IRREVOCABLE.


                                     C-15
<PAGE>


                           FORM OF CONVERSION NOTICE

     To:  INTERNATIONAL PAPER COMPANY

     The undersigned owner of this Security hereby irrevocably exercises the
option to conven this Security, or portion hereof (which is U.S.$______ [INSERT
MINMUM DENOMINATION] or an integral multiple thereof) below designated, into
shares of Common Stock of the Company in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable
and deliverable upon the conversion, together with any check in payment for
fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If this Notice is being delivered on a
date after the close of business on a Regular Record Date and prior to the
opening of business on the related Interest Payment Date (unless this Security
or the portion thereof being converted has been called for redemption on a
Redemption Date within such period), this Notice is accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest payable on
such Interest Payment Date of the principal of this Security to be converted.
If shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect hereto. Any
amount required to be paid by the undersigned on account of interest accompa-
nies this Security.

Principal Amount to be Converted
 (in an integral multiple of
  U.S. $______ [INSERT MINIMUM
  DENOMINATION], if less than all):
  U.S.$_______

Dated:___________________
                                        ____________________________________
                                        Signature(s) must be guaranteed by a
                                        commercial bank or trust company or a
                                        member firm of a national stock
                                        exchange if shares of Common Stock are
                                        to be delivered, or Securities to be
                                        issued, other than to and in the name
                                        of the registered owner.

                                      C-16
<PAGE>



                                        ties to be issued, other than to and in
                                        the name of the registered owner.

                                        __________________________________
                                                Signature Guaranty

     Fill in for registration of shares of Common Stock and Security if to be
issued othewise than to the resistered holder.

___________________________             Social Security or other
(NAME)                                  Taxpayer Identification Number

                                        __________________________________
___________________________
(ADDRESS)

___________________________
PLEASE PRINT NAME AND
ADDRESS (INCLUDING ZIP
CODE NUMBER)

     [The above Conversion Notice is to be modified, as appropriate, for
conversion into other securities of the Company.]

                                     C-17
<PAGE>


                            [Form of Face of Coupon]

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UMDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATlONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.

                                                                      __________
INTERNATIONAL PAPER COMPANY                                   U.S.$_____________
                                                         CUSIP NO.______________
                                                              Due_______________

     Unless the Security to which this coupon appertains shall have been
called for previous redemption and payment thereof duly provided for on the
date set forth hereon, International Paper Company (herein called the "Company")
will pay to bearer, upon surrender hereof, the amount shown hereon (together
with any additional amounts in respect thereof which the Company may be
required to pay according to the terms of said Security and the indenture
referred to therein) at the Paying Agents set out on the reverse hereof or at
such other offices or agencies (which, except as otherwise provided in the
Security to which this coupon appertains, shall be located outside the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction (the
"United States")) as the Company may designate from time to time, at the option
of the Holder, by United States dollar check drawn on the bank in The City of
New York or by transfer of United States dollars to an account maintained by
the payee with a bank located outside the United States, being [one year's]
interest then payable on the said Security.

                                        INTERNATIONAL PAPER COMPANY

                                        By:_____________________________________

                                      C-18
<PAGE>


                                       [Reverse of Coupon]*****

                                        _____________________________________

                                        _____________________________________

                                        _____________________________________

                                        _____________________________________

                                        _____________________________________


---------
***** Insert names and addresses of initial paying Agents located outside the
      United States

                                      C-19
<PAGE>


                                   EXHIBIT D

                 [FORM OF BEARER SECURITY WHICH IS AN ORIGINAL
              ISSUE DISCOUNT SECURITY AND FORM OF RELATED COUPON]

                           [Form of Face of Security]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. FOR
PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERVAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS __% OF ITS PRINCIPAL
AMOUNT, THE ISSUE DATE IS _______, 19__ [,--.WD THE YIELD TO MATURITY IS %].

