CALENERGY COMPANY, INC.,
                            As Issuer
                                
                               TO
                                
                      THE BANK OF NEW YORK,
                           As Trustee
                                
                                
                                
                        ________________
                                
                            Indenture
                                
                  Dated as of February 26, 1997
                        ________________
                                
                                
                                
                                
                          $154,639,200
                                
                                
          (subject to increase to up to $185,567,050 in
        the event an over-allotment option is exercised)
                                
                                
             6-1/4%  Convertible Junior Subordinated
                       Debentures Due 2012
                                
                                
                                

     CalEnergy Company, Inc.

     Certain Sections of this Indenture relating to
     Sections 310 through 318 of the
     Trust Indenture Act of 1939:


Trust Indenture                                Indenture
 Act Section                                    Section
                                                          
                                                          
 310  (a)(1)                                    609
      (a)(2)                                    609
      (a)(3)                                    Not Applicable
      (a)(4)                                    Not Applicable
      (b)                                       608, 610
 311  (a)                                       613
      (b)                                       613
 312  (a)                                       701
                                                702(a)
      (b)                                       702(b)
      (c)                                       702(c)
 313  (a)                                       703(a)
      (a)(4)                                    101, 1004
      (b)                                       703(a)
      (c)                                       703(a)
      (d)                                       703(b)
 314  (a)                                       704
      (b)                                       Not Applicable
      (c)(1)                                    102
      (c)(2)                                    102
      (c)(3)                                    Not Applicable
      (d)                                       Not Applicable
      (e)                                       102
 315  (a)                                       601
      (b)                                       602
      (c)                                       601
      (d)                                       601
      (e)                                       514
 316  (a)                                       101
      (a)(1)(A)                                 502
                                                512
      (a)(1)(B)                                 513
      (a)(2)                                    Not Applicable
      (b)                                       508
      (c)                                       104(c)
 317  (a)(1)                                    503
      (a)(2)                                    504
      (b)                                       1003
 318   (a)                                      107

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


     TABLE OF CONTENTS

     Page

Parties     1
Recitals of the Company                                    1


     ARTICLE ONE
     Definitions and Other Provisions
     of General Application

SECTION 101.   Definitions                                 2
               Act                                         3
               Additional Interest                         3
               Additional Payments                         3
               Affiliate                                   3
               Agent                                       3
               Board of Directors                          3
               Board Resolution                            3
               Business Day                                3
               Closing Price                               4
               Commission                                  4
               Common Securities                           4
               Common Stock                                4
               Company                                     4
               Company Request                             4
               Compounded Interest                         5
               Conversion Agent                            5
               Conversion Date                             5
               Corporate Trust Office                      5
               Declaration                                 5
               Defaulted Interest                          5
               Delaware Trustee                            5
               Dissolution Tax Opinion                     5
               Event of Default                            5
               Extended Interest Payment Period            6
               Guarantee                                   6
               Holder                                      6
               Indenture                                   6
               Initial Purchasers                          6
               Interest Payment Date                       6
               Investment Company Event                    6
               Maturity                                    6
               Ministerial Action                          6
               90 Day Period                               7
               No Recognition Opinion                      7
               Notice of Conversion                        7
               Officer's Certificate                       7
               Opinion of Counsel                          7
               Outstanding                                 7
               Paying Agent                                8
               Person                                      8
               Predecessor Security                        8
               Preferred Securities                        8
               Property Trustee                            8
               Purchase Agreement                          8
               Redemption Date                             8
               Redemption Price                            8
               Redemption Tax Opinion                      9
               Reference Date                              9
               Registration Default                        9
               Registration Rights Agreement               9
               Regular Record Date                         9
               Responsible Officer                         9
               Restricted Securities Legend                9
               Securities                                  9
               Security Register                           9
               Senior Indebtedness                         9
               Shelf Registration Statement               10
               Special Event                              10
               Special Record Date                        10
               Stated Maturity                            10 
               Subsidiary                                 10
               Tax Event                                  10
               Trading Day                                11
               Trust                                      11
               Trustee                                    11
               Trust Indenture Act                        11
               Trust Securities                           11
               Vice President                             11
               Voting Stock                               11

SECTION 102.   Compliance Certificates and Opinions       11
SECTION 103.   Form of Documents Delivered to Trustee     12
SECTION 104.   Acts of Holders; Record Dates              13
SECTION 105.   Notices, Etc., to Trustee and the
               Company                                    15
SECTION 106.   Notice to Holders; Waiver                  15
SECTION 107.   Conflict with Trust Indenture Act          16
SECTION 108.   Effect of Headings and Table of
               Contents                                   16
SECTION 109.   Successors and Assigns                     16
SECTION 110.   Separability Clause                        16
SECTION 111.   Benefits of Indenture                      16
SECTION 112.   Governing Law                              16
SECTION 113.   Legal Holidays                             17


     ARTICLE TWO
     Security Forms

SECTION 201.   Forms Generally                            17
SECTION 202.   Initial Issuance to Property Trustee       18

     ARTICLE THREE
     The Securities

SECTION 301.   Title and Terms                            19
SECTION 302.   Denominations                              21
SECTION 303.   Execution, Authentication, Delivery and
               Dating                                     21
SECTION 304.   Temporary Securities                       21
SECTION 305.   Registration, Registration of Transfer and
               Exchange                                   22
SECTION 306.   Mutilated, Destroyed, Lost and Stolen
               Securities                                 24
SECTION 307.   Payment of Interest; Interest Rights
               Preserved                                  24
SECTION 308.   Persons Deemed Owners                      26
SECTION 309.   Cancellation                               27
SECTION 310.   Right of Set Off                           27
SECTION 311.   CUSIP Numbers                              27
SECTION 312.   Extension of Interest Payment Period; Notice
               of Extension                               27
SECTION 313.   Paying Agent, Security Registrar and
               Conversion Agent                           29
SECTION 314.   Global Security                            29

     ARTICLE FOUR
     Satisfaction and Discharge

SECTION 401.   Satisfaction and Discharge of Indenture    31
SECTION 402.   Application of Trust Money                 32

                          ARTICLE FIVE
     Remedies

SECTION 501.   Events of Default                          33
SECTION 502.   Acceleration of Maturity; Rescission and
               Annulment                                  35
SECTION 503.   Collection of Indebtedness and Suits for
               Enforcement by Trustee                     36
SECTION 504.   Trustee May File Proofs of Claim           36
SECTION 505.   Trustee May Enforce Claims Without Possession
               of Securities                              37
SECTION 506.   Application of Money Collected             37
SECTION 507.   Limitation on Suits                        38
SECTION 508.   Unconditional Right of Holders to Receive
               Principal and Interest and Convert         39
SECTION 509.   Restoration of Rights and Remedies         39
SECTION 510.   Rights and Remedies Cumulative             39
SECTION 511.   Delay or Omission Not Waiver               39
SECTION 512.   Control by Holders                         40
SECTION 513.   Waiver of Past Defaults                    40
SECTION 514.   Undertaking for Costs                      41
SECTION 515.   Waiver of Stay or Extension Laws           41
SECTION 516.   Enforcement by Holders of Preferred
               Securities                                 41

     ARTICLE SIX
     The Trustee

SECTION 602.   Notice of Defaults                         43
SECTION 603.   Certain Rights of Trustee                  43
SECTION 604.   Not Responsible for Recitals or Issuance of
               Securities                                 44
SECTION 605.   May Hold Securities                        45
SECTION 606.   Money Held in Trust                        45
SECTION 607.   Compensation and Reimbursement             45
SECTION 608.   Disqualification; Conflicting Interests    46
SECTION 609.   Corporate Trustee Required; Eligibility    46
SECTION 610.   Resignation and Removal; Appointment of
               Successor                                  46
SECTION 611.   Acceptance of Appointment by Successor     48
SECTION 612.   Merger, Conversion, Consolidation or
               Succession to Business                     48
SECTION 613.   Preferential Collection of Claims Against
               Company                                    49

     ARTICLE SEVEN
     Holders' Lists and Reports by Trustee and Company

SECTION 701.   Company to Furnish Trustee Names and
               Addresses of Holders                       49
SECTION 702.   Preservation of Information; Communications
               to Holders                                 50
SECTION 703.   Reports by Trustee                         50
SECTION 704.   Reports by Company                         50

                            ARTICLE EIGHT
     Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.   Company May Consolidate, Etc., Only on
               Certain Terms                              51
SECTION 802.   Successor Substituted                      52

     ARTICLE NINE
     Supplemental Indentures

SECTION 901.   Supplemental Indentures Without Consent of
               Holders                                    52
SECTION 902.   Supplemental Indentures with Consent of
               Holders                                    53
SECTION 903.   Execution of Supplemental Indentures       55
SECTION 904.   Effect of Supplemental Indentures          55
SECTION 905.   Conformity with Trust Indenture Act        56
SECTION 906.   Reference in Securities to Supplemental
               Indentures                                 56

     ARTICLE TEN
     Covenants; Representations and Warranties

SECTION 1001.  Payment of Principal and Interest          56
SECTION 1002.  Maintenance of Office or Agency            56
SECTION 1003.  Money for Security Payments to Be Held in
               Trust                                      57
SECTION 1004.  Statement by Officers as to Default        58
SECTION 1005.  Limitation on Dividends; Covenants as to the
               Trust                                      58
SECTION 1006.  Payment of Expenses of the Trust           59
SECTION 1007.  Registration Rights                        60

     ARTICLE ELEVEN
     Redemption of Securities

SECTION 1101.  Right of Redemption                        62
SECTION 1102.  Applicability of Article                   63
SECTION 1103.  Election to Redeem; Notice to Trustee      63
SECTION 1104.  Selection by Trustee of Securities to Be
               Redeemed                                   63
SECTION 1105.  Notice of Redemption                       64
SECTION 1106.  Deposit of Redemption Price                65
SECTION 1107.  Securities Payable on Redemption Date      65
SECTION 1108.  Securities Redeemed in Part                65
SECTION 1109.  Optional Redemption                        66
SECTION 1110.  Tax Event Redemption                       67

     ARTICLE TWELVE
     Subordination of Securities

SECTION 1201.  Agreement to Subordinate                   68
SECTION 1202.  Default on Senior Indebtedness             68
SECTION 1203.  Liquidation; Dissolution; Bankruptcy       69
SECTION 1204.  Subrogation                                70
SECTION 1205.  Trustee to Effectuate Subordination        72
SECTION 1206.  Notice by the Company                      72
SECTION 1207.  Rights of the Trustee; Holders of Senior
               Indebtedness                               73
SECTION 1208.  Subordination May Not Be Impaired          73

     ARTICLE THIRTEEN
     Conversion of Securities

SECTION 1302.  Conversion Procedures                      75
SECTION 1303.  Conversion Price Adjustments               77
SECTION 1304.  Reclassification, Consolidation, Merger or
               Sale of Assets                             83
SECTION 1305.  Notice of Adjustments of Conversion Price  83
SECTION 1306.  Prior Notice of Certain Events             84
SECTION 1307.  Certain Defined Terms                      85
SECTION 1308.  Dividend or Interest Reinvestment Plans    86
SECTION 1309.  Certain Additional Rights                  86
SECTION 1310.  Restrictions on Common Stock Issuable Upon
               Conversion.                                87
SECTION 1311.  Trustee Not Responsible for Determining
               Conversion Price or Adjustments            87

     ARTICLE FOURTEEN
     Immunity of Incorporators, Stockholders,
     Officers and Directors

SECTION 1401.   No Recourse                               88


EXHIBIT A      Form of the Security

ANNEX I              Form of Amended and Restated Declaration  of
               Trust  among the Company, as Sponsor, The Bank  of
               New  York,  The  Bank Of New York (Delaware),  and
               Steven  A.  McArthur, John G. Sylvia  and  Gregory
               Abel, as trustees, dated as of February 26, 1997.
______________
Note:     This table of contents shall not, for any purpose, be
          deemed to be a part of the Indenture.
           INDENTURE,  dated  as of February  26,  1997,  between
CalEnergy  Company,  Inc.,  a  corporation  duly  organized   and
existing  under the laws of the State of Delaware (herein  called
the  "Company"), having its principal office at  302  South  36th
Street,  Suite 400, Omaha, Nebraska  68131, and The Bank  of  New
York,  a New York banking corporation, as Trustee (herein  called
the "Trustee").

     RECITALS OF THE COMPANY

            WHEREAS,  CalEnergy  Capital  Trust  II,  a  Delaware
business  trust  (the  "Trust"), formed  under  the  Amended  and
Restated Declaration of Trust among the Company, as Sponsor,  The
Bank  of  New York, as property trustee (the "Property  Trustee")
and  The Bank of New York (Delaware) (the "Delaware Trustee") and
Steven A. McArthur, John G. Sylvia and Gregory Abel, as trustees,
dated  as  of February 26, 1997 (the "Declaration"), pursuant  to
the  Purchase Agreement (the "Purchase Agreement") dated February
20, 1997, among the Company, the Trust and the Initial Purchasers
named  therein, will issue and sell up to 3,000,000 (or 3,600,000
if  the  over-allotment option is exercised  in  full)  aggregate
liquidation preference of its 6-1/4% Trust Convertible  Preferred
Securities   (the  "Preferred  Securities")  with  a  liquidation
preference  of  $50 per Preferred Security, having  an  aggregate
liquidation  amount with respect to the assets of  the  Trust  of
$150,000,000  (or  $180,000,000 if the over-allotment  option  is
exercised in full);

           WHEREAS, the trustees of the Trust, on behalf  of  the
Trust,  will execute and deliver to the Company Common Securities
evidencing an ownership interest in the Trust, registered in  the
name  of  the  Company,  in an aggregate amount  equal  to  three
percent of the capitalization of the Trust, equivalent to  92,784
Common  Securities  (or 111,341 Common Securities  if  the  over-
allotment  option  is  exercised in  full),  with  a  liquidation
preference  of  $50  per  Common Security,  having  an  aggregate
liquidation  amount with respect to the assets of  the  Trust  of
$4,639,200  (or  $5,567,050  if  the  over-allotment  option   is
exercised in full) (the "Common Securities");

           WHEREAS, the Trust will use the proceeds from the sale
of the Preferred Securities and the Common Securities to purchase
from  the  Company Securities (as defined below) in an  aggregate
principal  amount of $154,639,200 (or $185,567,050 if  the  over-
allotment option is exercised in full);

           WHEREAS,  the Company is guaranteeing the  payment  of
distributions  on the Preferred Securities, and  payment  of  the
Redemption Price and payments on liquidation with respect to  the
Preferred  Securities, to the extent provided  in  the  Preferred
Securities  Guarantee  Agreement (the  "Guarantee")  between  the
Company  and The Bank of New York, as guarantee trustee, for  the
benefit  of the holders of the Preferred Securities from time  to
time;

           WHEREAS, the Company has duly authorized the  creation
of  an  issue  of  its  6-1/4%  Convertible  Junior  Subordinated
Debentures  Due  2012  (the "Securities"), of  substantially  the
tenor  and  amount hereinafter set forth and to provide  therefor
the  Company  has duly authorized the execution and  delivery  of
this Indenture;

            WHEREAS,  so  long  as  the  Trust  is  a  Holder  of
Securities,  and  any Preferred Securities are  outstanding,  the
Declaration provides that the holders of Preferred Securities may
cause  the  Conversion  Agent  to  (a)  exchange  such  Preferred
Securities  for Securities held by the Trust and (b)  immediately
convert such Securities into Common Stock; and

           WHEREAS,  all things necessary to make the Securities,
when  executed  by  the Company and authenticated  and  delivered
hereunder  and duly issued by the Company, the valid  obligations
of  the Company, and to make this Indenture a valid agreement  of
the  Company, in accordance with their and its terms,  have  been
done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


     ARTICLE ONE

     Definitions and Other Provisions
     of General Application
I
I01.      Definitions.

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

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

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

          (3)       all accounting terms not otherwise defined herein have
     the meanings assigned to them in accordance with generally
     accepted accounting principles; and

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

           "Act",  when used with respect to any Holder, has  the
meaning specified in Section 104.

           "Additional  Interest" has the  meaning  specified  in
Section 301.

           "Additional  Payments" means Compounded  Interest  and
Additional Interest, if any.

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

           "Agent"  means any Registrar, Paying Agent, Conversion
Agent or co-registrar.

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

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

          "Business Day" means any day other than a Saturday or a
Sunday or a day on which banking institutions in The City of  New
York  are  authorized  or  required  by  any  applicable  law  or
executive order to remain closed.

           "Closing  Price" has the meaning specified in  Section
1307.

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

           "Common Securities" has the meaning specified  in  the
recitals to this Instrument.

           "Common Securities Guarantee" means any guarantee that
the  Company may enter into for the benefit of holders of  Common
Securities of the Trust.

           "Common Stock" includes any stock of any class of  the
Company  which  has no preference in respect of dividends  or  of
amounts  payable  in  the event of any voluntary  or  involuntary
liquidation, dissolution or winding up of the Company  and  which
is not subject to redemption by the Company.  However, subject to
the provisions of Article Thirteen, shares issuable on conversion
of  Securities shall include only shares of the class  designated
as  Common Stock of the Company at the date of this instrument or
shares   of   any   class   or   classes   resulting   from   any
reclassification or reclassifications thereof and which  have  no
preference in respect of dividends or of amounts payable  in  the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption
by the Company; provided, that if at any time there shall be more
than one such resulting class, the shares of each such class then
so   issuable  on  conversion  shall  be  substantially  in   the
proportion  which  the  total number  of  shares  of  such  class
resulting  from  all such reclassifications bears  to  the  total
number  of  shares of all such classes resulting  from  all  such
reclassifications.

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

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

           "Compounded  Interest" has the  meaning  specified  in
Section 312.

          "Conversion Agent" means the Person appointed to act on
behalf  of  the holders of Preferred Securities in effecting  the
conversion of Preferred Securities as and in the manner set forth
in the Declaration and Section 1302 hereof.

           "Conversion Date" has the meaning specified in Section
1302.

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

          "Declaration" has the meaning specified in the Recitals
of this instrument.

           "Defaulted  Interest"  has the  meaning  specified  in
Section 307.

           "Delaware  Trustee" has the meaning given  it  in  the
Recitals of this instrument.

           "Depositary"  means, with respect  to  any  Securities
issued  in  the form of one or more Global Security,  a  clearing
agency registered under the Exchange Act that is dedicated to act
as Depositary for the Securities.

