EXHIBIT 4.1

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                               TEXACO CAPITAL INC.

                                     Issuer

                                       and

                                   TEXACO INC.

                                    Guarantor

                                       and

                            THE CHASE MANHATTAN BANK
                             (NATIONAL ASSOCIATION)

                                   as Trustee
                                   -----------

                               First Supplemental

                                    Indenture

                          Dated as of January 31, 1990

                           Supplementing and Restating
                                  The Indenture

                           Dated as of August 24, 1984
                                   -----------

                            Providing for issuance of
                      Guaranteed Debt Securities in Series


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<PAGE>

<TABLE>
<CAPTION>

                              CROSS-REFERENCE TABLE

<S>                                                                                 <C>
    TIA Section                                                                     Indenture Section
    310(a)(1).................................................................      7.10
        (a)(2) ...............................................................      7.10
        (a)(3) ...............................................................      N.A.
        (a)(4) ...............................................................      N.A.
        (b)...................................................................      7.08; 7.10; 10.02
        (c)...................................................................      N.A.
    311(a) ...................................................................      7.11
        (b)...................................................................      7.11
        (c)...................................................................      N.A.
    312(a) ...................................................................      2.08
        (b) ..................................................................      10.03
        (c)...................................................................      10.03
    313(a)....................................................................      7.06
        (b)( l ) .............................................................      N.A.
        (b)(2) ...............................................................      7.06
        (c) ..................................................................      10.02
        (d)...................................................................      7.06
    314(a)....................................................................      4.07; 10.02
        (b)...................................................................      N.A.
        (c)(l)................................................................      10.04
        (c)(2)................................................................      10.04
        (c)(3)................................................................      N.A.
        (d)...................................................................      N.A.
        (e)...................................................................      10.05
        (f)...................................................................      N.A.
    315(a)....................................................................      7.01 (b)
        (b)...................................................................      7.05; 10.02
        (c)...................................................................      7.01 (a)
        (d)...................................................................      7.01(c)
        (e)...................................................................      6.11
    316(a) (last sentence)....................................................      2.13
        (a)( l )(A)...........................................................      6.05
        (a)( l )(B)...........................................................      6.04
        (a)(2)................................................................      N.A.
        (b)...................................................................      6.07
    317(a)(1).................................................................      6.08
        (a)(2)................................................................      6.09
        (b)...................................................................      2.07
    318(a)....................................................................      10.01

<FN>
                           N.A. means Not Applicable.
</FN>

</TABLE>

<PAGE>



                                        i

                                             TABLE OF CONTENTS
<TABLE>
<CAPTION>

 Article    Section                                     Heading                                      Page
 -------    -------                                     -------                                      ----
    1                                  DEFINITIONS AND INCORPORATION BY REFERENCE
<S>          <C>      <C>                                                                             <C>
             1.01     Definitions................................................................      1
             1.02     Other Definitions..........................................................      3
             1.03     Incorporation by Reference of Trust Indenture Act..........................      4
             1.04     Rules of Construction......................................................      4

    2                                                THE SECURITIES
             2.01     Issuable in Series ........................................................      4
             2.02     Establishment of Terms of Series of Securities ............................      5
             2.03     Unconditional Guarantee ...................................................      6
             2.04     Documents Required for Issuance of a Series of Securities .................      7
             2.05     Execution and Authentication ..............................................      8
             2.06     Registrar and Paying Agent.................................................      9
             2.07     Paying Agent to Hold Money in Trust........................................      9
             2.08     Depositary and Global Security.............................................      9
             2.09     Securityholder Lists.......................................................     11
             2.10     Transfer and Exchange .....................................................     11
             2.11     Replacement Securities ....................................................     11
             2.12     Outstanding Securities ....................................................     12
             2.13     Treasury Securities........................................................     12
             2.14     Temporary Securities.......................................................     12
             2.15     Cancellation...............................................................     12
             2.16     Defaulted Interest.........................................................     13

    3                                                  REDEMPTION
             3.01     Notice to Trustee..........................................................     13
             3.02     Selection of Securities to be Redeemed.....................................     13
             3.03     Notice of Redemption.......................................................     13
             3.04     Effect of Notice of Redemption.............................................     14
             3.05     Deposit of Redemption Price................................................     14
             3.06     Securities Redeemed in Part................................................     14

    4                                                  COVENANTS
             4.01     Certain Definitions........................................................     14
             4.02     Payment of Securities......................................................     16
             4.03     Limitation on Liens........................................................     16
             4.04     Limitation on Sale and Leaseback...........................................     17
             4.05     No Lien Created, etc.......................................................     18
             4.06     Compliance Certificate.....................................................     18
             4.07     SEC Reports................................................................     18

</TABLE>


<PAGE>



                                       ii

<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

 Article    Section                                     Heading                                      Page
 -------    -------                                     -------                                      ----

    5                                            SUCCESSOR CORPORATION
<S>          <C>      <C>                                                                             <C>
           5.01       When Company May Merge, etc................................................     19
           5.02       When Securities Must Be Secured. ..........................................     19

    6                                            DEFAULTS AND REMEDIES
           6.01       Events of Default .........................................................     19
           6.02       Acceleration ..............................................................     20
           6.03       Other Remedies.............................................................     21
           6.04       Waiver of Past Defaults....................................................     21
           6.05       Control by Majority........................................................     21
           6.06       Limitation on Suits........................................................     21
           6.07       Rights of Holders to Receive Payment.......................................     22
           6.08       Collection Suit by Trustee.................................................     22
           6.09       Trustee May File Proofs of Claim...........................................     22
           6.10       Priorities.................................................................     22
           6.11       Undertaking for Costs......................................................     23

    7                                                   TRUSTEE
           7.01       Duties of Trustee..........................................................     23
           7.02       Rights of Trustee..........................................................     24
           7.03       Individual Rights of Trustee...............................................     24
           7.04       Trustee's Disclaimer.......................................................     25
           7.05       Notice of Defaults.........................................................     25
           7.06       Reports by Trustee to Holders .............................................     25
           7.07       Compensation and Indemnity ................................................     25
           7.08       Replacement of Trustee.....................................................     26
           7.09       Successor Trustee by Merger, etc...........................................     27
           7.10       Eligibility: Disqualification..............................................     27
           7.11       Preferential Collection of Claims Against Company .........................     27

    8                                            DISCHARGE OF INDENTURE
           8.01       Termination of Company's Obligations ......................................     27
           8.02       Application of Trust Money.................................................     28
           8.03       Repayment to Company.......................................................     28

</TABLE>


<PAGE>




                                                    iii
<TABLE>
<CAPTION>

                                             TABLE OF CONTENTS

 Article    Section                                     Heading                                      Page
 -------    -------                                     -------                                      ----

    9                                            AMENDMENTS and WAIVERS
<S>          <C>      <C>                                                                             <C>
           9.01       Without Consent of Holders.................................................     29
           9.02       With Consent of Holders....................................................     29
           9.03       Limitations................................................................     29
           9.04       Compliance with Trust Indenture Act........................................     30
           9.05       Revocation and Effect of Consents..........................................     30
           9.06       Notation on or Exchange of Securities......................................     30
           9.07       Trustee Protected..........................................................     30

   10                                                MISCELLANEOUS
           10.01      Trust Indenture Act Controls...............................................     30
           10.02      Notices....................................................................     30
           10.03      Communication by Holders with Other Holders................................     31
           10.04      Certificate and Opinion as to Conditions Precedent.........................     31
           10.05      Statements Required in Certificate or Opinion..............................     32
           10.06      Rules by Trustee and Agents................................................     32
           10.07      Legal Holidays.............................................................     32
           10.08      Governing Law..............................................................     32
           10.09      No Adverse Interpretation of Other Agreements..............................     32
           10.10      No Recourse Against Others.................................................     32
           10.11      Liability Regarding Global Security........................................     33
           10.12      Duplicate Originals........................................................     33

</TABLE>

SIGNATURES

<PAGE>





        THIS FIRST  SUPPLEMENTAL  INDENTURE dated as of January 31, 1990,  among
TEXACO CAPITAL INC., a Delaware corporation ("company"), TEXACO INC., a Delaware
corporation  ("Guarantor") and The Chase Manhattan Bank (National  Association),
as Trustee ("Trustee").

                                    RECITALS

        The Company,  the Guarantor and the Trustee are parties to an Indenture,
dated as of August 24, 1984 (the "Original Indenture"), relating to the issuance
from  time to time by the  Company  of its  Debt  Securities  guaranteed  by the
Guarantor on terms to be specified  at the time of issuance.  Capitalized  terms
herein,  not otherwise  defined,  shall have the same meanings given them in the
Original Indenture.

        The Company and the Guarantor have requested the Trustee to join with it
in the execution and delivery of this First  Supplemental  Indenture in order to
provide for the issuance of global  Securities  in either  registered  or bearer
form or in either  temporary  or global  form,  to provide  for the  issuance of
Securities  in  currencies  other  than  Dollars,  and  to  make  certain  minor
adjustments.

        Section 9.01(3) of the Original  Indenture  provides that a supplemental
indenture  may be entered into by the Company,  the  Guarantor  and the Trustee,
without the consent of any Holders of Securities, to add to or change any of the
provisions of the Original  Indenture to the extent necessary to make any change
that does not adversely affect the rights of any Securityholder.