                          INTERNATIONAL PAPER COMPANY

No. B-                                                 U.S.$
                                                       CUSIP NO.____________

     International Paper Company, a corporation duly organized and existing
under the laws of New York (herein call the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to bearer upon presentation and
surrender of this Security the principal sum of Thousand United States Dollars
on. [If the Security is interest-bearing, insert--, and to pay interest
thereon, from the date hereof, [semi-annually in arrears on and in each year]
[annually in arrears on in each year], commencing _________, 19__, per annum,
until the principal hereof is paid or made available for payment [If
applicable, insert--, and (to the extent that the payment of such interest
shall be leyally enforceable) at the rate of __% per annum on any overdue
principal and premium and on any overdue instalment of interest]]. [If the
Security is not to bear interest prior to Maturity, insert--The principal of
this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity,
and in such case the overdue principal of this Security shall bear interest at
the rate of % per annum (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on

<PAGE>


any overdue principal shall be payable on demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the rate
of __% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.] Such payments
[(including premium, if any)] shall be made, subject to any laws or regulations
applicable thereto and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such Paving Agent, at the [main]
offices of _______ in _______, ________ in _______ ________ in _______,
________ in _______ and _______ in _______, or at such other offtces or
agencies outside the United States (as defined below) as the Company may
designate, at the option of the Holder, by United States dollar check drawn on
a bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States.
[If the Security is interest-bearing, insert--Interest on this Security due on
or before maturity shall be payable only upon presentation and surrender at
such an office or agency of the interest coupons hereto attached as they
severally mature.] No payment of principal [,--or] [premium] [or interest] on
this Security shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States [If
Security is denominated and payable in United States dollars, insert--;
provided, however, that payment of principal of [(and premium, if any)] and
[any] interest on this Security (including any additional amounts which may be
payable as provided below) shall be made at the office of the Company's Paying
Agent in The City of New York, if (but only if) payment in United States
dollars of the full amount of such principal[, premium] [, interest] or
additional amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with the
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions].

     The Company will pay to the Holder of this Security [If the Security is
interest-bearing, insert--or any coupon appertaining hereto] who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If Security is interest-bearing, insert--every net payment of the
principal of [(and premium, if any)] and interest on this Security] [If the
Security is not to bear interest prior to Maturity, insert--(i) the net payment
of principal of (and interest on overdue principal, if any, on) this Security
and (ii) the net proceeds from the sale or exchange of this Security,
including, in each case, amounts received in respect of original issue
discount], after deduction or withholding for or on account of any present or
future

                                      D-2
<PAGE>


tax, assessment or other governmental charge imposed by the United States or
any political subdivision or taxing authority thereof or therein upon or as a
resuit of such payment [If the Security is not to bear interest prior to
Maturity, insert--or as a result of such sale or exchange], will not be less
than the amount provided for in this Security [If the Security is
interest-bearing, insert--or in such coupon] to be then due and payable [If the
Security is not to bear interest prior to Maturity, insert--or, in the case of
a sale or exchange, the amount of the net proceeds from the sale or exchange
before any such tax, assessment or other governmental charge]; provided,
however, that the foregoing obligation to pay additional amounts will not apply
to any one or more of the following:

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

          (b) any tax, assessment or other governmental charge imposed [If the
     Security is interest-bearing, insert--on interest received by a Person
     holding, actually or constructively, 10% or more of the total combined
     voting power of all classes of stock of the Company entitled to vote] [If
     the Security is not to bear interest prior to Maturity, insert--by reason
     of such Holders past or present status as the actual or constructive owner
     of 10% or more of the total combined voting power of all classes of stock
     of the Company entitled to vote];

          (c) any tax, assessment or other governmental charge which would not
     have been imposed but for the failure to comply with any certification,
     identification or other reporting requirements concerning the nationality,
     residence, identity or connection with the United States of the Holder or
     beneficial owner of this Security [If the Security is interest-bearing,
     insert--or any coupon appertaining hereto], if compliance is required by
     statute or by

                                      D-3
<PAGE>


regulation of the United States Treasury Department as a precondition to
exemption from such tax, assessment or other governmental charge;

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

          (e) any tax, assessment or other governmental charge which is payable
     otherwise than by deduction or withholding from payments of [If the
     Security is interest-bearing, insert--principal of [(and premium, if any)]
     or interest on this Security] [If the Security is not to bear interest
     prior to Maturity, insert--principal of (or interest on overdue principal,
     if any, on) this Security or from payments from the proceeds of a sale or
     exchange of this Security]; or