           "Direct  Action" means a proceeding  instituted  by  a
holder  of  Preferred Securities directly against the Company  to
enforce rights under the Securities in certain circumstances,  as
specified in Section 516.

           "Dissolution  Event" means that, as a  result  of  the
occurrence and continuation of a Special Event, the Trust  is  to
be   dissolved  in  accordance  with  the  Declaration  and   the
Securities held by the Property Trustee are to be distributed  to
the  holders of Trust Securities issued by The Trust pro rata  in
accordance with the Declaration.

           "Dissolution Tax Opinion" has the meaning specified in
the Declaration.

           "Event  of  Default"  has  the  meaning  specified  in
Section 501.

           "Exchange  Act" means the Securities Exchange  Act  of
1934, as amended from time to time, or any successor legislation.

           "Extended  Interest Payment Period"  has  the  meaning
specified in Section 312.

           "Global Security" has the meaning specified in Section
314.

           "Guarantee" has the meaning specified in the  Recitals
to this instrument.

           "Holder"  means a Person in whose name a  Security  is
registered in the Security Register.

            "Indenture"  means  this  instrument  as   originally
executed  or  as  it  may from time to time  be  supplemented  or
amended  by  one  or more indentures supplemental hereto  entered
into pursuant to the applicable provisions hereof, including, for
all  purposes  of  this  instrument  and  any  such  supplemental
indenture,  the provisions of the Trust Indenture  Act  that  are
deemed  to be a part of and govern this instrument and  any  such
supplemental indenture, respectively and shall include the  terms
of the Securities.

           "Initial  Purchasers," with respect to  the  Preferred
Securities,  means Lehman Brothers Inc. and Donaldson,  Lufkin  &
Jenrette Securities Corporation.

           "Interest  Payment Date" has the meaning specified  in
Section 301.

          "Investment Company Event" has the meaning specified in
the Declaration.

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

           "Maturity Date" means the date on which the Securities
mature  and  on  which the principal shall  be  due  and  payable
together  with all accrued and unpaid interest thereon  including
Compounded Interest and Additional Interest, if any.

           "Ministerial  Action"  has the  meaning  specified  in
Section 1110.

           "90  Day Period" has the meaning specified in  Section
1110.

           "No Recognition Opinion" has the meaning specified  in
the Declaration.

           "non  Book-Entry Preferred Securities" has the meaning
specified in Section 314.

           "Notice of Conversion" means the notice to be given by
a   holder  of  Preferred  Securities  to  the  Conversion  Agent
directing   the  Conversion  Agent  to  exchange  such  Preferred
Securities  for  Securities and to convert such  Securities  into
Common Stock on behalf of such holder.

           "Officer's Certificate" means a certificate signed  by
the  Chairman of the Board, the Vice Chairman of the  Board,  the
President,  a  Vice President, the Treasurer or the Secretary  of
the Company and delivered to the Trustee.  The officer signing an
Officer's Certificate given pursuant to Section 1004 shall be the
principal  executive,  financial or  accounting  officer  of  the
Company.

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

           "Outstanding", when used with respect  to  Securities,
means,   as   of  the  date  of  determination,  all   Securities
theretofore  authenticated and delivered  under  this  Indenture,
except:   (i) Securities theretofore cancelled by the Trustee  or
delivered  to  the Trustee for cancellation; (ii) Securities  for
whose  payment  or redemption money in the necessary  amount  has
been  theretofore deposited with the Trustee or any Paying  Agent
(other than the Company) in trust or set aside and segregated  in
trust  by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided, that if such
Securities or portions of Securities are to be redeemed prior  to
maturity, notice of such redemption has been duly given  pursuant
to  this  Indenture  or provision therefor  satisfactory  to  the
Trustee has been made; and (iii) Securities which have been  paid
pursuant to Section 306, converted into Common Stock pursuant  to
Section  1301,  or  in  exchange for or in lieu  of  which  other
Securities have been authenticated and delivered pursuant to this
Indenture,  other  than any such Securities in respect  of  which
there shall have been presented to the Trustee proof satisfactory
to  it that such Securities are held by a bona fide purchaser  in
whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the
requisite  principal  amount of the Outstanding  Securities  have
given  any  request,  demand, authorization,  direction,  notice,
consent  or waiver hereunder, Securities owned by the Company  or
any  other  obligor upon the Securities or any Affiliate  of  the
Company or of such other obligor shall be disregarded and  deemed
not  to  be Outstanding, except that, in determining whether  the
Trustee  shall  be  protected in relying upon any  such  request,
demand, authorization, direction, notice, consent or waiver, only
Securities  which the Trustee knows to be so owned  shall  be  so
disregarded.  Securities so owned which have been pledged in good
faith  may  be regarded as Outstanding if the pledgee establishes
to  the satisfaction of the Trustee the pledgee's right so to act
with  respect to such Securities and that the pledgee is not  the
Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor.

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

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

          "Predecessor Security" of any particular Security means
every  previous Security evidencing all or a portion of the  same
debt as that evidenced by such particular Security; and, for  the
purposes  of  this  definition, any  Security  authenticated  and
delivered  under  Section 306 in exchange for or  in  lieu  of  a
mutilated, destroyed, lost or stolen Security shall be deemed  to
evidence  the  same  debt as the mutilated,  destroyed,  lost  or
stolen Security.

          "Preferred Securities" has the meaning specified in the
Recitals to this instrument.

           "Property  Trustee" has the meaning specified  in  the
Recitals of this instrument.

           "Purchase Agreement" has the meaning specified in  the
Recitals to this instrument.

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

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

           "Redemption Tax Opinion" has the meaning set forth  in
the Declaration.

           "Reference Date" has the meaning specified in  Section
1303(c).

           "Registration  Default" has the meaning  specified  in
Section 1007.

            "Registration  Rights  Agreement"  has  the   meaning
specified in Section 1007.

           "Regular  Record  Date" has the meaning  specified  in
Section 301.

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

            "Restricted  Securities  Legend"  has   the   meaning
specified in Section 202.

           "Securities" has the meaning specified in the Recitals
to this instrument.

           "Security Register" and "Security Registrar" have  the
respective meanings specified in Section 305.

           "Senior Indebtedness" means in respect of the  Company
(i)  the  principal, premium, if any, and interest in respect  of
(A)   indebtedness  of  such  obligor  for  money  borrowed   and
(B)  indebtedness evidenced by securities, debentures,  bonds  or
other  similar  instruments  issued by  such  obligor,  (ii)  all
capital  lease obligations of such obligor, (iii) all obligations
of  such obligor issued or assumed as the deferred purchase price
of property, all conditional sale obligations of such obligor and
all  obligations  of  such  obligor  under  any  title  retention
agreement  (but excluding trade accounts payable arising  in  the
ordinary  course  of  business), (iv)  all  obligations  of  such
obligor  for the reimbursement of any letter of credit,  banker's
acceptance,   security  purchase  facility  or   similar   credit
transaction,  (v)  all obligations of the  type  referred  to  in
clauses  (i) through (iv) above of other Persons for the  payment
of  which  such  obligor  is responsible or  liable  as  obligor,
guarantor  or  otherwise, and (vi) all obligations  of  the  type
referred  to  in clauses (i) through (v) above of  other  persons
secured  by  any  lien on any property or asset of  such  obligor
(whether  or  not  such obligation is assumed by  such  obligor),
except  for  (1) any such indebtedness issued after the  date  of
original  issuance  of  the  Securities  that  is  by  its  terms
subordinated  to or pari passu with the Securities  and  (2)  any
indebtedness (including all other debt securities and  guarantees
in  respect  of  those debt securities) initially issued  to  any
other  trust, or a trustee of such trust, partnership,  or  other
entity   affiliated  with  the  Company  that  is,  directly   or
indirectly,  a  financing vehicle of the  Company  (a  "Financing
Entity") in connection with the issuance by such Financing Entity
of  preferred securities or other securities which by their terms
rank pari passu with, or junior to, the Preferred Securities.

            "Shelf   Registration  Statement"  has  the   meaning
specified in Section 1007.

           "Special  Event"  has  the meaning  specified  in  the
Declaration.

           "Special Record Date" for the payment of any Defaulted
Interest   means  a  date  fixed  by  the  Trustee  pursuant   to
Section 307.

           "Stated  Maturity",  when used  with  respect  to  any
Security  or any installment of interest thereon, means the  date
specified  in  such  Security as the  fixed  date  on  which  the
principal,   together  with  any  accrued  and  unpaid   interest
(including  Compounded  Interest),  of  such  Security  or   such
installment of interest is due and payable.

          "Subsidiary" of any Person means (i) a corporation more
than  50%  of  the  outstanding Voting Stock of which  is  owned,
directly  or indirectly, by such Person or by one or  more  other
Subsidiaries  of such Person or by such Person and  one  or  more
Subsidiaries  thereof  or (ii) any other  Person  (other  than  a
corporation)  in  which  such  Person,  or  one  or  more   other
Subsidiaries of such Person or such Person and one or more  other
Subsidiaries  thereof, directly or indirectly,  has  at  least  a
majority  ownership and power to direct the policies,  management
and affairs thereof.

            "Tax   Event"  has  the  meaning  specified  in   the
Declaration.

            "Trading   Day"   has   the  meaning   specified   in
Section 1307.

           "Trust"  has the meaning specified in the Recitals  to
this instrument.

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

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

            "Trust   Securities"  means  Common  Securities   and
Preferred Securities.

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

           "Voting  Stock" of any Person means capital  stock  of
such Person which ordinarily has voting power for the election of
directors  (or  Persons  performing similar  functions)  of  such
Person,  whether at all times or only so long as no senior  class
of securities has such voting power by reason of any contingency.
     Compliance Certificates and Opinions.

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

          Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall
include

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

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

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

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

I03.      Form of Documents Delivered to Trustee.

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

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

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

I04.      Acts of Holders; Record Dates.

          (a)       Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to  be
given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing;  and,
except as herein otherwise expressly provided, such action  shall
become   effective  when  such  instrument  or  instruments   are
delivered  to  the  Trustee and, where  it  is  hereby  expressly
required,  to  the Company.  Such instrument or instruments  (and
the  action  embodied therein and evidenced thereby)  are  herein
sometimes  referred to as the "Act" of the Holders  signing  such
instrument  or  instruments.  Proof  of  execution  of  any  such
instrument  or  of a writing appointing any such agent  shall  be
sufficient  for  any purpose of this Indenture  and  (subject  to
Section  601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

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

    (c)    The Company may, in the circumstances permitted by the
Trust  Indenture  Act, fix any day as the  record  date  for  the
purpose  of  determining  the Holders of  Outstanding  Securities
entitled   to   give,   make  or  take   any   request,   demand,
authorization,  direction,  notice,  consent,  waiver  or   other
action, or to vote on any action, authorized or permitted  to  be
given  or  taken by Holders.  If not set by the Company prior  to
the  first solicitation of a Holder made by any Person in respect
of  any  such action, or, in the case of any such vote, prior  to
such  vote, the record date for any such action or vote shall  be
the  30th day (or, if later, the date of the most recent list  of
Holders required to be provided pursuant to Section 701) prior to
such first solicitation or vote, as the case may be.  With regard
to  any record date, only the Holders on such date (or their duly
designated  proxies) shall be entitled to give or take,  or  vote
on, the relevant action.

           The  Trustee may set any day as a record date for  the
purpose  of  determining  the Holders of  Outstanding  Securities
entitled  to  join in the giving or making of (i) any  Notice  of
Default,  (ii)  any declaration of acceleration  referred  to  in
Section  502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section
512.   If any record date is set pursuant to this paragraph,  the
Holders  of  Outstanding Securities on such record date,  and  no
other  Holders,  shall  be  entitled  to  join  in  such  notice,
declaration,  request or direction, whether or not  such  Holders
remain  Holders after such record date; Nothing in this paragraph
shall  be  construed to prevent the Trustee from  setting  a  new
record date for any action for which a record date has previously
been  set  pursuant to this paragraph (whereupon the record  date
previously  set  shall automatically and with no  action  by  any
Person  be  cancelled  and of no effect),  and  nothing  in  this
paragraph  shall  be construed to render ineffective  any  action
taken by Holders of the requisite principal amount of Outstanding
Securities of the date such action is taken.

          (d)       The ownership of Securities shall be proved by the
Security Register.

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

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

I05.      Notices, Etc., to Trustee and the Company.

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

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

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

I06.      Notice to Holders; Waiver.

           Where this Indenture provides for notice to Holders of
any  event,  such  notice  shall be sufficiently   given  (unless
otherwise  herein expressly provided) if in writing  and  mailed,
first-class  postage  prepaid, to each Holder  affected  by  such
event,  at  such Holder's address as it appears in  the  Security
Register,  not  later  than the latest date  (if  any),  and  not
earlier  than  the  earliest date (if any),  prescribed  for  the
giving  of  such notice.  In any case where notice to Holders  is
given  by mail, neither the failure to mail such notice, nor  any
defect  in  any notice so mailed, to any particular Holder  shall
affect  the  sufficiency of such notice  with  respect  to  other
Holders.   Any  notice when mailed to a Holder in  the  aforesaid
manner shall be conclusively deemed to have been received by such
Holder  whether or not actually received by such  Holder.   Where
this Indenture provides for notice in any manner, such notice may
be  waived  in  writing by the Person entitled  to  receive  such
notice,  either before or after the event, and such waiver  shall
be  the  equivalent of such notice.  Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not  be  a
condition  precedent  to  the validity of  any  action  taken  in
reliance upon such waiver.

           In  case  by reason of the suspension of regular  mail
service or by reason of any other cause it shall be impracticable
to  give such notice by mail, then such notification as shall  be
made  with  the  approval  of  the  Trustee  shall  constitute  a
sufficient  notification for every purpose hereunder.    Conflict
with Trust Indenture Act.

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

I08.      Effect of Headings and Table of Contents.

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

I09.      Successors and Assigns.

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

I010.          Separability Clause.

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

I011.          Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express
or  implied,  shall give to any Person, other  than  the  parties
hereto  and  their  successors hereunder, the holders  of  Senior
Indebtedness, the holders of Preferred Securities (to the  extent
provided  herein) and the Holders of Securities, any  benefit  or
any  legal  or  equitable  right,  remedy  or  claim  under  this
Indenture.

I012.          Governing Law.

           THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE  STATE  OF  NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

I013.          Legal Holidays.

          In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security or the last date on which
a Holder has the right to convert his Securities shall not be a
Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal
(and premium, if any) or conversion of the Securities need not be
made on such date, but may be made on the next succeeding
Business Day (except that, if such Business Day is in the next
succeeding calendar year, such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, shall be the
immediately preceding Business Day) with the same force and
effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or on such last day for
conversion, provided, that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be. ARTICLE TWO

     Security Forms
II
II01.          Forms Generally.

          The Securities and the Trustee's certificates of
authentication shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a part of this
Indenture.  The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to
the Company).  The Company shall furnish any such legend not
contained in Exhibit A to the Trustee in writing.  Each Security
shall be dated the date of its authentication.  The terms and
provisions of the Securities set forth in Exhibit A are part of
the terms of this Indenture and to the extent applicable, the
Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be
bound thereby.

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

II02.          Initial Issuance to Property Trustee.

          The Securities initially issued to the Property Trustee
of the Trust shall be in the form of one or more individual
certificates in definitive, fully registered form without
distribution coupons and shall bear the following legend (the
"Restricted Securities Legend") unless the Company determines
otherwise in accordance with applicable law:

          THIS SECURITY HAS AND ANY COMMON STOCK (AND RELATED
RIGHTS) ISSUED ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAW.  THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS,
ACKNOWLEDGES, AND AGREES FOR THE BENEFIT OF CALENERGY COMPANY,
INC. (THE "COMPANY") THAT: (I) IT HAS ACQUIRED A "RESTRICTED
SECURITY" THAT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT;
(II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION
TERMINATION DATE") EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-
U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED
INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS
SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE.  ANY
OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSE
(D), (E) OR (F) IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS
SECURITY AND THE TRUSTEES FOR SUCH ISSUER (i) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM IN FORM AND SUBSTANCE,
AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.
     ARTICLE THREE

     The Securities

III
III01.         Title and Terms.

          The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is limited to
the sum of (a) $154,639,200 and (b) such aggregate principal
amount (which may not exceed $185,567,050 aggregate principal
amount) of Securities, if any, as shall be purchased by the Trust
pursuant to an over-allotment option in accordance with the terms
and provisions of the Purchase Agreement dated February 20, 1997,
among the Company, the Trust and the Initial Purchasers named
therein, except for Securities authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 304, 305, 306, 906, 1108 or
1301.

          The Securities shall be known and designated as the "6-
1/4% Convertible Junior Subordinated Debentures Due 2012" of the
Company.  Their Stated Maturity shall be February 25, 2012, and
they shall bear interest at the rate of  6-1/4% per annum, from
February 26, 1997 or from the most recent Interest Payment Date
(as defined below) to which interest has been paid or duly
provided for, as the case may be, payable quarterly (subject to
deferral as set forth herein), in arrears, on March 1, June 1,
September 1 and December 1 (each an "Interest Payment Date") of
each year, commencing June 1, 1997 until the principal thereof is
paid or made available for payment, and they shall be paid to the
Person in whose name the Security is registered at the close of
business on the regular record date for such interest
installment, which shall be the close of business on the date
which is 15 days prior to each Interest Payment Date (the
"Regular Record Date").  Interest will compound quarterly and
will accrue at the rate of 6-1/4% per annum on any interest
installment in arrears for more than one quarter or during an
extension of an interest payment period as set forth in Section
312 hereof.

          The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.
Except as provided in the following sentence, the amount of
interest payable for any period shorter than a full quarterly
period for which interest in computed, will be computed on the
basis of the actual number of days elapsed in such a 30-day
month.  In the event that any date on which interest is payable
on the Securities is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such
date.

          If at any time while the Property Trustee is the Holder
of any Securities, the Trust or the Property Trustee is required
to pay any taxes, duties assessments or governmental charges of
whatever nature (other than withholding, transfer or stamp taxes)
imposed by the United States, or any other taxing authority,
then, in any case, the Company will pay as additional interest
("Additional Interest") on the Securities held by the Property
Trustee, such additional amounts as shall be required so that the
net amounts received and retained by the Trust and the Property
Trustee after paying such taxes, duties assessments or other
governmental charges will be equal to the amounts the Trust and
the Property Trustee would have received had no such taxes,
duties, assessments or other government charges been imposed.