        The  Company  and  the  Guarantor  have   determined   that  this  First
Supplemental  Indenture complies with said Section 9.01 and does not require the
consent of any Holders of Securities. On the basis of the foregoing. the Trustee
has determined that this First Supplemental Indenture is in form satisfactory to
it.

        All things necessary to make this First  Supplemental  Indenture a valid
agreement of the Company, the Guarantor and the Trustee and a valid amendment of
and supplement to the Original Indenture have been done.

        Each party  agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture to  supplement  and restate the Original  Indenture in its entirety as
follows:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.
        "Affiliate'  means any person  directly  or  indirectly  controlling  or
controlled by or under direct or indirect common control with the Company or the
Guarantor.

        "Agent" means any Authenticating Agent, Paying Agent or Registrar.

         "Board of  Directors"  means,  with  respect to the  Company. the Board
of  Directors  of the Company or, with  respect to the  Guarantor,  the Board of
Directors or the Executive Committee of the Board of Directors of the Guarantor.

<PAGE>
                                       2

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

        "Company" means the party named as such above until a successor replaces
it and thereafter means the successor.

        "Default"  means any event which is, or after  notice or passage of time
would be, an Event of Default.

        "Depositary"  means,  with  respect  to the  Securities  of  any  series
issuable or issued in the form of a Global  Security,  the person  designated as
Depositary  by the  Company  pursuant  to  Section  2.02(14)  until a  successor
Depositary shall have become such pursuant to the applicable  provisions of this
Indenture.  and thereafter "Depositary" shall mean or include each person who is
then a  Depositary  hereunder,  and if at any time  there is more  than one such
person.  "Depositary"  as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Securities of that series.

        "Dollars" means the coin or currency of the United States as at the time
of payment is legal tender for payment of public and private debts.

        "ECU" means the European  Currency Unit as defined and revised from time
to time by the Council of European Communities.

        "Foreign  Currency"  means a  currency  issued  by the  government  of a
country other than the United States.

        "Global Security" means a Security issued to evidence all or a part of a
series of Securities in accordance with Section 2.02(14).

        "Guaranty"  means the  guarantee  of the Company s  obligations  under a
Security, by the Guarantor, as endorsed on a Security.

        "Guarantor"  means  the  party  named as such  above  until a  successor
replaces it and thereafter means the successor.

        "Holder" or "Securityholder" means a person in whose name a  Security is
registered.

        "Indenture" means the Original Indenture,  as supplemented by this First
Supplemental Indenture, all as may be amended from time to time.

        "Officer"  means,  with respect to either the Company or the  Guarantor,
the Chairman of the Board, the Vice Chairman, the President, any Vice President,
the Treasurer, the Comptroller or the Secretary.

         "Officers'  Certificate"  means a certificate signed by two Officers or
by an Officer and a Deputy,  Associate  or  Assistant  Treasurer,  Secretary  or
Comptroller of the Company or the Guarantor.

<PAGE>
                                       3
 
       "Opinion of Counsel"  means a written  opinion of legal  counsel for the
Company or the Guarantor who may be an Officer or employee of the Company or the
Guarantor.

        "Order"  means an order  signed by two  Officers or by any Officer and a
Deputy,  Associate  or Assistant  Treasurer,  Secretary  or  Comptroller  of the
Company or the Guarantor directed to the Trustee.

        "Original Issue Discount Security" means any Security which provides for
an amount less than the stated  principal  amount  thereof to be due and payable
upon  declaration of  acceleration of the maturity  thereof  pursuant to Section
6.02.

        "Registered  Securities" means Securities which are issued in registered
form without coupons.

        "SEC" means the Securities and Exchange Commission.

        "Series" or "Series of Securities"  means the Series of debt security of
the Company established pursuant to Section 2.02 and authenticated and delivered
under the Indenture.

        "Securities"   means  the   debentures,   notes  or  other  evidence  of
indebtedness of the Company of any Series  established  pursuant to Section 2.02
and authenticated and delivered under this Indenture.

        "TIA"   means  the   Trust   Indenture   Act  of  1939  (IS  U.S.   Code
ss.ss.77aaa-77bbbb) as in effect on the date shown above.

        "Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor.

        "Trust  Officer"  means the Chairman of the Board,  the President or any
other  officer or  assistant  officer of the Trustee  assigned by the Trustee to
administer its corporate trust matters.

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                      Term                                                      Defined In ss.
                      ----                                                      --------------
<S>                                                                                    <C> 
                      "Attributable Debt"                                               4.01
                      "Authenticating Agent"                                            2.05
                      "Bankruptcy Law"                                                  6.01
                      "Capital Stock"                                                   4.01
                      "Consolidated Net Tangible Assets"                                4.01
                      "Custodian"                                                       6.01
                      "Debt"                                                            4.01
                      "Event Of Default"                                                6.01
                      "Improvements"                                                    4.01
                      "Legal Holiday"                                                  10.07
                      "Lien"                                                            4.01
                      "Long-Term Debt"                                                  4.01
                      "Outstanding"                                                     2.12
                       "Paying Agent"                                                   2.06
</TABLE>

<PAGE>

                                       4
<TABLE>
<CAPTION>
                      Term                                                      Defined In ss.
                      ----                                                      --------------
<S>                                                                                    <C> 
                      "Principal Property                                               4.01
                      "Principal Subsidiary"                                            4.01
                      "Registrar"                                                       2.06
                      "Sale-Leaseback Transaction"                                      4.01
                      "Subsidiary"                                                      4.01
                      "United States"                                                   4.01
                      "U.S. Government Obligations"                                     8.01
                      "Voting Stock"                                                    4.01
</TABLE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
        Whenever this Indenture  refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

               "Commission" means the SEC.

               "indenture securities" means the Securities.

               "indenture security holder" means a Securityholder.

               "indenture to be qualified" means this Indenture.

               "indenture trustee" or "institutional trustee" means the Trustee.

               "obligor" on the indenture securities means the Company  and  the
               Guarantor.

        All other  terms  used in this  Indenture  that are  defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them.


SECTION 1.04. Rules of Construction.
        Unless the context otherwise requires:

        1)   a term has the meaning assigned to it;

        2)   an accounting term not otherwise defined has  the meaning  assigned
             to it in accordance with generally accepted  accounting principles;

        3)   "or" is not exclusive; and

        4)   words in the singular include the plural, and in the plural include
             the singular.

        5)   words in the masculine include the  feminine, and  in  the feminine
             include the masculine.


<PAGE>

                                       5

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01. 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.  All  Securities  of a  Series  shall be  identical  in all
respects except Securities of serial maturities which may differ with respect to
maturity date, interest rate and redemption price. Securities may differ between
Series in respect of any matters.  All Series of Securities shall be equally and
ratably entitled to the benefits of this Indenture.

SECTION 2.02. Establishment of Terms of Series of Securities.
        At or prior to the  issuance of a Series of  Securities,  there shall be
established by an indenture supplemental hereto, or by a Board Resolution of the
Company  or, if the  authority  has been  delegated  previously  by the Board of
Directors  of the  Company to an Officer,  by an  Officers'  Certificate  of the
Company:

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

        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 Sections 2.10,  2.11 or
            2.14);

        3)  if other than Dollars, the  coin or currency in which the Securities
            of that series are  denominated  (including, but not limited to, any
            Foreign Currency or ECU);

        4)  the date or dates on  which the principal and  the premium, if any,
            of the Securities of the Series are payable;

        5)  if the  Securities of the Series are to bear  interest,  the rate or
            rates  thereof,  the date or dates from which  such  interest  shall
            accrue,  the dates on which such  interest  shall be payable and the
            record date for the interest payable on any interest payment date or
            the  method by which  such  rate or rates or date or dates  shall be
            determined;

        6)  the  place  or  places  where  the  principal  and  the  premium and
            interest, if any, on the  Securities of the Series shall be payable;

        7)  the period or periods within which,  the  price or  prices  at which
            and the terms and conditions upon which the Securities of the Series
            may be redeemed, in whole or in part, at the option of the Company;

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


<PAGE>

                                        6

        9)  if Registered  Securities are  to  be issued in denominations  other
            than denominations of $1,000 and any integral multiple  thereof, the
            denominations  in  which  the  Securities of  the  Series  shall  be
            issuable;

        10) if other  than the  principal  amount  thereof,  the  portion of the
            principal  amount of the  Securities  of the Series  which  shall be
            payable upon  declaration of  acceleration  of the maturity  thereof
            pursuant to Section 6.02;

        11) if other than the coin or currency in which the  Securities  of that
            series are denominated, the coin or currency in which payment of the
            principal of or interest on the  Securities  of such series shall be
            payable;

        12) if the principal of or interest on the Securities of such Series are
            to be payable,  at the election of the Company or a Holder  thereof,
            in a coin or currency  other than that in which the  Securities  are
            denominated,  the period or periods within which,  and the terms and
            conditions upon which, such election may be made;

        13) if the  amount of  payments  of  principal  of and  interest  on the
            Securities  of the series may be  determined  with  reference  to an
            index  based on a coin or  currency  other  than  that in which  the
            Securities of the Series are  denominated,  the manner in which such
            amounts shall be determined;

        14) whether the  Securities of the Series shall be issued in whole or in
            part in the  form of a  Global  Security  and,  in  such  case,  the
            Depositary  for such Global  Security  and whether  such global form
            shall be permanent or temporary;

        15)  any other terms of the Securities of  the  Series  not inconsistent
             with the provisions of this Indenture;

        16)  the form  of  the  Securities  of  the  Series  and  the  Trustee's
             certificate of authentication;

             and

        17)  if other than the Trustee, the name of the trustee, and any Agents.