          (f) any tax, assessment or other governmental charge which would not
     have been so imposed but for the presentation by the Holder of this
     Security [If the Security is interest-bearing, insert--or any coupon
     appertaining hereto] for payment on a date more than 15 days after the
     date on which such payment became due and payable or the date on which
     payment thereof is duly provided for, whichever occurs later;

nor will additional amounts be paid with respect to any payment of [If the
Security is interest-bearing, insert--principal of [(and premium, if any)] or
interest on this Security] [If the Security is not to bear interest prior to
maturity, insert--principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or
settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner would not have been entitled to the additional amount had such
beneficiary, settlor, member or beneficial owner been the Holder of this
Security [If the Security is interest-bearing, insert--or any coupon
appertaining hereto]. The term United States Alien means any Person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership of one or more of the members of
which is, for United States federal income tax purposes, a foreign corporation,
a non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust, and the term United States means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                                      D-4
<PAGE>


     [Notwithstanding the foregoing, if and so long as a certification,
identification or other reporting requirement referred to in the [fourth]
[fifth] paragraph on the reverse hereof would be fully satisfied by payment of
a backup withholding tax or similar charse, the Company may elect, by so
stating in the Determination Notice (as defined in such paragaph), to have the
provisions of this paragraph apply in lieu of the provisions of such paragraph.
In such event, the Company will pay as additional amounts such amounts as may
be necessary so that every net payment made following the effective date of
such requirements outside the United States by the Company or any of its Paying
Agents of principal [(and premium, if any)] [If the Security is
interest-bearing, insert--or interest] due in respect of any Bearer Security
[If the Security is interest-bearing, insert--or any coupon] of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
other than a backup withholding tax or similar charge which is (i) the result
of a certification, identification or other reporting requirement described in
the second parenthetical clause of such paragraph, or (ii) imposed as a result
of the fact that the Company or any of its Paying Agents has actual knowledge
that the beneficial owner of such Bearer Security [If the Security is
interest-bearing, insert--or coupon] is within the category of Persons
described in clause (a) of the third paragraph of this Security, or (iii)
imposed as a result of presentation of such Bearer Security [If the Security is
interest-bearing, insert--or coupon] for payment more than 15 days after the
date on which such payment becomes due and payable or on which payment thereof
is duly provided for, whichever occurs later, will not be less than the amount
provided for in such Bearer Security [If the Security is interest-bearing,
insert--or coupon] to be then due and payable.]

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

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an
Authenticatiny Agent, by manual signature of an authorized signatory, neither
this Security, nor any coupon appertaining hereto, shall be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                                      D-5
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and coupons bearing the facsimile signature of [its Treasurer] [one of
its Assistant Treasurers] to be annexed hereto.

Dated as of ________________, 19__
                                             INTERNATIONAL PAPER COMPANY

                                             By:______________________________
Attest:

_____________________________

                         [Form of Reverse of Security]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of April 13, 1999 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and any coupons appertaining thereto and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to U.S.$______]. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of U.S.$______[, and as Registered Securities, without coupons, in
denominations of U.S.$_____ and any integral multiple thereof]. [As provided in
the Indenture and subject to certain limitations therein set forth, Bearer
Securities and Registered Securities of this series are exchangeable for a like
aggregate principal amount of Registered Securities of this series and of like
tenor of any authorized denominations, as requested by the Holder surrendering
the same, upon surrender of the Security or Securities to be exchanged, with
all unmatured coupons and all matured coupons in default thereto appertaining,
at any office or agency described below where Registered Securities of this
series may be presented for registration of transfer; provided, however, that
Bearer Securities sunendered in exchange for Registered Securities between a
Record Date and the relevant Interest

                                      D-6
<PAGE>


Payment Date shall be surrendered without the coupon relating to such Interest
Payment Date. Registered Securities may not be exchanged for Bearer Securities.]

     [If applicable, insert--The Securities of this series are subject to
redemption [(1)] [If applicable, insert--(1) on ______ in any year commencing
with the year and ending with the year through operation of the sinking fund
for this series at a Redemption Price equal to [insert formula for determining
the amount], and (2)] [If applicable, insert--at any time [on or after ______,
19__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentayes of the principal amount): If
redeemed [on or before, __%, and if redeemed] during the 12-month period
beginning of the years indicated,

                              Redemption                     Redemption
               Year             Price            Year          Price
               ----             -----            ----          -----




and thereafter at a Redemption Price equal to __% of the principal amount,]
[and (      )] under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [Insert formula for determining the
amount] [If the Security is interest-bearing, insert--, together in the case of
any such redemption [If applicable. insert-(whether through operation of the
sinkiny fund or othewise)] with accrued interest to the Redemption Date;
provided, however, that interest installments on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided otherwise)].]

