<PAGE>
                         EXHIBIT 4.2

                   ROCHESTER TELEPHONE CORP.
                                
                               TO
                                
                     CHEMICAL BANK, Trustee
                                
                                
                    -----------------------
                           INDENTURE
                    -----------------------
                                
                                
                   Dated as of March 14, 1995
                                
                        Debt Securities
<PAGE>
                        
<PAGE>
                       TABLE OF CONTENTS


                                                             Page

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

                           ARTICLE ONE

    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions. . . . . . . . . . . . . . . . . . .  1
              Act. . . . . . . . . . . . . . . . . . . . . . .  2
              Affiliate. . . . . . . . . . . . . . . . . . . .  2
              Board of Directors . . . . . . . . . . . . . . .  2
              Board Resolution . . . . . . . . . . . . . . . .  2
              Business Day . . . . . . . . . . . . . . . . . .  2
              Commission . . . . . . . . . . . . . . . . . . .  2
              Company. . . . . . . . . . . . . . . . . . . . .  2
              Company Request" and "Company Order. . . . . . .  3
              Corporate Trust Office . . . . . . . . . . . . .  3
              Corporation. . . . . . . . . . . . . . . . . . .  3
              Defaulted Interest . . . . . . . . . . . . . . .  3
              Event of Default . . . . . . . . . . . . . . . .  3
              Holder . . . . . . . . . . . . . . . . . . . . .  3
              Indenture. . . . . . . . . . . . . . . . . . . .  3
              Interest . . . . . . . . . . . . . . . . . . . .  3
              Interest Payment Date. . . . . . . . . . . . . .  3
              Maturity . . . . . . . . . . . . . . . . . . . .  4
              Officers' Certificate. . . . . . . . . . . . . .  4
              Opinion of Counsel . . . . . . . . . . . . . . .  4
              Original Issue Discount Security . . . . . . . .  4
              Outstanding. . . . . . . . . . . . . . . . . . .  4
              Paying Agent . . . . . . . . . . . . . . . . . .  5
              Person . . . . . . . . . . . . . . . . . . . . .  5
              Place of Payment . . . . . . . . . . . . . . . .  5
              Predecessor Security . . . . . . . . . . . . . .  5
              Redemption Date. . . . . . . . . . . . . . . . .  5
              Redemption Price . . . . . . . . . . . . . . . .  6
              Regular Record Date. . . . . . . . . . . . . . .  6
              Responsible Officer. . . . . . . . . . . . . . .  6
              Security" or "Securities . . . . . . . . . . . .  6
              Security Register" and "Security Registrar . . .  6
              Special Record Date. . . . . . . . . . . . . . .  6
              Stated Maturity. . . . . . . . . . . . . . . . .  6
              Trustee. . . . . . . . . . . . . . . . . . . . .  6
              Trust Indenture Act. . . . . . . . . . . . . . .  7

Section 102.  Compliance Certificates and Opinions . . . . . .  7
Section 103.  Form of Documents Delivered to Trustee . . . . .  8
Section 104.  Acts of Holders. . . . . . . . . . . . . . . . .  8
Section 105.  Notices, etc., to Trustee and
                    the Company. . . . . . . . . . . . . . . .  9
Section 106.  Notice to Holders; Waiver. . . . . . . . . . . . 10
Section 107.  Conflict with Trust Indenture Act. . . . . . . . 10
Section 108.  Effect of Headings and Table of Contents . . . . 11
Section 109.  Successors and Assigns . . . . . . . . . . . . . 11
Section 110.  Separability Clause. . . . . . . . . . . . . . . 11
Section 111.  Benefits of Indenture. . . . . . . . . . . . . . 11
Section 112.  Governing Law. . . . . . . . . . . . . . . . . . 11
Section 113.  Legal Holidays . . . . . . . . . . . . . . . . . 11

                           ARTICLE TWO

                          SECURITY FORMS

Section 201.  Forms Generally. . . . . . . . . . . . . . . . . 12
Section 202.  Form of Trustee's Certificate of
                    Authentication . . . . . . . . . . . . . . 12
Section 203.  Securities in Global Form. . . . . . . . . . . . 13
Section 204.  Additional Interest. . . . . . . . . . . . . . . 13

                          ARTICLE THREE

                          THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series . . . . . . 15
Section 302.  Denominations. . . . . . . . . . . . . . . . . . 17
Section 303.  Execution, Authentication and Delivery . . . . . 17
Section 304.  Temporary Securities . . . . . . . . . . . . . . 19
Section 305.  Registration, Transfer and Exchange. . . . . . . 20
Section 306.  Mutilated, Destroyed, Lost and Stolen
                    Securities . . . . . . . . . . . . . . . . 21
Section 307.  Payment of Interest; Interest Rights
                  Preserved. . . . . . . . . . . . . . . . . . 22
Section 308.  Persons Deemed Owners. . . . . . . . . . . . . . 23
Section 309.  Cancellation . . . . . . . . . . . . . . . . . . 23
Section 310.  Computation of Interest. . . . . . . . . . . . . 24
Section 311.  CUSIP Number . . . . . . . . . . . . . . . . . . 24
Section 312.  Book-Entry Provisions for Global Securities. . . 24
Section 313.  Authentication and Delivery of Original Issue. . 26


                           ARTICLE FOUR

                    SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture. . . . . 26
Section 402.  Application of Trust Money . . . . . . . . . . . 28

                           ARTICLE FIVE

                             REMEDIES

Section 501.  Events of Default. . . . . . . . . . . . . . . . 28
Section 502.  Acceleration of Maturity; Rescission
                    and Annulment. . . . . . . . . . . . . . . 30
Section 503.  Collection of Indebtedness and Suits
                    for Enforcement by Trustee . . . . . . . . 31
Section 504.  Trustee May File Proofs of Claim . . . . . . . . 31
Section 505.  Trustee May Enforce Claims Without
                    Possession of Securities . . . . . . . . . 32
Section 506.  Application of Money Collected . . . . . . . . . 33
Section 507.  Limitation on Suits. . . . . . . . . . . . . . . 33
Section 508.  Unconditional Right of Holders to
                    Receive Principal, Premium and Interest. . 34
Section 509.  Restoration of Rights and Remedies . . . . . . . 34
Section 510.  Rights and Remedies Cumulative . . . . . . . . . 34
Section 511.  Delay or Omission Not Waiver . . . . . . . . . . 34
Section 512.  Control by Holders . . . . . . . . . . . . . . . 35
Section 513.  Waiver of Past Defaults. . . . . . . . . . . . . 35
Section 514.  Undertaking for Costs. . . . . . . . . . . . . . 36
Section 515.  Waiver of Stay or Extension Laws . . . . . . . . 36

                           ARTICLE SIX

                           THE TRUSTEE

Section 601.  Certain Duties and Responsibilities. . . . . . . 36
Section 602.  Notice of Defaults . . . . . . . . . . . . . . . 38
Section 603.  Certain Rights of Trustee. . . . . . . . . . . . 38
Section 604.  Not Responsible for Recitals or
                    Issuance of Securities . . . . . . . . . . 39
Section 605.  May Hold Securities. . . . . . . . . . . . . . . 40
Section 606.  Money Held in Trust. . . . . . . . . . . . . . . 40
Section 607.  Compensation and Reimbursement . . . . . . . . . 40
Section 608.  Disqualifications; Conflicting Interests . . . . 41
Section 609.  Corporate Trustee Required;
                    Eligibility. . . . . . . . . . . . . . . . 41
Section 610.  Resignation and Removal; Appointment of
                    Successor. . . . . . . . . . . . . . . . . 42
Section 611.  Acceptance of Appointment by Successor . . . . . 43
Section 612.  Merger, Conversion, Consolidation or
                    Succession to Business . . . . . . . . . . 45

                          ARTICLE SEVEN

      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

Section 701.  The Company to Furnish Trustee
                    Names and Addresses of Holders . . . . . . 45
Section 702.  Preservation of Information;
                    Communications to Holders. . . . . . . . . 46
Section 703.  Reports by Trustee . . . . . . . . . . . . . . . 47
Section 704.  Reports by the Company . . . . . . . . . . . . . 47