          The principal of and interest on the Securities shall
be payable at the office or agency of the Company in the United
States maintained for such purpose and at any other office or
agency maintained by the Company for such purpose in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.

          The Securities shall be redeemable as provided in
Article Eleven hereof.

          The Securities shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Twelve
hereof.

          The Securities shall be convertible as provided in
Article Thirteen hereof.

III02.         Denominations.

          The Securities shall be issuable only in registered
form without coupons and only in denominations of $50 and
integral multiples thereof.

III03.    Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver
Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee
in accordance with such Company Order shall authenticate and make
available for delivery such Securities as in this Indenture
provided and not otherwise.

          No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered
hereunder.

III04.         Temporary Securities.

          Pending the preparation of definitive Securities, the
Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable
delay.  After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive
Securities upon surrender of the temporary Securities at any
office or agency of the Company designated pursuant to
Section 1002, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities the Company
shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal
amount of definitive Securities of authorized denominations.
Until so exchanged the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as
definitive Securities.

III05.    Registration, Registration of Transfer and Exchange.

          (a)  General.

          The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the  register maintained
in such office and in any other office or agency designated
pursuant to Section 1002 being herein sometimes collectively
referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of
Securities as herein provided.

          Upon surrender for registration of transfer of any
Security at an office or agency of the Company designated
pursuant to Section 1002 for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new
Securities of any authorized denominations and of a like
aggregate principal amount.

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

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

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

          No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1108 or 1301 not
involving any transfer.

          The Company shall not be required (i) in the case of a
partial redemption of the Securities, to issue, register the
transfer of or exchange any Security during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of Securities selected for redemption
under Section 1104 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in
part.

          (b)  Transfer Procedures and Restrictions.

          The Securities may not be transferred except in
compliance with the Restricted Securities Legend unless otherwise
determined by the Company in accordance with applicable law.
Upon any distribution of the Securities to the holders of the
Preferred Securities in accordance with the Declaration, the
Company and the Trustee shall enter into a supplemental indenture
pursuant to Section 901(6) to provide for transfer procedures and
restrictions with respect to the Securities substantially similar
to those contained in the Declaration to the extent applicable in
the circumstances existing at the time of such distribution.

III06.    Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of
like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

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

III07.    Payment of Interest; Interest Rights Preserved.

          Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date.

          Any interest on any Security which is payable, but is
not punctually paid or duly provided for, on any Interest Payment
Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

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

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

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

          In the case of any Security which is converted after
any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security whose Maturity is
prior to such Interest Payment Date), interest whose Stated
Maturity is on such Interest Payment Date shall be payable on
such Interest Payment Date notwithstanding such conversion, and
such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date.  Except as otherwise
expressly provided in the immediately preceding sentence, in the
case of any Security that is converted, interest whose Stated
Maturity is after the date of conversion of such Security shall
not be payable, and the Company shall not make nor be required to
make any other payment, adjustment or allowance with respect to
accrued but unpaid interest (including Additional Payments) on
the Securities being converted, which shall be deemed to be paid
in full.

III08.         Persons Deemed Owners.

          Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest (including Additional
Payments) on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

III09.         Cancellation.

          All Securities surrendered for payment, redemption,
registration of transfer or exchange or conversion shall, if
surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the
Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture.  All
cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order; provided, however, that the Trustee
shall not be required to destroy the certificates representing
such cancelled Securities.

III010.        Right of Set Off.

          Notwithstanding anything to the contrary in this
Indenture, the Company shall have the right to set off any
payment it is otherwise required to make hereunder to the extent
the Company has theretofore made, or is concurrently on the date
of such payment making, a payment under the Guarantee.

III011.        CUSIP Numbers.

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

III012.   Extension of Interest Payment Period; Notice of
               Extension.

          (a)    The Company shall have the right, at any time during the
term of this Security, from time to time to defer payments of
interest by extending the interest payment period of such
Security for up to 20 consecutive quarters (an "Extended Interest
Payment Period") during which Extended Interest Payment Period no
interest (including any Additional Payments) shall be due and
payable; provided, that no Extended Interest Payment Period may
extend beyond the Maturity Date or any earlier Redemption Date.
To the extent permitted by applicable law, interest, the payment
of which has been deferred because of the extension of the
interest payment period, will bear interest thereon at 6-1/4%
compounded quarterly for each quarter of the Extended Interest
Payment Period ("Compounded Interest").  At the end of the
Extended Interest Payment Period, the Company shall pay all
interest then accrued and unpaid on the Securities, including any
Additional Payments that shall be payable to the Holders of the
Securities in whose names the Securities are registered in the
Security Registrar on the first Regular Record Date after the end
of the Extended Interest Payment Period.  Before the expiration
of any Extended Interest Payment Period, the Company may elect to
continue to defer payments of interest for another consecutive
Extended Interest Payment Period; provided, that any such
Extended Interest Payment Period, together with all such previous
and consecutive Extended Interest Payment Periods, shall not
exceed 20 consecutive quarters and shall not extend beyond the
Maturity Date.  Upon the expiration of any Extended Interest
Payment Period and upon the payment of all Additional Payments,
if any, then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.
No interest shall be due and payable during an Extended Interest
Payment Period except at the end thereof.

          (b)    If the Property Trustee is the sole Holder of the
Securities at the time the Company selects an Extended Interest
Payment Period, the Company shall give written notice to the
Regular Trustees, the Property Trustee and the Trustee of its
selection of such Extended Interest Payment Period at least one
Business Day prior to the earlier of (i) the next succeeding
Interest Payment Date or (ii) if the Preferred Securities are
listed on the New York Stock Exchange or other stock exchange or
quotation system, the date the Trust is required to give notice
to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Preferred Securities
of the record date or the date such distributions are payable,
but in any event not less than ten Business Days prior to such
record date.

          (c)    If the Property Trustee is not the sole holder of the
Securities at the time the Company selects an Extended Interest
Payment Period, the Company shall give the Holders of the
Securities and the Trustee written notice of its selection of an
Extended Interest Payment Period at least ten Business Days prior
to the earlier of (i) the next succeeding Interest Payment Date
or (ii) if the Preferred Securities are listed on the New York
Stock Exchange or other stock exchange or quotation system, the
date the Company is required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to
holders of the Securities of the record date or the date such
distributions are payable, but in any event not less than two
Business Days prior to such record date.

          (d)    The quarter in respect of which any notice is given
pursuant to paragraphs (b) and (c) hereof shall be counted as one
of the 20 quarters permitted in the maximum Extended Interest
Payment Period permitted under paragraph (a) hereof.

III013.   Paying Agent, Security Registrar and Conversion Agent.

          The Trustee will initially act as Paying Agent,
Security Registrar and Conversion Agent.  The Company may change
any Paying Agent, Security Registrar, co-registrar or Conversion
Agent without prior notice.  The Company or any of its Affiliates
may act in any such capacity.

III014.   Global Security.

          (a)       In connection with a Dissolution Event,

               (i)       the Securities in certificated form may be presented to
the Trustee by the Property Trustee in exchange for a global
Security in an aggregate principal amount equal to the aggregate
principal amount of all outstanding Securities (a "Global
Security"), to be registered in the name of the Depositary, or
its nominee, and delivered by the Trustee to the Depositary for
crediting to the accounts of its participants pursuant to the
instructions of the Regular Trustees.  The Company upon any such
presentation shall execute a Global Security in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery in accordance with this Indenture.
Payments on the Securities issued as a Global Security will be
made to the Depositary; and

               (ii)       if any Preferred Securities are held in non book-entry
certificated form, the Securities in certificated form may be
presented to the Trustee by the Property Trustee and any
Preferred Security Certificate which represents Preferred
Securities, other than Preferred Securities held by the
Depositary or its nominee, ("Non Book-Entry Preferred
Securities") will be deemed to represent beneficial interests in
Securities presented to the Trustee by the Property Trustee
having an aggregate principal amount equal to the aggregate
liquidation amount of the Non Book-Entry Preferred Securities
until such Preferred Security Certificates are presented to the
Security Registrar for transfer or reissuance at which time such
Preferred Security Certificates will be cancelled and a Security,
registered in the name of the holder of the Preferred Security
Certificate or the transferee of the holder of such Preferred
Security Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the
Preferred Security Certificate cancelled, will be executed by the
Company and delivered to the Trustee for authentication and
delivery in accordance with this Indenture.  On issue of such
Securities, Securities with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Trustee
will be deemed to have been cancelled.

          (b)       A Global Security may be transferred, in whole but not
in part, only to another nominee of the Depositary, or to a
nominee of such successor Depositary.

          (c)       If at any time the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary or if at any
time the Depositary shall no longer be registered or in good
standing under the Exchange Act or other applicable statute or
regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the
case may be, the Company will execute, and, subject to Article
Three of this Indenture, the Trustee, upon written notice from
the Company and receipt of a Company Order, will authenticate and
deliver the Securities in definitive registered form without
coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.  In addition, upon
an Event of Default or if the Company may at any time determine
that the Securities shall no longer be represented by a Global
Security.  In such event the Company will execute, and subject to
Section 305 of this Indenture, the Trustee, upon receipt of an
Officer's Certificate evidencing such determination by the
Company, will authenticate and make available for delivery the
Securities in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security in exchange
for such Global Security.  Upon the exchange of the Global
Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security
shall be cancelled by the Trustee.  Such Securities in definitive
registered form issued in exchange for the Global Security shall
be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so
registered.


     ARTICLE FOUR

     Satisfaction and Discharge

XLISECTION 1.       Satisfaction and Discharge of Indenture.

               This Indenture shall cease to be of further effect
(except as to any surviving rights of conversion, registration of
transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (1)       either

               (A)       all Securities theretofore authenticated and delivered
          (other than (i) Securities which have been destroyed, lost or
          stolen and which have been replaced or paid as provided in
          Section 306 and (ii) Securities for whose payment money has
          theretofore been deposited in trust or segregated and held in
          trust by the Company and thereafter repaid to the Company or
          discharged from such trust, as provided in Section 1003) have
          been delivered to the Trustee for cancellation; or

               (B)       all such Securities not theretofore delivered to the
          Trustee for cancellation have become due and payable and the
          Company has deposited or caused to be deposited with the Trustee
          as trust funds in trust for the purpose an amount sufficient to
          pay and discharge any) and interest (including any Additional
          Payments) to the date of such deposit (in the case of Securities
          which have become due and payable) or to the Stated Maturity or
          Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 607 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section,
the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

XLISECTION 2.       Application of Trust Money.

               Subject to the provisions of the last paragraph of
S Company of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by the Company to the filing of such petition
or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of substantially all of the
property of the Company, or the making by the Company of an
assignment for the benefit of creditors, or the admission by the
Company in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

          (1)       the voluntary or involuntary dissolution, winding up or
     termination of the Trust, except in connection with (i) the
     distribution of Securities to holders of Preferred Securities in
     liquidation or redemption of their interests in the Trust,
     (ii) the redemption of all of the outstanding Preferred
     Securities of the Trust or (iii) certain mergers, consolidations
     or amalgamations, each as permitted by the Declaration.


          ARTICLE FIVE

     Remedies

LISECTION 1.        Events of Default.

               "Event of Default," wherever used herein, means
any one of the following events that has occurred and is
continuing (whatever the reason for such Event of Default and
whether it shall be occasioned by the provisions of
Article Twelve or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative
or governmental body):

          (1)       default in the payment of the principal of (or premium,
     if any, on) any Security when due whether at Maturity, upon
     redemption, by declaration or otherwise; or

          (2)       default in the payment of any interest upon any
     Security, including any Additional Payments in respect thereof,
     when it becomes due and payable, and continuance of such default
     for a period of 30 days; provided, that a valid extension of the
     interest payment period by the Company pursuant to this Indenture
     shall not constitute a default in the payment of interest
     (including any Additional Payments) for this purpose; or

          (3)       failure by the Company to issue and deliver Common
     Stock upon an election to convert the Securities into Common
     Stock in accordance with Article Thirteen hereof; or

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

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

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

          (7)       the voluntary or involuntary dissolution, winding up or
     termination of the Trust, except in connection with (i) the
     distribution of Securities to holders of Preferred Securities in
     liquidation or redemption of their interests in the Trust,
     (ii) the redemption of all of the outstanding Preferred
     Securities of the Trust or (iii) certain mergers, consolidations
     or amalgamations, each as permitted by the Declaration.

LISECTION 2.   Acceleration of Maturity; Rescission and
               Annulment.

               If an Event of Default occurs and is continuing,
then and in every such case, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities
may declare the principal of all the Securities and any other
amounts payable hereunder to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal and all
accrued interest shall become immediately due and payable.

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

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

               (A)       all overdue interest (including any Additional
          Payments) on all Securities,

               (B)       the principal of any Securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities, and

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

          and

          (2)       all Events of Default, other than the non-payment of
     the principal of Securities which have become due solely by such
     declaration of acceleration, have been cured or waived as
     provided in Section 513.

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

LISECTION 3.   Collection of Indebtedness and Suits for
               Enforcement by Trustee.

               The Company covenants that if:

          (1)       default is made in the payment of any interest
     (including any Additional Payments) on any Security when such
     interest becomes due and payable and such default continues for a
     period of 30 days; provided that a valid extension of the
     interest payment period by the Company pursuant to this Indenture
     shall not constitute a default in the payment of any interest
     (including Additional Payments) for this purpose, or

          (2)       default is made in the payment of the principal of any
     Security at the Maturity thereof,

     the Company will, upon written demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and
interest, as applicable, (including any Additional Payments) and,
to the extent that payment thereof shall be legally enforceable,
interest on any overdue principal and on any overdue interest
(including any Additional Interest), at the rate borne by the
Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

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

LISECTION 4.        Trustee May File Proofs of Claim.

               In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), its property
or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

               No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such
proceeding.

LISECTION 5.   Trustee May Enforce Claims Without Possession of
               Securities.

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

LISECTION 6.        Application of Money Collected.

               Subject to Article Twelve, any money collected by
the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal
or interest (including any Additional Payments), upon
presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if
fully paid:

               FIRST:    To the payment of all amounts due the
     Trustee under Section 607; and

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

LISECTION 7.        Limitation on Suits.

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

          (1)       such Holder has previously given written notice to the
     Trustee of a continuing Event of Default;

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

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

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

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

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

LISECTION 8.   Unconditional Right of Holders to Receive
               Principal and Interest and Convert.

               Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the
principal of and (subject to Sections 307 and 312) interest
(including any Additional Payments) on such Security on the
respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to convert
such Security in accordance with Article Thirteen and to
institute suit for the enforcement of any such payment and right
to convert, and such rights shall not be impaired without the
consent of such Holder.

LISECTION 9.        Restoration of Rights and Remedies.

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

VISECTION 10.       Rights and Remedies Cumulative.

               Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity
or otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

VISECTION 11.       Delay or Omission Not Waiver.

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

VISECTION 12.       Control by Holders.

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

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

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

VISECTION 13.       Waiver of Past Defaults.

               Subject to Section 902 hereof, the Holders of not
less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities
waive any past default hereunder and its consequences, except a
default

          (1)       in the payment of the principal of, premium, if any, or
     interest (including any Additional Payments) on any Security
     (unless such default has been cured and a sum sufficient to pay
     all matured installments of interest and principal due otherwise
     than by acceleration has been deposited with the Trustee); or

          (2)       in respect of a covenant or provision hereof which
     under Article Nine cannot be modified or amended without the
     consent of the Holder of each Outstanding Security affected;
     provided, however, that if the Securities are held by the Trust
     or a trustee of the Trust, such waiver shall not be effective
     until the holders of a majority in liquidation preference of
     Trust Securities of the Trust shall have consented to such
     waiver; provided, further, that if the consent of the Holder of
     each outstanding Security is required, such waiver shall not be
     effective until each holder of the Securities of the Trust shall
     have consented to such waiver.

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

VISECTION 14.       Undertaking for Costs.

               In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, a
court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act; provided, that neither this
Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee
or in any suit for the enforcement of the right to receive the
principal of and interest (including any Additional Payments) on
any Security or to convert any Security in accordance with
Article Thirteen.

VISECTION 15.       Waiver of Stay or Extension Laws.

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

VISECTION 16.  Enforcement by Holders of Preferred Securities.

          (1)       Notwithstanding anything to the contrary contained
     herein, if the Trustee as Holder of the Securities fails to
     enforce its rights under the Securities (other than rights
     arising from an Event of Default described in Section 516(2))
     after any holder of Preferred Securities shall have made a
     written request to the Trustee to enforce such rights, such
     holder of Preferred Securities may, to the fullest extent
     permitted by law, institute a Direct Action to enforce the
     Trustee's rights as Holder of the Securities, without first
     instituting any legal proceeding against the Trustee or any other
     Person.

          (2)       Notwithstanding anything to the contrary contained
     herein, if an Event of Default has occurred and is continuing and
     such Event of Default is attributable to the failure of the
     Company to pay interest (including any Additional Payments)
     (subject to Section 312) or principal on the Securities on the
     date such interest or principal is otherwise payable, the Company
     acknowledges that, in such event, a holder of Preferred
     Securities may institute a Direct Action for enforcement of
     payment to such Holder of the principal of or interest on the
     Securities having a principal amount equal to the aggregate
     liquidation amount of the Preferred Securities of such Holder, on
     or after the respective due date specified in the Securities,
     without first instituting any legal proceeding against the
     Trustee or any other Person.

          (3)       Notwithstanding any payment made to such holder of
     Preferred Securities by the Company in connection with a Direct
     Action, the Company shall remain obligated to pay the principal
     of or interest on the Securities held by the Trust or the Trustee
     and the Company shall be subrogated to the rights of the holder
     of such Preferred Securities with respect to payments on the
     Preferred Securities to the extent of any payments made by the
     Company to such holder in any Direct Action.


                           ARTICLE SIX
                                
                           The Trustee

VIISECTION 01. Certain Duties and Responsibilities.

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

VIISECTION 02.      Notice of Defaults.

               The Trustee shall give the Holders notice of any
default hereunder as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4), no such notice to
Holders shall be given until at least 30 days after the
occurrence thereof.  For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of
time or both would become, an Event of Default.

VIISECTION 03.      Certain Rights of Trustee.