     [If applicable, insert--The Securities of this series are subject to
redemption (1) on _________ in any year commencing with the year _______ and
ending with the year _________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________, 19__], as a whole or in
part, at the election of the Company, at the Redemption P&es for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table

                                      D-7
<PAGE>


below: If redeemed during the 12-month period beginning of the years indicated,

                                                          Redemption Price for
                                   Redemption Price         Redemption Other-
                                    for Redemption          wise Than Through
                                   Through Operation        Operation of the
          Year                    of the Sinking Fund         Sinking Fund
          ----                    -------------------         ------------



and thereafter at a Redemption Price equal to __% of the principal amount, and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to [Insert formula for determining the amount] [If
the Security is interest-bearing, insert--, together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date; provided, however, that interest
installments on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable only upon presentation and surrender of coupons
for such interest (at an office or agency located outside the United States,
except as herein provided otherwise)].] [Notwithstanding the foregoing, the
Company may not, prior to redeem any Securities of this series as contemplated
by Clause [(2)] above as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than __% per annum.]

     Subject to and upon compliance with the provisions of the Indenture
(unless previously redeemed), this Security, if submitted for redemption, is
subject to redemption, at the option of the Holder, on or after the Exchange
Date (upon any Change in Control of the Company as defined in the Indenture)
unless the Continuing Directors, as defined in the Indenture, shall have
approved such Change in Control [If applicable, insert--or the Company shall
have called the Securities for redemption at the applicable Redemption Price
for redemption at the option of the Company, in either case] on or before the
day which is ten days after such Change in Control [If applicable,
insert--(whether or not such call occurs before or after such Change in
Control)]. The Holders option so to redeem is exercisable on or before the end
of the Exercise Period specified in the notice of the Company relating to such

                                      D-8
<PAGE>


Change in Control at a Redemption Price equal to 100% of the principal amount
hereof plus accrued interest to the Redemption Date. For this Security to be
submitted for such redemption, the Company must receive at the office of one of
the Paying Agents, prior to the close of business on the last day of such
Exercise Period, this Security together with all coupons maturing after the
Redemption Date. accompanied by written notice to the Company (which shall be
substantially in the form of the [appropriate] form of notice hereon) that the
Holder hereof instructs the Company to redeem this Security. The Holder of this
Security may elect to submit for redemption by the Company such Security as a
whole but not in part. Such notice duly received shall be irrevocable.

     The Securities may be redeemed, as a whole but not in part, at the option
of the Company, at a Redemption Price determined as set forth in the preceding
paragraph [If the Security is interest-bearing, insert--, together with
interest accrued to the dale fixed for redemption,] if, as a result of any
amendment to, or change in, the laws or regulations of the United States or any
poiitical subdivision or taxing authority thereof or therein affecting
taxation, or any amendment to or change in an official interpretation or
application of such laws or regulations, which amendment or change is effective
on or after _______, 19__, the Company will become obligated to pay additional
amounts (as described on the face hereof) [If the Security is interest-bearing,
insert--on the next succeeding Interest Payment Date] [If the Security is not
to bear interest prior to Maturity, insert--at Maturity or upon the sale or
exchange of any Security] and such obligation cannot be avoided by the use of
reasonable measures available to the Company; provided. however, that (a) no
such notice of redemption may be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such additional
amounts were a payment in respect of the Securities of this series then due [If
the Security is not to bear interest prior to Maturity, insert--or were a sale
or exchange of a Security of this series then made], and (b) at the time notice
of such redemption is given, such obligation to pay such additional amounts
remains in effect. Immediately prior to the publication of any notice of
redemption pursuant to this paragraph, the Company shall deliver to the Trustee
a certificate statiny that the Company is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Company so to redeem have occurred.

