Exhibit 3

REGISTERED                                                     REGISTERED

NUMBER
R
                          PHILLIPS PETROLEUM COMPANY
                        6.375% NOTE DUE MARCH 30, 2009

                                                                $
                                                        CUSIP 718507 BJ 4
                                      SEE REVERSE FOR CERTAIN DEFINITIONS




Phillips Petroleum Company, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to


|------------------------------------------------------------------------|
|     6.375%                                                  6.375%     |
|    NOTE DUE                                                NOTE DUE    |
| March 30, 2009                                          March 30, 2009 |
|                                                                        |
|                                                                        |
| or registered assigns,                                                 |
| the principal sum of                                                   |
|                                                                        |
|------------------------------------------------------------------------|

at the office or agency of the Company in the Borough of Manhattan, The
City of New York, or Chicago, Illinois on March 30, 2009 in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay
interest, semi-annually on March 30 and September 30 of each year, on said
principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from the March 30 or
September 30, as the case may be, next preceding the date of this Note to
which interest has been paid or duly provided for, unless the date hereof
is a date to which interest has been paid or duly provided for, in which
case from the date of this Note, or unless no interest has been paid or
duly provided for on the Notes since the original issue date (as defined in
the Indenture referred to on the reverse hereof) of this Note, in which
case from such original issue date, until payment of said principal sum has
been made or duly provided for.  Notwithstanding the foregoing, if the date
hereof is after March 15 or September 15, as the case may be, and before
the following March 30 or September 30, this Note shall bear interest from
such March 30 or September 30; provided, however, that if the Company shall
default in the payment of interest due on such March 30 or September 30,
then this Note shall bear interest from the next preceding March 30 or
September 30 to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for on the Notes since the
original issue date (as defined in such Indenture) of this Note, from the
original issue date hereof.  The interest so payable on any March 30 or
September 30 will, subject to certain exceptions provided in such
Indenture, be paid to the person in whose name this Note is registered at
the close of business on the March 15 or September 15, as the case may be,
preceding such March 30 or September 30, whether or not such March 15 or
September 15 is a business day, and may, at the option of the Company, be
paid by check mailed to the registered address of such person.
  Reference is made to the further provisions of this Note set forth on the
  reverse hereof. Such further provisions shall for all purposes have the
  same effect as though fully set forth at this place.
  This Note shall not be valid or become obligatory for any purpose until
  the certificate of authentication hereon shall have been signed by or on
  behalf of the Trustee under such Indenture.

    In Witness Whereof, Phillips Petroleum Company has caused this
    instrument to be executed in its corporate name by the facsimile
    signatures of its Chairman of the Board of Directors, President or one
    of its Vice Presidents and its Treasurer or one of its Assistant
    Treasurers and impressed or imprinted with its corporate seal or a
    facsimile thereof.

Dated:                                        Phillips Petroleum Company


      CERTIFICATE OF AUTHENTICATION
     This is one of the Securities of the          By
series designated therein referred to in
the within-mentioned Indenture.
   U.S BANK TRUST NATIONAL ASSOCIATION
                      as Trustee,        /s/ John A. Carrig
By                                           Vice President and Treasurer

                 Authorized Officer      /s/ W.W. Allen
                                             Chairman of the Board of
                                             Directors


                        PHILLIPS PETROLEUM COMPANY
                                DELAWARE
                                  1917

<PAGE>


                      PHILLIPS PETROLEUM COMPANY
                    6.375% NOTE DUE MARCH 30, 2009

    This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to an indenture dated as of September 15, 1990,
as supplemented by Supplemental Indenture No. 1 dated as of May 23, 1991
(as so supplemented hereinafter referred to as the "Indenture"), duly
executed and delivered by the Company to U.S. Bank Trust National
Association, formerly First Trust National Association, as successor to
Continental Bank, National Association, Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may as between different series and within a given
series mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided.  This Note is one of a series designated as
the 6.375% Notes Due March 30, 2009 of the Company, limited in aggregate
principal amount to $300,000,000.
    In case an Event of Default with respect to the 6.375% Notes Due
March 30, 2009, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture.
    The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series to be affected;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Security, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount thereof or any
premium thereon, or reduce any amount payable on redemption thereof, or
make the principal thereof or any interest or premium thereon payable in
any coin or currency other than that hereinbefore provided, or impair or
affect the right of any Securityholder to institute suit for payment
thereof or the right of repayment, if any, at the option of the holder, or
reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon acceleration of the maturity thereof or
the amount provable in bankruptcy, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid principal amount of
Securities of all series to be affected, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of each Security affected. It is also provided in the Indenture
that, with respect to certain defaults or Events of Default regarding the
Securities of any series, prior to any declaration accelerating the
maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding
(or, in the case of certain defaults or Events of Default, all the
Securities) may on behalf of the holders of all of the Securities of such
series (or all the Securities, as the case may be) waive any such past
default or Event of Default under the Indenture and its consequences except
a default in the payment of principal of, premium, if any, or interest, if
any, on any of the Securities or in respect of a covenant or provision of
the Indenture which cannot be modified or amended without the consent of
the holder of each Security affected. Any such consent or waiver by the
holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and
owners of this Note and any Notes which may be issued in exchange or
transfer hereof or in substitution herefor, irrespective of whether or not
any notation thereof is made upon this Notes or such other Notes.
    No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Note at the place, at the respective times, at the
rate and in the coin or currency herein prescribed.
    The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. In the manner and
subject to the limitations provided in the Indenture, but without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations at the office
or agency of the Company for such exchange in the Borough of Manhattan, The
City of New York or at such other location or locations as may be provided
for pursuant to the Indenture.
    The Notes will be redeemable, in whole or in part, at the option of the
Company at any time or from time to time at a redemption price equal to the
greater of (i) 100 percent of the principal amount of the Notes to be
redeemed, and (ii) as determined by the Quotation Agent (as defined below),
the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments
of interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus
15 basis points plus, in the case of each of clause (i) and (ii), accrued
interest thereon to the date of redemption.