               Subject to the provisions of Section 601:

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

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

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

          (d)       the Trustee may consult with counsel of its choice and
     the advice of such counsel or any Opinion of Counsel shall be
     full and complete authorization and protection in respect of any
     action taken, suffered or omitted by it hereunder in good faith
     and in reliance thereon;

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

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

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

          (h)    the Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith, without
     negligence or willful misconduct, and reasonably believed by it
     to be authorized or within the discretion or rights or powers
     conferred upon it by this Indenture.

VIISECTION 04. Not Responsible for Recitals or Issuance of
               Securities.

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

VIISECTION 05.      May Hold Securities.

               The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar, or such other agent.

VIISECTION 06.      Money Held in Trust.

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

VIISECTION 07.      Compensation and Reimbursement.

               The Company agrees:

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

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

          (3)       to indemnify the Trustee and any predecessor Trustee
     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 this trust, 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 Trustee shall have a lien prior to the
Securities as to all property and funds held by it hereunder for
any amount owing it pursuant to this Section 607, except with
respect to funds held in trust for the benefit of the Holders of
the Securities.

               When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in
Section 501(6) or Section 501(7), the expenses (including the
reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law.

               The provisions of this Section shall survive the
termination of this Indenture.

VIISECTION 08.      Disqualification; Conflicting Interests.

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

VIISECTION 09.      Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which
shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and
surplus of at least $50,000,000 and has its Corporate Trust
Office in New York, New York.  If such Person publishes reports
of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter
specified in this Article.

ISECTION 10.   Resignation and Removal; Appointment of Successor.

          (a)       No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee under Section 611.

          (b)       The Trustee may resign at any time by giving written
notice thereof to the Company.  If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (c)       The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.  If an
instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a
successor Trustee.

          (d)       If at any time:

               (1)  the Trustee shall fail to comply with
     Section 608 after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security for at
     least six months, or

               (2)  the Trustee shall cease to be eligible under
     Section 609 and shall fail to resign after written request
     therefor by the Company or by any such Holder, or

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

     then, in any such case, (i) the Company by Company Order may
remove the Trustee, or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor
Trustee.

          (e)       If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee.  If, within one year after
such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding
Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company.  If no
successor Trustee shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (f)       The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor
Trustee to all Holders in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office.

ISECTION 11.        Acceptance of Appointment by Successor.

               Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee;
provided, that on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder.  Upon request of any such successor
Trustee, the Company shall execute any and all instruments
required to more fully and certainly vest in and confirm to such
successor Trustee all such rights, powers and trusts.

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

ISECTION 12.   Merger, Conversion, Consolidation or Succession to
               Business.

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

ISECTION 13.   Preferential Collection of Claims Against Company.

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


     ARTICLE SEVEN

     Holders' Lists and Reports by Trustee and Company

VIIISECTION 01.     Company to Furnish Trustee Names and
               Addresses of Holders.

               The Company will furnish or cause to be furnished
to the Trustee

          (a)       semiannually, not later than February 15 and August 15
     in each year, a list, in such form as the Trustee may reasonably
     require, of the names and addresses of the Holders as of a date
     not more than 15 days prior to the delivery thereof, and

          (b)       at such other times as the Trustee may request in
     writing, within 30 days after the receipt by the Company of any
     such request, a list of similar form and content as of a date not
     more than 15 days prior to the time such list is furnished;

     excluding from any such list names and addresses received by
the Trustee in its capacity as Security Registrar.

VIIISECTION 02.     Preservation of Information; Communications
               to Holders.

          (a)       The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

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

VIIISECTION 03.          Reports by Trustee.

          (a)       Within 60 days after May 15 of each year, commencing
May 15, 1997, the Trustee shall transmit by mail to Holders such
reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act
in the manner provided pursuant thereto.

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

VIIISECTION 04.          Reports by Company.

               The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within
15 business days after the same is so required to be filed with
the Commission.

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


          ARTICLE EIGHT

     Consolidation, Merger, Conveyance, Transfer or Lease

IXSECTION 01.  Company May Consolidate, Etc., Only on Certain
               Terms.

               The Company shall not consolidate with or merge
with or into any other Person or, directly or indirectly, sell,
convey, transfer or lease all or substantially all of its
properties and assets on a consolidated basis to any Person,
unless:

          (1)       the Person formed by such consolidation or into which
     the Company is merged or the Person which acquires by purchase,
     conveyance, transfer or lease, all or substantially all of the
     properties and assets of the Company on a consolidated basis
     shall be a corporation, partnership or trust, shall be organized
     and validly existing under the laws of the United States of
     America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, the due and punctual payment of the principal of
     (and premium, if any) and interest on all the Securities and the
     performance or observance of every covenant of this Indenture on
     the part of the Company to be performed or observed and shall
     have provided for conversion rights in accordance with Article
     Thirteen;

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

          (3)       the Company has delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a
     supplemental indenture is required in connection with such
     transaction, such supplemental indenture, comply with this
     Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

               This Section shall only apply to a merger or
consolidation in which the Company is not the surviving
corporation and to conveyances, leases and transfers by the
Company as transferor or lessor.

IXSECTION 02.       Successor Substituted.

               Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance,
transfer or lease of all or substantially all the properties and
assets of the Company on a consolidated basis in accordance with
Section 801, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the
Securities.


          ARTICLE NINE

     Supplemental Indentures

XSECTION 01.   Supplemental Indentures Without Consent of
               Holders.

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

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

          (2)       to add to the covenants of the Company for the benefit
     of the Holders, or to surrender any right or power herein
     conferred upon the Company; or

          (3)       to make provision with respect to the conversion rights
     of Holders pursuant to the requirements of Article Thirteen; or

          (4)       to cure any ambiguity, to correct or supplement any
     provision herein which may be inconsistent with any other
     provision herein, or to make any other provisions with respect to
     matters or questions arising under this Indenture which shall not
     be inconsistent with the provisions of this Indenture; provided,
     that such action pursuant to this clause (4) shall not materially
     adversely affect the interests of the Holders of the Securities
     or, so long as any of the Preferred Securities shall remain
     outstanding, the holders of the Preferred Securities; or

          (5)       to comply with the requirements of the Commission in
     order to effect or maintain the qualification of this Indenture
     under the Trust Indenture Act; or

               (6)  to make provision for transfer procedures,
     certification, book-entry provisions, the form of restricted
     securities legends, if any, to be placed on Securities, and all
     other matters required pursuant to Section 305(b) or otherwise
     necessary, desirable or appropriate in connection with the
     issuance of Securities to holders of Preferred Securities in the
     event of a distribution of Securities by the Trust if a Special
     Event occurs and is continuing.

XSECTION 02.   Supplemental Indentures with Consent of Holders.

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

          (1)       extend the Stated Maturity of the principal of, or
     (subject to Section 312) any installment of interest (including
     any Additional Payments) on, any Security, or reduce the
     principal amount thereof, or reduce the rate or (subject to
     Section 312) extend the time for payment of interest thereon, or
     reduce any premium payable upon the redemption thereof, or change
     the place of payment where, or the coin or currency in which, any
     Security or interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or
     after the Stated Maturity thereof (or, in the case of redemption,
     on or after the Redemption Date), or materially adversely affect
     the right to convert any Security as provided in Article Thirteen
     (except as permitted by Section 901(3)), or modify the provisions
     of this Indenture with respect to the subordination of the
     Securities in a manner adverse to the Holders,

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

          (3)       modify any of the provisions of this Section or
     Section 513, except to increase any such percentage or to provide
     that certain other provisions of this Indenture cannot be
     modified or waived without the consent of the Holder of each
     Outstanding Security affected thereby;

     provided that if the Securities are held by the Trust or a
trustee of the Trust, such supplemental indenture shall not be
effective until the holders of a majority in liquidation
preference of Trust Securities shall have consented to such
supplemental indenture; provided, further, that if the consent of
the Holder of each Outstanding Security is required, such
supplemental indenture shall not be effective until each holder
of the Trust Securities of the Trust shall have consented to such
supplemental indenture.

          So long as any Preferred Securities are outstanding, no
supplemental indenture shall, without the consent of each holder
of Preferred Securities, amend Section 516 so as to eliminate or
materially impair the right of such holders to institute Direct
Actions in the circumstances set forth therein.

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

               The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Persons
entitled to consent to any indenture supplemental hereto.  If a
record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that
unless such consent shall have become effective by virtue of the
requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously
given shall automatically and without further action by any
Holder be cancelled and of no further effect.

XSECTION 03.        Execution of Supplemental Indentures.

               In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article
or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's
own rights, duties or immunities under this Indenture or
otherwise.

XSECTION 04.   Effect of Supplemental Indentures.

               Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.  No such supplemental indenture
shall directly or indirectly modify the provisions of Article
Twelve in any manner which might terminate or impair the rights
of the Senior Indebtedness pursuant to such subordination
provisions.

XSECTION 05.        Conformity with Trust Indenture Act.

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

XSECTION 06.   Reference in Securities to Supplemental
               Indentures.

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


          ARTICLE TEN

     Covenants; Representations and Warranties

XISECTION 01.       Payment of Principal and Interest.

               The Company will duly and punctually pay the
principal of and interest on the Securities in accordance with
the terms of the Securities and this Indenture.

XISECTION 02.       Maintenance of Office or Agency.

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

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

XISECTION 03.  Money for Security Payments to Be Held in Trust.

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

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

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

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

               Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of
the principal of or interest on any Security and remaining
unclaimed for two years after such principal or interest has
become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of any such Security shall
thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon
cease.

XISECTION 04.       Statement by Officers as to Default.

               The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending
after the date hereof, an Officer's Certificate, stating whether
or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they
may have knowledge.  The Company shall file with the Trustee,
within five Business Days after becoming aware of any material
default or Event of Default an Officer's Certificate specifying
such default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

XISECTION 05.  Limitation on Dividends; Covenants as to the
               Trust.

          (a)       In the event that (i) an Event of Default shall have
occurred and be continuing, (ii) the Company shall be in default
with respect to its payment of any obligations under the
Guarantee, or (iii) the Company shall have given notice of its
election of an Extended Interest Payment Period as provided
herein and such period, or any extension thereof, shall be
continuing, then, in each case, the Company shall not

               (i) declare or pay any dividend on, make any
     distributions with respect to, or redeem, purchase or acquire, or
     make a liquidation payment with respect to, any of its capital
     stock (other than (A) purchases or acquisitions of shares of
     Common Stock in connection with the satisfaction by the Company
     of its obligations under any employee benefit plans, (B) as a
     result of a reclassification of capital stock of the Company or
     the exchange or conversion of one class or series of the
     Company's capital stock for another class or series of capital
     stock of the Company, (C) the purchase of fractional interests in
     shares of the Company's capital stock pursuant to the conversion
     or exchange provisions of such capital stock of the Company or
     the security being converted or exchanged or (D) stock dividends
     paid by the Company which consist of stock of the same class as
     that on which the dividend is being paid);

               (ii) make any payment of interest, principal or
     premium, if any, on or repay, repurchase or redeem any debt
     securities (including guarantees) issued by the Company which
     rank pari passu with or junior to the Securities; or

               (iii) make any guarantee payments with respect to
     the foregoing (other than pursuant to the Guarantee and the
     Common Securities Guarantee).

          (b)       The Company also covenants and agrees (i) that it shall
directly or indirectly maintain 100% ownership of the Common
Securities of the Trust; provided, however, that any successor of
the Company as provided in Article Eight hereunder may succeed to
the Company's ownership of such Common Securities and (ii) that
it shall use its reasonable efforts, consistent with the terms
and provisions of the Declaration, to cause the Trust (x) to
remain a statutory business trust, except in connection with the
distribution of the Securities to the holders of Trust Securities
in liquidation of the Trust, the redemption of all of the Trust
Securities of the Trust, or certain mergers, consolidations or
amalgamations of the Trust, each as permitted by the Declaration,
and (y) to otherwise continue to be classified as a grantor trust
for United States Federal income tax purposes.

XISECTION 06.    Payment of Expenses of the Trust.

               In connection with the offering, sale and issuance
of the Securities to the Property Trustee in connection with the
sale of the Trust Securities by the Trust, the Company shall:

          (a)       pay for all costs, fees and expenses relating to the
offering, sale and issuance of the Securities, including
commissions to the Initial Purchasers payable pursuant to the
Purchase Agreement and compensation of the Trustee under the
Indenture in accordance with the provisions of Section 607 of the
Indenture;

          (b)       be responsible for and pay for all debts and
obligations (other than with respect to the Trust Securities) of
the Trust, pay for all costs and expenses of the Trust
(including, but not limited to, costs and expenses relating to
the organization of the Trust, the offering, sale and issuance of
the Trust Securities (including commissions to the underwriters
in connection therewith), the fees and expenses of the Property
Trustee and the Delaware Trustee, the costs and expenses relating
to the operation of the Trust, including without limitation,
costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in
connection with the acquisition, financing, and disposition of
Trust assets); and

          (c)       pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and
all liabilities, costs and expenses with respect to such taxes of
the Trust.

XISECTION 07.       Registration Rights.

               The holders of the Preferred Securities, the
Securities, the Guarantee and the shares of Common Stock of the
Company issuable upon conversion of the Securities (collectively,
the "Registrable Securities") are entitled to the benefits of a
Registration Rights Agreement, dated as of February 26, 1997,
among the Company and the Initial Purchasers (the "Registration
Rights Agreement").  Pursuant to the Registration Rights
Agreement, the Company has agreed for the benefit of the holders
of Registrable Securities that, subject to the terms of the
Registration Rights Agreement (including, without limitation,
those provisions permitting a Suspension (as defined therein))
(i) it will, at its cost, within 180 days following the date of
issuance of the Registrable Securities (the "Issue Date"),
prepare and file a Shelf Registration Statement (as defined in
the Registration Rights Agreement) with the Commission relating
to offers and resales of the Registrable Securities, (ii) it will
use its reasonable best efforts to cause such Shelf Registration
Statement to be declared effective under the Securities Act
(subject to certain exceptions under the Registration Rights
Agreement) no later than 270 days after the Issue Date and (iii)
it will use its reasonable best efforts to maintain such Shelf
Registration Statement continuously effective under the
Securities Act until the second anniversary of the effectiveness
of the Shelf Registration Statement or such earlier date as is
provided in the Registration Rights Agreement (the "Effectiveness
Period").

               The Company agrees that from and after the date on
which any Registration Default occurs, additional interest
("Liquidated Damages") will accrue on the Securities, and
accordingly, additional interest will accrue on the Preferred
Securities, in each case, from and including the day following
the day such Registration Default shall occur (or be deemed to
occur as described below) to but excluding the day on which such
Registration Default has been cured (or be deemed to be cured as
described below).  Liquidated Damages will be paid quarterly in
arrears, with the first quarterly payment due on the first
interest or distribution payment date, as applicable, following
the date on which such Liquidated Damages begin to accrue, and
will accrue at a rate per annum equal to an additional one-
quarter of one percent (0.25%) of the principal amount or
liquidation amount, as applicable, to and including the 90th day
following such Registration Default and one-half of one percent
(0.50%) thereof from and after the 91st day following such
Registration Default.  Following the cure or deemed cure of a
Registration Default, Liquidated Damages will cease to accrue
with respect to such Registration Default.

               "Registration Default" shall mean any of the
following events:

               (i)  on or prior to the 180th day following the
     Issue Date, a Shelf Registration Statement relating to the offer
     and sale of the Registrable Securities has not been filed with
     the Commission;

               (ii) on or prior to the 270th day following the
     Issue Date, the Registrable Securities are not the subject of a
     Shelf Registration Statement which has become effective;

               (iii) the Registrable Securities are the subject
     of a Shelf Registration Statement which was effective but which
     has ceased to be effective for any reason (other than pursuant to
     clause (iv) or (v) below) prior to the end of the Shelf
     Registration Period (as defined in the Registration Rights
     Agreement);

               (iv)  the occurrence of a Suspension (as defined
     in the Registration Rights Agreement); or

               (v)  the occurrence of an event contemplated by
     paragraph 3(c)(2)(iii) of the Registration Rights Agreement (an
     "Amendment Event");

     provided, however, that if the Registration Default consists
of the occurrence of any event contemplated by clause (iv) or (v)
above, then such Registration Default shall not be deemed to have
occurred until the expiration of 30 Business Days after the date
of the occurrence of such Suspension or Amendment Event, provided
that (a) the Trust and the Company thereafter reasonably promptly
comply with the requirements of paragraph 3(i) of the
Registration Rights Agreement, if applicable, and (b) in the case
of such Amendment Event resulting from an action taken by the
Company or the Trust, such action was taken in good faith; and
provided, further, that a Registration Default shall not
constitute a default or Event of Default hereunder.

               A Registration Default shall be deemed to have
been cured and cease to exist on the date subsequent to the
occurrence of such Registration Default on which:

               (x)  in the case of a Registration Default
     described in clause (i), (ii) or (iii) above, the Shelf
     Registration Statement covering such Registrable Securities shall
     become effective; or

               (y)  in the case of a Registration Default
     described in clause (iv) or (v) above, upon the Company and the
     Trust taking action to notify the Holders (for purposes of this
     clause (y), as that term is defined in the Registration Rights
     Agreement) of the Registrable Securities that such Suspension or
     Amendment Event has ended.  For purposes of this clause (y),
     taking action to notify Holders shall be deemed sufficient when
     notice is first deposited in first class mail or delivered to a
     courier service or filed with the Commission or publicly
     disseminated by press release or other release to a news
     reporting service.


          ARTICLE ELEVEN

     Redemption of Securities

XIISECTION 01.      Right of Redemption.

          (a)       The Securities may be redeemed at the election of the
Company, as a whole or in part, at any time or from time to time
after March 3, 2000, at the Redemption Prices set forth in
Section 1109 below.

          (b)       The Securities may be redeemed as a whole but not in
part at the election of the Company at any time within 90 days
following the occurrence of a Tax Event; provided, however, that
if, at the time there is available to the Company or the Trust
the opportunity to eliminate, within such 90-day period, the Tax
Event by taking some ministerial action, including but not
limited to filing a form or making an election, or pursuing some
other similar reasonable measure, which, in the sole judgment of
the Company, has or will cause no adverse effect on the Trust,
the holders of the Trust Securities issued by the Trust or the
Company or involves or will involve no material cost, then the
Company or the Trust shall pursue such measure in lieu of
redemption.

XIISECTION 02.      Applicability of Article.

               Redemption of Securities at the election of the
Company, as permitted by Section 1101, shall be made in
accordance with such provision and this Article.