                                      D-9
<PAGE>


     [If applicable******, insert--In addition, if the Company determines,
based upon a written opinion of independent counsel, that any payment made
outside the United States by the Company or any of its Paying Agents of the
full amount of principal [, premium, if any,] or interest due with respect to
any Bearer Security or coupon would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee
or other agent of the beneficial owner, or (b) which can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, at
a Redemption Price determined as set forth in the next preceding paragraph,
together with interest accrued to the date fixed for redemption, or (y) if and
so long as the conditions of the fifth paragraph on the face of this Security
are satisfied, pay the additional amounts specified in such paragraph. The
Company will make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly give notice of
such determination in the manner provided below (the "Determination Notice"),
in each case stating the effective date of such certification, identification
or other information reporting requirement, whether the Company will redeem the
Securities or will pay the additional amounts specified in such paragraph and
(if applicable) the last date by which the redemption of the Securities must
take place. If the Company elects to redeem the Securities, such redemption
shall take place on such date. not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
75 days before such date, unless shorter notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than 30 days prior to the date fixed for

---------

****** This provision will only be applicable if the Securities of the series
       are interest-bearing and generally only if the Securities bear interest
       at a fixed rate.

                                      D-10
<PAGE>


redemption, that subsequent payments would not be subject to any such
requirement. in which case the Company will notify the Trustee, which will
promptly give notice of that determination in the manner provided below, and
any earlier redemption notice will thereupon be revoked and of no further
effect. If the Company elects as provided in clause (y) above to pay additional
amounts, and as long as the Company is obligated to pay such additional
amounts, the Company may subsequently redeem the Securities, at any time, as a
whole but not in part, at a Redemption Price determined as set forth in the
next preceding paragraph, together with interest accrued to the date fixed for
redemption, but without reduction for applicable United States withholding
taxes.]

     [If applicable*******, insert--In addition, if the Company determines,
based upon a written opinion of independent counsel, that any payment made
outside the United States by the Company or any of its Paying Agents of the
full amount due with respect to any Bearer Security would, under any present or
future laws or regulations of the United States, be subject to any
certification, identification or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security who is a United States Alien (as
defined on the face hereof) (other than such a requirement (a) which would not
be applicable to a payment made by the Company or any one of its Paying Agents
(i) directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) permit any Holder of a Bearer Security to present such
Bearer Security for redemption within 90 days of notice of such redemption, at
a Redemption Price determined as set forth in the next preceding paragraph, or
(y) if and so long as the conditions of the fifth paragraph on the face of this
Security are satisfied, pay the additional amounts specified in such paragraph.
The Company will make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly give notice of
such determination in the manner provided below (the Determination Notice), in
each case stating the effective date of such certification,

---------
******* This provision will only be applicable if the Securities of the series
        are not bear interest prior to Maturity.

                                      D-11
<PAGE>


identification or other reporting requirement, whether the Company has elected
to permit redemption of the Bearer Securities or to pay the additional amounts
specified in such paragraph and (if appiicable) the last day by which the
Company may publish any notice of redemption. If the Company elects to permit
redemption of the Bearer Securities, notice of the redemption will be given not
more than 268 days following the Determination Notice and will specify the date
fixed for redemption. The Bearer Securities will be redeemed on the day 97 days
after notice of the redemption has been given. Notwithstanding the foregoing,
the Company will not permit redemption of the Bearer Securities if the
Company, based upon an opinion of independent counsel, subsequently determines,
not less than 30 days prior to the date fixed for redemption, that no payment
would be subject to any such requirement, in which case the Company will
promptly notify the Trustee, which will promptly yive notice of that
determination in the manner described below, and any earlier redemption notice
will thereupon be revoked and of no further effect.]

     [If applicable, insert--The sinking fund for this series provides for the
redemption on in each year, beginning with the year ____ and ending with the
year ____ of [not less than] U.S.$____ [("mandatory sinking fund") and not more
than U.S.$____] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due].]

     Notice of redemption will be given by publication in an Authorized
Newspaper in The City of New York and, if the Securities of this series are
then listed on [The Stock Exchange of the United Kingdom and the Republic of
lreland] [the Luxembourg Stock-Exchange] [or] any [other] stock exchange
located outside the United States and such stock exchange shall so require, in
[London] [Luxembourg] [or] in any [other] required city outside the United
States or, if not practicable, elsewhere in Europe, [and by mail to Hoiders of
Registered Securities,] not less than 30 nor more than 60 days prior to the
date fixed for redemption, all as provided in the Indenture.