                          ARTICLE EIGHT

         CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 801.  Consolidations and Mergers of the Company
                  and Sales, Leases and Conveyances
                  Permitted Subject to Certain Conditions. . . 48
Section 802.  Rights and Duties of Successor . . . . . . . . . 49
Section 803.  Officers' Certificate and Opinion of
                    Counsel. . . . . . . . . . . . . . . . . . 49

                           ARTICLE NINE

                     SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures without Consent
                    of Holders . . . . . . . . . . . . . . . . 49
Section 902.  Supplemental Indentures with Consent of
                    Holders. . . . . . . . . . . . . . . . . . 52
Section 903.  Execution of Supplemental Indentures . . . . . . 53
Section 904.  Effect of Supplemental Indentures. . . . . . . . 53
Section 905.  Conformity with Trust Indenture Act. . . . . . . 53
Section 906.  Reference in Securities to Supplemental
                    Indentures . . . . . . . . . . . . . . . . 53

                           ARTICLE TEN

                            COVENANTS

Section 1001.  Payment of Principal, Premium, if any,
                        and Interest . . . . . . . . . . . . . 54
Section 1002.  Maintenance of Office or Agency . . . . . . . . 54
Section 1003.  Money for Securities Payments to Be
                        Held in Trust. . . . . . . . . . . . . 54
Section 1004.  Notice of Certain Defaults. . . . . . . . . . . 56
Section 1005.  Waiver of Certain Covenants . . . . . . . . . . 56
Section 1006.  Lien on Assets. . . . . . . . . . . . . . . . . 57
Section 1007.  Corporate Existence . . . . . . . . . . . . . . 57

                          ARTICLE ELEVEN

                     REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article. . . . . . . . . . . . 58
Section 1102.  Election to Redeem; Notice to Trustee . . . . . 58
Section 1103.  Selection by Trustee of
                        Securities to be Redeemed. . . . . . . 58
Section 1104.  Notice of Redemption. . . . . . . . . . . . . . 59
Section 1105.  Deposit of Redemption Price . . . . . . . . . . 60
Section 1106.  Securities Payable on Redemption Date . . . . . 60
Section 1107.  Securities Redeemed in Part . . . . . . . . . . 60

                          ARTICLE TWELVE

                          SINKING FUNDS

Section 1201.  Applicability of Article. . . . . . . . . . . . 61
Section 1202. Satisfaction of Sinking Fund Payments with
              Securities . . . . . . . . . . . . . . . . . . . 61
Section 1203. Redemption of Securities for Sinking Fund. . . . 62

                         ARTICLE THIRTEEN

                REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article. . . . . . . . . . . . 62

                         ARTICLE FOURTEEN

                     MISCELLANEOUS PROVISIONS

Section 1401.  Currencies. . . . . . . . . . . . . . . . . . . 63


<PAGE>
         
<PAGE>
     INDENTURE, dated as of March 14, 1995, between
ROCHESTER TELEPHONE CORP., a New York corporation (hereinafter
called the "Company"), having its principal executive offices at
180 Clinton Avenue, Rochester, New York 14646-0700, and CHEMICAL
BANK, a New York corporation, as Trustee (hereinafter called the
"Trustee"), having its Corporate Trust Office at 450 West 33rd
Street, New York, New York 10001.

                     Recitals of the Company

         The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time
to time of its unsecured and unsubordinated debentures, notes or
other evidences of indebtedness (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such
rates of interest, to mature at such time or times, to be issued
in one or more series and to have such other provisions as shall
be fixed as hereinafter provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                           ARTICLE ONE

    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101.  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 that 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, except as otherwise herein expressly
         provided, the term "generally accepted accounting
         principles" with respect to any computation required or
         permitted hereunder shall mean such accounting
         principles as are generally accepted at the date of
         such computation; and

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

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

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

         "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 the meanings correlative to the foregoing.

         "Board of Directors" means 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", except as may otherwise be provided in
the form of Securities of any particular series pursuant to the
provisions of this Indenture, means any day, other than Saturday
or Sunday, that is neither a legal holiday nor a day on which
banks and trust companies are authorized or required by law,
executive order or regulation to remain closed in The City of New
York.

         "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.

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

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

         "Corporate Trust Office" means the office of the
Trustee at which at any particular time its corporate trust
business shall be administered.

         "Corporation" includes corporations, associations,
companies and business trusts.

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

         "Depositary" means, with respect to the Securities of
any series issuable or issued in whole or in part in the form of
one or more Global Securities, the Person designated as
Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the
Global Securities of that series.

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

         "Global Security" or "Global Securities" means a
Security or Securities evidencing all or a part of a series of
Securities, issued to the Depositary for such series in
accordance with and bearing the legend prescribed in Section 203.

         "Holder" when used with respect to any Security, means
a Person in whose name such 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.

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

         "Interest Payment Date" means the Stated Maturity of an
installment of interest on the applicable Securities.

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

         "Officers' Certificate" means a certificate signed by
the Chairman, the Vice Chairman, the President or a Vice
President and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of
counsel, who may (except as otherwise expressly provided in this
Indenture) be an employee of or counsel for the Company, and who
shall be acceptable to the Trustee.

         "Original Issue Discount Security" means a Security
issued pursuant to this Indenture that provides for declaration
of an amount less than the principal thereof to be due and
payable upon acceleration pursuant to Section 502.

         "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 are to be redeemed, notice of
                             such redemption has been duly given pursuant to
                             this Indenture or provision therefor
                             satisfactory to the Trustee has been made; and

                   (iii)     Securities that have been paid pursuant to
                             Section 306 or exchanged 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 Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue
Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof
that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security at the time of the
taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in Section 104(a),
and, provided further, that Securities owned beneficially by the
Company, or any other obligor upon the Securities or any
Affiliate of the Company or 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 that the Trustee knows to be
so owned shall be so disregarded.  Securities so owned that 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 such other obligor.

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

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

         "Place of Payment", when used with respect to the
Securities of any series, means the place or places where the
principal of (and premium, if any) and interest on the Securities
of that series are payable as provided pursuant to Section 301.

         "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 lost,
destroyed, mutilated or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed, mutilated or
stolen Security.

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

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

         "Regular Record Date" for the interest payable on any
Security on any Interest Payment Date means the date, if any,
specified in such Security as the "Regular Record Date".

         "Responsible Officer", when used with respect to the
Trustee, means the Chairman or Vice-Chairman of the board of
directors, the chairman or vice-chairman of the executive
committee of the board of directors, the president, any vice
president (whether or not designated by a number or a word or
words added before or after the title "vice president"), the
secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the
controller and 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.

         "Revolver Security Agreement" means the Security
Agreement entered into as of December 19, 1994, executed by
Frontier Corporation ("Frontier"), and assumed on Frontier's
behalf by the Company on January 1, 1995, in favor of Chase
Manhattan Bank, N.A., as agent for the banks party to the
Revolving Credit Agreement among Frontier, as assumed on
Frontier's behalf by the Company on January 1, 1995, the agent
and such banks.

         "Security" or "Securities" means any Security or
Securities, as the case may be, authenticated and delivered under
this Indenture.

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

         "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 principal thereof or interest
thereon means the date specified in such Security as the fixed
date on that the principal of such Security or such installment
of principal or interest is due and payable.

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

         "Trust Indenture Act" means the Trust Indenture Act of
1939, as amended, as in force at the date as of which this
instrument was executed, except as provided in Section 905.

         Section 102.  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 an Officers' Certificate
stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or
request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating
to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion 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 condition or
         covenant 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 such examination or
         investigation as is necessary to enable him to express
         an informed opinion as to whether or not such condition
         or covenant has been complied with; and

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

         Section 103.  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.

         Section 104.  Acts of Holders.

         (a)  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of a series of
Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by Holders of
such series in person or by 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
and any agent of the Trustee or 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 in any reasonable
manner that the Trustee deems sufficient.

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

         (d)  If the Company shall solicit from the Holders of a
series of Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may,
at its option, by Board Resolution, fix in advance a record date
for the determination of Holders of such series entitled to give
such request, demand, authorization, direction, notice, consent,
waiver or other Act but the Company shall have no obligation to
do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the
Holders of such series of record at the close of business on such
record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of
Outstanding Securities of such series have authorized or agreed
or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities of such series shall be computed as of
such record date, provided that no such authorization, agreement
or consent by the Holders of such series on such record date
shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six
months after the record date.