SECTION 2.03. Unconditional Guarantee.
        The  Guarantor  unconditionally  guarantees to each Holder of a Security
and the Trustee,  the due and punctual  payment of principal and the premium and
interest,  if any,  on such  Security  when the same  becomes  due and  payable,
whether at maturity or upon  redemption,  declaration or otherwise and agrees to
pay the same if the  Company  fails to do so. The  Guarantor's  obligations  are
absolute and unconditional.  The Guarantor shall not be entitled to enforce,  or
to receive any payments arising out of or based upon a right of subrogation with
respect  to any  amounts  paid by the  Guarantor  to the Holder of any Series of
Securities  until  principal  and the  premium  and  interest,  if  any,  on all
Securities of that Series shall have been paid in full or payment  provided for.
The  Guarantor's  guaranty  shall be endorsed on all  Securities and executed as
herein provided.

<PAGE>
                                       7

SECTION 2.04. Documents Required for Issuance of a Series of Securities.
        The  Securities of a Series may be executed by the Company and delivered
to the  Trustee  at any  time  and  the  principal  amount  specified  shall  be
authenticated  by the Trustee and delivered in  accordance  with an Order of the
Company and the Guarantor upon receipt by the Trustee of the following:

        1)  an  Opinion  of Counsel  to the  effect  that:  (i) all  instruments
            furnished the Trustee  conform to the  requirements of the Indenture
            and constitute  sufficient authority for the Trustee to authenticate
            and deliver the  Securities of the Series;  (ii) the Company has the
            corporate power and authority to issue and deliver the Securities of
            the Series; (iii) the issuance and delivery of the Securities of the
            Series have been  authorized by all requisite  corporate  action and
            the Securities of the Series have been executed and delivered by the
            Company;  (iv) the  Securities  of the Series are valid and  legally
            binding  obligations of the Company  entitled to the benefits of the
            Indenture equally and ratably with all other Securities  theretofore
            issued and then outstanding  under the Indenture and are enforceable
            against  the  Company  in  accordance  with  their  terms  except as
            enforceability  may be limited by  bankruptcy,  insolvency  or other
            similar laws  affecting  the  enforcement  of  creditors'  rights in
            general; and (v) the amount of Securities then Outstanding under the
            Indenture, including the Series of Securities being issued, will not
            exceed the amount at the time permitted by law;

        2)  an Opinion of Counsel for the Guarantor to the effect that:  (i) the
            Guarantor  has the  corporate  power and  authority  to execute  and
            deliver the Guaranties and to undertake the obligations set forth in
            the Guaranty;  (ii) the Guaranties  endorsed on the Securities  have
            been duly authorized by all requisite corporate action and have been
            endorsed  on  the  Securities  by  the  Guarantor;   and  (iii)  the
            Guaranties  endorsed  on the  Series  of  Securities  are  valid and
            legally  binding  obligations  of  the  Guarantor  entitled  to  the
            benefits  provided by the  Indenture  equally  and ratably  with all
            other  Guaranties   theretofore  executed  and  delivered  and  then
            outstanding   under  the  Indenture  and  enforceable   against  the
            Guarantor in  accordance  with their terms except as  enforceability
            may be limited  by  bankruptcy,  insolvency  or other  similar  laws
            affecting the enforcement of creditors' rights in general;

        3)  an Officers'  Certificate of the Company stating that the Company is
            not in  default  under  the  Indenture  and that the  execution  and
            delivery  of the  Series of  Securities  will not  conflict  with or
            result in a violation of the Certificate of Incorporation or By-Laws
            of  the  Company  or of  any  agreement,  instrument,  order,  writ,
            judgment  or decree to which the  Company is a party or is  subject;
            and that all conditions precedent provided in the Indenture relating
            to the execution and delivery of the Series of Securities  have been
            complied with;

<PAGE>
                                       8


        4)  an Officers' Certificate of the Guarantor stating that the Guarantor
            is not in default  under this  Indenture  and that the execution and
            delivery of the  Guaranties  will not  conflict  with or result in a
            violation  of the  Certificate  of  Incorporation  or By-Laws of the
            Guarantor or of any agreement,  instrument, order, writ, judgment or
            decree to which the Guarantor is a party or is subject; and that all
            conditions  precedent  provided  in the  Indenture  relating  to the
            execution and delivery of the Guaranties have been complied with;

        5)  a certified copy of a Board Resolution of the Company,  an Officers'
            Certificate of the Company or  an executed  copy  of  a supplemental
            indenture, as required by Section 2.02, establishing  the  terms  of
            the Securities of the Series; and

        6)   such other documents as the Trustee may reasonably require.

        The Trustee shall have the right to decline to authenticate  and deliver
any  Securities  under this  section if the Trustee,  being  advised by counsel,
determines that such action may not lawfully be taken by the Company;  or if the
Trustee in good faith by action of its board of directors, or board of trustees,
executive  committee,  or a trust  committee  of  directors or trustees or Trust
Officers  determines  that such  action  would  expose the  Trustee to  personal
liability to existing Holders.

SECTION 2.05. Execution and Authentication.
        Securities  shall  be  executed  by two  Officers  for the  Company  and
Guaranties  shall be executed by an Officer for the Guarantor.  Signatures shall
be facsimile or manual.

        If the person  whose  signature  is on a Security  no longer  holds that
office at the time the Security is  authenticated,  the Security  shall be valid
nevertheless.

        The Trustee may appoint an authenticating agent ("Authenticating Agent")
to authenticate Securities.  An Authenticating Agent may authenticate Securities
whenever  the  Trustee  may  do  so.  Each   reference  in  this   Indenture  to
authentication by the Trustee includes authentication by such Agent.

        A  Security  or a  Guaranty  shall not be valid  until the  Security  is
authenticated by the manual signature of the Trustee or an Authenticating Agent.
The manual  signature  shall be  conclusive  evidence that the Security has been
authenticated under this Indenture. Each Security shall be dated the date of its
authentication.

<PAGE>
                                       9

SECTION 2.06. Registrar and Paying Agent.
        The Company shall  maintain an office or agency where  Securities may be
presented  for  registration  of transfer or for exchange  ("Registrar")  and an
office or agency  where  Registered  Securities  may be  presented  for  payment
("Paying  Agent").  The Registrar shall keep a separate register with respect to
each Series of Registered  Securities and of their transfers and exchanges.  The
Company may appoint one or more  co-registrars and one or more additional paying
agents for each Series of Registered  Securities.  The term "Registrar" includes
any  co-registrar  and the term "Paying  Agent" includes any  additional  paying
agent.  The  Company  shall  notify the  Trustee of the name and  address of any
Registrar or Paying Agent not a party to this Indenture. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such.

        The  Company  initially  appoints  the  Trustee  as Registrar and Paying
Agent.

SECTION 2.07. Paying Agent to Hold Money in Trust.
        The Company shall require each Paying Agent, other than the Trustee,  to
agree in writing  that the Paying  Agent will hold in trust,  for the benefit of
Holders of a Series of Securities  or the Trustee,  all money held by the Paying
Agent for the payment of principal and the premium and interest,  if any, on the
Series of Securities,  and will notify the Trustee of any default by the Company
in making  any such  payment.  If the  Company  acts as Paying  Agent,  it shall
segregate  the money and hold it as a separate  trust  fund.  The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
doing so the Paying Agent shall have no further liability for the money.

SECTION 2.08. Depositary and Global Security.
        If the Company  shall  establish  Securities of a series to be issued in
the form of one or more  Global  Securities,  then (i) the  aggregate  principal
amount  Outstanding  of such series shall be  represented  by one or more Global
Securities;  (ii) the Global  Security  shall be  registered  in the name of the
Depositary for such Global Security or the nominee of such Depositary; (iii) the
Global Security shall be delivered by the Trustee to such Depositary or pursuant
to such  Depositary's  instruction  and (iv) the  Global  Security  shall bear a
legend  substantially  to the  following  effect:  "UNLESS THIS  CERTIFICATE  IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS
AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE
ISSUED IS REGISTERED  IN THE NAME OF A NOMINEE OF SUCH  DEPOSITARY OR SUCH OTHER
NAME AS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY  AND ANY
PAYMENT IS MADE TO A NOMINEE OF SUCH DEPOSITARY,  ANY TRANSFER,  PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS  WRONGFUL  SINCE THE
DEPOSITARY, AS REGISTERED OWNER HEREOF, HAS AN INTEREST HEREIN."

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

        If at any time the  Depositary  for the  Global  Securities  of a series
notifies the Company that it is unwilling or unable to continue as Depositary or
if at any time the  Depositary  shall no longer be eligible  under this  Section
2.08, the Company shall appoint a successor Depositary

<PAGE>
                                       10
with respect to the  Securities for such series.  If a successor  Depositary for
the  Securities  of such series is not  appointed by the Company  within 90 days
after the Company  receives such notice or becomes aware of such  ineligibility,
the  Company's  election  to issue that  series of  Securities  in the form of a
Global  Security shall no longer be effective with respect to the Securities for
such series and the Company will  execute,  and the Trustee,  upon receipt of an
Order for the  authentication  and  delivery of  definitive  Securities  of such
series,  will  authenticate and deliver  Securities of such series in definitive
form in an  aggregate  principal  amount  equal to the  principal  amount of the
Global Security representing such series in exchange for such Global Security.