     [If the Security is convertible into Common Stock of the Company, insert--
Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that,
in case this Security or any portion hereof shall be called for redemption,
such right shall terminate with respect to this Security or portion hereof, as
the case may be, so called for redemption

                                      D-12
<PAGE>


at the close of business on the date fixed for redemption as provided in the
Indenture unless the Company defaults in making the payment due upon
redemption), to convert the principal amount of this Security (or any portion
hereof which is [insert minimum denomination] or an integral multiple thereof),
into fully paid and non-assessable shares (calculated as to each conversion to
the nearest 1/100th of a share) of the Common Stock of the Company, as said
shares shall be constituted at the date of conversion, at the conversion price
of $_____ principal amount of Securities for each share of Common Stock, or at
the adjusted conversion price in effect at the date of conversion determined as
provided in the Indenture, upon surrender of this Security, together with the
conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in __________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the Trustee, duly executed by the Holder or by its duly authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption
on a Redemption Date during such period), also be accompanied by payment in
funds acceptable to the Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement of repayment and, in the case
of a conversion after the Regular Record Date next preceding any Interest
Payment Date and on or before such Interest Payment Date, to the right of the
Holder of this Security (or any Predecessor Security) of record at such Regular
Record Date to receive an installment of interest (with certain exceptions
provided in the Indenture), no adjustment is to be made of conversion for
interest accrued hereon for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any
such conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, or during the period this Security shall be convertible
as specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming
such

                                      D-13
<PAGE>


holder of Common Stock failed to exercise any rights or election and received
per share the kind and amount received per share by a plurality of non-electing
shares)[, assuming if such consolidation, merger or sale is prior to ______,
199_, that this Security was convertible at the time of such consolidation,
merger or sale at the initial conversion price specified above as adjusted from
_______, 199_, to such time pursuant to the Indenture] In the event of
conversion of this Security in part only, a new Security or Securities for the
unconverted portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.]

     [If the Security is convertible into other securities of the Company,
specify the conversion features.]

     [The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with cenain conditions set forth therein.]

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to--[insert formula for
determining the amount]. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, in any, on the Securities of this
series shall terminate.

     The Indenture permits, with certain exceptions as therein provided. the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected [If the Securities of the series are interest-bearing insert--and any
related coupons] under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time outstanding, on
behalf of the Holders of all Securities of such series [If the Securities of
the series are interest-bearing, insert--and any related coupons], to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such

                                      D-14
<PAGE>


Holder and upon all future Holders of this Security and any coupon appertaining
hereto and any Security issued in exchange hereof or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.

     As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series [If the Security is interest-bearing,
insert--or any related coupon] will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 35% in
principal amount of the Outstanding Securities of this series shall have made
written request and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof [If the
Security is interest-bearing, insert--or any related coupon] for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this Security [If the Security is interest-bearing, insert--or
payment of such coupon] on or after the respective due dates expressed herein
[If the Security is interest-bearins, insert--or in such coupon].

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [(and premium. if any)] and
[any] interest (including additional amounts, as described on the face hereof)
on this Security at the times, places and rate, and in the coin or currency,
herein prescribed.

     Title to [Bearer] Securities and coupons shall pass by delivery. [As
provided in the indenture and subject to cenain limitations therein set forth,
the transfer of Registered Securities is registerable in the Security Register,
upon surrender of a Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other office or agency of the
Company as may be designated by it in The City of New York, or, subject to any
laws or regulations appiicable thereto and to the right of the Company (limited
as provided in the Indenture) to rescind the designation of any such transfer
asent. at the [main] offices of _______ in _______, ________ in _______
________ in _______, ________ in _______ and _______ in _______, or at such
other offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing, and

                                      D-15
<PAGE>


thereupon one or more new Resistered Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]

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

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of a Bearer Security of any series [If the Securities of the
series are interest-bearing, insert--and any coupon appertaining thereto] [,
and prior to due presentment of a Registered 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
thereof for all purposes, whether or not such Security [If the Securities of
the series are interest-bearing, insert--or such couponj is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

     The Indenture, the Securities and any coupons appertaining thereto shall
be governed by and construed in accordance with the laws of the State of New
York.

     Al1 terms used in this Security which are defined in the Indenture shall
have the meaning assigned to them in the Indenture.