         (e)  Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any
series of 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 or suffered to be done
by the Trustee, any Security Registrar, any Paying Agent or the
Company in reliance thereon, whether or not notation of such
action is made upon such Security.

         Section 105.  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 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 the attention of its Treasurer 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.

         Section 106.  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 his address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest
date, 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.  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.

         In case, by reason of the suspension of publication of
any newspaper customarily published in the English language on
each Business Day and of general circulation in each Place of
Payment, or by any other cause, it shall be impossible to make
publication of any notice in a newspaper or newspapers
customarily published in the English language on each Business
Day and of general circulation in each Place of Payment, as
required by this Indenture, then such method of publication or
notification as shall be made with the approval of the Trustee
shall constitute a sufficient publication of such notice.

         Section 107.  Conflict with Trust Indenture Act.

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

         Section 108.  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.

         Section 109.  Successors and Assigns.

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

         Section 110.  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.

         Section 111.  Benefits of Indenture.

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

         Section 112.  Governing Law.

         This Indenture and the Securities shall be governed by
and construed in accordance with the laws of the State of New
York.

         Section 113.  Legal Holidays.

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

                           ARTICLE TWO
                          SECURITY FORMS
         Section 201.  Forms Generally.
    The Securities of each series shall be in the form
established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, shall have appropriate
insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may be required to
comply with the rules of any securities exchange, or as may,
consistently herewith, be determined by the officers of the
Company executing such Securities, as evidenced by their
execution of such Securities.  Any portion of the text of any
Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.

    If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery
of such Securities.

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

<PAGE>
         
<PAGE>
          Section 202.  Form of Trustee's Certificate of
Authentication.

    The Trustee's certificate of authentication with respect to
each Security shall be substantially in the following form:

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

                             CHEMICAL BANK, as Trustee

                             By--------------------------
                                  Authorized Officer
<PAGE>
         
<PAGE>
                  Section 203.  Securities in Global Form.


         If the Company shall establish pursuant to Section 201
that the Securities of a series are to be issued in the form of
one or more Global Securities, then the Company shall execute and
the Trustee shall, in accordance with this Section and the
Company Order with respect to such series, authenticate and
deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued
and not yet cancelled, (ii) shall be registered in the name of
the Depositary for such Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's
instructions and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or
in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

         Each Depositary designated pursuant to Section 301
must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute
or regulation.

         Section 204.  Additional Interest.

         (a)  The provisions of this Section 204 shall only be
applicable to a Security that expressly states that the interest
rate of such Security is subject to increase in accordance with
this Section 204.

         (b)  In connection with the execution and delivery of
this Indenture, the Company shall enter into a Registration
Rights Agreement, substantially in the form of Exhibit A hereto
(such agreement, as it may be amended in accordance with its
terms, the "Registration Rights Agreement").  Terms used in this
Section 204 and not otherwise defined herein shall have the
meanings given to such terms in the Registration Rights
Agreement.

         (c)  If the Company fails to file the Exchange Offer
Registration Statement within 180 days after March 31, 1995, or,
if an Exchange Offer Registration Statement has been filed but a
Shelf Registration Statement is required to be filed pursuant to
Sections 3(i), (iii) or (iv) of the Registration Rights Agreement
and the Company fails to cause the Shelf Registration Statement
to be filed within the later of (x) 180 days after March 31, 1995
and (y) the time specified therefore in Sections 3 and 3(a) of
the Registration Rights Agreement, then, at such time, the per
annum interest rate of the Securities will increase by 20 basis
points.  Such increase will remain in effect until the date on
which an Exchange Offer Registration Statement or a Shelf
Registration Statement is filed, on which date the interest rate
on the Securities will revert to the interest rate originally
borne by the Securities, plus any increase in such interest rate
pursuant to the following paragraph.

         (d)  In the event that the Company fails to cause the
Exchange Offer Registration Statement to be declared effective
within 240 days after March 31, 1995, then at such time the per
annum interest rate on the Securities (which interest rate shall
be the original interest rate on the Securities plus any increase
in such interest rate pursuant to the preceding paragraph) will
increase by an additional 15 basis points, provided that if the
Company is required to file a Shelf Registration Statement, such
additional 15 basis point increase shall only be applicable if
the Shelf Registration Statement has not been declared effective
on or prior to the date that is 90 days after the Company is so
required to file such Shelf Registration Statement pursuant to
Sections 3 and 3(a) of the Registration Rights Agreement (and, in
such case, such additional 15 basis point increase shall only be
applicable on and after such date).  Any increase pursuant to the
last sentence will remain in effect until the date on which such
Exchange Offer Registration Statement or Shelf Registration
Statement is declared effective, on which date the interest rate
on the Securities will revert to the interest rate originally
borne by the Securities.

         (e)  In the event that within 65 days after the
Exchange Offer Registration Statement was declared effective the
Exchange Offer has not been consummated for any reason (other
than pursuant to a determination by the Company, upon the advice
of its outside counsel, that it is not permitted to effect the
Exchange Offer), at such time the per annum interest rate on the
Securities will increase by 25 basis points.  Such increase will
remain in effect until the date the Exchange Offer is
consummated, or the date on which a Shelf Registration Statement
is declared effective.  Thereafter the interest rate on the
Securities will revert to the interest rate originally borne by
the Securities.

         (f) If the Company files the Shelf Registration
Statement and fails to cause it to be kept effective for a period
of three years or such shorter period that will terminate when
all Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement, then, at
the time that the Shelf Registration Statement ceases to be
effective, the per annum interest rate on the Securities will
increase by an additional 25 basis points.  Such increase or
increases will remain in effect from the date such Shelf
Registration Statement ceases to be effective until the earlier
of (1) the time that such Shelf Registration Statement is again
declared effective, and (2) three years after the initial date of
effectiveness of the Shelf Registration Statement.  Thereafter,
the interest rate on the Securities will revert to the interest
rate originally borne by the Securities.

         (g)  If the Interest Rate of any Securities is subject
to an increase or decrease pursuant to Sections 204(c), (d), (e)
or (f), then within five days of the effective date of any such
increase or decrease, the Company will notify the Trustee of the
amount of such increase or decrease and the effective date
thereof.  Unless and until the Trustee has received notice from
the Company with respect to any change in the Interest Rate of
any Securities, the Trustee may conclusively assume and rely that
the Interest Rate previously set forth in the form of the
Security or in the most recently received notice remains
unchanged and in effect.

         (h)  Any other provision to this Indenture
notwithstanding, any Securities subject to this Section 204 that
are outstanding after the consummation of an Exchange Offer
together with any Exchange Securities shall vote and consent
together on all matters as one class and that neither such
Securities nor the Exchange Securities will have the right to
vote or consent as a separate class on any matter.


                          ARTICLE THREE

                          THE SECURITIES

         Section 301.  Amount Unlimited; Issuable in Series. 

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

         The Securities may be issued in one or more series. 
There shall be established in or pursuant to a Board Resolution
and set forth in an Officers' Certificate, or established in one
or more indentures supplemental hereto:

              (1)       the title of the Securities and the
         series in which such Securities shall be included;

              (2)       any limit upon the aggregate principal
         amount of the Securities of such title or the
         Securities of such series that may be authenticated and
         delivered under this Indenture (except for Securities
         authenticated and delivered upon registration or
         transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305,
         306, 906 or 1107);

              (3)       the date or dates on which the principal
         of such Securities is payable or the manner in which
         such dates are determined; 

              (4)       the rate or rates at which such
         Securities shall bear interest, if any, or the manner
         in which such rates are determined, the date or dates
         from which such interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable
         and the Regular Record Date for the interest payable on
         any Interest Payment Date, and the basis upon which
         interest shall be calculated if other than that of a
         360-day year of twelve 30-day months;

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

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

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

              (8)       if other than the principal amount
         thereof, the portion of the principal amount of such
         Securities that shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to
         Section 502;

              (9)       the Place of Payment for the principal,
         premium, if any, and interest on such Securities;

              (10)      the Person to whom any interest on a
         Security of the series shall be payable, if other than
         the Person in whose name that Security (or one or more
         Predecessor Securities) is registered at the close of
         business on the Regular Record Date for such interest;

              (11)  any other terms of such Securities (which
         terms shall not be inconsistent with the provisions of
         this Indenture); and 

              (12)  if such Securities are to be issued in whole
         or in part in the form of one or more temporary or
         permanent Global Securities, the identity of the
         depositary (the "Depositary") for such securities and
         any special provisions with respect to such temporary
         or permanent Global Securities.