        The Company may at any time and in its sole  discretion  determine  that
the Securities of any series issued in the form of one or more Global Securities
shall no  longer be  represented  by such  Global  Security.  In such  event the
Company  will  execute,  and the  Trustee,  upon  receipt  of an  Order  for the
authentication  and  delivery of  definitive  Securities  of such  series,  will
authenticate and deliver, Securities of such series in definitive form and in an
aggregate  principal amount equal to the principal amount of the Global Security
representing such series in exchange for such Global Security.

        If specified  by the Company  pursuant to Section 2.02 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global  Security for such series of Securities in exchange in whole or in part
for  Securities  of such series of like tenor and terms and  definitive  form on
such terms are  acceptable  to the Company and such  Depositary.  Thereupon  the
Company shall execute,  and the Trustee shall authenticate and deliver,  without
service charge,  (i) to each person  specified by such Depositary a new Security
of the same series,  of like tenor and terms and of any authorized  denomination
as  requested  by such  person in  aggregate  principal  amount  equal to and in
exchange for such person's beneficial interest in the Global Security;  and (ii)
to such  Depositary  a new  Global  Security  of like  tenor  and terms and in a
denomination  equal to the difference,  if any,  between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.

        In any exchange  provided for in any of the  preceding  paragraphs,  the
Company will execute and the Trustee will authenticate and deliver Securities in
definitive  registered form in authorized  denominations  without charge and the
Trustee  shall  authenticate  and deliver,  in exchange for each portion of such
Global Security,  an equal aggregate  principal amount of definitive  Registered
Securities of the same series of authorized  denominations and of like tenor and
terms as the portion of such temporary Global Security to be exchanged. Upon any
exchange of a part of such Global Security for definitive Registered Securities,
the portion of the principal  amount and any interest thereon so exchanged shall
be endorsed on a schedule  to such  temporary  Global  Security,  whereupon  the
principal amount and interest payable with respect to such Global Security shall
be reduced for all purposes by the amount so exchanged and endorsed.

SECTION 2.09. Securityholder Lists.
        The  Trustee  shall  preserve  in as  current  a form  as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Securityholders  of  each  Series  of  Securities.  If the  Trustee  is not  the
Registrar, the Company shall furnish to the Trustee on or before each

<PAGE>
                                       11

interest  payment  date and at such other  times as the  Trustee  may request in
writing a list in such form and as of such date as the  Trustee  may  reasonably
require of the names and addresses of  Securityholders  of each  Securities of a
Series.

SECTION 2.10. Transfer and Exchange.
        Where  Registered  Securities of a Series are presented to the Registrar
with a request to register  transfer or to exchange them for an equal  principal
amount of Registered Securities of the same Series and date of maturity of other
denominations, the Registrar shall register the transfer or make the exchange if
its  requirements  for  such  transactions  are met.  To  permit  transfers  and
exchanges, the Trustee shall authenticate Securities at the Registrar's request.
The Company may charge a reasonable fee for any transfer or exchange but not for
any exchange pursuant to Sections 2.14, 3.06 or 9.06.

SECTION 2.11. Replacement Securities.
        If the  Holder of a Security  claims  that the  Security  has been lost,
mutilated,  destroyed  or  wrongfully  taken,  the  Company  shall issue and the
Trustee shall authenticate a replacement  Security of the same Series amount and
date of  maturity  if the  Trustee's  requirements  are  met.  If  required,  an
indemnity bond must be provided by the Holder  sufficient in the judgment of the
Company and the Trustee to protect the Company,  the Guarantor,  the Trustee and
the Agent from any loss which any of them may suffer if a Security is  replaced.
The Company may charge for its expenses in replacing a Security.

        Every  replacement  Security is an additional  obligation of the Company
and of the Guarantor.

SECTION 2.12. Outstanding Securities.
        Securities of a Series outstanding ("Outstanding") at any time  are  all
of the  Securities of the Series  authenticated  by the Trustee except for those
canceled by it, those delivered to it for  cancellation,  and those described in
this Section.

        If a Security  is  replaced  pursuant  to Section 2.11, it ceases to be
Outstanding  until  the  Trustee  receives  proof  satisfactory  to it that  the
replaced Security is held by a bona fide purchaser.

        If the Paying  Agent holds on a redemption  date or maturity  date money
sufficient to pay Securities of a Series payable on that date, then on and after
that date such  Securities of the Series cease to be Outstanding and interest on
them ceases to accrue.

        A Security  does not cease to be  Outstanding  because the Company or an
Affiliate holds the Security.

SECTION 2.13. Treasury Securities.
        In determining  whether the Holders of the required  principal amount of
Securities  of a Series  have  concurred  in any  direction,  waiver or consent.
Securities of a Series owned by the Company, the Guarantor or a Subsidiary shall
be disregarded,  except that for the purposes of determining whether the Trustee
shall be protected  in relying on any such  direction,  waiver or

<PAGE>
                                       12

consent,  only Securities of a Series which the Trustee knows are so owned shall
be so disregarded.

SECTION 2.14. Temporary Securities.
        Until  definitive  Securities  are ready for delivery,  the Company may
prepare temporary  Securities,  the Guarantor may endorse its Guaranties thereon
and  the  Trustee  shall  authenticate  such  temporary  Securities.   Temporary
Securities  and  Guaranties  shall be  substantially  in the form of  definitive
Securities  and  Guaranties  but may have  variations  that the  Company and the
Guarantor consider appropriate for temporary Securities and Guaranties.  Without
unreasonable  delay, the Company and the Guarantor shall prepare and the Trustee
shall authenticate definitive Securities of the same Series and date of maturity
with appropriate Guaranties in exchange for temporary Securities.

SECTION 2.15. Cancellation.
        The  Company  at any time may  deliver  Securities  to the  Trustee  for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any  Securities  surrendered  to them for  transfer,  exchange or  payment.  The
Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
redemption  or  cancellation  and shall  dispose of canceled  Securities  as the
Company directs.  The Company may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation.

SECTION 2.16. Defaulted Interest.
        If the  Company  defaults  in a  payment  of  interest  on a  Series  of
Securities,  it shall pay the defaulted  interest,  plus any interest payable on
the defaulted interest,  to the persons who are Securityholders of the Series on
a  subsequent  special  record date.  The Company  shall fix the record date and
payment date. At least 15 days before the record date, the Company shall mail to
the  Trustee and to each  Securityholder  of the Series a notice that states the
record date, the payment date and the amount of interest to be paid. The Company
may pay defaulted interest in any other lawful manner.

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01. Notice to Trustee.
        The Company may, with respect to any Series of  Securities,  reserve the
right to redeem and pay the Series of  Securities  before  maturity at such time
and on such terms as provided for when the Series of Securities were issued.  If
a Series of Securities is redeemable and the Company wants to redeem all or part
of the Series of  Securities  pursuant  to the terms  under  which the Series of
Securities  were issued,  it shall notify the Trustee of the redemption date and
the principal  amount of Series of Securities to be redeemed.  The Company shall
give the  notice at least 60 days  before the  redemption  date  unless  shorter
notice is acceptable to the Trustee.

SECTION 3.02. Selection of Securities to be Redeemed.
        In the  event  of a  redemption  of less  than all the  Securities  of a
Series,  the Trustee shall select the Securities of the Series to be redeemed by
a method the Trustee considers fair and appropriate.  The Trustee shall make the
selection from Securities of the Series Outstanding.  The

<PAGE>
                                       13

Trustee may select for redemption portions of the principal of Securities of the
Series that have denominations larger than $1,000.  Securities of the Series and
portions  of them it  selects  shall be in  amounts  of $1,000 or  multiples  of
$1,000. Provisions of this Indenture that apply to Securities of a Series called
for  redemption  also apply to portions of  Securities of that Series called for
redemption.

SECTION 3.03. Notice of Redemption.
        At least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class  mail to each Holder of
the Series of Securities to be redeemed.

        The notice shall  identify the  Securities  of the Series to be redeemed
(and,  in the case of partial  redemption,  the principal  amounts  thereof) and
shall state:

        1)   the redemption date;

        2)   the redemption price;

        3)   the name and address of the Paying Agent;

        4)   that  Securities  of  the  Series  called  for  redemption  must be
             surrendered  to the Paying Agent to collect the  redemption  price;
             and

        5)   that interest on Securities of the  Series  called  for  redemption
             ceases to accrue on and after the redemption date.

        At  the  Company's  request,  the  Trustee  shall  give  the  notice  of
redemption in the Company's name and at its expense.

SECTION 3.04. Effect of Notice of Redemption.
        Once notice of redemption  is mailed,  Securities of a Series called for
redemption  become due and payable on the redemption  date and at the redemption
price.  Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued  interest to the redemption  date,  except that if
the redemption date is an interest  payment date,  interest shall be paid to the
Holder registered as such on the applicable record date.

SECTION 3.05. Deposit of Redemption Price.
        On or before the  redemption  date,  the Company  shall deposit with the
Paying  Agent  money  sufficient  to pay the  redemption  price  of and  accrued
interest on all Securities to be redeemed on that date.

SECTION 3.06. Securities Redeemed in Part.
        Upon surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security of the same Series, the same maturity
and interest  rate equal in principal  amount to the  unredeemed  portion of the
Security surrendered.


