Exhibit 4(a)








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                 PHILLIPS PETROLEUM COMPANY,
                                         ISSUER


                             AND

             CONTINENTAL BANK, NATIONAL ASSOCIATION,
                                              TRUSTEE


                        -----------

                         INDENTURE


               Dated as of September 15, 1990

                        -----------


    ======================================================


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                            TIE-SHEET

of provisions of Trust Indenture Act of 1939 with Indenture dated as of
September 15, 1990 between Phillips Petroleum Company and Continental
Bank, National Association,  Trustee:


  Section of Act                         Section of Indenture
  --------------                         --------------------

310(a)(1) and (2)......................  6.09
310(a)(3) and (4) .....................  Not applicable
310(b).................................  6.08 and 6.10(a)(b) and (d)
310(c).................................  Not applicable
311(a) and (b).........................  6.13
311(c).................................  Not applicable
312(a).................................  4.01 and 4.02(a)
312(b) and (c).........................  4.02(b) and (c)
313(a).................................  4.04(a)
313(b)(1)..............................  Not applicable
313(b)(2)..............................  4.04(b)
313(c).................................  4.04(c)
313(d).................................  4.04(d)
314(a).................................  4.03
314(b).................................  Not applicable
314(c)(1) and (2)......................  13.05
314(c)(3)..............................  Not applicable
314(d).................................  Not applicable
314(e).................................  13.05
314(f).................................  Not applicable
315(a) (c) and (d).....................  6.01
315(b).................................  5.08
315(e).................................  5.09
316(a)(1)..............................  5.01 and 5.07
316(a)(2)..............................  Omitted
316(a) last sentence...................  7.04
316(b).................................  5.04
317(a).................................  5.02
317(b).................................  3.04(a)
318(a).................................  13.07
---------------
   This tie-sheet is not part of the Indenture as executed.


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                           TABLE OF CONTENTS*
                             -------------
                                                           PAGE
                                                           ----

PARTIES....................................................   1
RECITALS...................................................   1
    Authorization of Indenture.............................   1
    Compliance with Legal Requirements.....................   1
    Purpose of and Consideration for Indenture.............   1


                         ARTICLE ONE.
                         DEFINITIONS.

SECTION 1.01. Definitions..................................   1
                Attributable Debt..........................   2
                Authenticating Agent.......................   2
                Board of Directors.........................   2
                Company....................................   2
                Consolidated Adjusted Net Assets...........   3
                Event of Default...........................   3
                Funded Debt................................   3
                Indenture..................................   3
                Interest...................................   3
                Mortgage...................................   3
                Officers' Certificate......................   4
                Opinion of Counsel.........................   4
                Original Issue Date........................   4
                Original Issue Discount Security...........   4
                Person.....................................   4
                Principal Office of the Trustee............   4
                Responsible Officer........................   5
                Restricted Property........................   5
                Restricted Subsidiary......................   5
                Security or Securities; Outstanding........   5
                Securityholder.............................   6
                Subsidiary.................................   7
                Trustee....................................   7
                Trust Indenture Act of 1939................   7
                U.S. Government Obligations................   7
                Yield to Maturity..........................   8
------------------
* This table of contents shall not, for any purpose, be deemed to be a
  part of the Indenture.

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                             ii                            PAGE
                                                           ----
                         ARTICLE TWO.
                         SECURITIES.

SECTION 2.01.  Forms Generally.............................   8
SECTION 2.02.  Form of Trustee's Certificate of
                 Authentication............................   8
SECTION 2.03.  Amount Unlimited: Issuable in Series........   9
SECTION 2.04.  Authentication and Dating...................  10
SECTION 2.05.  Date and Denomination of Securities.........  12
SECTION 2.06.  Execution of Securities.....................  13
SECTION 2.07.  Exchange and Registration of Transfer of
                 Securities................................  13
SECTION 2.08.  Mutilated, Destroyed, Lost or Stolen
                 Securities................................  14
SECTION 2.09.  Temporary Securities........................  16
SECTION 2.10.  Cancellation of Securities Paid, etc........  16


                         ARTICLE THREE.
                PARTICULAR COVENANTS OF THE COMPANY.

SECTION 3.01.  Payment of Principal, Premium and Interest..  17
SECTION 3.02.  Offices for Notices and Payments, etc.......  17
SECTION 3.03.  Appointments to Fill Vacancies in Trustee's
                 Office....................................  18
SECTION 3.04.  Provision as to Paying Agent................  18
SECTION 3.05.  Limitation on Liens.........................  19
SECTION 3.06.  Limitation on Sales and Leasebacks..........  20
SECTION 3.07.  Certificate to Trustee......................  22


                         ARTICLE FOUR.
 SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

SECTION 4.01.  Securityholders' Lists......................  22
SECTION 4.02.  Preservation and Disclosure of Lists........  22
SECTION 4.03.  Reports by Company..........................  24
SECTION 4.04.  Reports by Trustee..........................  25


                         ARTICLE FIVE.
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.