XIISECTION 03.      Election to Redeem; Notice to Trustee.

               The election of the Company to redeem Securities
pursuant to Section 1101 shall be evidenced by a Company Order.
In case of any redemption at the election of the Company, the
Company shall, at least 60 days and no more than 90 days prior to
the Redemption Date fixed by the Company, notify the Trustee in
writing of such Redemption Date and of the principal amount of
Securities to be redeemed and provide a copy of the notice of
redemption given to Holders of Securities to be redeemed pursuant
to Section 1104.

XIISECTION 04. Selection by Trustee of Securities to Be Redeemed.

               If less than all the Securities are to be redeemed
(unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities not previously called for redemption
by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions
(equal to $50 or any integral multiple thereof) of the principal
amount of the Securities.

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

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

               The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a
single Security, whether such Security is to be redeemed in whole
or in part.  In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

XIISECTION 05.      Notice of Redemption.

               Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 (or in the case of
a redemption at the election of the Company, not less than 20)
nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at such Holder's address
appearing in the Security Register.

               All notices of redemption shall identify the
Securities to be redeemed (including, if relevant, CUSIP or ISIN
number) and shall state:

          (1)       the Redemption Date,

          (2)       the Redemption Price,

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

          (4)       the place or places where such Securities are to be
     surrendered for payment of the Redemption Price.

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

XIISECTION 06.      Deposit of Redemption Price.

               Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date.

               If any Security called for redemption is converted
into Common Stock, any money deposited with the Trustee or with
any Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to any right of the
Holder of such Security to receive interest as provided in the
last paragraph of Section 307) be paid to the Company upon
Company Request or, if then held by the Company, shall be
discharged from such trust.

XIISECTION 07.      Securities Payable on Redemption Date.

               Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest (including
Additional Payments, if any) to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the
relevant Record Dates according to the terms and the provisions
of Section 307.

               If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal
shall, until paid, bear interest from the Redemption Date at the
rate borne by the Security.

XIISECTION 08. Securities Redeemed in Part.

               In the event of any redemption in part, the
Company shall not be required to (i) issue, register the transfer
of or exchange any Security during a period beginning at the
opening of business 15 days before any selection for redemption
of Securities and ending at the close of business on the earliest
date in which the relevant notice of redemption is deemed to have
been given to all holders of Securities to be so redeemed and
(ii) register the transfer of or exchange any Securities so
selected for redemption, in whole or in part, except for the
unredeemed portion of any Securities being redeemed in part.

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

               The Company may not redeem fewer than all of the
Outstanding Securities unless all accrued and unpaid interest
(including Additional Payments) has been paid on all of the
Outstanding Securities.

XIISECTION 09. Optional Redemption.

          (a)       The Company shall have the right to redeem the
Securities, in whole or in part, at any time or from time to time
on or after March 3, 2000, upon not less than 20 nor more than 60
days' notice, at a Redemption Price equal to $51.00 per $50
principal amount of the Securities to be redeemed plus any
accrued and unpaid interest, including Additional Payments, if
any, to the Redemption Date, if redeemed before March 3, 2001,
and at $50.50 per $50 principal amount of the Security, if
redeemed during the 12-month period beginning March 3, 2001 and
thereafter at $50 per $50 principal amount of the Securities
plus, in each case, accrued and unpaid interest, including
Additional Payments, if any, to the Redemption Date.  Any
redemption pursuant to this Section 1109 shall be made pursuant
to the provisions of Sections 1101 through 1108 hereof.

          (b)       If a partial redemption of the Securities would result
in the delisting of the Preferred Securities issued by the Trust
from any national securities exchange or other organization on
which the Preferred Securities are listed, the Company shall not
be permitted to effect such partial redemption and may only
redeem the Securities in whole.


     SECTION 1110.  Tax Event Redemption.

               If a Tax Event has occurred and is continuing and:

               (a)  the Company has received a Redemption Tax
Opinion; or

               (b)  the Trustee shall have been informed by tax
counsel that a No Recognition Opinion cannot be delivered to the
Trust,

     then, notwithstanding Section 1109(a) but subject to Section
1109(b), the Company shall have the right upon not less than 30
days nor more than 60 days notice to the Holders of the
Securities to redeem the Securities in whole or in part for cash
at $50 per $50 principal amount of the Securities plus accrued
and unpaid interest, including Additional Payments, if any,
within 90 days following the occurrence of such Tax Event (the
"90 Day Period"); provided, however, that if, at the time there
is available to the Company or the Trust the opportunity to
eliminate within the 90 Day Period, the Tax Event by taking some
ministerial action, including, but not limited to, filing a form
or making an election, or pursuing some other similar reasonable
measure which, in the sole judgment of the Company, will have no
adverse effect on the Company, the Trust or the holders of the
Trust Securities issued by the Trust and will involve no material
cost, then the Company or the Trust shall pursue such ministerial
action or other measure in lieu of redemption, and provided,
further, that the Company shall have no right to redeem the
Securities while the Trust is pursuing any ministerial action or
other similar measure pursuant to its obligations under the
Declaration.  The redemption payment of $50 per $50 principal
amount of the Securities plus accrued and unpaid interest,
including Additional Payments, if any, shall be made prior to
12:00 noon, New York time, on the date of such redemption or such
earlier time as the Company determines provided that the Company
shall deposit with the Trustee an amount sufficient to make such
redemption payment by 10:00 a.m. on the date such redemption
payment is to be made.  In lieu of the foregoing, the Company
also shall have the option of causing the Securities to remain
outstanding and pay Additional Interest on the Securities.


          ARTICLE TWELVE

     Subordination of Securities

XIIISECTION 01.       Agreement to Subordinate.

               The Company covenants and agrees, and each Holder
of Securities by such Holder's acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject
to the provisions of this Article Twelve; and each Holder of a
Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such
provisions.  The payment by the Company of the principal of,
premium, if any, and interest (including Additional Payments) on
all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right
of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of this Indenture
or thereafter incurred; provided however, that no provision of
this Article Twelve shall prevent the occurrence of any default
or Event of Default hereunder.

XIIISECTION 02.     Default on Senior Indebtedness.

               In the event and during the continuation of any
default by the Company in the payment of principal, premium,
interest or any other payment due on any Senior Indebtedness
continuing beyond the period of grace, if any, specified in the
instrument evidencing such Senior Indebtedness, unless and until
such default shall have been cured or waived or shall have ceased
to exist, or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then no
payment shall be made by the Company with respect to the
principal of (including redemption payments), premium, if any, or
interest on the Securities.

               In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee when such payment is
prohibited by the preceding paragraph of this Section 1202, such
payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness or
their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests
may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such
payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

XIIISECTION 03.          Liquidation; Dissolution; Bankruptcy.

               Upon any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or
winding up or liquidation or reorganization of the Company,
whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts (including
principal, premium, if any, and interest) due or to become due
upon all Senior Indebtedness shall first be paid in full, or
payment thereof provided for in money in accordance with its
terms, before any payment is made on account of the principal
(and premium, if any) or interest (including Additional Payments)
on the Securities; and upon any such dissolution or winding up or
liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders of
the Securities or the Trustee would be entitled, except for the
provisions of this Article Twelve, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by
the Holders of the Securities or by the Trustee under this
Indenture if received by them or it, directly to the holders of
Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior
Indebtedness in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders of Securities or to the
Trustee.

               In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, prohibited
by the foregoing, shall be received by the Trustee or the Holders
of the Securities before all Senior Indebtedness is paid in full,
or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, and their respective
interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay such Senior Indebtedness in
full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders
of such Senior Indebtedness.

               For purposes of this Article Twelve, the words,
"cash, property or securities" shall not be deemed to include
shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article
Twelve with respect to the Securities to the payment of all
Senior Indebtedness which may at the time be outstanding;
provided, that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior
Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of
the Company following the conveyance, transfer or lease of all or
substantially all its properties and assets on a consolidated
basis to another Person upon the terms and conditions provided
for in Article Eight hereof shall not be deemed a dissolution,
winding up, liquidation or reorganization for the purposes of
this Section 1203 if such other Person shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with
the conditions stated in Article Eight hereof.  Nothing in
Section 1202 or in this Section 1203 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607 hereof.

XIIISECTION 04.          Subrogation.

               Subject to the payment in full of all Senior
Indebtedness, the rights of the Holders of the Securities shall
be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash,
property or securities of the Company, as the case may be,
applicable to such Senior Indebtedness until the principal of
(and premium, if any,) and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except
for the provisions of this Article Twelve, and no payment over
pursuant to the provisions of this Article Twelve, to or for the
benefit of the holders of such Senior Indebtedness by Holders of
the Securities or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness.  It is
understood that the provisions of this Article Twelve are and are
intended solely for the purposes of defining the relative rights
of the Holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness on the other hand.

               Nothing contained in this Article Twelve or
elsewhere in this Indenture or in the Securities is intended to
or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the
Company, as the case may be, other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article
Twelve of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be,
received upon the exercise of any such remedy.

               Upon any payment or distribution of assets of the
Company referred to in this Article Twelve, the Trustee, subject
to the provisions of Section 603, and the Holders of the
Securities, shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization
proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purposes of
ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to
this Article Twelve.

XIIISECTION 05.     Trustee to Effectuate Subordination.

               Each Holder of Securities by such Holder's
acceptance thereof authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this
Article Twelve and appoints the Trustee as such Holder's attorney-
in-fact for any and all such purposes.

XIIISECTION 06.          Notice by the Company.

               The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the
Company which would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Twelve.  Notwithstanding the
provisions of this Article Twelve or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any
payment of monies to or by the Trustee in respect of the
Securities pursuant to the provision of this Article Twelve,
unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of
the Trustee from the Company or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt
of any such written notice, the Trustee, subject to the
provisions of Section 603 hereof, shall be entitled in all
respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided
for in this Section 1206 at least two Business Days prior to the
date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest on any
Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice
to the contrary which may be received by it within two Business
Days prior to such date.

               The Trustee, subject to the provisions of Section
603, shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish
that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or
holders.  In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Twelve, the
Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and
any other facts pertinent to the right of such Person under this
Article Twelve, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

XIIISECTION 07.     Rights of the Trustee; Holders of Senior
               Indebtedness.

               The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Twelve in
respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

               With respect to the holders of Senior Indebtedness
of the Company, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are set forth in
this Article Twelve, and no implied covenants or obligations with
respect to the holders of such Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not
be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 603, the
Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Holders of
Securities, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article Twelve or otherwise.  With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants or obligations as are
specifically set forth in this Article Twelve and no implied
covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the
Trustee.

XIIISECTION 08.          Subordination May Not Be Impaired.

               No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

               Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness may, at
any time and from time to time, without the consent of or notice
to the Trustee or the Holders of the Securities, without
incurring responsibility to the holders of the Securities and
without impairing or releasing the subordination provided in this
Article Twelve or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or
more of the following:  (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any
manner such Senior Indebtedness or any instrument evidencing the
same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior
Indebtedness; (iii) release any Person liable in any manner for
the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company and any
other Person.
          ARTICLE THIRTEEN

     Conversion of Securities

XIVSECTION 01.      Conversion Rights.

               Subject to and upon compliance with the provisions
of this Article, the Securities are convertible, at the option of
the Holder, at any time beginning 60 days following the first
date of original issuance of the Securities and on or before
redemption as provided below or the close of business at their
Stated Maturity, into fully paid and nonassessable shares of
Common Stock of the Company at an initial conversion rate of
1.1655 shares of Common Stock for each $50 in aggregate
principal amount of Securities (equal to a conversion price of
$42.90 per share of Common Stock), subject to adjustment as
described in this Article Thirteen.  A Holder of Securities may
convert any portion of the principal amount of the Securities
into that number of fully paid and nonassessable shares of Common
Stock (calculated as to each conversion to the nearest 1/100th of
a share) obtained by dividing the principal amount of the
Securities to be converted by such conversion price.  In case a
Security or portion thereof is called for redemption, such
conversion right in respect of the Security or portion so called
shall expire at the close of business on the Business Day prior
to the corresponding Redemption Date, unless the Company defaults
in making the payment due upon redemption.

XIVSECTION 02.      Conversion Procedures.

          (a)       In order to convert all or a portion of the Securities,
the Holder thereof shall deliver to the Conversion Agent an
irrevocable Notice of Conversion setting forth the principal
amount of Securities to be converted, together with the name or
names, if other than the Holder, in which the shares of Common
Stock should be issued upon conversion and, if such Securities
are definitive Securities, surrender to the Conversion Agent the
Securities to be converted, duly endorsed or assigned to the
Company or in blank.  In addition, a holder of Preferred
Securities may exercise its right under the Declaration to
convert such Preferred Securities into Common Stock by delivering
to the Conversion Agent an irrevocable Notice of Conversion
setting forth the information called for by the preceding
sentence and directing the Conversion Agent (i) to exchange such
Preferred Security for a portion of the Securities held by the
Trust (at an exchange rate of $50 principal amount of Securities
for each Preferred Security) and (ii) to immediately convert such
Securities, on behalf of such holder, into Common Stock of the
Company pursuant to this Article Thirteen and, if such Preferred
Securities are in definitive form, surrendering such Preferred
Securities, duly endorsed or assigned to the Company or in blank.
So long as any Preferred Securities are outstanding, the Trust
shall not convert any Securities except pursuant to a Notice of
Conversion duly executed and delivered to the Conversion Agent by
a holder of Preferred Securities.

               If a Notice of Conversion is delivered on or after
the Regular Record Date and prior to the subsequent Interest
Payment Date, the Holder will be entitled to receive the interest
payable on the subsequent Interest Payment Date on the portion of
Securities to be converted notwithstanding the conversion thereof
prior to such Interest Payment Date.  Except as otherwise
provided in the immediately preceding sentence, in the case of
any Security which is converted, interest whose Stated Maturity
is after the date of conversion of such Security shall not be
payable, and the Company shall not make nor be required to make
any other payment, adjustment or allowance with respect to
accrued but unpaid interest on the Securities being converted,
which shall be deemed to be paid in full.  Each conversion shall
be deemed to have been effected immediately prior to the close of
business on the day on which the Notice of Conversion was
received (the "Conversion Date") by the Conversion Agent from the
Holder or from a holder of the Preferred Securities effecting a
conversion thereof pursuant to its conversion rights under the
Declaration, as the case may be.  The Person or Persons entitled
to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of
such Common Stock as of the Conversion Date.  As promptly as
practicable on or after the Conversion Date, the Company shall
issue and deliver at the office of the Conversion Agent, unless
otherwise directed by the Holder in the Notice of Conversion, a
certificate or certificates for the number of full shares of
Common Stock issuable upon such conversion, together with the
cash payment, if any, in lieu of any fraction of any share to the
Person or Persons entitled to receive the same.  The Conversion
Agent shall deliver such certificate or certificates to such
Person or Persons.

          (b)       The Company's delivery upon conversion of the fixed
number of shares of Common Stock into which the Securities are
convertible (together with the cash payment, if any, in lieu of
fractional shares) shall be deemed to satisfy the Company's
obligation to pay the principal amount at Maturity of the portion
of Securities so converted and any unpaid interest (including
Additional Payments) accrued on such Securities at the time of
such conversion.

          (c)       No fractional shares of Common Stock will be issued as
a result of conversion, but in lieu thereof, the Company shall
pay to the Conversion Agent a cash adjustment in an amount equal
to the same fraction of the current market price of such
fractional interest on the date on which the Securities or
Preferred Securities, as the case may be, were duly surrendered
to the Conversion Agent for conversion, or, if such day is not a
Trading Day, on the next Trading Day, and the Conversion Agent in
turn will make such payment, if any, to the Holder of the
Securities or the holder of the Preferred Securities so
converted.

          (d)       In the event of the conversion of any Security in part
only, a new Security or Securities for the unconverted portion
thereof will be issued in the name of the Holder thereof upon the
cancellation thereof in accordance with Section 305.

          (e)       In effecting the conversion transactions described in
this Section, the Conversion Agent is acting as agent of the
holders of Preferred Securities (in the exchange of Preferred
Securities for Securities) and as agent of the Holders of
Securities (in the conversion of Securities into Common Stock),
as the case may be, directing it to effect such conversion
transactions.  The Conversion Agent is hereby authorized (i) to
exchange Securities held by the Trust from time to time for
Preferred Securities in connection with the conversion of such
Preferred Securities in accordance with this Article Thirteen and
(ii) to convert all or a portion of the Securities into Common
Stock and thereupon to deliver such shares of Common Stock in
accordance with the provisions of this Article Thirteen and to
deliver to the Trust a new Security or Securities for any
resulting unconverted principal amount.

          (f)    All shares of Common Stock delivered upon any conversion
of restricted securities shall bear a restrictive legend
substantially in the form of the legend required to be set forth
on such Securities and shall be subject to the restrictions on
transfer provided in such legend and in Section 305(b) hereof.
Neither the Trustee nor the Conversion Agent shall have any
responsibility for the inclusion or content of any such
restrictive legend on such Common Stock; provided, however, that
the Trustee or the Conversion Agent shall have provided to the
Company or to the Company's transfer agent for such Common Stock,
prior to or concurrently with a request to the Company to deliver
to such Conversion Agent certificates for such Common Stock,
written notice that the Securities delivered for conversion are
restricted securities.

XIVSECTION 03.      Conversion Price Adjustments.

               The conversion price shall be subject to
adjustment (without duplication) from time to time as follows:

          (a)    In case the Company shall, while any of the Securities are
outstanding, (i) pay a dividend or make a distribution with
respect to its Common Stock in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine
its outstanding shares of Common Stock into a smaller number of
shares or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, the conversion
privilege and the conversion price in effect immediately prior to
such action shall be adjusted so that the Holder of any
Securities thereafter surrendered for conversion shall be
entitled to receive the number of shares of capital stock of the
Company which he would have owned immediately following such
action had such Securities been converted immediately prior
thereto.  An adjustment made pursuant to this subsection (a)
shall become effective immediately after the record date in the
case of a dividend or other distribution and shall become
effective immediately after the effective date in case of a
subdivision, combination or reclassification (or immediately
after the record date if a record date shall have been
established for such event).  If, as a result of an adjustment
made pursuant to this subsection (a), the Holder of any Security
thereafter surrendered for conversion shall become entitled to
receive shares of two or more classes or series of capital stock
of the Company, the Board of Directors (whose determination shall
be conclusive and shall be described in a Board Resolution filed
with the Trustee) shall determine the allocation of the adjusted
conversion price between or among shares of such classes or
series of capital stock.