<PAGE>
                                       14


                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01. Certain Definitions.
        "Attributable  Debt" for a Sale-Leaseback  Transaction  means, as of the
date of determination,  the lesser of (a) the fair value of the property subject
to the transaction (as determined by the Board of Directors of the Guarantor) or
(b) the present value of rent for the remaining term of the lease. Rent shall be
discounted  to present  value at the  average  of the rates  borne by all of the
Series of Securities that have been guaranteed compounded semiannually.  Rent is
the lesser of (a) rent for the  remaining  term of the lease  assuming it is not
terminated or (b) rent from the date of  determination  until the first possible
termination  date plus the  termination  payment then due, if any. The remaining
term of a lease includes any period for which the lease has been extended.  Rent
does not  include  (i)  amounts  for  maintenance,  repairs,  insurance,  taxes,
assessments and similar  charges or (ii) contingent  rent, such as that based on
sales.  Rent may be reduced by rent that any sublessee must pay from the date of
determination for all or part of the same property.

        "Capital Stock"  means the  shares of the common or preferred stock of a
Principal Subsidiary.

        "Consolidated Net Tangible Assets" means the total amount of Guarantor's
assets (less  applicable  reserves and other  properly  deductible  items) after
deducting  therefrom:  (i) all current liabilities  (excluding any which are, by
their terms,  extendible or renewable at the option of the obligor  thereon to a
time more than 12 months after the time as of which the amount  thereof is being
computed) and (ii) all good will, trade names, trademarks,  patents, unamortized
debt discount and expense and other like intangible  assets, as reflected in the
Guarantor's most recent  consolidated  balance sheet computed in accordance with
generally accepted accounting  principles  preceding the date of a determination
under Section 4.03.

        "Debt"  means  any  debt  for  borrowed money or any guarantee of such a
debt.

        "Improvements"   means   any   exploration,    drilling,    development,
construction,  alteration, repair or improvement conducted, performed, installed
or located on a Principal Property.

        "Lien"  means  any  mortgage,  pledge,  charge,  encumbrance,   security
interest  or lien;  except  such term shall not  include a  mortgage,  pledge or
security  interest  in favor of the  United  States  or any  state or  political
subdivision of either, or any department,  agency or  instrumentality of either;
sales,  reservations or other  depositions of rights to receive a specified part
of the oil, gas or other  minerals to be  recovered at specified  locations or a
specified amount of moneys, however determined or any other interest in property
of the character commonly referred to as or similar to a production payment.

        "Long-Term  Debt"  means  Debt that by its terms  matures on a date more
than one year after the date it was incurred or Debt that the obligor may extend
or renew  without the  obligee's  consent to a date more than one year after the
date the Debt was incurred.

<PAGE>
                                       15


        "Principal  Property" means any oil or gas producing property located in
the United States,  onshore or offshore,  or any refinery or manufacturing plant
located in the United  States,  in each case now owned or hereafter  acquired by
the Guarantor or a Principal Subsidiary,  except any property, refinery or plant
that in the  opinion  of the  Board  of  Directors  of the  Guarantor  is not of
material  importance  to the total  business  conducted by the Guarantor and its
consolidated Subsidiaries.

        "Principal  Subsidiary" means a Subsidiary that has substantially all of
its assets  located,  and conducts  substantially  all of its  operations in the
United States,  owns a Principal Property and in which the Guarantor's direct or
indirect net investment exceeds $100,000,000.

        "Sale-Leaseback   Transaction"  means  an  arrangement  (other  than  an
arrangement  made for the purposes of Section  168(f)(8) of the Internal Revenue
Code) with any bank, insurance company or other lender or investor (collectively
"lenders")  or to which the lender is a party where the Guarantor or a Principal
Subsidiary now owns or hereafter acquires a Principal Property,  transfers it to
a lender,  or to any person to whom funds have been or are to be  advanced  by a
lender on the security of such Principal  Property or the rental  payments under
the lease, and leases it back from the lender or other person.

        "Subsidiary"  means a  corporation  a majority of whose  Voting Stock is
owned by the Guarantor or a Subsidiary.

        "United States"  means the   United  States of America.  Territories and
possessions are not part of the United States.

        "Voting  Stock"  means the  Capital  Stock  having  voting  power  under
ordinary circumstances to elect directors of a corporation.

SECTION 4.02. Payment of Securities.
        The Company shall pay principal and the premium and interest, if any, on
the  Securities on the dates and in the manner  provided in the  Securities.  An
installment of principal, or premium or interest, if any, on a Security shall be
considered  paid on the date it is due if the  Trustee or Paying  Agent holds on
that date money designated for and sufficient to pay the same.

        The Company shall pay interest on overdue principal at the rate borne by
the  Securities;  it shall pay interest on overdue  installments  of premium and
interest, if any, at the same rate to the extent lawful.

SECTION 4.03. Limitation on Liens.
        The  Guarantor  shall  not,  and  it  shall  not  permit  any  Principal
Subsidiary to, incur a Lien to secure a Long-Term Debt on a Principal  Property,
or any Capital Stock or Long-Term Debt of a Principal Subsidiary unless:

        1)  the  Lien  equally  and  ratably  secures  the  Securities  and  the
            Long-Term  Debt.  The  Lien  may  equally  and  ratably  secure  the
            Securities   and   any  other  obligation  of  the  Guarantor  or  a
            Subsidiary;

        2)  the Lien is in  existence  at the time the  corporation  merges into
            or  consolidates  with the  Guarantor  or a Principal  Subsidiary or
            becomes a Principal Subsidiary;

<PAGE>
                                       16


        3)  the Lien is  on a  Principal Property at the time the Guarantor or a
            Principal Subsidiary acquires the Principal Property;

        4)  the Lien secures  Long-Term  Debt incurred to finance all or some of
            the  purchase  price of a Principal  Property of the  Guarantor or a
            Principal Subsidiary.  The Long-Term Debt secured by the Lien may be
            incurred  prior to,  at the time of,  or  within  90 days  after the
            acquisition, of the Principal Property subject to the Lien;

        5)  the Lien secures  Long-Term Debt incurred to finance all or  some of
            the cost of  Improvements  on a Principal  Property of the Guarantor
            or a Principal  Subsidiary.  The Long-Term Debt secured by  the Lien
            may be incurred prior to, at the time of, or  within  90  days after
            completion, of the Improvements;

        6)  the Lien secures Long-Term Debt of  a  Principal Subsidiary owing to
            the Guarantor or to another Principal Subsidiary;

        7)  the  Lien  extends, renews  or  replaces  in whole or in part a Lien
            permitted by any of clauses (1) through (6).

                                       or

        8)  the Long-Term Debt plus all other Long-Term Debt secured by Liens on
            Principal Properties, Capital Stock or Long-Term Debt of a Principal
            Subsidiary   at  the  time  does  not  exceed  10%  of   Guarantor's
            Consolidated Net Tangible Assets. However, Long-Term Debt secured by
            a Lien permitted by any of clauses (1) through (7) shall be excluded
            from all other  Long-Term  Debt in the  determination.  Attributable
            Debt for any lease  permitted by clause (4) of Section 4.04 shall be
            included in the  determination and treated as Long-Term Debt secured
            by a Lien on a Principal Property not otherwise  permitted by any of
            clauses (1) through (7)

SECTION 4.04. Limitation on Sale and Leaseback.
        The  Guarantor  shall  not,  and  it  shall  not  permit  any  Principal
Subsidiary to, enter into a Sale-Leaseback Transaction unless:

        1)  the lease has a term of three years or less;

        2)  the lease is between the Guarantor and  a  Principal  Subsidiary  or
            between Principal Subsidiaries;

        3)  the  Guarantor  or a Principal  Subsidiary  under any of clauses (2)
            through  (6) of Section  4.03 could  create a Lien on the  Principal
            Property to secure a Long-Term  Debt at least equal in amount to the
            Attributable Debt for the lease;

        4)  the Guarantor or a  Principal Subsidiary under clause (8) of Section
            4.03  could  create  a  Lien  on  the Principal Property to secure a
            Long-Term Debt at least equal in amount to the Attributable Debt for
            the lease;

                                       or
<PAGE>
                                       17

        5)  the  Guarantor  or a  Principal  Subsidiary  within  120 days of the
            effective  date  of  the  Sale-Leaseback   Transaction  (i)  retires
            Long-Term  Debt of the  Guarantor  or of a Principal  Subsidiary  at
            least equal in amount to the fair value (as  determined by the Board
            of Directors of the Guarantor) of the Principal Property at the time
            of the Sale-Leaseback Transaction or (ii) if the net proceeds of the
            Sale-Leaseback  Transaction  equal or exceed  the fair  value of the
            Principal  Property (as  determined by the Board of Directors of the
            Guarantor),  applies the net  proceeds to fund  investment  in other
            Principal  Properties  which  investments  were made  within  twelve
            months prior to or subsequent to the Sale-Leaseback Transaction.

SECTION 4.05. No Lien Created, etc.
        This  Indenture,  the Securities and the Guaranties do not create a Lien
on any property of the Guarantor or any Principal Subsidiary.

        Long-Term Debt or  Attributable  Debt shall be counted only once even if
more than one person is responsible for the obligation.

SECTION 4.06. Compliance Certificate.
        The Company and the Guarantor  shall each deliver to the Trustee  within
120 days  after  the end of the  calendar  year in which  the  first  Series  of
Securities is issued and each year thereafter an Officers'  Certificate  stating
whether or not the signers know of any Default that  occurred  during such year.
If they do, the Officers' Certificate shall describe the Default and its status.