SECTION 5.01.  Events of Default...........................  27
SECTION 5.02.  Payment of Securities on Default; Suit
                 Therfor...................................  30
SECTION 5.03.  Application of Moneys Collected by Trustee..  32
SECTION 5.04.  Proceedings by Securityholders..............  33
SECTION 5.05.  Proceedings by Trustee......................  34
SECTION 5.06.  Remedies of Cumulative and Continuing.......  34

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                             iii                           PAGE
                                                           ----

SECTION 5.07.  Direction of Proceedings and Waiver of
                 Defaults by Majority of Securityholders...  34
SECTION 5.08.  Notice of Defaults..........................  35
SECTION 5.09.  Undertaking to Pay Costs....................  36


                         ARTICLE SIX.
                   CONCERNING THE TRUSTEE.

SECTION 6.01.  Duties and Responsibilities of Trustee......  36
SECTION 6.02.  Reliance on Documents, Opinions, etc........  38
SECTION 6.03.  No Responsibility for Recitals, etc.........  39
SECTION 6.04.  Trustee, Authenticating Agent, Paying
                 Agents, Transfer Agents or Registrar may
                 Own Securities............................  39
SECTION 6.05.  Moneys to be Held in Trust..................  39
SECTION 6.06.  Compensation and Expenses of Trustee........  40
SECTION 6.07.  Officers' Certificate as Evidence...........  40
SECTION 6.08.  Conflicting Interest of Trustee.............  41
SECTION 6.09.  Eligibility of Trustee......................  47
SECTION 6.10.  Resignation or Removal of Trustee...........  47
SECTION 6.11.  Acceptance by Successor Trustee.............  49
SECTION 6.12.  Succession by Merger, etc...................  50
SECTION 6.13.  Limitation on Rights of Trustee as a
                 Creditor..................................  51
SECTION 6.14.  Authenticating Agents.......................  55


                         ARTICLE SEVEN.
                 CONCERNING THE SECURITYHOLDERS.

SECTION 7.01.  Action by Securityholders...................  57
SECTION 7.02.  Proof of Execution by Securityholders.......  57
SECTION 7.03.  Who Are Deemed Absolute Owners..............  57
SECTION 7.04.  Securities Owned by Company Deemed Not
                 Outstanding...............................  58
SECTION 7.05.  Revocation of Consents; Future Holders Bound  58


                         ARTICLE EIGHT.
                   SECURITYHOLDERS' MEETINGS.

SECTION 8.01.  Purposes of Meetings........................  59
SECTION 8.02.  Call of Meetings by Trustee.................  59
SECTION 8.03.  Call of Meetings by Company or Security-
                 holders...................................  60
SECTION 8.04.  Qualifications for Voting...................  60
SECTION 8.05.  Regulations.................................  60
SECTION 8.06.  Voting......................................  61


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                              iv                           PAGE
                                                           ----
                         ARTICLE NINE.
                    SUPPLEMENTAL INDENTURES.

SECTION 9.01.  Supplemental Indentures without Consent of
                 Securityholders...........................  62
SECTION 9.02.  Supplemental Indentures with Consent of
                 Securityholders...........................  63
SECTION 9.03.  Compliance with Trust Indenture Act; Effect
                 of Supplemental Indentures................  65
SECTION 9.04.  Notation on Securities......................  65
SECTION 9.05.  Evidence of Compliance of Supplemental
                 Indenture to be Furnished Trustee.........  65


                         ARTICLE TEN.
       CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

SECTION 10.01. Company May Consolidate, etc., on Certain
                 Terms.....................................  66
SECTION 10.02. Successor Corporation to be Substituted for
                 Company...................................  66
SECTION 10.03. Securities to be Secured in Certain Events..  67
SECTION 10.04. Opinion of Counsel to be Given Trustee......  67


                         ARTICLE ELEVEN.
              SATISFACTION AND DISCHARGE OF INDENTURE.

SECTION 11.01. Discharge of Indenture......................  68
SECTION 11.02. Deposited Moneys and U.S. Government
                 Obligations to be Held in Trust by
                 Trustee...................................  68
SECTION 11.03. Paying Agent to Repay Moneys Held...........  69
SECTION 11.04. Return of Unclaimed Moneys..................  69
SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S.
                 Government Obligation.....................  69


                         ARTICLE TWELVE.
             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                    OFFICERS AND DIRECTORS.

SECTION 12.01. Indenture and Securities Solely Corporate
                 Obligations...............................  71


                         ARTICLE THIRTEEN.
                     MISCELLANEOUS PROVISIONS.