          (b)    In case the Company shall, while any of the Securities are
outstanding, issue rights or warrants to all holders of its
Common Stock entitling them (for a period expiring within 45 days
after the record date mentioned below) to subscribe for or
purchase shares of Common Stock at a price per share less than
the current market price per share of Common Stock (as determined
pursuant to subsection (f) below) on the record date mentioned
below, the conversion price for the Securities shall be adjusted
so that the same shall equal the price determined by multiplying
the conversion price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction of which the
numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants
plus the number of shares which the aggregate offering price of
the total number of shares so offered for subscription or
purchase would purchase at such current market price, and of
which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock
offered for subscription or purchase.  Such adjustment shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants.  To the extent that shares of Common Stock are not so
delivered after the expiration of such rights or warrants, the
conversion price shall be readjusted to the conversion price
which would then be in effect if such date fixed for the
determination of stockholders entitled to receive such rights or
warrants had not been fixed.  For the purposes of this
subsection, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Company.  The Company shall not issue any rights or warrants in
respect of shares of Common Stock held in the treasury of the
Company.  In case any rights or warrants referred to in this
subsection in respect of which an adjustment shall have been made
shall expire unexercised within 45 days after the same shall have
been distributed or issued by the Company, the conversion price
shall be readjusted at the time of such expiration to the
conversion price that would have been in effect if no adjustment
had been made on account of the distribution or issuance of such
expired rights or warrants.

          (c)    Subject to the last sentence of this subparagraph, in case
the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness, shares
of any class or series of capital stock, cash or assets
(including securities, but excluding any rights or warrants
referred to in subparagraph (b), any dividend or distribution
paid exclusively in cash and any dividend or distribution
referred to in subparagraph (a) of this Section 1303), the
conversion price shall be reduced so that the same shall equal
the price determined by multiplying the conversion price in
effect immediately prior to the effectiveness of the conversion
price reduction contemplated by this subparagraph (c) by a
fraction of which the numerator shall be the current market price
per share (determined as provided in subparagraph (f)) of the
Common Stock on the date fixed for the payment of such
distribution (the "Reference Date") less the fair market value
(as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a resolution
of the Board of Directors), on the Reference Date, of the portion
of the evidences of indebtedness, shares of capital stock, cash
and assets so distributed applicable to one share of Common Stock
and the denominator shall be such current market price per share
of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following
the Reference Date, provided, however, that in the event the
numerator shall be less than one, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder
of Securities shall have the right to receive upon conversion the
amount of such distribution such Holder would have received had
such Holder converted each Security immediately prior to the
Reference Date.  In the event that such dividend or distribution
is not so paid or made, the conversion price shall again be
adjusted to be the conversion price which would then be in effect
if such dividend or distribution had not occurred.  If the Board
of Directors determines the fair market value of any distribution
for purposes of this subparagraph (c) by reference to the actual
or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such
market over the same period used in computing the current market
price per share of Common Stock (determined as provided in
subparagraph (f)).  For purposes of this subparagraph (c), any
dividend or distribution that includes shares of Common Stock or
rights or warrants to subscribe for or purchase shares of Common
Stock shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, shares of capital
stock, cash or assets other than such shares of Common Stock or
such rights or warrants (making any conversion price reduction
required by this subparagraph (c)) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such
rights or warrants (making any further conversion price reduction
required by subparagraph (a) or (b)), except (A) the Reference
Date of such dividend or distribution as defined in this
subparagraph shall be substituted as (a) "the record date in the
case of a dividend or other distribution," and (b) "the record
date for the determination of stockholders entitled to receive
such rights or warrants" and (c) "the date fixed for such
determination" within the meaning of subparagraphs (a) and (b)
and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed outstanding for purposes of
computing any adjustment of the conversion price in subparagraph
(a).

          (d)       In case the Company shall pay or make a dividend or
other distribution on the Common Stock exclusively in cash
(excluding any cash dividend on Common Stock to the extent that
the aggregate cash dividend per share of Common Stock in any
quarter does not exceed the greater of (i) the amount per share
of Common Stock of the immediately preceding quarterly dividend
on Common Stock to the extent such preceding quarterly dividend
did not require an adjustment of the conversion price pursuant to
this subsection (d) (as adjusted, if applicable, to reflect
subdivisions or combinations of Common Stock), and (ii) 15% of
the current market price per share determined as of the trading
day immediately preceding the date of declaration of such
dividend, and excluding any dividend or distribution in
connection with the liquidation, dissolution or winding-up of the
Company), the conversion price shall be reduced so that the same
shall equal the price determined by multiplying the conversion
price in effect immediately prior to the effectiveness of the
conversion price reduction contemplated by this subsection (d) by
a fraction of which the numerator shall be the current market
price per share (determined as of the trading day immediately
preceding the date of declaration of such dividend) of Common
Stock on the date fixed for the payment of such distribution less
the amount of cash so distributed (and not excluded as provided
above) applicable to one share of Common Stock and of which the
denominator shall be such current market price per share of the
Common Stock (determined as of the trading day immediately
preceding the date of declaration of such dividend), such
reduction to become effective immediately prior to the opening of
business on the day following the date fixed for the payment of
such distribution; provided, however, that in the event the
portion of the cash so distributed applicable to one share of
Common Stock is equal to or greater than the current market price
per share (determined as of the trading day immediately preceding
the date of declaration of such dividend) of Common Stock on the
record date mentioned above, in lieu of any conversion price
adjustment pursuant to this clause (d), adequate provision shall
be made so that each Holder of Securities shall have the right to
receive upon conversion an amount of cash which equals the amount
by which such portion of cash so distributed applicable to one
share of Common Stock exceeds the greater of (A) the per share
amount of the immediately preceding quarterly cash dividend on
its Common Stock (as adjusted to reflect any of the events listed
in Sections 1303 or 1304) and (B) 15% of the current market price
per share of the Common Stock as of the Trading Day immediately
preceding the date of declaration of such dividend.  If an
adjustment is required to be made pursuant to this subsection (d)
as a result of a distribution that is a quarterly dividend, such
adjustment shall be based upon the amount by which such
distribution exceeds the amount of the quarterly cash dividend
permitted to be excluded as provided above.  If an adjustment is
required to be made pursuant to this subsection (d) as a result
of a distribution that is not a quarterly dividend, such
adjustment shall be based upon the full amount of the
distribution.  In the event that such dividend or distribution is
not so paid or made, the conversion price shall again be adjusted
to be the conversion price which would then be in effect if such
record date had not been fixed.

          (e)       In case a tender or exchange offer (other than an odd-
lot offer) made by the Company or any Subsidiary of the Company
for all or any portion of the Common Stock shall expire and such
tender or exchange offer shall involve the payment by the Company
or such Subsidiary of consideration per share of Common Stock
having a fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and
described in a resolution of the Board of Directors) at the last
time (the "Expiration Time") tenders or exchanges may be made
pursuant to such tender or exchange offer (as it shall have been
amended) that exceeds 110% of the Closing Price of the Common
Stock on the Trading Day next succeeding the Expiration Time, the
conversion price shall be reduced so that the same shall equal
the price determined by multiplying the conversion price in
effect immediately prior to the effectiveness of the conversion
price reduction contemplated by this subsection (e) by a fraction
(which shall not be greater than one) of which the numerator
shall be the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Expiration
Time multiplied by the Closing Price of Common Stock on the
Trading Day next succeeding the Expiration Time and of which the
denominator shall be the sum of (i) the fair market value
(determined as aforesaid) of the aggregate consideration payable
to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (ii)
the product of the number of shares of the Common Stock
outstanding (less any Purchased Shares) at the Expiration Time
and the Closing Price of Common Stock on the Trading Day next
succeeding the Expiration Time, such reduction to become
retroactively effective immediately prior to the opening of
business on the day following the Expiration Time.

          (f)    For the purpose of any computation under subparagraphs (b)
or (c), the current market price per share of Common Stock on any
date in question shall be deemed to be the average of the daily
Closing Prices for the ten consecutive Trading Days selected by
the Company commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and, if
applicable, the day before the "ex" date with respect to the
issuance or distribution requiring such computation; provided,
however, that if another event occurs that would require an
adjustment pursuant to (e), inclusive, the Board of Directors may
make such adjustments to the Closing Prices during such ten
Trading Day period as it deems appropriate to effectuate the
intent of the adjustments in this Section 1303, in which case any
such determination by the Board of Directors shall be set forth
in a Board Resolution and shall be conclusive.  For purposes of
this paragraph, the term "ex" date, (1) when used with respect to
any issuance or distribution, means the first date on which the
Common Stock trades regular way on the New York Stock Exchange or
on such successor securities exchange as the Common Stock may be
listed or in the relevant market from which the Closing Prices
were obtained without the right to receive such issuance or
distribution, and (2) when used with respect to any tender or
exchange offer, means the first date on which the Common Stock
trades regular way on such securities exchange or in such market
after the Expiration Time of such offer.

          (g)    The Company may make such reductions in the conversion
price, in addition to those required by subparagraphs (a) through
(f), as it considers to be advisable to avoid or diminish any
income tax to holders of Common Stock or rights to purchase
Common Stock resulting from any dividend or distribution of stock
(or rights to acquire stock) or from any event treated as such
for income tax purposes.  The Company from time to time may
reduce the conversion price by any amount for any period of time
if the period is at least twenty (20) days, the reduction is
irrevocable during the period, and the Board of Directors of the
Company shall have made a determination that such reduction would
be in the best interest of the Company, which determination shall
be conclusive.  Whenever the conversion price is reduced pursuant
to the preceding sentence, the Company shall mail to holders of
record of the Securities a notice of the reduction at least
fifteen (15) days prior to the date the reduced conversion price
takes effect, and such notice shall state the reduced conversion
price and the period it will be in effect.

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

          (i)     If any action would require adjustment of the conversion
price pursuant to more than one of the provisions described
above, only one adjustment shall be made and such adjustment
shall be the amount of adjustment that has the highest absolute
value to the Holder of the Securities.

XIVSECTION 04. Reclassification, Consolidation, Merger or Sale of
               Assets.

               In the event that the Company shall be a party to
any transaction (including without limitation (a) any
recapitalization or reclassification of the Common Stock (other
than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision
or combination of the Common Stock), (b) any consolidation of the
Company with, or merger of the Company into, any other Person,
any merger of another Person into the Company (other than a
merger or consolidation which does not result in a
reclassification, conversion, exchange or cancellation of the
outstanding shares of Common Stock of the Company), (c) any sale
or transfer of all or substantially all of the assets of the
Company or (d) any compulsory share exchange pursuant to which
the Common Stock is converted into the right to receive other
securities, cash or other property, then lawful provision shall
be made as part of the terms of such transaction (i) whereby the
Holder of each Security then outstanding shall have the right
thereafter to convert such Security only into the kind and amount
of securities, cash and other property receivable upon
consummation of such transaction by a holder of the number of
shares of Common Stock of the Company into which such Security
could have been converted immediately prior to such transaction
and (ii) to provide for adjustments which, for events subsequent
to the effective date of such provision, shall be as nearly
equivalent as may be practicable to the adjustments provided for
in this Article Thirteen.  The above provisions shall similarly
apply to successive transactions of the foregoing type.

XIVSECTION 05.      Notice of Adjustments of Conversion Price.

               Whenever the conversion price is adjusted as
herein provided:

          (a)       the Company shall compute the adjusted conversion price
and shall prepare a certificate signed by the Chief Financial
Officer or the Treasurer of the Company setting forth the
adjusted conversion price and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate
shall forthwith be filed with the Trustee, the Conversion Agent
and the transfer agent for the Preferred Securities and the
Securities; and

          (b)       a notice stating the conversion price has been adjusted
and setting forth the adjusted conversion price shall as soon as
practicable be mailed by the Company to all record holders of
Preferred Securities and the Securities at their last addresses
as they appear upon the stock transfer books of the Company and
the Trust.

XIVSECTION 06.      Prior Notice of Certain Events.

               In case:

               (i)    the Company shall (i) declare any dividend (or any other
     distribution) on its Common Stock, other than (A) a dividend
     payable in shares of Common Stock or (B) a dividend payable in
     cash that would not require an adjustment pursuant to Section
     1303(c) or (ii) authorize a tender or exchange offer that would
     require an adjustment pursuant to Section 1303;

               (ii)   the Company shall authorize the granting to all holders of
     Common Stock of rights or warrants to subscribe for or purchase
     any shares of stock of any class or series or of any other rights
     or warrants;

               (iii)       of any reclassification of Common Stock (other than a
     subdivision or combination of the outstanding Common Stock, or a
     change in par value, or from par value to no par value, or from
     no par value to par value), or of any consolidation or merger to
     which the Company is a party and for which approval of any
     stockholders of the Company shall be required, or of the sale or
     transfer of all or substantially all of the assets of the Company
     or of any compulsory share exchange whereby the Common Stock is
     converted into other securities, cash or other property; or

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

     then the Company shall (a) if any Preferred Securities are
outstanding, cause to be filed with the transfer agent for the
Preferred Securities, and shall cause to be mailed to the holders
of record of the Preferred Securities, at their last addresses as
they shall appear upon the stock transfer books of the Trust or
(b) shall cause to be mailed to all Holders at their last
addresses as they shall appear in the Security Register, at least
fifteen days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be
taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants
are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation
or winding up (but no failure to mail such notice or any defect
therein or in the mailing thereof shall affect the validity of
the corporate action required to be specified in such notice).

XIVSECTION 07.      Certain Defined Terms.

               The following definitions shall apply to terms
used in this Article Thirteen:

               (1)       "Closing Price" of any common stock on any day shall
     mean the last reported sale price regular way on such day or, in
     case no such sale takes place on such day, the average of the
     reported closing bid and asked prices regular way of such common
     stock, in each case on the NYSE Composite Tape or, if the common
     stock is not listed or admitted to trading on such exchange, on
     the principal national securities exchange on which such common
     stock is listed or admitted to trading, or, if not listed or
     admitted to trading on any national securities exchange, the
     average of the closing bid and asked prices as furnished by any
     New York Stock Exchange member firm selected from time to time by
     the Board of Directors of the Company for that purpose or, if not
     so available in such manner, as otherwise determined in good
     faith by the Board of Directors.

               (2)       "Trading Day" shall mean a day on which any securities
     are traded on the national securities exchange or quotation
     system used to determine the Closing Price.

XIVSECTION 08.      Dividend or Interest Reinvestment Plans.

               Notwithstanding the foregoing provisions, the
issuance of any shares of Common Stock pursuant to any plan
providing for the reinvestment of dividends or interest payable
on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any such plan,
and the issuance of any shares of Common Stock or options or
rights to purchase such shares pursuant to any employee benefit
plan or program of the Company (including without limitation, the
Company's Employee Stock Option Plan, Employee Stock Purchase
Plan and 401(k) Plan) or pursuant to any option, warrant, right
or exercisable, exchangeable or convertible security outstanding
as of the date the Securities were first issued (whether or not
subsequently amended), shall not be deemed to constitute an
issuance of Common Stock or exercisable, exchangeable or
convertible securities by the Company to which any of the
adjustment provisions described above applies.  There shall also
be no adjustment of the conversion price in case of the issuance
of any stock (or securities convertible into or exchangeable for
stock) of the Company except as specifically described in this
Article Thirteen.

XIVSECTION 09. Certain Additional Rights.

               In case the Company shall, by dividend or
otherwise, declare or make a distribution on its Common Stock
referred to in Section 1303(c) (including, without limitation,
dividends or distributions referred to in the last sentence of
Section 1303(c)), the Holder of the Securities, upon the
conversion thereof subsequent to the close of business on the
date fixed for the determination of stockholders entitled to
receive such distribution and prior to the effectiveness of the
conversion price adjustment in respect of such distribution,
shall also be entitled to receive for each share of Common Stock
into which the Securities are converted, the portion of the
shares of Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash and assets so
distributed applicable to one share of Common Stock; provided,
however, that, at the election of the Company (whose election
shall be evidenced by a resolution of the Board of Directors)
with respect to all Holders so converting, the Company may, in
lieu of distributing to such Holder any portion of such
distribution not consisting of cash or securities of the Company,
pay such Holder an amount in cash equal to the fair market value
thereof (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a
resolution of the Board of Directors).  If any conversion of
Securities described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common
Stock which the Holder of Securities so converted is entitled to
receive in accordance with the immediately preceding sentence,
the Company may elect (such election to be evidenced by a
resolution of the Board of Directors) to distribute to such
Holder a due bill for the shares of Common Stock, rights,
warrants, evidences of indebtedness, shares of capital stock,
cash or assets to which such Holder is so entitled, provided,
that such due bill (i) meets any applicable requirements of the
principal national securities exchange or other market on which
the Common Stock is then traded and (ii) requires payment or
delivery of such shares of Common Stock, rights, warrants,
evidences of indebtedness, shares of capital stock, cash or
assets no later than the date of payment or delivery thereof to
holders of shares of Common Stock receiving such distribution.

     SECTION 1310.  Restrictions on Common Stock Issuable Upon
               Conversion.

               (a)  Shares of Common Stock to be issued upon
conversion of a Security in respect of Restricted Preferred
Securities (as defined in the Declaration) shall bear such
restrictive legends as the Company may provide in accordance with
applicable law.

               (b)  If shares of Common Stock to be issued upon
conversion of a Security in respect of Restricted Preferred
Securities are to be registered in a name other than that of the
Holder of such Preferred Security, then the Person in whose name
such shares of Common Stock are to be registered must deliver to
the Conversion Agent a certificate satisfactory to the Company
and signed by such Person, as to compliance with the restrictions
on transfer applicable to such Preferred Security.  Neither the
Trustee nor any Conversion Agent or Registrar shall be required
to register in a name other than that of the Holder shares of
Common Stock or such Preferred Securities issued upon conversion
of any such Security in respect of such Preferred Securities not
so accompanied by a properly completed certificate.

     SECTION 1311.  Trustee Not Responsible for Determining
               Conversion Price or Adjustments.