SECTION 4.07. SEC Reports.
        The Guarantor shall file with the Trustee, within 15 days after it files
them  with  the  SEC,  copies  of the  annual  reports  and of the  information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules  and  regulations  prescribe)  which  the  Guarantor  is
required to file with the SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. The Guarantor also shall comply with the other  provisions
of TIA ss.314(a).


                                    ARTICLE 5

                              SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, etc.
        Neither the Guarantor nor the Company shall  consolidate  or merge into,
or transfer its  properties and assets  substantially  as an entirety to another
person unless the person assumes by  supplemental  indenture all the obligations
of the Company or the  Guarantor  under the  Securities  and this  Indenture and
immediately  after  the  transaction  no  Default  exists.  Thereafter  all such
obligations of the Company or the Guarantor shall terminate.

SECTION 5.02. When Securities Must Be Secured.
        If upon a consolidation,  merger or transfer,  a Principal Property,  or
Capital Stock or Long-Term Debt of the Guarantor or a Principal Subsidiary would
become subject to an attaching Lien that secures Long-Term Debt, then before the
consolidation, merger or transfer occurs the Guarantor by supplemental indenture
shall secure the Securities by a direct Lien on the Principal

<PAGE>
                                       18



Property,  Capital  Stock  or  Long-Term  Debt.  However,  the  Company  and the
Guarantor need not comply with this Section if:

        1)  upon the  consolidation,  merger  or  transfer  the  attaching  Lien
            will  secure the  Securities equally and ratably with Long-Term Debt
            secured by the attaching Lien; or

        2)  the  Guarantor  or a Principal  Subsidiary  under any of clauses (2)
            through  (8) of Section  4.03 could  create a Lien on the  Principal
            Property,  Capital Stock or Long-Term Debt to secure  Long-Term Debt
            at least equal in amount to that secured by the attaching Lien.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.
        An "Event of  Default"  occurs  with  respect to the  Securities  of any
Series if:

        1)  the Company  defaults in the payment of interest on any  Security of
            that Series when the same becomes due and  payable  and  the Default
            continues for a period of 30 days;

        2)  the Company defaults in the payment of principal or the premium,  if
            any, or in the making of any sinking fund payments on   any Security
            of that Series when the same becomes  due  and  payable at maturity,
            upon redemption or otherwise;

        3)  the Company or the  Guarantor  fails to comply with any of its other
            agreements  applicable  to  the  Securities  of  that  Series,  this
            Indenture or any  supplemental  indenture under which the Securities
            may have been issued,  and the Default  continues for the period and
            after the notice specified below;

        4)  the  Company  or  the Guarantor pursuant to or within the meaning of
            any Bankruptcy Law:

               A)   commences a voluntary case,

               B)   consents to  the  entry of an order for relief against it in
                    an involuntary case,

               C)   consents to  the appointment of a Custodian of it or for all
                    or substantially all of its property, or

               D)   makes a general assignment for the benefit of its creditors:
                    or

       5)  a court of competent jurisdiction enters an order or decree under any
           Bankruptcy Law that:

               A)  is  for  relief  against  the  Company or the Guarantor in an
                   involuntary case,

               B)  appoints a Custodian of the Company or the Guarantor  or  for
                   all or substantially all of the Company's or the  Guarantor's
                   property, or

               C)  orders the  liquidation  of  the Company or the Guarantor and
                   the order or decree  remains  unstayed and in effect for
                   90 days.

<PAGE>
                                       19


        The term  "Bankruptcy  Law" means title 11, U.S. Code or any similar law
for the relief of debtors.  The term  "Custodian"  means any receiver,  trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

        A Default  under clause (3) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal  amount of all of the  Securities of
that Series Outstanding notify the Company of the Default and the Company or the
Guarantor,  as the case may be, does not cure the  Default  within 90 days after
receipt of the notice.  The notice must specify the  Default,  demand that it be
remedied and state that the notice is a "Notice of Default.'

SECTION 6.02. Acceleration.
        If an Event of Default  occurs and is  continuing,  with  respect to the
Securities of any Series,  the Trustee by notice to the Company,  or the Holders
of at least 25% in  principal  amount of all of the  Securities  of that  Series
Outstanding by notice to the Company and the Trustee,  may declare the principal
and the premium  and accrued  interest,  if any, on all the  Securities  of that
Series  to be  due  and  payable  immediately.  Upon  such a  declaration,  such
principal  and the premium and interest,  if any (or, if the  Securities of that
Series are Original  Issue  Discount  Securities,  such portion of the principal
amount as may be specified in the terms of that  Series),  on the  Securities of
that Series shall be due and payable  immediately.  The Holders of a majority in
principal amount of all of the Securities of that Series Outstanding,  by notice
to the  Trustee,  may  rescind  an  acceleration  and  its  consequences  if the
rescission  would  not  conflict  with  any  judgment  or  decree  of a court of
competent  jurisdiction and if all existing Events of Default have been cured or
waived except  nonpayment of principal or premium or interest,  if any, that has
become due solely because of the acceleration.

SECTION 6.03. Other Remedies.
        If an Event of Default  occurs  and is  continuing  with  respect to the
Securities  of any  Series,  the  Trustee  may  pursue any  available  remedy by
proceeding  at law or in equity to  collect  the  payment of  principal  and the
premium and interest, if any, on the Securities of the Series that is in default
or to enforce  the  performance  of any  provision  of such  Securities  or this
Indenture with respect to such Series of Securities.

        The Trustee may maintain a proceeding even if it does not possess any of
the  Securities  or does not produce any of them in the  proceeding.  A delay or
omission by the Trustee or any  Securityholder in exercising any right or remedy
accruing  upon an Event of  Default  shall  not  impair  the  right or remedy or
constitute  a waiver of or  acquiescence  in the Event of Default.  No remedy is
exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.04. Waiver of Past Defaults.
        Subject to Section 9.03, the Holders of a majority in principal amount
of all the Securities of a Series Outstanding by notice to the Trustee may waive
an existing Default and its consequences  with respect to the Securities of that
Series.

SECTION 6.05. Control by Majority.
        The Holders of a majority in principal amount of all the Securities of a
Series  Outstanding  may direct the time,  method  and place of  conducting  any
proceeding  for any remedy  available

<PAGE>
                                       20

to the Trustee or exercising any trust or power  conferred on it with respect to
the  Securities  of such Series.  However,  the Trustee may refuse to follow any
direction that conflicts with law or this Indenture,  that is unduly prejudicial
to the rights of another  Securityholder,  or that would  involve the Trustee in
personal liability.


SECTION 6.06. Limitation on Suits.
        A Holder of a Security may pursue a remedy with respect to  the Security
or this  Indenture as it applies to such  Security only
if:

        1)   the Holder gives to the Trustee  written  notice  of  a  continuing
             Event of Default;

        2)   the Holders of at least 25% in  principal amount of  the Securities
             of the Series  Outstanding make a written request to the Trustee to
             pursue the remedy;

        3)   such Holder or Holders offer to the Trustee indemnity  satisfactory
             to the Trustee against any loss, liability or expense;

        4)   the Trustee does not comply with  the  request within 60 days after
             receipt of the request and the offer of indemnity; and

        5)   during  such  60-day  period the Holders of a majority in principal
             amount of the  Securities of the Series Outstanding do not give the
             Trustee a direction inconsistent with the request.

        A  Securityholder  may not use this Indenture to prejudice the rights of
another  Securityholder  or to obtain a  preference  or priority  over the other
Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment.
        Notwithstanding any other provision of this Indenture,  the right of any
Holder of a  Security  to receive  payment  of  principal  and the  premium  and
interest,  if any,  on the  Security,  on or  after  the  respective  due  dates
expressed  in the  Security,  or to bring suit for the  enforcement  of any such
payment on or after such  respective  dates,  shall not be  impaired or affected
without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee.
        If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing,  the Trustee may recover  judgment in its own name and as trustee of
an express  trust  against the Company or the  Guarantor for the whole amount of
principal and the premium and interest, if any, remaining unpaid.

SECTION 6.09. Trustee May File Proofs of Claim.
        The Trustee may file proofs of claim and other  papers or  documents  as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, the
Guarantor, their creditors or their property.

SECTION 6.10. Priorities.
        If the Trustee  collects any money pursuant to this Article with respect
to any Series of Securities it shall pay out the money in the following order:

        First: to the Trustee for amounts due under Section 7.07;

<PAGE>
                                       21


        Second:  to Securityholders for amounts due and unpaid on the Securities
of such Series for  principal  and the premium and  interest,  if any,  ratably,
without  preference  or priority of any kind,  according  to the amounts due and
payable on the  Securities  of such  Series for  principal  and the  premium and
interest, if any, respectively; and

        Third: to the Company.

        The Trustee  may fix a record  date and payment  date for any payment to
Securityholders.

SECTION 6.11. Undertaking for Costs.
        In any suit for the  enforcement of any right or remedy under any Series
of Securities or this  Indenture  with respect to any Series of Securities or in
any suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an  undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs,  including reasonable  attorneys' fees, against any
party  litigant  in the suit,  having due regard to the merits and good faith of
the claims or defenses made by the party  litigant.  This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit
by Holders of more than 10% in principal  amount of the  Securities  of a Series
Outstanding.