    "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

    "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.

    "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such
Quotations.

    "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

    "Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Chase Securities Inc., Goldman, Sach & Co. and
J.P. Morgan Securities Inc. and their respective successors; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii)
any other Primary Treasury Dealer selected by the Company.

    "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.

    Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Notes to be
redeemed.  Unless the Company defaults in payment of the redemption price,
on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption.

    Upon due presentment for registration of transfer of this Note at the
office or agency of the Company for such registration in the Borough of
Manhattan, The City of New York, or any other location or locations as may
be provided for pursuant to the Indenture, a new Note or Notes of
authorized denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.

    The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the purpose of
receiving payment of or on account of the principal hereof and, subject to
the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Company nor the Trustee nor any such agent shall
be affected by any notice to the contrary. All payments made to or upon the
order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on
this Note.

    No recourse for the payment of the principal of, or premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental
thereto or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.

    All terms used in this Note which are defined in the Indenture shall
have the respective meanings ascribed to them therein.

    This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of that State.

                      -----------------------------

                            ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right
          of survivorship and not as tenants
          in common

                                UNIF GIFT MIN ACT-       Custodian
                                                  -------         -------
                                                   (Cust)         (Minor)

                                             under Uniform Gifts to Minors
                                             Act
                                                --------------------------
                                                          (State)


  Additional abbreviations may also be used though not in the above list.

                      -----------------------------


       FOR VALUE RECEIVED, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
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the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

------------------------------------------------------------------ Attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.

Dated
     -------------------------------

                                         ----------------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.







<PAGE>




REGISTERED                                                     REGISTERED

NUMBER
R
                          PHILLIPS PETROLEUM COMPANY
                       7% DEBENTURE DUE MARCH 30, 2029

                                                                $
                                                        CUSIP 718507 BK 1
                                      SEE REVERSE FOR CERTAIN DEFINITIONS




Phillips Petroleum Company, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to


|------------------------------------------------------------------------|
|      7%                                                       7%       |
| DEBENTURE DUE                                           DEBENTURE DUE  |
| March 30, 2029                                          March 30, 2029 |
|                                                                        |
|                                                                        |
| or registered assigns,                                                 |
| the principal sum of                                                   |
|                                                                        |
|------------------------------------------------------------------------|

at the office or agency of the Company in the Borough of Manhattan, The
City of New York, or Chicago, Illinois on March 30, 2029 in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay
interest, semi-annually on March 30 and September 30 of each year, on said
principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Debenture, from the March 30
or September 30, as the case may be, next preceding the date of this
Debenture to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for,
in which case from the date of this Debenture, or unless no interest has
been paid or duly provided for on the Debentures since the original issue
date (as defined in the Indenture referred to on the reverse hereof) of
this Debenture, in which case from such original issue date, until payment
of said principal sum has been made or duly provided for.  Notwithstanding
the foregoing, if the date hereof is after March 15 or September 15, as the
case may be, and before the following March 30 or September 30, this
Debenture shall bear interest from such March 30 or September 30; provided,
however, that if the Company shall default in the payment of interest due
on such March 30 or September 30, then this Debenture shall bear interest
from the next preceding March 30 or September 30 to which interest has been
paid or duly provided for, or, if no interest has been paid or duly
provided for on the Debentures since the original issue date (as defined in
such Indenture) of this Debenture, from the original issue date hereof.
The interest so payable on any March 30 or September 30 will, subject to
certain exceptions provided in such Indenture, be paid to the person in
whose name this Debenture is registered at the close of business on the
March 15 or September 15, as the case may be, preceding such March 30 or
September 30, whether or not such March 15 or September 15 is a business
day, and may, at the option of the Company, be paid by check mailed to the
registered address of such person.
  Reference is made to the further provisions of this Debenture set forth
  on the reverse hereof. Such further provisions shall for all purposes
  have the same effect as though fully set forth at this place.
  This Debenture shall not be valid or become obligatory for any purpose
  until the certificate of authentication hereon shall have been signed by
  or on behalf of the Trustee under such Indenture.