                                      D-16
<PAGE>


                 FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION

To: INTERNATIONAL PAPER COMPANY

     The undersigned Holder of this Security hereby irrevocably instructs the
Company to redeem this Security in accordance with the terms of the Indenture
referred to in this Security.

     The instruction is being given in exercise of the Holders option to
require redemption of this Security to the extent provided in such Indenture
upon a Chanye in Control of the Company.

Dated:_________________
                                             ______________________________
                                                         Signature

Note: Exercise of the option to require redemption is irrevocable.

                                      D-17
<PAGE>


                           FORM OF CONVERSION NOTICE

     To: INTERNATIONAL PAPER COMPANY:

     The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is U.S. $ [INSERT
MINIMUM DENOMINATION] or an integral multiple thereof) below designated, into
shares of Common Stock of the Company in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable
and deliverable upon the conversion, together with any check in payment for
fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If this Notice is being delivered on a
date after the close of business on a Regular Record Date and prior to the
opening of business on the related Interest Payment Date (unless this Security
or the portion thereof being converted has been called for redemption on a
Redemption Date within such period), this Notice is accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest payable on
such Interest Payment Date of the principal of this Security to be converted. If
shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect hereto. Any amount
required to be paid by the undersigned on account of interest accompanies
this Security.

Principal Amount to be Converted
  (in an integral multiple of
  U.S.$_____ [INSERT MINIMUM
  DENOMINATION], if less than all):
  U.S.$_______

Dated:__________________
                                        ______________________________________
                                        Signature(s) must be guaranteed by a
                                        commercial bank or trust company or a
                                        member firm of a national stock
                                        exchange if shares of Common Stock are
                                        to be delivered, or Securities to be
                                        issued, other than to and in the name
                                        of the registered owner.

                                      D-18
<PAGE>


                                        ______________________________
                                              Signature Guaranty

     Fill in for registration of shares of Common Stock and Security if to be
issued othewise than to the reyistered holder.

______________________________          Social Security or other
(NAME)                                  Taxpayer Identification Number

                                        _______________________________
______________________________
(ADDRESS)

______________________________
PLEASE PRINT NAME AND
ADDRESS (INCLUDING ZIP
CODE NUMBER)

     [The above Conversion Notice is to be modified, as appropriate, for
conversion into other securities of the Company.]

                                      D-19
<PAGE>


                            [Form of Face of Coupon]

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1954, AS
AMENDED

                                                                 ______________
INTERNATIONAL PAPER COMPANY                                   U.S.$____________
                                                              CUSIP NO.________
                                                              Due______________

     Unless the Security to which this coupon appertains shall have been called
for previous redemption and payment thereof duly provided for on the date set
forth hereon, International Paper Company (herein called the "Company") will
pay to bearer, upon surrender hereof, the amount shown hereon (together with
any additional amounts in respect thereof which the Company may be required to
pay according to the terms of said Security and the Indenture referred to
therein) at the Paying Agents set out on the reverse hereof or at such other
offices or agencies (which, except as othenvise provided in the Security to
which this coupon appertains, shall be located outside the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the United
States)) as the Company may designate from time to time, at the option of the
Holder, by United States dollar check drawn on a bank in The City of New York
or by transfer of United States dollars to an account maintained by the payee
with a bank located outside the United States, being [one year's] interest then
payable on said Security.

                                        INTERNATIONAL PAPER COMPANY

                                        By:___________________________________

                                      D-20
<PAGE>


                              [Reverse of Coupon]********

                              _______________________________

                              _______________________________

                              _______________________________

                              _______________________________

                              _______________________________

---------
******** Insert names and addresses of initial Paying Agents located outside
         the United States.