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.
        a)  If an Event of Default has occurred and is  continuing  with respect
            to the Securities of a Series, as to that Series,  the Trustee shall
            exercise  its rights and powers and use the same  degree of care and
            skill in its  exercise as a prudent man would  exercise or use under
            the circumstances in the conduct of his own affairs.

        b)   Except during the continuance of an Event of Default:

                  1)  The  Trustee  need  perform  only  those  duties  that are
                      specifically set forth in this Indenture and no others.

                  2)  In the  absence of bad faith on its part,  the Trustee may
                      conclusively  rely, as to the truth of the  statements and
                      the correctness of the opinions  expressed  therein,  upon
                      certificates  Or  opinions  furnished  to the  Trustee and
                      conforming to the requirements of this Indenture. However,
                      the Trustee shall examine the certificates and opinions to
                      determine  whether or not they conform to the requirements
                      of this Indenture.

       c)   The Trustee may not be relieved from liability for its own negligent
            action,  its  own  negligent  failure  to act,  or its  own  willful
            misconduct, except that:

                  1)  This paragraph does not limit the effect of  paragraph (b)
                      of this Section.

                  2)  The Trustee  shall not be liable for any error of judgment
                      made in good faith by a Trust Officer, unless it is proved
                      that  the  Trustee  was  negligent  in  ascertaining   the
                      pertinent facts.

<PAGE>
                                       22


                  3)  The Trustee shall not be liable with respect to any action
                      it takes or omits to take in good faith in accordance with
                      a direction received by it pursuant to Section 6.05.

       d)  Every  provision  of  this  Indenture  that in any way relates to the
           Trustee is subject to paragraphs  (a), (b) and (c) of this Section.

       e)   The Trustee may refuse to perform any duty or exercise  any right or
            power unless it receives  indemnity  satisfactory  to it against any
            loss, liability or expense.

       f)   The Trustee  shall not be liable for interest on any money  received
            by it  except as the  Trustee  may agree  with the  Company  and the
            Guarantor. Money held in trust by the Trustee need not be segregated
            from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee.
        a)  The  Trustee may rely on any  document  believed by it to be genuine
            and to have been  signed or  presented  by the  proper  person.  The
            Trustee  need not  investigate  any  fact or  matter  stated  in the
            document.

        b)  Before the Trustee acts or refrains  from acting,  it may require an
            Officers'  Certificate  or an Opinion of Counsel.  The Trustee shall
            not be liable for any action it takes or omits to take in good faith
            in reliance on the Certificate or Opinion.

        c)  The Trustee may act through agents and shall not  be responsible for
            the misconduct or negligence of any agent appointed with due care.

        d)  The Trustee  shall not be liable for any action it takes or omits to
            take in good faith which it believes to be  authorized or within its
            rights or powers.

SECTION 7.03. Individual Rights of Trustee.
        The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company,  the Guarantor
or an Affiliate  with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like  rights.  However,  the  Trustee  is  subject to
Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.
        The Trustee  makes no  representation  as to the validity or adequacy of
this Indenture or any Securities issued  hereunder,  it shall not be accountable
for the Company's use of the proceeds from any  Securities,  and it shall not be
responsible for any statement in any Securities other than its authentication.

SECTION 7.05. Notice of Defaults.
        If a Default  occurs  and is  continuing  with  respect to any Series of
Securities  and if it is known to the  Trustee,  the Trustee  shall mail to each
Securityholder  of that  Series  notice of the  Default  within 90 days after it
occurs.  Except in the case of a Default  in payment  of  principal,  premium or
interest on any Security of a Series, the Trustee may withhold the notice if and
so long as a  committee  of its Trust  Officers  in good faith  determines  that
withholding the notice is in the interests of Securityholders of that Series.

<PAGE>
                                       23


SECTION 7.06. Reports by Trustee to Holders.
        On or  before  December  15 in every  year  after  the  first  Series of
Securities  is  issued  hereunder,  so long as any  Securities  are  Outstanding
hereunder, the Trustee shall mail to each Securityholder a brief report dated as
of the preceding  October 15 that complies with TIA ss.313(a). The Trustee also
shall comply with TIA ss.313(b).

        A copy of each  report  at the time of its  mailing  to  Securityholders
shall be filed with the SEC and each stock  exchange on which the Securities are
listed.

SECTION 7.07. Compensation and Indemnity.
        The  Company  shall  pay to the  Trustee  from  time to time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred by it. Such expenses  shall  include the  reasonable  compensation  and
expenses of the Trustee's agents and counsel.

        The Company agrees to indemnify the Trustee 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  itself against any claim or liability in connection  with
the exercise or performance of any of its powers or duties hereunder.

        The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence or bad faith.

        To secure the Company's payment obligations in this Section, the Trustee
shall  have a lien  prior to the  Securities  on all money or  property  held or
collected by the  Trustee,  except that held in trust to pay  principal  and the
premium and interest, if any, on particular Securities.

SECTION 7.08. Replacement of Trustee.
        A Trustee  may  resign  with  respect to the  Securities  of one or more
Series by notifying the Company.  The Holders of a majority in principal  amount
of the Securities of any Series Outstanding may remove a Trustee with respect to
that Series by notifying  the removed  Trustee and the Company and may appoint a
successor Trustee for that Series of Securities with the Company's consent.  The
Company may remove a Trustee  with respect to  Securities  of one or more Series
if:

        1)   a Trustee fails to comply with Section 7.10;

        2)   a Trustee is adjudged a bankrupt or an insolvent;

        3)   a  receiver  or  public  officer  takes  charge of a Trustee or its
             property; or

        4)   a Trustee becomes incapable of acting.

        If a Trustee  resigns or is removed or if a vacancy exists in the office
of Trustee with respect to any Series of Securities for any reason,  the Company
shall promptly appoint a successor Trustee for that Series of Securities.

<PAGE>
                                       24


        If a successor  Trustee  does not take  office  within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount  Outstanding of the affected Series of
Securities may petition any court of competent  jurisdiction for the appointment
of a successor Trustee with respect to such Series of Securities.

        If the  Trustee  fails to comply  with  Section  7.10,  any  Holder of a
Security may petition any court of competent jurisdiction for the removal of the
Trustee  with  respect  to the Series of  Securities  and the  appointment  of a
successor Trustee.

        A successor Trustee with respect to a Series of Securities shall deliver
a written  acceptance  of its  appointment  to the  retiring  Trustee and to the
Company.  Immediately  after that,  the  retiring  Trustee  shall  transfer  all
property  held by it as Trustee with respect to the Series of  Securities to the
successor  Trustee with respect to the Series of Securities  subject to the lien
provided for in Section 7.07, the resignation or removal of the retiring Trustee
with  respect  to the  Series of  Securities  shall  become  effective,  and the
successor  Trustee with respect to such Series of Securities  shall have all the
rights,  powers  and  duties  of the  Trustee  with  respect  to such  Series of
Securities  under this Indenture.  A successor  Trustee shall mail notice of its
succession to each Securityholder of the Series of Securities.

SECTION 7.09. Successor Trustee by Merger, etc.
        If a Trustee consolidates,  merges or converts into, or transfers all or
substantially  all of its corporate  trust assets to, another  corporation,  the
successor corporation without any further act shall be a successor Trustee.

SECTION 7.10. Eligibility; Disqualification.
        A Trustee under this Indenture with respect to each Series of Securities
shall always  satisfy the  requirements  of TIA  ss.310(a)(1).  The Trustee with
respect to each Series of  Securities  shall always have a combined  capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of  condition.  The Trustee with respect to each Series of  Securities is
subject to TIA  ss.310(b),  including  the optional  provision  permitted by the
second sentence of TIA ss.310(b)(9), provided, that there shall be excluded from
the operation of TIA ss.310(b) as  incorporated  by this paragraph the Indenture
dated as of April 1, 1976,  under which the  Guarantor's 8 1/2%  Debentures  Due
2006 are outstanding,  the Indenture dated as of April 30, 1988, under which the
Guarantor's 7 1/4% Serial Debentures due March 1, 1989/1998 are outstanding, and
the  Indenture  dated as of June 27, 1983,  as  supplemented  by a  Supplemental
Indenture dated as of July 10, 1984, under which the Company's  Extendible Notes
due 1999 and 13-5/8% Notes due 1994 are outstanding.

SECTION 7.11. Preferential Collection of Claims Against Company.
        The Trustee with respect to each Series of  Securities is subject to TIA
ss.311(a),  excluding  any  creditor  relationship  listed in TIA  ss.311(b).  A
Trustee  who  has  resigned  or been  removed  with  respect  to any  Series  of
Securities shall be subject to TIA ss.311(a) to the extent indicated.

<PAGE>
                                       25


                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION 8.01. Termination of Company's Obligations.
        The Company may terminate its obligations  with respect to any Series of
Securities,  on the  terms  and  subject  to the  conditions  contained  in this
Indenture,  by  depositing  in trust with the Trustee  money or U.S.  Government
Obligations  sufficient to pay principal,  premium and interest, if any, on such
Series to redemption or maturity, provided that the Company shall deliver to the
Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received
from, or there has been published by, the Internal  Revenue  Service a ruling or
(y) since the date  hereof,  there has been a change in the  applicable  Federal
income  tax law,  in either  case to the effect  that,  and such  opinion  shall
confirm  that,  the Holders of the  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;  and the
Issuer has delivered to the Trustee an Officers'  Certificate  and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the
defeasance  contemplated  by this provision  have been complied  with.  Upon the
termination of the Company's obligations with respect to all the Securities of a
Series, the Trustee, at the request of the Company, shall release its rights and
interests  with respect to such Series of Securities in any security  granted by
the Company.