    In Witness Whereof, Phillips Petroleum Company has caused this
    instrument to be executed in its corporate name by the facsimile
    signatures of its Chairman of the Board of Directors, President or one
    of its Vice Presidents and its Treasurer or one of its Assistant
    Treasurers and impressed or imprinted with its corporate seal or a
    facsimile thereof.

Dated:                                        Phillips Petroleum Company


      CERTIFICATE OF AUTHENTICATION
     This is one of the Securities of the          By
series designated therein referred to in
the within-mentioned Indenture.
   U.S BANK TRUST NATIONAL ASSOCIATION
                      as Trustee,        /s/ John A. Carrig
By                                           Vice President and Treasurer

                 Authorized Officer      /s/ W.W. Allen
                                             Chairman of the Board of
                                             Directors


                        PHILLIPS PETROLEUM COMPANY
                                DELAWARE
                                  1917

<PAGE>


                      PHILLIPS PETROLEUM COMPANY
                   7% DEBENTURE DUE MARCH 30, 2029

    This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to an indenture dated as of September 15, 1990,
as supplemented by Supplemental Indenture No. 1 dated as of May 23, 1991
(as so supplemented hereinafter referred to as the "Indenture"), duly
executed and delivered by the Company to U.S. Bank Trust National
Association, formerly First Trust National Association, as successor to
Continental Bank, National Association, Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may as between different series and within a given
series mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided.  This Debenture is one of a series designated
as the 7% Debentures Due March 30, 2029 of the Company, limited in
aggregate principal amount to $200,000,000.
    In case an Event of Default with respect to the 7% Debentures Due
March 30, 2029, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture.
    The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series to be affected;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Security, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount thereof or any
premium thereon, or reduce any amount payable on redemption thereof, or
make the principal thereof or any interest or premium thereon payable in
any coin or currency other than that hereinbefore provided, or impair or
affect the right of any Securityholder to institute suit for payment
thereof or the right of repayment, if any, at the option of the holder, or
reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon acceleration of the maturity thereof or
the amount provable in bankruptcy, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid principal amount of
Securities of all series to be affected, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of each Security affected. It is also provided in the Indenture
that, with respect to certain defaults or Events of Default regarding the
Securities of any series, prior to any declaration accelerating the
maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding
(or, in the case of certain defaults or Events of Default, all the
Securities) may on behalf of the holders of all of the Securities of such
series (or all the Securities, as the case may be) waive any such past
default or Event of Default under the Indenture and its consequences except
a default in the payment of principal of, premium, if any, or interest, if
any, on any of the Securities or in respect of a covenant or provision of
the Indenture which cannot be modified or amended without the consent of
the holder of each Security affected. Any such consent or waiver by the
holder of this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture and any Debentures which may be issued
in exchange or transfer hereof or in substitution herefor, irrespective of
whether or not any notation thereof is made upon this Debenture or such
other Debentures.
    No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if
any, and interest on this Debenture at the place, at the respective times,
at the rate and in the coin or currency herein prescribed.
    The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. In the manner and
subject to the limitations provided in the Indenture, but without the
payment of any service charge, Debentures may be exchanged for a like
aggregate principal amount of Debentures of other authorized denominations
at the office or agency of the Company for such exchange in the Borough of
Manhattan, The City of New York or at such other location or locations as
may be provided for pursuant to the Indenture.
    The Debentures will be redeemable, in whole or in part, at the option
of the Company at any time or from time to time at a redemption price equal
to the greater of (i) 100% of the principal amount of the Debentures to be
redeemed, and (ii) as determined by the Quotation Agent (as defined below),
the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments
of interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus
25 basis points plus, in the case of each of clause (i) and (ii), accrued
interest thereon to the date of redemption.

    "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

    "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of such Debentures.

    "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such
Quotations.

    "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

    "Reference Treasury Dealer" means (i) each of Merrill Lnych, Pierce,
Penner & Smith Incorporated, Chase Securities Inc., Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. and their respective successors; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii)
any other Primary Treasury Dealer selected by the Company.

    "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.

    Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Debentures to
be redeemed.  Unless the Company defaults in payment of the redemption
price, on and after the redemption date, interest will cease to accrue on
the Debentures or portions thereof called for redemption.

    Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company for such registration in the Borough of
Manhattan, The City of New York, or any other location or locations as may
be provided for pursuant to the Indenture, a new Debenture or Debentures of
authorized denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.

    The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered holder hereof as the absolute owner of
this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of or on account of the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Company nor the Trustee nor any such agent
shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or
sums paid, effectually satisfy and discharge liability for moneys payable
on this Debenture.

    No recourse for the payment of the principal of, or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental
thereto or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.

    All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.

    This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with and governed by the laws of that State.

                      -----------------------------

                            ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right
          of survivorship and not as tenants
          in common

                                UNIF GIFT MIN ACT-       Custodian
                                                  -------         -------
                                                   (Cust)         (Minor)

                                             under Uniform Gifts to Minors
                                             Act
                                                --------------------------
                                                          (State)


  Additional abbreviations may also be used though not in the above list.

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       FOR VALUE RECEIVED, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing

------------------------------------------------------------------ Attorney
to transfer said Debenture on the books of the Company with full power of
substitution in the premises.

Dated
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.