         All Securities of any one series shall be substantially
identical except as to denomination and the rate or rates of
interest, if any, and maturity and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in
such Officers' Certificate or in any such indenture supplemental
hereto.  All Securities of any one series need not be issued at
the same time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

         At the option of the Company, interest, other than
interest payable at Maturity, on the Securities of any series
that bear interest may be paid by mailing a check to the address
of the Person entitled thereto as such address shall appear in
the Security Register.

         If any of the terms of the Securities of any series
were established by action taken in or pursuant to a Board
Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery
of the Officers' Certificate setting forth the terms of such
series or any other documents that the Trustee may reasonably
request.

         Section 302.  Denominations.

         The Securities of each series shall be issuable in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof, or in such other forms,
denominations and amounts as may from time to time be fixed by or
pursuant to a Board Resolution or supplemental indenture.

         Section 303.  Execution, Authentication and Delivery.

         The Securities shall be executed on behalf of the
Company by its Chairman, Vice Chairman, President or one of its
Vice Presidents under its corporate seal reproduced thereon and
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.

         Prior to the issuance of Securities of any series the
Trustee shall have received and (subject to Section 601) shall be
fully protected in relying upon:

         (a)  the Board Resolution or indenture supplemental
              hereto establishing the form of the Securities of
              that series pursuant to Section 201 and the terms
              of the Securities of that series pursuant to
              Section 301;

         (b)  an Officers' Certificate pursuant to Sections 201
              and 301 complying with Section 102;

         (c)  an Opinion of Counsel complying with Section 102,
              which shall also state:

              (i)       that the form of such Securities has
                        been  established by or pursuant to a
                        Board Resolution or by an indenture
                        supplemental hereto as permitted by
                        Section 201 in conformity with the
                        provisions of this Indenture;

             (ii)       that the terms of such Securities have
                        been established by or pursuant to a
                        Board Resolution or by an indenture
                        supplemental hereto as permitted by
                        Section 301 in conformity with the
                        provisions of this Indenture;

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

             (iv)       that all laws and requirements in
                        respect of the execution and delivery by
                        the Company of the Securities have been
                        complied with; and

              (v)       such other matters as the Trustee may
                        reasonably request.

         The Trustee shall have the right to decline to
authenticate and deliver any Securities of such series:

         (i)  if the Trustee, being advised by counsel,
              determines that such action may not lawfully be
              taken;

        (ii)  if the Trustee by its Board of Directors,
              executive committee or a trust committee of
              directors and/or Responsible Officers of the
              Trustee in good faith determines that such action
              would expose the Trustee to personal liability to
              Holders of any outstanding series of Securities;
              or

       (iii)  if the issue of such Securities pursuant to this
              Indenture will affect the Trustee's own rights,
              duties or immunities under the Securities and this
              Indenture or otherwise in a manner that is not
              reasonably acceptable to the Trustee.

         Each Security shall be dated the date of its
authentication.  Notwithstanding the provisions of Section 301
and of the preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be
necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to Sections 303(b) and (c) at
or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be
issued.
 
         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 in Section 202 executed by
or on behalf of the Trustee by the manual signature of one of its
authorized officers, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

         Section 304.  Temporary Securities.

         Pending the preparation of definitive Securities of any
series, the Company may execute and deliver to the Trustee, and
upon Company Order the Trustee shall authenticate and deliver, in
the manner provided in Section 303, temporary Securities of such
series, which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized
denominations 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 of the Company executing such
Securities may determine, as evidenced by their execution of such
Securities.

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

         Section 305.  Registration, Transfer and Exchange.

         With respect to each series of Securities, the Company
shall cause to be kept, at an office or agency of the Company
maintained pursuant to Section 1002, a register (herein sometimes
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 that series of Securities and of
transfers of that series of Securities.  Such office or agency
shall be the "Security Registrar" for that series of Securities. 
In the event that the Trustee shall not be the Security
Registrar, it shall have the right to examine the Security
Register at all reasonable times.

         Upon surrender for registration of transfer of any
Security of any series at any office or agency of the Company
maintained for that series pursuant to Section 1002, 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 the same series of any authorized
denominations, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical
terms and provisions.

         At the option of the Holder, Securities of any series
may be exchanged for other Securities of the same series
containing identical terms and provisions, in any authorized
denominations, and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or
agency.  Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is
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 Security Registrar for such series of Security
presented) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and
such Security Registrar of such Series 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, 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 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue,
register the transfer of or exchange any Securities of any series
during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section
1103 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.

         Section 306.  Mutilated, Destroyed, Lost and Stolen
                    Securities.

         If (i) any mutilated Security is surrendered to the
Trustee, or the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security,
and (ii) there is delivered to the Company and the Trustee 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 upon its request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of the same
series containing identical terms and provisions 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 of any series 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 of that series
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.

         Section 307.  Payment of Interest; Interest Rights
                    Preserved.

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

         Any interest on any Security of any series that is
payable, but is not punctually paid or duly provided for, on any
Interest Payment Date for such Security (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 affected (or their respective Predecessor
    Securities) are registered at the close of business on a
    Special Record Date for the payment of such Defaulted
    Interest, which shall be fixed in the following manner.  The
    Company shall notify the Trustee in writing of the amount of
    Defaulted Interest proposed to be paid on each such Security
    and the date of the proposed payment, and at the same time
    the Company shall deposit with the Trustee an amount of
    money equal to the aggregate amount proposed to be paid in
    respect of such Defaulted Interest or shall make
    arrangements satisfactory to the Trustee for such deposit
    prior to the date of the proposed payment, such money when
    deposited to be held in trust for the benefit of the Persons
    entitled to such Defaulted Interest as in this Clause
    provided.  Thereupon the Trustee shall fix a Special Record
    Date for the payment of such Defaulted Interest which shall
    be not more than 15 days and not less than ten days prior to
    the date of the proposed payment and not less than ten days
    after the receipt by the Trustee of the notice of the
    proposed payment.  The Trustee shall promptly notify the
    Company of such Special Record Date and, in the name and at
    the expense of the Company, shall cause notice of the
    proposed payment of such Defaulted Interest and the Special
    Record Date therefor to be mailed, first-class postage
    prepaid, to each Holder of such Securities at the Holder's
    address as it appears in the Security Register not less than
    ten days prior to such Special Record Date.  The Trustee
    may, in its discretion, in the name and at the expense of
    the Company, cause a similar notice to be published at least
    once in a newspaper, customarily published in the English
    language on each Business Day and of general circulation in
    each Place of Payment, but such publication shall not be a
    condition precedent to the establishment of such Special
    Record Date.  Notice of the proposed payment of such
    Defaulted Interest and the Special Record Date therefor
    having been mailed as aforesaid, such Defaulted Interest
    shall be paid to the Persons in whose names such Securities
    (or their respective Predecessor Securities) are registered
    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 affected may be listed, and upon such notice as
    may be required by such exchange, if, after notice given by
    the Company to the Trustee of the proposed payment pursuant
    to this Clause, such manner of payment shall be deemed
    practicable by the Trustee.

         Subject to the foregoing provisions of this Section,
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 right to interest accrued and unpaid, and to
accrue, that was carried by such other Security.

         Section 308.  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 on, such Security and
for all other purposes whatsoever, whether or not such Security
is overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.

         Section 309.  Cancellation.

         All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for
any such purpose 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 that
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 destroyed and
certification of their destruction delivered to the Company by it
unless by a Company Order the Company shall direct the cancelled
Securities be returned to it.

         Section 310.  Computation of Interest.

         Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

         Section 311.  CUSIP Number.

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

         Section 312.  Book-Entry Provisions for Global
Securities.

         (a)  Global Securities initially shall (i) be
registered in the name of the Depositary or the nominee of such
Depositary and (ii) be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions. 

         Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect
to any Global Security held on their behalf by the Depositary, or
the Trustee as its custodian, or under the Global Security, and
the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the
Global Security for all purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished
by the Depositary or impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

         (b)  Notwithstanding any provision of Section 203,
unless and until it is exchanged in whole or in part for
Securities in definitive registered form, a Global Security
representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or nominee of such successor
Depositary.