        The Company's  obligations in Sections 2.06,  2.07,  2.08,  2.09,  2.10,
7.07, 7.08 and 8.03 with respect to any Series of Securities shall survive until
all the  Securities of that Series are no longer  Outstanding.  Thereafter,  the
Company's obligations in Sections 7.07 and 8.03 shall survive.

        "U.S.  Government  Obligations" means direct or indirect  obligations of
the United  States of America for the payment of which the full faith and credit
of the United States of America is pledged.

SECTION 8.02. Application of Trust Money.
        The  Trustee  shall hold in trust money or U.S.  Government  Obligations
deposited  with it pursuant to Section 8.01. It shall apply the deposited  money
and the money from U.S.  Government  Obligations through the Paying Agent and in
accordance with this Indenture to the payment as provided for in Section 8.01.

SECTION 8.03. Repayment to Company.
        The Trustee and the Paying Agent shall  promptly pay to the Company upon
request any money and any U.S. Government  Obligations held by them not required
for the payment of the principal  and the premium and  interest,  if any, at any
time.

        The Trustee and the Paying  Agent shall pay to the Company  upon request
any  money  herd' by them for the  payment  of  principal  and the  premium  and
interest.  if any,  that remains  unclaimed for two years after such payment has
become due and payable. After that,

<PAGE>
                                       26


Securityholders  entitled  to the money must look to the  Company for payment as
general creditors unless an abandoned property law designates another person.

                                    ARTICLE 9

                             AMENDMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.
        The Company, the Guarantor and the Trustee may enter into a supplemental
indenture to amend a Series of  Securities or this  Indenture  with respect to a
Series of Securities without the consent of any Securityholder:

        1)   to cure any ambiguity, defect or inconsistency;

        2)   to comply with Section 5.01;

        3)   to make any change that does not adversely affect the rights of any
             Securityholder; or

        4)   to provide  for  an  issue  of  and  to  establish  the  terms  and
             conditions of a Series of Securities.

SECTION 9.02. With Consent of Holders.
        Subject to Section 9.03, the Company,  the Guarantor and the Trustee may
enter into a  supplemental  indenture  to amend a Series of  Securities  or this
Indenture with respect to a Series of Securities with the written consent of the
Holders of at least 50.1% in principal  amount of the  Securities  of the Series
affected Outstanding. The Holders of 50.1% in principal amount of the Securities
of the affected Series Outstanding by notice to the Trustee may waive compliance
by the Company or the  Guarantor  with any  provision  of this  Indenture or the
Securities of the affected Series.

SECTION 9.03. Limitations.
        Without the  consent of each  Securityholder  of a Series of  Securities
affected, an amendment or waiver may not:

        1)   reduce the  amount  of  Securities whose Holders must consent to an
             amendment or waiver;

        2)   reduce the rate of or extend the time for  payment  of  interest on
             any Security;

        3)   reduce  the  principal, or premium or extend the fixed maturity of,
             any Security;

        4)   waive a default, if any, in the payment of principal or the premium
             or interest, if any, on any Security; or

        5)   make  any  Security  payable in money other than that stated in the
             Security.

SECTION 9.04. Compliance with Trust Indenture Act.
        Every  amendment to this Indenture or the Securities of any Series shall
be set forth in a supplement to the Indenture that complies with the TIA as then
in effect.

<PAGE>
                                       27


SECTION 9.05. Revocation and Effect Of Consents.
        Until an amendment  or waiver  becomes  effective,  a consent to it by a
Holder of a Security is a continuing  consent by the Holder and every subsequent
Holder of a Security or portion of a Security  that  evidences  the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any  Security.  However,  any such  Holder or  subsequent  Holder may revoke the
consent as to his Security or portion of a Security if the Trustee  receives the
notice of revocation before the date the amendment or waiver becomes effective.

        After an  amendment  or waiver  becomes  effective,  it shall bind every
Securityholder unless it makes a change described in clause (2), (3), (4) or (5)
of Section  9.03. In that case the amendment or waiver shall bind each Holder of
a Security who has consented to it and every subsequent  Holder of a Security or
portion of a Security that  evidences the same debt as the  consenting  Holder s
Security.

SECTION 9.06. Notation on or Exchange of Securities.
        The Trustee may  place an  appropriate  notation  about an  amendment or
waiver on any  Security  thereafter  authenticated.  The Company in exchange for
Securities  may issue,  the  Guarantor  may endorse  Guaranties  thereon and the
Trustee shall authenticate new Securities that reflect the amendment or waiver.

SECTION 9.07. Trustee Protected.
        The Trustee need not sign any supplement to the Indenture that adversely
affects its rights.

                                   ARTICLE 10

                                  MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls.
        If any provision of this Indenture limits,  qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

SECTION 10.02. Notices.
        Any notice or communication by the Company, the Guarantor or the Trustee
to any of the  others is duly  given if in writing  and  delivered  in person or
mailed by first-class mail:

        if to the Company:

                32 Loockerman Square, Suite L-100
                Dover, Delaware 19901
                (with a copy to the Guarantor at its address below)

        if to the Guarantor:

                Texaco Inc.
                2000 Westchester Avenue
                White Plains, NY 10650
                Attention: Treasurer

<PAGE>
                                       28


        if to the Trustee:

                The Chase Manhattan Bank (National Association), as Trustee
                I New York Plaza
                New York, New York 10081
                Attention: Corporate Trust Administration Division

        The  Company,  the  Guarantor or the Trustee by notice to the others may
designate   additional  or  different   addresses  for  subsequent   notices  or
communications.

        Any notice or communication  mailed to a Securityholder  shall be mailed
to the  Securityholder's  address shown on the register  kept by the  Registrar.
Failure to mail a notice or communication  to a Securityholder  or any defect in
it shall not affect its sufficiency with respect to other Securityholders.

        If a notice or  communication  is mailed in the  manner  provided  above
within the time  prescribed,  it is duly  given,  whether  or not the  addressee
receives it, provided that notice to the Trustee,  the Company and the Guarantor
shall be effective only upon receipt.

SECTION 10.03. Communication by Holders with Other Holders.
        Securityholders  may  communicate  pursuant to TIA ss.312(b)  with other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Guarantor,  the Trustee, the Registrar and anyone
else shall have the protection of TIA ss.312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
        Upon any  request or  application  by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

        1)  an Officers' Certificate of the Company stating that, in the opinion
            of the signers,  all conditions  precedent,  if any, provided for in
            this  Indenture  relating  to the proposed action have been complied
            with; and

        2)  an Opinion of Counsel stating that, in the opinion of such  counsel,
            all such conditions precedent have been complied with.

SECTION 10.05. Statements Required in Certificate or Opinion.
        Each  certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

        1)   a statement that the person making such certificate  or opinion has
             read such covenant or condition;

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

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

<PAGE>
                                       29


        4)   a  statement  as  to whether or not, in the opinion of such person,
             such condition or covenant has been complied with.

SECTION 10.06. Rules by Trustee and Agents.
        The Trustee may make  reasonable  rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07. Legal Holidays.
        Unless  otherwise  specified with respect to a Series of  Securities,  a
"Legal  Holiday"  is a  Saturday,  a Sunday,  a legal  holiday or a day on which
banking  institutions are not required to be open in New York City. If a payment
date is a Legal Holiday at a place of payment,  payment may be made at the place
on the next  succeeding day that is not a Legal  Holiday,  and no interest shall
accrue for the intervening period.

SECTION 10.08. Governing Law.
        The laws of the State of New York shall  govern this  Indenture  and the
Securities.

SECTION 10.09. No Adverse Interpretation of Other Agreements.
        This Indenture may not be used to interpret another  indenture,  loan or
debt  agreement  of  the  Company,  the  Guarantor  or a  Subsidiary.  Any  such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.10. No Recourse Against Others.
        All liability  described in the  Securities  of any  director,  officer,
employee or stockholder,  as such, of the Company or the Guarantor is waived and
released.

SECTION 10.11. Liability Regarding Global Security.
        None of the Company, the Guarantor, the Trustee, any Paying Agent or the
Registrar  will  have any  responsibility  or  liability  for any  aspect of the
records  relating  to or  payments  made  on  account  of  beneficial  ownership
interests of a Global Security or for maintaining,  supervising or reviewing any
records relating to such beneficial ownership interests.



<PAGE>

                                       30


SECTION 10.12. Duplicate Originals.
        The parties may sign any number of copies of this Indenture. Each signed
copy  shall  be an  original,  but  all of  them  together  represent  the  same
agreement.

                                              TEXACO CAPITAL INC.
(SEAL)
                                              By:         R.W. Ulrich
                                                 -------------------------------
                                                          Vice President
Attest:
           R.E. Koch
-----------------------------------
       Assistant Secretary


                                              TEXACO INC.
(SEAL)
                                              By:       David C. Crikelair
                                                 -------------------------------
                                                            Treasurer
Attest:
           R.E. Koch
-----------------------------------
       Assistant Secretary


                                              THE CHASE MANHATTAN BANK
                                              (NATIONAL ASSOCIATION),
                                              as TRUSTEE
(SEAL)
                                              By:         A.K. Crain
                                                 -------------------------------
                                                       Second Vice President
Attest:
          Nancy Morreale
-----------------------------------
        Assistant Secretary