SECTION 13.01. Successors..................................  72
SECTION 13.02. Official Acts by Successor Corporation......  72

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                                v                          PAGE
                                                           ----

SECTION 13.03. Addresses for Notices, etc..................  72
SECTION 13.04. New York Contract...........................  72
SECTION 13.05. Evidence of Compliance with Conditions
                 Precedent.................................  72
SECTION 13.06. Legal Holidays..............................  73
SECTION 13.07. Trust Indenture Act to Control..............  73
SECTION 13.08. Table of Contents, Headings, etc............  73
SECTION 13.09. Execution in Counterparts...................  73


                         ARTICLE FOURTEEN.
               REDEMPTION OF SECURITIES--MANDATORY AND
                       OPTIONAL SINKING FUND.

SECTION 14.01. Applicability of Article....................  74
SECTION 14.02. Notice of Redemption; Selection of
                 Securities................................  74
SECTION 14.03. Payment of Securities Called for Redemption.  75
SECTION 14.04. Mandatory and Optional Sinking Fund.........  75

TESTIMONIUM................................................  79
SIGNATURES.................................................  79
ACKNOWLEDGMENTS............................................  80

<PAGE>




         THIS INDENTURE, dated as of       , 1990, between PHILLIPS
PETROLEUM COMPANY, a Delaware corporation (hereinafter sometimes called
the "Company"), and Continental Bank, National Association, as trustee
(hereinafter sometimes called the "Trustee"),


                           WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured debentures, notes
or other evidence of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of this Indenture and, to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

         WHEREAS, all acts and things necessary to make this Indenture a
valid agreement according to its terms, have been done and performed;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         In consideration of the premises, and the purchase of the
Securities by the holders thereof, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the
respective holders from time to time of the Securities or of a series
thereof, as follows:


                           ARTICLE ONE.
                           DEFINITIONS.

         SECTION 1.01. Definitions.  The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings
specified in this Section 1.01.  All other terms used in this Indenture
which are defined in the Trust Indenture Act of 1939, as amended, or
which are by reference therein defined in the Securities Act of 1933, as
amended, shall (except as herein otherwise expressly provided or unless
the context otherwise requires) have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the
date of this Indenture as originally executed.  All accounting terms used
herein and not expressly defined shall have the meanings assigned to such
terms in accordance with generally


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                                  2


accepted accounting principles and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation.  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.


Attributable Debt:

         The term "Attributable Debt" shall mean, as to any particular
lease under which any Person is at the time liable, at any date as of
which the amount thereof is to be determined, the total net amount of
rent (discounted from the respective due dates thereof at the rate per
annum equal to the interest rate borne by the Securities, or, in the case
of Original Issue Discount Securities, equal to the Yield to Maturity, in
each case compounded semi-annually) required to be Paid by such Person
under such lease during the remaining term thereof.  The net amount of
rent required to be paid under any such lease for any such period shall
be the total amount of the rent payable by the lessee with respect to
such period, but may exclude amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges.  In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include
the amount of such penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it
may be so terminated.


Authenticating Agent:

         The term "Authenticating Agent" shall mean any agent or agents
of the Trustee which at the time shall be appointed and acting pursuant
to Section 6.14.


Board of Directors:

         The term "Board of Directors" shall mean the Board of Directors
or the Executive Committee or any other duly authorized committee thereof
of the Company.


Company:

         The term "Company" shall mean Phillips Petroleum Company, a
Delaware corporation, and, subject to the Provisions of Article Ten,
shall include its successors and assigns.

<PAGE>

                                  3


Consolidated Adjusted Net Assets:

         The term "Consolidated Adjusted Net Assets" shall mean the total
amount of assets after deducting therefrom (a) all current liabilities
(excluding any thereof which are by their terms extendible or renewable
at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed), and (b) total
prepaid expenses and deferred charges.


Event of Default:

         The term "Event of Default" shall mean any event specified in
Section 5.01, continued for the period of time, if any, and after the
giving of the notice, if any, therein designated.


Funded Debt:

         The term "Funded Debt" shall mean all indebtedness for money
borrowed having a maturity of more than 12 months from the date as of
which the amount thereof is to be determined or having a maturity of
less than 12 months but by its terms being renewable or extendible beyond
12 months from such date at the option of the borrower.


Indenture:

         The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended
or supplemented, or both, and shall include the form and terms of
particular series of Securities established an contemplated hereunder.


Interest:

         The term "Interest" shall mean, when used with respect to non-
interest bearing Securities, interest payable after maturity.


Mortgage:

         The term "Mortgage" shall mean and include any mortgage, pledge,
lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance.