         (c)  If at any time the Depositary for any Securities
of a series represented by one or more Global Securities notifies
the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary
for such Securities shall no longer be eligible under Section
203, the Company shall appoint a successor Depositary eligible
under Section 203 with respect to such Securities.  If a
successor Depositary eligible under Section 203 for such
Securities is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 203
that such Securities be represented by one or more Global
Securities shall no longer be effective and the Company will
issue, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series,
in definitive registered form, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in
exchange for such Global Security or Securities.

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

         (e)  If specified by the Company pursuant to Section
301 with respect to Securities represented by a Global Security,
the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Securities of the
same series in definitive registered form on such terms as are
acceptable to the Company and such Depositary.  Thereupon, the
Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

              (i)  to the Person specified by such Depositary a
new Security or Securities of the same series, of any authorized
denominations as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and

              (ii)  to such Depositary a new Global Security in
a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the
aggregate principal amount of Securities authenticated and
delivered pursuant to clause (i) above.

         (f)  Upon the exchange of a Global Security for
Securities in definitive registered form in authorized
denominations, such Global Security shall be cancelled by the
Trustee or an agent of the Company or the Trustee.  Securities in
definitive registered form issued in exchange for a Global
Security pursuant to this Section 312 shall be registered in such
names and in such authorized denominations as the Depositary for
such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or
an agent of the Company or the Trustee.  The Trustee or such
agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

         (g)  The Holder of any Global Security may grant
proxies and otherwise authorize any person, including Agent
Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

         Section 313.  Authentication and Delivery of Original
Issue.

         Forthwith upon the execution and delivery of this
Indenture, or from time to time thereafter, Securities up to the
aggregate principal amount of $80,000,000 may be executed by the
Company and delivered to the Trustee for authentication upon
original issue, and shall thereupon be authenticated and
delivered by the Trustee upon Company Order, without any further
action by the Company.


                           ARTICLE FOUR

                    SATISFACTION AND DISCHARGE

         Section 401.  Satisfaction and Discharge of Indenture.

         Upon the direction of the Company by a Company Order
this Indenture shall cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of
such series of Securities, or the payment of principal of,
premium, if any, and interest on the Securities of such series
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 of that series
    theretofore authenticated and delivered (other than (i)
    Securities of that series that have been destroyed, lost or
    stolen and that have been replaced or paid as provided in
    Section 306 and (ii) Securities of that series 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 of that series not
    theretofore delivered to the Trustee for cancellation

                       (i)  have become due and payable, or

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

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

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

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

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

         In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only
if requested to do so with respect to Securities of all series as
to which it is Trustee and if the other conditions thereto are
met.  In the event there are two or more Trustees hereunder, then
the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

         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.

         Section 402.  Application of Trust Money.

         Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.


                           ARTICLE FIVE

                             REMEDIES

         Section 501.  Events of Default.

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

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

         (2)  default in the payment of the principal of (and
premium, if any, on) any Security of that series when it becomes
due and payable at Maturity; or

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

         (4)  if an event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by
which there may be secured or evidenced, any indebtedness of the
Company for money borrowed, whether such indebtedness now exists
or shall hereafter be created, shall happen and shall result in
such indebtedness in principal amount in excess of $5,000,000
becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such
indebtedness shall not have been discharged, within a period of
10 days after there shall have been given, by registered or
certified mail to the Company by the Trustee, or to the Company
and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series, a written
notice specifying such event of default and requiring the Company
to cause such acceleration to be rescinded or annulled or to
cause such indebtedness to be discharged and stating that such
notice is a "Notice of Default" hereunder; or

         (5)  default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than
a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or
that has been expressly included in this Indenture solely for the
benefit of a series of Securities other than that series), and
continuance of such default or breach for a period of 30 days
after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company, and the Trustee by
the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

         (6)  a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company in
an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part
of its property, or ordering the winding-up or liquidation of its
affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

         (7)  the Company shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entirety of an order
for relief in an involuntary case under any such law, or shall
consent to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Company or for any substantial part of
its property, or shall make any general assignment for the
benefit of creditors, or shall admit in writing that the Company
shall fail generally to pay its debts as they become due or shall
take any Company action in furtherance of any of the foregoing;
or

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

         Section 502.  Acceleration of Maturity; Rescission
                    and Annulment.

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

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

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

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

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

              (C)       to the extent that payment of such
         interest is lawful, interest upon overdue installments
         of interest at the rate or rates borne by or provided
         for in such Securities, and

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

         (2)  all Events of Default with respect to Securities
    of that series, other than the non-payment of the principal
    of Securities of that series that has 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.

         Section 503.  Collection of Indebtedness and Suits
                    for Enforcement by Trustee.

         The Company covenants that if

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

         (2)  default is made in the payment of the principal of
    (or premium, if any, on) any Security at its Maturity, the
    Company will, upon demand of the Trustee, pay to it, for the
    benefit of the Holders of such Securities, the whole amount
    then due and payable on such Securities for principal (and
    premium, if any) and interest, with interest upon the
    overdue principal (and premium, if any) and, to the extent
    that payment of such shall be legally enforceable, upon
    overdue installments of interest, at the rate or rates borne
    by such 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 the Company fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any
other obligor upon such Securities, wherever situated.

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

         Section 504.  Trustee May File Proofs of Claim.

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

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

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

and any receiver, liquidator, assignee, custodian, trustee,
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 to 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.

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

         Section 505.  Trustee May Enforce Claims Without
                    Possession of Securities.

         All rights of action and claims under this Indenture or
any of 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 or
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.

         Section 506.  Application of Money Collected.

         Any money collected by the Trustee pursuant to this
Article with respect to a series of Securities 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 (and premium, if any) or interest, upon presentation of
the Securities of that series 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;

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

         THIRD:  The balance, if any, to the Company.

         Section 507.  Limitation on Suits.

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

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

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

         (3)  such Holder or Holders have offered to the Trustee
    reasonable indemnity against the costs, expenses and
    liabilities, including expenses of its counsel, 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 of that series;

it being understood and intended that no one or more of such
Holders of Securities of such series 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 such Holders or Holders of any other series, 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 such Holders.

         Section 508.  Unconditional Right of Holders to
                    Receive Principal, Premium and Interest.

         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 premium, if any) and (subject to Section 307) interest on
such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent
of such Holder.

         Section 509.  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 the Company, the Trustee
and the Holders shall, subject to any determination in such
proceeding, 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.

         Section 510.  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.

         Section 511.  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.

         Section 512.  Control by Holders.

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

         (1)  such direction shall not be in conflict with any
    rule of law or with this Indenture, expose the Trustee to
    personal liability, or be unduly prejudicial to the rights
    of other Holders of Securities of such series not joining
    therein, 

         (2)  the Trustee may take any other action deemed
    proper by the Trustee that is not inconsistent with such
    direction, and

         (3)  subject to the provisions of Section 601, the
    Trustee shall have the right to decline to follow any such
    direction if the Trustee in good faith shall, by a
    Responsible Officer or Officers of the Trustee, determine,
    and the Trustee shall have received a legal opinion stating,
    that the proceeding so directed would involve the Trustee in
    personal liability.

         Section 513.  Waiver of Past Defaults.

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

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

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

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

         Section 514.  Undertaking for Costs.

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

         Section 515.  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, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.


                           ARTICLE SIX

                           THE TRUSTEE

         Section 601.  Certain Duties and Responsibilities.

         (a)  Except during the continuance of an Event of
Default,

              (1)       the Trustee undertakes to perform such
         duties, and only such duties, as are specifically set
         forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against
         the Trustee; and

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

         (b)  In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

              (1)       this Subsection shall not be construed
         to limit the effect of Subsection (a) of this Section;

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

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

              (4)       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.

         (d)  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.

         Section 602.  Notice of Defaults.

         Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail to all Holders of Securities of
such series, as their names and addresses appear in the Security
Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of
the principal of (and premium, if any) or interest on any
Security of such series or in the payment of any redemption or
sinking fund installment with respect to Securities of such
series, if any, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Holders
of Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 501(5)
with respect to Securities of such series, 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 that is, or after notice or lapse of
time or both would become, an Event of Default, with respect to
Securities of such series.

         Section 603.  Certain Rights of Trustee.