               Neither the Trustee nor any Conversion Agent shall
at any time be under any duty or responsibility to any Holder of
any Security to determine whether any facts exist which may
require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same.  Neither
the Trustee nor any Conversion Agent shall be accountable with
respect to the validity or value (or the kind of account) of any
shares of Common Stock or of any securities or property, which
may at any time be issued or delivered upon the conversion of any
Security; and neither the Trustee nor any Conversion Agent makes
any representation with respect thereto.  Neither the Trustee nor
any Conversion Agent shall be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver
any shares of Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the
purpose of conversion, or, except as expressly herein provided,
to comply with any of the covenants of the Company contained in
Article Ten or this Article Thirteen.


          ARTICLE FOURTEEN

     Immunity of Incorporators, Stockholders,
     Officers and Directors

XVSECTION 01.     No Recourse.

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

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

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


                                   CALENERGY COMPANY, INC.


                                   By: /s/
                                      Name:  Steven A. McArthur
                                      Title: Senior Vice President






                                   THE BANK OF NEW YORK,
                                        as Trustee


                                   By:
                                      Name:  Byron Merino
                                      Title: Assistant Treasurer





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

               On the 26th day of February, 1997 before me
personally came Steven A. McArthur, to me known, who, being by me
duly sworn, did depose and say that he is the Senior Vice
President, Secretary and General Counsel of CalEnergy Company,
Inc., one of the corporations described in and which executed the
foregoing instrument; and that he signed his name thereto by
authority of the Board of Directors of such corporation.




                              Steven B. Litvack
                              Notary Public State of New York



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


               On the 26th day of February, 1997 before me
personally came Byron Merino, to me known, who, being by me duly
sworn, did depose and say that he is an Assistant Treasurer of
The Bank of New York, a corporation described in and which
executed the foregoing instrument; and that he signed his name
thereto by authority of the Board of Directors of such
corporation.




                              Steven B. Litvack
                              Notary Public State of New York

          EXHIBIT A

          FORM OF SECURITY

          [FORM OF FACE OF SECURITY]

     [Include Restricted Securities Legend:  THIS SECURITY HAS
AND ANY COMMON STOCK (AND RELATED RIGHTS) ISSUED ON CONVERSION
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW.  THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES, AND AGREES FOR THE
BENEFIT OF CALENERGY COMPANY, INC. (THE "COMPANY") THAT: (I) IT
HAS ACQUIRED A "RESTRICTED SECURITY" THAT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE.
ANY OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING
CLAUSE (D), (E) OR (F) IS SUBJECT TO THE RIGHT OF THE ISSUER OF
THIS SECURITY AND THE TRUSTEES FOR SUCH ISSUER (i) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM IN FORM AND SUBSTANCE,
AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.]


          CALENERGY COMPANY, INC.

          6-1/4% Convertible Junior Subordinated
          Debenture Due 2012

     No._________   $___________
          [CUSIP No. _________]

               CALENERGY COMPANY, INC., a corporation duly
organized and existing under the laws of the State of Delaware
(herein called "the Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum [indicated on Schedule A
hereof]* [of ______ Dollars]** ($_____________________) on
February 25, 2012.

     Interest Payment Dates:  March 1, June 1, September 1 and
                           December 1, commencing June 1, 1997

     Regular Record Dates: the close of business on the 15th day
                           immediately preceding each Interest
                           Payment Date, commencing May 15, 1997

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

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

               IN WITNESS WHEREOF, the Company has caused this
instrument to be signed manually or by facsimile by its duly
authorized officers and a facsimile of its corporate seal to be
affixed hereto or imprinted hereon.

     Dated:  _________________

          CALENERGY COMPANY, INC.


          By:________________________
             Name:
             Title:
     [Seal]

     Attest:

     _______________
                                
                      TRUSTEE'S CERTIFICATE
                          OF AUTHENTICATION

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





     Dated:  _____________              THE BANK OF NEW YORK,
                                        as Trustee
 

                                   By: _______________________
                                        Authorized Signatory



     [FORM OF REVERSE OF SECURITY]

          CALENERGY COMPANY, INC.

          6-1/4% Convertible Junior Subordinated
          Debenture Due 2012*

          (1)    Interest.  CalEnergy Company, Inc., a Delaware corporation
(the  "Company"),  is  the issuer of this     6-1/4%  Convertible
Junior  Subordinated Debenture Due 2012 (the "Security")  limited
in aggregate principal amount to $___________ (or $___________ if
the over-allotment option is exercised in full), issued under the
Indenture hereinafter referred to.  The Company promises  to  pay
interest on the Securities in cash from February 26, 1997 or from
the  most recent interest payment date to which interest has been
paid or duly provided for, quarterly (subject to deferral for  up
to  20 consecutive quarters as described in Section 3 hereof)  in
arrears  on March 1, June 1, September 1 and December 1  of  each
year  (each  such  date, an "Interest Payment Date"),  commencing
June  1,  1997,  at  the  rate of 6-1/4% per  annum  (subject  to
increase  as  provided  in  Section 13  hereto)  plus  Additional
Interest,  if any, until the principal hereof shall  have  become
due and payable.

               The amount of interest payable for any period will
be  computed  on  the basis of a 360-day year  of  twelve  30-day
months.   To  the extent lawful, the Company shall  pay  interest
(including  post-petition interest in any  proceeding  under  any
Bankruptcy  Law)  on  overdue installments of  interest  (without
regard  to any applicable grace period) at the rate borne by  the
Securities,  compounded quarterly.  Any  interest  paid  on  this
Security  shall  be  increased to the  extent  necessary  to  pay
Additional Interest as set forth in this Security.

          (2)       Additional Interest.  The Company shall pay to
CalEnergy  Capital  Trust  II (and its  permitted  successors  or
assigns  under  the  Declaration) (the "Trust")  such  additional
amounts as may be necessary in order that the amount of dividends
or  other distributions then due and payable by the Trust on  the
Preferred  Securities  that  at any time  remain  outstanding  in
accordance  with  the terms thereof shall not  be  reduced  as  a
result  of  any  additional taxes, duties and other  governmental
charges  of  whatever  nature (other than  withholding  stamp  or
transfer taxes) imposed by the United States or any other  taxing
authority.

          (3)       Extension of Interest Payment Period.  The Company
shall  have  the  right,  at any time during  the  term  of  this
Security,  from  time to time to defer payments  of  interest  by
extending the interest payment period of such Security for up  to
          20 consecutive quarters (an "Extended Interest Payment Period")
during  which Extended Interest Payment Period no interest  shall
be  due  and payable; provided, that no Extended Interest Payment
Period  may  extend  beyond  the Maturity  Date  or  any  earlier
Redemption  Date.   To the extent permitted  by  applicable  law,
interest, the payment of which has been deferred because  of  the
extension  of  the  interest payment period, will  bear  interest
thereon  at 6-1/4% compounded quarterly for each quarter  of  the
Extended Interest Payment Period ("Compounded Interest").  At the
end  of  the Extended Interest Payment Period, the Company  shall
pay  all  interest  then accrued and unpaid  on  the  Securities,
including  any Additional Payments that shall be payable  to  the
Holders  of  the  Securities in whose names  the  Securities  are
registered in the Security Registrar on the first Regular  Record
Date  after  the  end  of the Extended Interest  Payment  Period.
Before  the  expiration of any Extended Interest Payment  Period,
the  Company may elect to continue to defer payments of  interest
for   another  consecutive  Extended  Interest  Payment   Period;
provided,  that  any  such  Extended  Interest  Payment   Period,
together with all such previous and consecutive Extended Interest
Payment  Periods,  shall not exceed 20 consecutive  quarters  and
shall  not  extend beyond the Maturity Date.  Upon the expiration
of  any Extended Interest Payment Period and upon the payment  of
all  Additional  Payments,  if any, then  due,  the  Company  may
commence a new Extended Interest Payment Period, subject  to  the
foregoing  requirements.  No interest shall be  due  and  payable
during  an  Extended Interest Payment Period except  at  the  end
thereof.

                If the Property Trustee is the sole holder of the
Securities  at the time the Company selects an Extended  Interest
Payment  Period,  the Company shall give notice  to  the  Regular
Trustees,  the Property Trustee and the Trustee of its  selection
of  such  Extended Interest Payment Period at least one  Business
Day  prior  to  the  earlier of (i) the next succeeding  Interest
Payment  Date or (ii) if the Preferred Securities are  listed  on
the  New York Stock Exchange or other stock exchange or quotation
system, the date the Trust is required to give notice to the  New
York   Stock   Exchange   or  other  applicable   self-regulatory
organization  or  to holders of the Preferred Securities  on  the
record  date or the date such distributions are payable,  but  in
any  event  not less than ten Business Days prior to such  record
date.

                If the Property Trustee is not the sole holder of
the  Securities  at  the  time the Company  selects  an  Extended
Interest  Payment Period, the Company shall give the  Holders  of
these  Securities and the Trustee notice of its selection  of  an
Extended Interest Payment Period at least ten Business Days prior
to  the earlier of (i) the next succeeding Interest Payment  Date
or  (ii)  if the Preferred Securities are listed on the New  York
Stock  Exchange or other stock exchange or quotation system,  the
date the Company is required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization  or  to
holders  of  the Securities on the record date or the  date  such
distributions  are payable, but in any event not  less  than  two
Business Days prior to such record date.

                The  quarter  in respect of which any  notice  is
given pursuant to the second and third paragraphs of this Section
3  shall  be counted as one of the 20 quarters permitted  in  the
maximum  Extended  Interest Payment Period  permitted  under  the
first paragraph of this Section 3.

          (4)       Method of Payment.  The interest so payable, and
punctually  paid  or duly provided for, on any  Interest  Payment
Date will, as provided in the Indenture, be paid to the Person in
whose  name this Security (or one or more Predecessor Securities)
is registered at the close of business on the regular record date
for  such  interest  installment, which shall  be  the  close  of
business  on  the  15th day immediately preceding  each  Interest
Payment  Date  (the  "Regular Record Date"), commencing  May  15,
1997.   Any such interest not so punctually paid or duly provided
for  shall  forthwith cease to be payable to the Holder  on  such
Regular Record Date and may either be paid to the Person in whose
name  this  Security (or one or more Predecessor  Securities)  is
registered at the close of business on a Special Record Date  for
the  payment  of  such Defaulted Interest  to  be  fixed  by  the
Trustee,  notice whereof shall be given to Holders of  Securities
not  less than 10 days prior to such Special Record Date,  or  be
paid at any time in any other lawful manner not inconsistent with
the   requirements  of  any  securities  exchange  on  which  the
Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

                Payment of the principal of and interest on  this
Security  will  be made at the office or agency  of  the  Company
maintained for that purpose in New York, New York, in  such  coin
or  currency  of the United States of America as at the  time  of
payment is legal tender for payment of public and private  debts;
provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the Person
entitled  thereto as such address shall appear  in  the  Security
Register.

          (5)       Paying Agent and Security Registrar.  The Trustee will
act  as  Paying  Agent, Security Registrar and Conversion  Agent.
The  Company may change any Paying Agent, Security Registrar, co-
registrar or Conversion Agent without prior notice.  The  Company
or any of its Affiliates may act in any such capacity.

          (6)       Indenture.  The Company issued the Securities under an
indenture,  dated  as  of  February 26, 1997  (the  "Indenture"),
between  the Company and The Bank of New York, as Trustee (herein
called  the "Trustee", which term includes any successor  trustee
under  the  Indenture),  to which Indenture  and  all  indentures
supplemental thereto reference is hereby made for a statement  of
the   respective  rights,  limitations  of  rights,  duties   and
immunities thereunder of the Trustee, the Company and the Holders
of  the  Securities, and of the terms upon which  the  Securities
are,  and  are to be, authenticated and delivered.  The terms  of
the  Securities include those stated in the Indenture  and  those
made part of the Indenture by the Trust Indenture Act of 1939 (15
U.S.  Code   77aaa-77bbbb) ("TIA") as in effect on  the  date  of
the  Indenture.  The Securities are subject to, and qualified by,
all  such  terms,  certain of which are  summarized  hereon,  and
holders are referred to the Indenture and the TIA for a statement
of  such terms.  The Securities are unsecured general obligations
of  the  Company  limited to $154,639,200 in aggregate  principal
amount  (or  up to $185,567,050 if the over-allotment  option  is
exercised)  and subordinated in right of payment to all  existing
and  future  Senior  Indebtedness of the Company.   No  reference
herein to the Indenture and no provision of this Security  or  of
the  Indenture  shall  alter  or impair  the  obligation  of  the
Company,  which  is  absolute  and  unconditional,  to  pay   the
principal  of  and interest on this Security at the times,  place
and  rate, and in the coin or currency, herein prescribed  or  to
convert this Security as provided in the Indenture.

          (7)       Optional Redemption.  The Securities are redeemable at
the  Company's  option at any time and from time  to  time  after
March  3,  2000,  upon not less than 20 or  more  than  60  days'
notice,  at a Redemption Price equal to $51.00 per $50  principal
amount  of  the  Securities to be redeemed plus any  accrued  and
unpaid  interest, including Additional Payments, if any,  to  the
Redemption Date, if redeemed before March 3, 2001, and at  $50.50
per  $50 principal amount of the Security, if redeemed during the
12-month period beginning March 3, 2001 and thereafter at $50 per
$50  principal  amount  of the Securities  plus,  in  each  case,
accrued  and  unpaid interest, including Additional Payments,  if
any,  to  the Redemption Date.  On or after the Redemption  Date,
interest  will  cease  to  accrue on the Securities,  or  portion
thereof, called for redemption.

          (8)       Optional Redemption Upon Tax Event.  The Securities are
subject  to  redemption in whole, but not in part,  at  any  time
within  90  days, if a Tax Event (as defined in the  Declaration)
shall occur and be continuing, at a redemption price equal to $50
per   $50  principal  amount  thereof  plus  accrued  but  unpaid
interest,   including  Additional  Payments,  if  any,   to   the
Redemption Date; provided, however, that if, at the time there is
available  to  the  Company  or  the  Trust  the  opportunity  to
eliminate,  within such 90-day period, the Tax  Event  by  taking
some  ministerial action, including but not limited to  filing  a
form  or  making  an  election, or pursuing  some  other  similar
reasonable  measure, which, in the sole judgment of the  Company,
has or will cause no adverse effect on the Company, the Trust  or
the  Holders  of  the Trust Securities issued  by  the  Trust  or
involves  or will involve no material cost, then the  Company  or
the  Trust  shall pursue such measure in lieu of redemption.  Any
redemption pursuant to this Section 8 will be made upon not  less
than 30 nor more than 60 days' notice.

          (9)       Notice of Redemption.  Notice of redemption will be
mailed  at  least  30  (or in the case of  a  redemption  at  the
election of the Company, at least 20) but not more than  60  days
before the Redemption Date to each Holder of the Securities to be
redeemed   at   his  address  of  record.   The   Securities   in
denominations larger than $50 may be redeemed in part but only in
integral multiples of $50.  In the event of a redemption of  less
than  all  of the Securities, the Securities will be  chosen  for
redemption  by the Trustee in accordance with the Indenture.   On
and  after the Redemption Date, interest ceases to accrue on  the
Securities or portions of them called for redemption.

                If  this  Security is redeemed  subsequent  to  a
Regular  Record  Date with respect to any Interest  Payment  Date
specified  above and on or prior to such Interest  Payment  Date,
then  any  accrued interest will be paid to the person  in  whose
name this Security is registered at the close of business on such
record date.

          (10)      Mandatory Redemption.  The Securities will mature on
February  25, 2012, and may be redeemed, in whole or in part,  at
any  time  after  March  3,  2000  or  at  any  time  in  certain
circumstances  upon  the occurrence of a  Tax  Event.   Upon  the
repayment  of  the  Securities,  whether  at  maturity  or   upon
redemption,  the  proceeds from such repayment or  payment  shall
simultaneously  be applied to redeem Trust Securities  having  an
aggregate  liquidation  amount of the  Securities  so  repaid  or
redeemed at the applicable redemption price together with accrued
and   unpaid   distributions  through  the  date  of  redemption;
provided, that holders of the Trust Securities shall be given not
less  than  30  nor more than 60 days notice of such  redemption.
Upon  the  repayment of the Securities at maturity  or  upon  any
acceleration, earlier redemption or otherwise, the proceeds  from
such   repayment  will  be  applied  to  redeem   the   Preferred
Securities,  in  whole, upon not less than 30 nor  more  than  60
days' notice.  There are no sinking fund payments with respect to
the Securities.

          (11)      Subordination.  The payment of the principal of,
interest  on  or  any  other amounts due  on  the  Securities  is
subordinated  in  right  of payment to all  existing  and  future
Senior  Indebtedness  (as  defined  below)  of  the  Company,  as
described  in  the  Indenture.   Each  holder,  by  accepting   a
Security, agrees to such subordination and authorizes and directs
the Trustee on its behalf to take such action as may be necessary
or  appropriate to effectuate the subordination so  provided  and
appoints the Trustee as its attorney-in-fact for such purpose.

                Senior Indebtedness shall mean in respect of  the
Company  (i)  the  principal, premium, if any,  and  interest  in
respect  of  (A) indebtedness of such obligor for money  borrowed
and  (B) indebtedness evidenced by securities, debentures,  bonds
or  other  similar instruments issued by such obligor,  (ii)  all
capital  lease obligations of such obligor, (iii) all obligations
of  such obligor issued or assumed as the deferred purchase price
of property, all conditional sale obligations of such obligor and
all  obligations  of  such  obligor  under  any  title  retention
agreement  (but excluding trade accounts payable arising  in  the
ordinary  course  of  business), (iv)  all  obligations  of  such
obligor  for the reimbursement of any letter of credit,  banker's
acceptance,   security  purchase  facility  or   similar   credit
transaction,  (v)  all obligations of the  type  referred  to  in
clauses  (i) through (iv) above of other Persons for the  payment
of  which  such  obligor  is responsible or  liable  as  obligor,
guarantor  or  otherwise, and (vi) all obligations  of  the  type
referred  to  in clauses (i) through (v) above of  other  persons
secured  by  any  lien on any property or asset of  such  obligor
(whether  or  not  such obligation is assumed by  such  obligor),
except  for  (1) any such indebtedness issued after the  date  of
original  issuance  of  the  Securities  that  is  by  its  terms
subordinated  to or pari passu with the Securities  and  (2)  any
indebtedness (including all other debt securities and  guarantees
in  respect  of  those debt securities) initially issued  to  any
other  trust, or a trustee of such trust, partnership,  or  other
entity   affiliated  with  the  Company  that  is,  directly   or
indirectly,  a  financing vehicle of the  Company  (a  "Financing
Entity") in connection with the issuance by such Financing Entity
of  preferred securities or other securities which by their terms
rank  pari  passu  with, or junior to, the Preferred  Securities.
The  Preferred Securities shall rank pari passu with the 6 1/4% Term
Income   Deferrable  Equity  Securities  of  the  Company.    The
Securities shall rank pari passu with the 6 1/4% Convertible  Junior
Subordinated Interest Debentures Due 2016 of the Company.