                                      D-2
<PAGE>


                                   EXHIBIT E

                            [Forms of Certification]

                                  EXHIBIT E.1
                      [Form of Certificate to Be Given By
                  Person Entitled to Receive Bearer Security]

                                  CERTIFICATE

                                   ---------

                    [Insert title or sufficient description
                        of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States Person, or for offer to resell or
for resale directly or indirectly to a United States Person or any person
inside the United States, or, if a beneficial interest in the Securities is
being acquired by or on behalf of a United States Person, that such United
States Person is a financial institution within the meaning of Section
1.165-12(c)(l)(v) of the United States Treasury Regulations or is acquiring
through such financial institution, and in either case the financial institu-
tion agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986, as amended. and the regulations
thereunder, and is not purchasing for offer to resell or for resale inside the
United States. If the undersigned is a dealer, the undersigned agrees to
obtain a similar certificate from each person entitled to delivery of any of
the above-captioned Securities in bearer form purchased from it; provided,
however, that if the undersigned has actual knowledge that the information
contained in such a certificate is false, (and, absent documentary evidence
that the beneficial owner of such Security is not a United States Person, it
will be deemed to have actual knowledge that such beneficial owner, other than
a financial institution described above, is a United States Person if it has a
United States address for such beneficial owner), the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, and "United

<PAGE>


States" means the United States of America (including the States and the
District of Columbia), its territories and its possessions.

     We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

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

Dated:___________, 19__
[To be dated on or after
______________, 19__
(the date determined as provided
in the Indenture)]

                                   [Name of Person Entitled to
                                   Receive Bearer Security]

                                   _________________________________________
                                               (Authorized Signatory)
                                   Name:
                                   Title:

                                     E-1-2

<PAGE>


                                  EXHIBIT E.2

         [Form of Certificate to Be Given by Euro-Clear and Cede1 S.A.
  in Connection with the Exchange of a Portion of a Temporary Global Security]

                                  CERTIFICATE

                    [Insert title or sufficient description
                        of Securities to be delivered]

     This is to certify with respect to $          principal amount of the
abovecaptioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion
of the pan submitted herewith for exchanye are no longer true and cannot be
relied upon as of the date hereof.

Dated:__________, 19__
 [To be dated no earlier
 than the Exchange Date]

                                   [MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK, Brussels
                                   Office, as Operator of the Euro-clear System]
                                   [Cede1 S.A.]

                                   By:_______________________________________
<PAGE>


                                  EXHIBIT E.3

          [Form of Certificate to Be Given by Euro-Clear and Cede1 S.A
                 to Obtain Interest Prior to an Exchange Date]

                                  CERTIFICATE

                                   ---------

             [Insert title or sufficient description of Securities]

     We confirm that the interest payable on the Interest Payment Date on
[Insert Date] will be paid to each of the persons appearing in our records as
being entitled to interest payable on such date from whom we have received a
written certification, dated not earlier than such Interest Payment Date,
substantially in the form attached hereto. We undertake to retain certificates
received from our member organizations in connection herewith for four years
from the end of the calendar year in which such certificates are received.

     We undertake that any interest received by us and not paid as provided
above shall be returned to the Trustee for the above Securities immediately
prior to the expiration of two years after such Interest Payment Date in order
to be repaid by such Trustee to the above issuer at the end of two years after
such Interest Payment Date.

Dated:_____________, 19__
[To be dated on or after the
relevant Interest Payment Date]

                                   [MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK, Brussels
                                   Office, as Operator of the Euro-clear System]
                                   [Cede1 S.A.]

                                   By:______________________________________
<PAGE>


                                  EXHIEHT E.4

            [Form of Certificate to Be Given by Beneficial Owners to
                  Obtain Interest Prior to an Exchange Date]

                                  CERTIFICATE

             [Insert title or sufficient description of Securities]

     This is to certify that as of the Interest Payment Date on [Insert date]
and except as provided in the third paragaph hereof, none of the
above-captioned Securities held by you for our account was beneficially owned
by a United States Person or, if any of such Securities held by you for our
account were beneficiaIly owned by a United States Person, such United States
Person either provided an Internal Revenue Service Form W-9 with respect to
such interest payment or certified with respect to such interest payment that
it was an exempt recipient as defined in Section 1 60494(c)(l)(ii) of the
United States Treasury Regulations.

     As used herein, "United States Person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardIess
of its source, and United States means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

     This certificate excepts and does not relate to U.S.$______ principal
amount of the above-captioned Securities appearing in your books as being held
for our account as to which we are not yet able to certify and as to which we
understand interest cannot be credited unless and until we are able so to
certify.

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


Dated:____________, 19__
[To be dated on or after the
relevant Interest Payment Date]

                              [Name of Person Entitled to Receive Interest]

                              _____________________________________________
                                             (Authorized Signatory)
                              Name:
                              Title:

                                     E-4-2