         Except as otherwise provided in 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,
    or other paper or document reasonably 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 (other than delivery of any Security to the
    Trustee for authentication and delivery pursuant to Section
    303, which shall be sufficiently evidenced as provided
    therein) and any resolution of the Board of Directors may be
    sufficiently evidenced by a Board Resolution;

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

         (d)  the Trustee may consult with counsel and the
    written 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 that 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 or other paper or document, but the Trustee, in
    its discretion, may make such further inquiry or
    investigation into such facts or matters as it may see fit,
    and if the Trustee shall determine to make such further
    inquiry or investigation, it shall be entitled to examine
    the books, records and premises of the Company, personally
    or by agent or attorney; and

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

         Section 604.  Not Responsible for Recitals or
                    Issuance of Securities.

         The recitals contained herein and in the Securities,
except the Trustee's certificate 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
Securities or the proceeds thereof.

         Section 605.  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 Section 608, 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.

         Section 606.  Money Held in Trust.

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

         Section 607.  Compensation and Reimbursement.

         The Company agrees

              (1)       to pay to the Trustee from time to time
         reasonable compensation 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, 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 its agents
         for, and to hold them harmless against, any loss,
         liability or expense incurred without negligence or bad
         faith on their part, arising out of or in connection
         with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of
         defending themselves against any claim or liability in
         connection with the exercise or performance of any of
         their powers or duties hereunder.

         As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien
prior to the Securities of any series upon all property and funds
held or collected by the Trustee as such, except funds held in
trust for the payment of principal of (or premium, if any) or
interest on particular Securities.

         Section 608.  Disqualifications; Conflicting Interests.

         The Trustee shall comply with the terms of Section
310(b) of the Trust Indenture Act.

         Section 609.  Corporate Trustee Required;
                    Eligibility.

         There shall at all times be a Trustee hereunder that
shall be a corporation organized and doing business under the
laws of the United States of America, any State or the District
of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least
$5,000,000 and subject to supervision or examination by Federal,
State or District of Columbia authority.  If such corporation
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 corporation 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.

         A different Trustee may be appointed by the Company for
any series of Securities prior to the issuance of such
Securities.  If the initial Trustee for any series of Securities
is to be a trustee other than Chemical Bank, the Company and such
Trustee shall, prior to the issuance of such series of
Securities, execute and deliver an indenture supplemental hereto,
which shall provide for the appointment of such Trustee as
Trustee for the Securities of such series and shall add to or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall
constitute Chemical Bank and such other trustee as co-trustees of
the same trust and that each such trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

         Section 610.  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 with respect to
the Securities of one or more series by giving written notice
thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.

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

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

then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all series of Securities as to
which the Trustee is acting as such hereunder, or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a
Security of any series for at least six months may, on behalf of
the Holder and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.

         (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, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 611.  If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall not have been appointed by the
Company, a successor Trustee with respect to the Securities of
such series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee,
and the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with
respect to the Securities of such series.  If no successor
Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who
has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of the Holder and all others
similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the
Securities of such series.

         (f)  The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with
respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses
appear in the Security Register.  Each notice shall include the
name of the successor Trustee with respect to the Securities of
such series and the address of its Corporate Trust Office.

         Section 611.  Acceptance of Appointment by Successor.

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

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

         (c)  Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section, as the case may be.

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

         Section 612.  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 of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided that 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.


                          ARTICLE SEVEN

      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

         Section 701.  The Company to Furnish Trustee
                    Names and Addresses of Holders.

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

         (a)  semi-annually, not later than fifteen days after
         the Regular Record Date for interest for each series of
         Securities, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the
         Holders of such series as of such Regular Record Date,
         or if there is no Regular Record Date for interest for
         such series of Securities, semi-annually, upon such
         dates as are set forth in the Board Resolution or
         indenture supplemental hereto authorizing such series,
         and

         (b)  at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the
         Company of any such request, a list of similar form and
         content as of a date not more than 15 days prior to the
         time such list is furnished, provided, however, that,
         so long as the Trustee is the Security Registrar, no
         such list shall be required to be furnished.

         Section 702.  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 for
each series as provided in Section 701 and the names and
addresses of Holders received by the Trustee for each series in
the capacity of Security Registrar if the Trustee is then acting
in such capacity.  The Trustee may destroy any list furnished to
it as provided in Section 701 upon receipt of a new list so
furnished.

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

        (i)     afford such applicants access to the information
         preserved at the time by the Trustee in accordance with
         Section 702(a), or

        (ii)     inform such applicants as to the approximate
         number of Holders of such series whose names and
         addresses appear in the information preserved at the
         time by the Trustee in accordance with Section 702(a),
         and as to the approximate cost of mailing to such
         Holders the form of proxy or other communication, if
         any, specified in such application.

         If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each Holder whose
name and address appears in the information preserved at the time
by the Trustee in accordance with Section 702(a), a copy of the
form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee
of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of
the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be
contrary to the best interests of the Holders or would be in
violation of applicable law.  Such written statement shall
specify the basis of such opinion.  If the Commission, after
opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all
such Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants
respecting their application.

         (c)  Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Paying Agent nor any
Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 702(b).

         Section 703.  Reports by Trustee.

         (a)  Within 60 days after March 15 of each year
commencing with the year 1996, the Trustee shall transmit by mail
to all Holders, as their names and addresses appear in the
Security Register, a brief report dated as of such March 15 in
accordance with, and to the extent required under, Section 313 of
the Trust Indenture Act.

         (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 any Securities are listed on any stock exchange.

         Section 704.  Reports by the Company.

         The Company shall:

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

              (2)       file with the Trustee and the
         Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such
         additional information, documents and reports with
         respect to compliance by the Company with the
         conditions and covenants of this Indenture as may be
         required from time to time by such rules and
         regulations; and

              (3)       transmit by mail to all Holders, as
         their names and addresses appear in the Security
         Register, within 30 days after the filing thereof with
         the Trustee, such summaries of any information,
         documents and reports required to be filed by the
         Company pursuant to paragraphs (1) and (2) of this
         Section as may be required by rules and regulations
         prescribed from time to time by the Commission.


                          ARTICLE EIGHT

         CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

         Section 801.  Consolidations and Mergers of the Company
                    and Sales, Leases and Conveyances
                    Permitted Subject to Certain Conditions.

         The Company may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with
or into any other Person, provided that in any such case, (i)
either (A) the Company shall be the continuing Person, or (B) the
successor shall be a corporation organized and existing under the
laws of the United States of America or a state thereof, and such
successor shall expressly assume the due and punctual payment of
the principal of (and premium, if any) and interest on all the
Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Company by a
supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such successor and (ii) immediately
after such merger or consolidation, or such sale, lease or
conveyance, no Event of Default, and no event that, after notice
or lapse of time, or both, would become an Event of Default,
shall have happened and be continuing.

         Section 802.  Rights and Duties of Successor.

         In case of any such consolidation, merger, sale, lease
or conveyance and upon any such assumption by the successor, such
successor shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein as the party
of the first part, and the predecessor, except in the event of a
lease, shall be relieved of any further obligation under this
Indenture and the Securities.  Such successor thereupon may cause
to be signed, and may issue either in its own name or in the name
of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor,
instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously
shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities
which such successor thereafter shall cause to be signed and
delivered to the Trustee for that purpose.  All the Securities so
issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the
execution hereof.

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

         Section 803.  Officers' Certificate and Opinion of
                    Counsel.

         The Trustee, subject to the provisions of Sections 601
and 603, shall receive an Officers' Certificate and an Opinion of
Counsel each stating that any such consolidation, merger, sale,
lease or conveyance, and any such assumption, and such
supplemental indenture comply with the provisions of this Article
and that all conditions precedent herein provided for relating to
such transaction have been complied with.


                           ARTICLE NINE

                     SUPPLEMENTAL INDENTURES

         Section 901.  Supplemental Indentures without Consent
                    of Holders.