          (12)      Conversion.  The Holder of any Security has the right,
exercisable  at  any time beginning 60 days following  the  first
date  of  original issuance of the Securities and  prior  to  the
close  of  business (New York time) on the date of the Security's
maturity, to convert the principal amount thereof (or any portion
thereof  that  is  an integral multiple of $50)  into  shares  of
Common  Stock at an initial conversion rate of 1.1655  shares  of
Common Stock for each Security (equivalent to a conversion  price
of  $42.90 per share of Common Stock of the Company), subject  to
adjustment under certain circumstances, except that if a Security
is  called for redemption, the conversion right will terminate at
the close of business on the Redemption Date.

                To convert a Security, a Holder must (1) complete
and  sign  a conversion notice substantially in the form attached
hereto,  (2)  surrender the Security to a Conversion  Agent,  (3)
furnish   appropriate  endorsements  or  transfer  documents   if
required  by the Security Registrar or Conversion Agent  and  (4)
pay  any  transfer or similar tax, if required.  Upon conversion,
no  adjustment or payment will be made for interest or dividends,
but  if any Holder surrenders a Security for conversion after the
close  of business on the Regular Record Date for the payment  of
an  installment of interest and prior to the opening of  business
on  the  next  Interest Payment Date, then, notwithstanding  such
conversion,  the interest payable on such Interest  Payment  Date
will  be  paid to the registered Holder of such Security on  such
Regular  Record  Date.   In  such  event,  such  Security,   when
surrendered for conversion, need not be accompanied by payment of
an  amount equal to the interest payable on such Interest Payment
Date  on the portion so converted.  The number of shares issuable
upon  conversion  of  a Security is determined  by  dividing  the
principal  amount  of the Security converted  by  the  conversion
price  in  effect  on the Conversion Date.  No fractional  shares
will be issued upon conversion but a cash adjustment will be made
for any fractional interest.  The outstanding principal amount of
any  Security  shall be reduced by the portion of  the  principal
amount thereof converted into shares of Common Stock.

          (13)      Registration Rights.     The holders of the Preferred
Securities,  the  Securities, the Guarantee  and  the  shares  of
Common  Stock  of  the Company issuable upon  conversion  of  the
Securities  (collectively,  the  "Registrable  Securities")   are
entitled  to  the  benefits of a Registration  Rights  Agreement,
dated  as of February 26, 1997, among the Company and the Initial
Purchasers  (the "Registration Rights Agreement").   Pursuant  to
the Registration Rights Agreement, the Company has agreed for the
benefit of the holders of Registrable Securities that, subject to
the  terms  of  the  Registration  Rights  Agreement  (including,
without limitation, those provisions permitting a Suspension  (as
defined  therein))  (i)  it will, at its cost,  within  180  days
following the date of issuance of the Registrable Securities (the
"Issue  Date"),  prepare and file a Shelf Registration  Statement
(as  defined  in  the  Registration Rights  Agreement)  with  the
Commission  relating  to offers and resales  of  the  Registrable
Securities, (ii) it will use its reasonable best efforts to cause
such  Shelf Registration Statement to be declared effective under
the  Securities  Act  (subject to certain  exceptions  under  the
Registration Rights Agreement) no later than 270 days  after  the
Issue  Date and (iii) it will use its reasonable best efforts  to
maintain such Shelf Registration Statement continuously effective
under  the  Securities Act until the second  anniversary  of  the
effectiveness of the Shelf Registration Statement or such earlier
date  as  is  provided in the Registration Rights Agreement  (the
"Effectiveness Period").

               The Company agrees that from and after the date on
which   any  Registration  Default  occurs,  additional  interest
("Liquidated  Damages")  will  accrue  on  the  Securities,   and
accordingly,  additional interest will accrue  on  the  Preferred
Securities,  in each case, from and including the  day  following
the  day  such Registration Default shall occur (or be deemed  to
occur as described below) to but excluding the day on which  such
Registration Default has been cured (or be deemed to be cured  as
described  below).  Liquidated Damages will be paid quarterly  in
arrears,  with  the  first quarterly payment  due  on  the  first
interest  or distribution payment date, as applicable,  following
the  date  on which such Liquidated Damages begin to accrue,  and
will  accrue  at  a  rate per annum equal to an  additional  one-
quarter  of  one  percent  (0.25%) of  the  principal  amount  or
liquidation amount, as applicable, to and including the 90th  day
following  such Registration Default and one-half of one  percent
(0.50%)  thereof  from  and after the  91st  day  following  such
Registration  Default.  Following the cure or deemed  cure  of  a
Registration  Default, Liquidated Damages will  cease  to  accrue
with respect to such Registration Default.

                "Registration  Default" shall  mean  any  of  the
following events:

                (i)   on or prior to the 180th day following  the
     Issue Date, a Shelf Registration Statement relating to the offer
     and sale of the Registrable Securities has not been filed with
     the Commission;

                (ii)  on or prior to the 270th day following  the
     Issue Date, the Registrable Securities are not the subject of a
     Shelf Registration Statement which has become effective;

                (iii)  the Registrable Securities are the subject
     of a Shelf Registration Statement which was effective but which
     has ceased to be effective for any reason (other than pursuant to
     clause  (iv)  or (v) below) prior to the end  of  the  Shelf
     Registration  Period (as defined in the Registration  Rights
     Agreement);

                (iv)   the occurrence of a Suspension (as defined
     in the Registration Rights Agreement); or

                (v)   the occurrence of an event contemplated  by
     paragraph 3(c)(2)(iii) of the Registration Rights Agreement (an
     "Amendment Event");

     provided, however, that if the Registration Default consists
of the occurrence of any event contemplated by clause (iv) or (v)
above, then such Registration Default shall not be deemed to have
occurred until the expiration of 30 Business Days after the  date
of the occurrence of such Suspension or Amendment Event, provided
that (a) the Trust and the Company thereafter reasonably promptly
comply   with   the  requirements  of  paragraph  3(i)   of   the
Registration Rights Agreement, if applicable, and (b) in the case
of  such  Amendment Event resulting from an action taken  by  the
Company  or  the Trust, such action was taken in good faith;  and
provided,   further,  that  a  Registration  Default  shall   not
constitute a default or Event of Default hereunder.

                A  Registration Default shall be deemed  to  have
been  cured  and  cease to exist on the date  subsequent  to  the
occurrence of such Registration Default on which:

                (x)   in  the  case  of  a  Registration  Default
     described  in  clause (i), (ii) or (iii)  above,  the  Shelf
     Registration Statement covering such Registrable Securities shall
     become effective; or

                (y)   in  the  case  of  a  Registration  Default
     described in clause (iv) or (v) above, upon the Company and the
     Trust taking action to notify the Holders (for purposes of this
     clause (y), as that term is defined in the Registration Rights
     Agreement) of the Registrable Securities that such Suspension or
     Amendment Event has ended.  For purposes of this clause (y),
     taking action to notify Holders shall be deemed sufficient when
     notice is first deposited in first class mail or delivered to a
     courier  service  or filed with the Commission  or  publicly
     disseminated  by press release or other release  to  a  news
     reporting service.

          (14)      Registration, Transfer, Exchange and Denominations.  As
provided  in  the  Indenture and subject to  certain  limitations
therein  set  forth, the transfer of this Security is registrable
in  the  Security Register, upon surrender of this  Security  for
registration of transfer at the office or agency of  the  Company
in  New  York,  New York, duly endorsed by, or accompanied  by  a
written  instrument  of  transfer in  form  satisfactory  to  the
Company  and the Security Registrar duly executed by, the  Holder
hereof  or his attorney duly authorized in writing, and thereupon
one  or more new Securities, of authorized denominations and  for
the  same  aggregate  principal amount, will  be  issued  to  the
designated transferee or transferees.

                The  Securities are issuable only  in  registered
form  without  coupons  in  denominations  of  $50  and  integral
multiples thereof.  No service charge shall be made for any  such
registration of transfer or exchange, but the Company may require
payment   of  a  sum  sufficient  to  cover  any  tax  or   other
governmental  charge payable in connection therewith.   Prior  to
due  presentment of this Security for registration  of  transfer,
the  Company,  the Trustee and any agent of the  Company  or  the
Trustee  may  treat  the Person in whose name  this  Security  is
registered as the owner hereof for all purposes, whether  or  not
this  Security be overdue, and neither the Company,  the  Trustee
nor  any  such agent shall be affected by notice to the contrary.
In the event of redemption or conversion of this Security in part
only,  a  new  Security  or  Securities  for  the  unredeemed  or
unconverted  portion hereof will be issued in  the  name  of  the
Holder hereof upon the cancellation hereof.

          (15)      Persons Deemed Owners.  Except as provided in Section 4
hereof, the registered Holder of a Security may be treated as its
owner for all purposes.

          (16)      Unclaimed Money.  If money for the payment of principal
or  interest remains unclaimed for two years, the Trustee and the
Paying  Agent  shall  pay the money back to the  Company  at  its
written  request.  After that, holders of Securities entitled  to
the  money  must  look  to  the Company  for  payment  unless  an
abandoned  property  law  designates  another  Person   and   all
liability  of the Trustee and such Paying Agent with  respect  to
such money shall cease.

          (17)      Defaults and Remedies.  The Securities shall have the
Events  of  Default as set forth in Section 501 of the Indenture.
If  an Event of Default occurs and is continuing, the Trustee  by
notice to the Company or the holders of at least 25% in aggregate
principal amount of the then outstanding Securities by notice  to
the Company and the Trustee may declare all the Securities to  be
due and payable immediately.

                The holders of a majority in principal amount  of
the  Securities then outstanding by written notice to the Trustee
may   rescind  an  acceleration  and  its  consequences  if   the
rescission would not conflict with any judgment or decree and  if
all  existing Events of Default have been cured or waived  except
nonpayment  of principal or interest that has become  due  solely
because  of  the  acceleration.   Holders  may  not  enforce  the
Indenture  or the Securities except as provided in the Indenture.
Subject  to  certain  limitations,  holders  of  a  majority   in
principal amount of the then outstanding Securities issued  under
the Indenture may direct the Trustee in its exercise of any trust
or   power.    The  Company  must  furnish  annually   compliance
certificates to the Trustee.  The above description of Events  of
Default and remedies is qualified by reference to, and subject in
its  entirety by, the more complete description thereof contained
in the Indenture.

          (18)      Amendments, Supplements and Waivers.  The Indenture
permits,  with  certain  exceptions  as  therein  provided,   the
amendment  thereof  and  the  modification  of  the  rights   and
obligations of the Company and the rights of the Holders  of  the
Securities under the Indenture at any time by the Company and the
Trustee  with  the  consent  of the  Holders  of  a  majority  in
aggregate  principal  amount  of  the  Securities  at  the   time
Outstanding.   The Indenture also contains provisions  permitting
the  Holders  of  specified percentages  in  aggregate  principal
amount  of  the Securities at the time Outstanding, on behalf  of
the  Holders  of all the Securities, to waive compliance  by  the
Company with certain provisions of the Indenture and certain past
defaults  under the Indenture and their consequences.   Any  such
consent  or  waiver  by  the Holder of  this  Security  shall  be
conclusive  and  binding upon such Holder  and  upon  all  future
Holders  of  this  Security and of any Security issued  upon  the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.

          (19)      Trustee Dealings with the Company.  The Trustee, in its
individual or any other capacity may become the owner or  pledgee
of  the Securities and may otherwise deal with the Company or  an
Affiliate with the same rights it would have, as if it  were  not
Trustee,  subject  to  certain limitations provided  for  in  the
Indenture  and in the TIA.  Any Agent may do the same  with  like
rights.

          (20)      No Recourse Against Others.  A director, officer,
employee  or stockholder, as such, of the Company shall not  have
any  liability  for  any  obligations of the  Company  under  the
Securities or the Indenture or for any claim based on, in respect
of  or  by  reason of such obligations or their  creation.   Each
Holder  of  the  Securities by accepting a  Security  waives  and
releases all such liability.  The waiver and release are part  of
the consideration for the issue of the Securities.

          (21)      Governing Law.  THE INTERNAL LAWS OF THE STATE OF NEW
YORK SHALL GOVERN THE INDENTURE AND THE SECURITIES WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF.

          (22)      Authentication.  The Securities shall not be valid
until  authenticated  by the manual signature  of  an  authorized
officer of the Trustee or an authenticating agent.

          (23)      Abbreviations.  Customary abbreviations may be used in
the  name of a Holder or an assignee, such as: TEN COM (= tenants
in  common),  TEN ENT (= tenants by the entireties),  JT  TEN  (=
joint  tenants with right of survivorship and not as  tenants  in
common),  CUST  (=  Custodian), and U/G/M/A (= Uniform  Gifts  to
Minors Act).

                The  Company  will furnish to any Holder  of  the
Securities upon written request and without charge a copy of  the
Indenture.  Request may be made to:

                                   CalEnergy Company, Inc.
                                   302 South 36th Street, Suite 400
                                   Omaha, Nebraska  68131
                                   Attention of:  General Counsel
                              
         ASSIGNMENT FORM


               To assign this Security, fill in the form below:

               (I) or (we) assign and transfer this Security to


          (Insert assignee's social security or tax I.D. no.)






          (Print or type assignee's name, address and zip code)

     and irrevocably appoint
     agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.


          Your Signature:
     (Sign exactly as your name appears on the other side of this
                      Security)

          Date:


          Signature Guarantee:*

     [Include the following if the Security bears a Restricted
Securities Legend --

     In connection with any transfer of any of the Securities
evidenced by this certificate, the undersigned confirms that such
Securities are being:

     CHECK ONE BOX BELOW

               (1)  "    exchanged for the undersigned's own
               account without transfer; or

               (2)  "    transferred pursuant to and in
               compliance with Rule 144A under the Securities Act of 1933; or

               (3)  "    transferred pursuant to and in
               compliance with Regulation S under the Securities Act of 1933; or

               (4)  "    transferred pursuant to another
               available exemption from the registration requirements of the
Securities Act of 1933; or

               (5)  "    transferred pursuant to an effective
               Shelf Registration Statement (as defined in Section 1007 of the
               Indenture).

      Unless one of the boxes is checked, the Trustee will refuse
to  register  any of the Securities evidenced by this certificate
in  the  name  of  any  person other than the  registered  Holder
thereof;  provided, however, that if box (3) or (4)  is  checked,
the  Trustee may require, prior to registering any such  transfer
of  the Securities such legal opinions, certifications and  other
information  as the Company has reasonably requested  to  confirm
that  such transfer is being made pursuant to an exemption  from,
or in a transaction not subject to, the registration requirements
of  the Securities Act of 1933, such as the exemption provided by
Rule  144 under such Act; provided, further, that after the  date
that a Shelf Registration Statement becomes effective and so long
as  such  Shelf Registration Statement continues to be effective,
the  Trustee may only permit transfers for which box (5) has been
checked.


                                          Signature

     Signature Guarantee:*


                                                            
     Signature must be guaranteed         Signature           ]



          [TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is
purchasing  this Security for its own account or an account  with
respect to which it exercises sole investment discretion and that
it  and  any  such  account is a "qualified institutional  buyer"
within the meaning of Rule 144A under the Securities Act of 1933,
and  is  aware that the sale to it is being made in  reliance  on
Rule  144A and acknowledges that it has received such information
regarding  the Company as the undersigned has requested  pursuant
to  Rule  144A or has determined not to request such  information
and  that  it  is aware that the transferor is relying  upon  the
undersigned's  foregoing representations in order  to  claim  the
exemption from registration provided by Rule 144A.


     Dated:    
                             NOTICE: To be executed by an executive officer]
                                      

                    [TO BE ATTACHED TO GLOBAL SECURITIES]
                                
                              SCHEDULE A

                The  initial  principal  amount  of  this  Global
Security  shall  be  $__________.   The  following  increases  or
decreases  in  the principal amount of this Global Security  have
been made:


Date Made   Amount          Amount                  Signature
            of              of          Principal   of
            increase        decrease    Amount of   authorized
            in              in          this        officer of
            Principal       Principal   Global      Trustee or
            Amount of       Amount of   Security    Securities
            this            this        following   Custodian
            Global          Global      such
            Security        Security    decrease
            including                   or
            upon                        increase
            exercise
            of over-
            allotment
            option

                                                
                      ELECTION TO CONVERT

     To:  CalEnergy Company, Inc.

                The  undersigned  owner of this  Security  hereby
irrevocably exercises the option to convert this Security, or the
portion below designated, into Common Stock of CALENERGY COMPANY,
INC. in accordance with the terms of the Indenture referred to in
this   Security,  and  directs  that  the  shares  issuable   and
deliverable upon conversion, together with any check  in  payment
for fractional shares, be issued in the name of and delivered  to
the  undersigned, unless a different name has been  indicated  in
the assignment below.  If shares are to be issued in the name  of
a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.

                Any  holder, upon the exercise of its  conversion
rights  in  accordance with the terms of the  Indenture  and  the
Security,  agrees  to be bound by the terms of  the  Registration
Agreement  relating to the Common Stock issuable upon  conversion
of the Securities.

     Dated: ___________

          in whole _____

Portions of Security to be converted ($50 or integral multiples 
 thereof):  $_________________


     Signature (for conversion only)

     Please Print or Typewrite Name and Address, Including Zip
     Code, and Social Security or Other Identifying Number






Signature Guarantee:*

                               ANNEX I
                                
              AMENDED AND RESTATED DECLARATION OF TRUST
_______________________________
*    Applicable to Global Securities only.
     
**   Applicable to certificated Securities only.
     
     *    All terms used in this Security which are defined in the
     Indenture or in the Declaration attached as Annex A there
     to shall have the meanings assigned to them in the
     Indenture or the Declaration, as the case may be.
     *    Signature must be guaranteed by a commercial bank, trust
     company or member firm of the New York Stock Exchange.
     
     *    Signature must be guaranteed by a commercial bank, trust
     company or member firm of the New York Stock Exchange.
     
     *    Signature must be guaranteed by a commercial bank, trust
     company or member firm of the New York Stock Exchange.