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

              (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 series of Securities contained; or

              (2)       to add to the covenants of the Company
         for the benefit of the Holders of all or any series of
         Securities (and if such covenants are to be for the
         benefit of less than all series of Securities, stating
         that such covenants are expressly being included solely
         for the benefit of such series of Securities) and to
         make the occurrence, or the occurrence and continuance,
         of a default in any such additional covenants an Event
         of Default permitting the enforcement of all or any of
         the several remedies provided in this Indenture as
         herein set forth; provided, however, that in respect of
         any such additional covenant such supplemental
         indenture may provide for a particular period of grace
         after default (which period may be shorter or longer
         than that allowed in the case of other defaults) or may
         provide for an immediate right of acceleration and/or
         enforcement upon the occurrence of such an Event of
         Default or may limit the remedies available to the
         Trustee upon the occurrence of such an Event of Default
         or may limit the right of the Holders of a majority in
         aggregate principal amount of the Securities of such
         series to waive such an Event of Default; or

              (3)  to convey, transfer, assign, mortgage or
         pledge to the Trustee as security for the Securities of
         one or more series any property or assets; or

              (4)       to establish the form or terms of
         Securities of any series as permitted by Sections 201
         and 301; or

              (5)  to provide for the issuance of Securities of
         any series in coupon form (including Securities
         registrable as to principal only) and to provide for
         exchangeability of such Securities for the Securities
         issued hereunder in fully registered form and to make
         all appropriate changes for such purpose; or

              (6)       to evidence and provide for the
         acceptance of appointment hereunder by a successor
         Trustee with respect to the Securities of one or more
         series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder
         by more than one Trustee, pursuant to the requirements
         of Section 611(b); or

              (7)  to evidence and provide for the acceptance of
         appointment hereunder of a Trustee other than Chemical
         Bank as Trustee for a series of Securities and to add
         to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 609
         hereof; or

              (8)  to add to or modify the provisions hereof as
         may be necessary or desirable to provide for the
         denomination of a series of Securities in foreign
         currencies which shall not adversely affect the
         interests of the Holders of such series of Securities
         in any material respect; or

              (9)  to modify, eliminate or add to the provisions
         of this Indenture to such extent as shall be necessary
         to effect the qualification of this Indenture under the
         Trust Indenture Act, or under any similar federal
         statute hereafter enacted, and to add to this Indenture
         such other provisions as may be expressly permitted by
         the Trust Indenture Act, excluding, however, the
         provisions referred to in Section 316(a)(2) of the
         Trust Indenture Act as in effect at the date as of
         which this instrument was executed or any corresponding
         provision provided for in any similar federal statute
         hereafter enacted; or

              (10)      to cure any ambiguity, to correct or
         supplement any provision herein that may be defective
         or inconsistent with any other provision herein, or to
         make any other provisions with respect to matters or
         questions arising under this Indenture that shall not
         be inconsistent with the provisions of this Indenture
         and that shall not adversely affect the interest of the
         Holders of Securities of any series in any material
         respect; or

              (11)  to modify the covenants or Events of Default
         of the Company solely in respect of, or add new
         covenants or Events of Default of the Company that
         apply solely to a series of Securities not Outstanding
         on the date of such supplemental indenture; or

              (12)      to add to, delete from or revise the
         conditions, limitations and restrictions on the
         authorized amount, terms or purposes of issue,
         authentication and delivery of Securities, as herein
         set forth.

         Section 902.  Supplemental Indentures with Consent of
                    Holders.

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

              (1)       change the Stated Maturity of the
         principal of, or any installment of interest on, any
         Security, or reduce the principal amount thereof or the
         rate of interest thereon, or any premium payable upon
         the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security that
         would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to
         Section 502, or change any Place of Payment where, or
         the coin or currency in which, any Security or any
         premium or the interest thereon is payable, or impair
         the right to institute suit for the enforcement of any
         such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the
         Redemption Date), or

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

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

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

         Section 903.  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 trust created by this
Indenture, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and 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 that
affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         Section 904.  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.

         Section 905.  Conformity with Trust Indenture Act.

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

         Section 906.  Reference in Securities to Supplemental
                    Indentures.

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


                           ARTICLE TEN

                            COVENANTS

         Section 1001.  Payment of Principal, Premium, if any,
                        and Interest.

         The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any) and
interest on the Securities of that series in accordance with the
terms of such series of Securities and this Indenture.

         Section 1002.  Maintenance of Office or Agency.

         The Company will maintain an office or agency in each
Place of Payment where Securities of that series may be presented
or surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust
Office 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 where the Securities of one or
more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of
any series for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other
office or agency.  Unless otherwise set forth in a Board
Resolution or indenture supplemental hereto with respect to a
series of Securities, the Company hereby initially appoints the
Trustee at its Corporate Trust Office as the Company's office or
agency for each of such purposes.

         Section 1003.  Money for Securities Payments to Be
                        Held in Trust.

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

         Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, on or prior to each
due date of the principal of (and premium, if any) or interest
on, any Securities of that series, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure
so to act.

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

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

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

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

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

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

         Section 1004.  Notice of Certain Defaults.

         The Company will deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement
signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company, stating
that

         (1)  a review of the activities of the Company during
such year and of performance under this Indenture has been made
under his supervision; and

         (2)  to the best of his knowledge, based on such
review, the Company has fulfilled all its obligations under this
Indenture throughout such year, or, if there has been a default
in the fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof.

         The Company will deliver to the Trustee, within five
days after the occurrence thereof, written notice of any event
that after notice or lapse of time or both would become an Event
of Default pursuant to Clauses (4), (6) and (7) of Section 501.

         Section 1005.  Waiver of Certain Covenants.

         The Company may omit in any particular instance to
comply with any term, provision or condition set forth in
Sections 1002-1004, inclusive, with respect to the Securities of
any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and
effect.

         Section 1006.  Lien on Assets.

         If at any time the Company mortgages, pledges or
otherwise subjects to any lien the whole or any part of any
property or assets now owned or hereafter acquired by it, except
as hereinafter provided in this Section 1006, the Company will
secure the Outstanding Securities, and any other obligations of
the Company that may then be outstanding and entitled to the
benefit of a covenant similar in effect to this covenant, equally
and ratably with the indebtedness or obligations secured by such
mortgage, pledge or lien, for as long as any such indebtedness or
obligation is so secured.  The foregoing covenant does not apply
to liens granted under the Revolver Security Agreement or the
creation, extension, renewal or refunding of purchase-money
mortgages or lien, landlords' liens with respect to the sale or
financing of accounts or chattel paper or other liens to which
any property or asset acquired by the Company is subject as of
the date of this acquisition by the Company, or to the making of
any deposit or pledge to secure public or statutory obligations
or with any governmental agency at any time required by law in
order to qualify the Company to conduct its business or any part
thereof or in order to entitle it to maintain self-insurance or
to obtain the benefits of any law relating to worker's
compensation, unemployment insurance, old age, pensions or other
social security, or with any court, board, commission or
governmental agency as security incident to the proper conduct of
any proceeding before it.  Nothing contained in this Indenture
prevents any Person other than the Company from mortgaging,
pledging or subjecting any lien on any property or assets,
whether or not acquired by such Person from the Company.

         Section 1007.  Corporate Existence.

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


                          ARTICLE ELEVEN

                     REDEMPTION OF SECURITIES

         Section 1101.  Applicability of Article.

         Redemption of Securities of any series at the option of
the Company as permitted or required by the terms of such
Securities shall be made in accordance with the terms of such
Securities and this Article.

         Section 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution.  In case of any
redemption at the election of the Company of the Securities of
any series with the same issue date, interest rate, Stated
Maturity and other variable terms and provisions, the Company
shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.

         Section 1103.  Selection by Trustee of
                        Securities to be Redeemed.

         If less than all the Securities of any series with the
same issue date, interest rate, Stated Maturity and other
variable terms and provisions are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and
that may provide for the selection for redemption of portions of
the principal amount of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion
of the principal amount of a Security of such series not redeemed
to less than the minimum denomination of a Security of that
series established pursuant to Section 302.

         The Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) in writing of the
Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

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

         Section 1104.  Notice of Redemption.

         Notice of redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed, at the Holder's address appearing in
the Security Register, but failure to give such notice by mailing
in the manner herein provided to the Holder of any Securities
designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of
the proceedings for the redemption of any other Securities or
portion thereof.

         Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

         All notices of redemption shall state:

              (1)       the Redemption Date,

              (2)       the Redemption Price,

              (3)       if less than all Outstanding Securities
of any series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amount) of the
particular Securities to be redeemed,

              (4)       in case any Security is to be redeemed
in part only, the notice that relates to such Security shall
state that on and after the Redemption Date, upon surrender of
such Security, the Holder will receive, without charge, a new
Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

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

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

              (7)       the CUSIP number for such Securities;
and

              (8)  that the redemption is for a sinking fund, if
that is the case.

         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.

         Section 1105.  Deposit of Redemption Price.

         On or 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 or portions thereof that are to be redeemed on
that date.

         Section 1106.  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 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
Regular Record Dates according to their 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 (and
premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

         Section 1107.  Securities Redeemed in Part.

         Any Security that is to be redeemed only in part shall
be surrendered at any office or agency of the Company maintained
for that purpose pursuant to Section 1002 (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 the Holder's
attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or
Securities of the same series, containing identical terms and
provisions, 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.  If a Global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to
the Depositary as shall be specified in the Company Order to the
Trustee with respect thereto, without service charge, a Global
Security in a denomination equal to and in exchange for the
unredeemed portion of the principal amount of the Global Security
so surrendered.


                          ARTICLE TWELVE

                          SINKING FUNDS

         Section 1201.  Applicability of Article.

         The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of a series,
except as otherwise permitted or required by any form of Security
of such series issued pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred
to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of
Securities of such series is herein referred to as an "optional
sinking fund payment".  If provided for by the terms of
Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. 
Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of
Securities of such series.

         Section 1202.  Satisfaction of Sinking Fund Payments
                        with Securities.

         The Company may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such
series to be made pursuant to the terms of such Securities as
provided for by the terms of such series (1) deliver Outstanding
Securities of such series (other than any of such Securities
previously called for redemption), and (2) apply as a credit
Securities of such series that have been redeemed either at the
election of the Company pursuant to the terms of such series of
Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities,
provided that such Securities have not been previously so
credited.  Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.  If as a result of the delivery or credit of
Securities of any series in lieu of cash payments pursuant to
this Section 1202, the principal amount of Securities of such
series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call
Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent
shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the
Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment
requested to be released to the Company.

         Section 1203.  Redemption of Securities for Sinking
                        Fund.

         Not less than 60 days prior to each sinking fund
payment date for any series of Securities, the Company (i) will
deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion
thereof, if any, that is to be satisfied by payment of cash and
the portion thereof, if any, that is to be satisfied by
delivering and crediting of Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and (ii)
will also deliver to the Trustee any Securities to be so credited
and not theretofore delivered.  If such Officers' Certificate
shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified.  Not
less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided
in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.


                         ARTICLE THIRTEEN

                REPAYMENT AT THE OPTION OF HOLDERS

         Section 1301.  Applicability of Article.

         Securities of any series that are repayable at the
option of the Holders thereof before their Stated Maturity shall
be repaid in accordance with the terms of the Securities of such
series.  The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section
309, shall not operate as a payment, redemption or satisfaction
of the indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the
same to the Trustee with a directive that such Securities be
cancelled.


                         ARTICLE FOURTEEN

                     MISCELLANEOUS PROVISIONS

         Section 1401.  Currencies.

         Except as may otherwise be provided in the form of
Securities of any particular series pursuant to the provisions of
this Indenture, all references in this Indenture or in the
Securities to "dollars", "$" or any similar reference shall be to
the currency of the United States of America.

         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.
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.


                             ROCHESTER TELEPHONE CORP.


                                /s/ Martin Mucci
[SEAL]                       By------------------------
                               Name: Martin Mucci
                               Title: Treasurer


Attest:


/s/ John T. Pattison
---------------------
    John T. Pattison   


                             CHEMICAL BANK


                               /s/ R. Lorenzen
                             By------------------------
                               Name: R. Lorenzen
                               Title:Senior Trust Officer


Attest:


/s/ illegible
-----------------------
Assistant Secretary
<PAGE>
STATE OF NEW YORK)
                  :          ss.:
COUNTY OF MONROE )

         On the 14th day of March, 1995, before me personally
came Martin Mucci, to me known, who, being by me duly sworn, did
depose and say that he is Treasurer of ROCHESTER TELEPHONE CORP.,
a New York corporation, one of the persons described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporation's seal; that it was so affixed by authority of the
Board of Directors of said corporation and that he signed his
name thereto by like authority.

                                  /s/ Holly M. James
                                  ------------------
                                  Notary Public

[NOTARIAL SEAL]

<PAGE>
<PAGE>
STATE OF NEW YORK )
                 :           ss.:
COUNTY OF NEW YORK)

         On the 14th day of March, 1995, before me personally
came R. Lorenzen, to me known, who, being by me duly sworn, did
depose and say that he is a Senior Trust Officer of CHEMICAL
BANK, one of the persons described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporation's
seal; that it was so affixed by authority of the Board of
Directors of said corporation and that he signed his name thereto
by like authority.

                                  /s/ Emily Fayan
                                  -----------------------
                                  Notary Public

[NOTARIAL SEAL]
<PAGE>
                    
<PAGE>
                    ROCHESTER TELEPHONE CORP.


  Reconciliation and tie between Trust Indenture Act of 1939, as
amended and Indenture, dated as of March 14, 1995

Trust Indenture Act Section                    Indenture Section

Sec. 310(a)(1). . . . . . . . . . . . . .       609
    (a)(2). . . . . . . . . . . . . . . .       609
    (a)(3). . . . . . . . . . . . . . . .    Not Applicable
    (a)(4). . . . . . . . . . . . . . . .    Not Applicable
    (b) . . . . . . . . . . . . . . . . .       608,610
    (c) . . . . . . . . . . . . . . . . .    Not Applicable
Sec. 311(a) . . . . . . . . . . . . . . .       613(a),(c)
    (b) . . . . . . . . . . . . . . . . .       613(b),(c)
    (b)(2). . . . . . . . . . . . . . . .       703(a)(2),703(b)
    (c) . . . . . . . . . . . . . . . . .    Not Applicable
Sec. 312(a) . . . . . . . . . . . . . . .       701,702(a)
    (b) . . . . . . . . . . . . . . . . .       702(b)
    (c) . . . . . . . . . . . . . . . . .       702(c)
Sec. 313(a) . . . . . . . . . . . . . . .       703(a)
    (b)(1). . . . . . . . . . . . . . . .    Not Applicable
    (b)(2). . . . . . . . . . . . . . . .       703(b)
    (c) . . . . . . . . . . . . . . . . .       703(a),703(b)
    (d) . . . . . . . . . . . . . . . . .       703(c)
Sec. 314(a) . . . . . . . . . . . . . . .       704
    (b) . . . . . . . . . . . . . . . . .    Not Applicable
    (c)(1). . . . . . . . . . . . . . . .       102
    (c)(2). . . . . . . . . . . . . . . .       102
    (c)(3). . . . . . . . . . . . . . . .    Not Applicable
    (d) . . . . . . . . . . . . . . . . .    Not Applicable
    (e) . . . . . . . . . . . . . . . . .       102
    (f) . . . . . . . . . . . . . . . . .    Not Applicable
Sec. 315(a) . . . . . . . . . . . . . . .       601(a)
    (b) . . . . . . . . . . . . . . . . .       602,703(a)(6)
    (c) . . . . . . . . . . . . . . . . .       601(b)
    (d) . . . . . . . . . . . . . . . . .       601(c)
    (d)(1). . . . . . . . . . . . . . . .       601(a)(1), (c)(1)
    (d)(2). . . . . . . . . . . . . . . .       601(c)(2)
    (d)(3). . . . . . . . . . . . . . . .       601(c)(3)
    (e) . . . . . . . . . . . . . . . . .       514
Sec. 316(a) . . . . . . . . . . . . . . .       101
    (a)(1)(A) . . . . . . . . . . . . . .       502,512
    (a)(1)(B) . . . . . . . . . . . . . .       513
    (a)(2). . . . . . . . . . . . . . . .    Not Applicable
    (b) . . . . . . . . . . . . . . . . .       508
Sec. 317(a)(1). . . . . . . . . . . . . .       503
    (a)(2). . . . . . . . . . . . . . . .       504
    (b) . . . . . . . . . . . . . . . . .       1003
Sec. 318(a) . . . . . . . . . . . . . . .       107
______________
    Note:  This reconciliation and tie shall not, for any
    purpose, be deemed to be a part of the Indenture