<PAGE>


                                  4


Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed
by the Chairman of the Board, the President or any Vice President, and by
the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee.


Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or counsel to the
Company, or may be other counsel satisfactory to the Trustee.  Each
such opinion shall inside the statements provided for in Section 13.05 if
and to the extent required by the provisions of such Section.


Original Issue Date:

         The term "Original Issue Date" of any Security (or any portion
thereof) shall mean the earlier of (a) the date of such Security or (b)
the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or
substitution.


Original Issue Discount Security:

         The term "Original Issue Discount Security" shall mean any
Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.01.


Person:

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


Principal Office of the Trustee:

         The term "principal office of the Trustee", or other similar
term, shall mean the principal office of the Trustee, at which at any
particular time its corporate trust business shall be administered.


<PAGE>

                                  5


Responsible Officer:

         The term "Responsible Officer", when used with respect to the
Trustee, shall mean the chairman and 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, the cashier,
any assistant cashier, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any senior trust officer, any trust
officer, the controller, any assistant controller or any other officer or
assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because
of his knowledge of and familiarity with the particular subject.


Restricted Property:

         The term "Restricted Property" shall mean (a) any interest in
property located in the United States (including any interest in property
located off the coast of the United States operated pursuant to leases
from any governmental body) which is producing crude oil, natural gas or
natural gas liquids in paying quantities or (b) any refining or
manufacturing plant located in the United States, except (1) related
facilities employed in transportation or marketing or (2) any refining or
manufacturing plant, or any portion thereof, which, in the opinion of the
Board of Directors, is not a principal plant in relation to the
activities of the Company and its Restricted Subsidiaries as a whole.


Restricted Subsidiary:

         The term "Restricted Subsidiary" shall mean any Subsidiary which
owns a Restricted Property if substantially all of the tangible property
in which such Subsidiary has an interest is (a) located in the United
States or (b) is located off the coast of the United States and is
operated pursuant to leases from any governmental body.


Security or Securities; Outstanding:

         The terms "Security" or "Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly means
any security or securities, as the case may be, authenticated and
delivered under this Indenture.


<PAGE>

                                  6


         The term "outstanding" (except as otherwise provided in Section
6.08), when used with reference to Securities, shall, subject to the
provisions of Section 7.04. mean, as of any particular time, all
Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

         (a)  Securities theretofore cancelled by the Trustee or the
              Authenticating Agent or delivered to the Trustee for
              cancellation;

         (b)  Securities, or portions thereof, for the payment or
              redemption of which moneys in the necessary amount shall
              have been deposited in trust with the Trustee or with any
              paying agent (other than the Company) or shall have been
              set aside and segregated in trust by the Company (if the
              Company shall act as its own paying agent), provided that,
              if such Securities, or portions thereof, are to be redeemed
              prior to maturity thereof, notice of such redemption shall
              have been given as in Article Fourteen provided or
              provision satisfactory to the Trustee shall have been made
              for giving such notice; and

         (c)  Securities in lieu of or in substitution for which other
              Securities shall have been authenticated and delivered
              pursuant to the terms of Section 2.08 unless proof
              satisfactory to the Company and the trustee is presented
              that any such Securities are held by bona fide holders in
              due course.

         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 shall be
deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.01.


Securityholder:

         The terms "Securityholder", "holder of Securities", or other
similar terms, shall mean any person in whose name at the time a
particular Security is registered on the register kept by the Company or
the Trustee for that purpose in accordance with the terms hereof.


<PAGE>


                                  7

Subsidiary:

         The term "Subsidiary" shall mean a corporation a majority of the
outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and
one or more other Subsidiaries.  For the purposes of this definition,
"voting stock" means stock having voting power for the election of
directors, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.


Trustee:

         The term "Trustee" shall mean the Person identified as "Trustee"
in the first paragraph hereof, and, subject to the provisions of Article
Six hereof, shall also include its successors and assigns as Trustee
hereunder.


Trust Indenture Act of 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust
Indenture Act of 1939 as in force at the date of execution of this
Indenture, except as provided in Section 9.03.


U.S. Government Obligations:

         The term "U.S. Government Obligations" shall mean securities
that are (i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations
of an entity controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case under clauses (i) or (ii)
are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of
a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.


<PAGE>


                                  8


Yield to Maturity:

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



                           ARTICLE TWO.
                           SECURITIES.


         SECTION 2.01. Forms Generally.  The Securities of each series
shall be in substantially the form as shall be established by or pursuant
to a resolution of the Board of Directors or in one or more indentures
supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon
as may be required to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange or all as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

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

         SECTION 2.02. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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



                                         CONTINENTAL BANK, NATIONAL
                                         ASSOCIATION
                                            as Trustee



                                         By.........................
                                               Authorized Officer


<PAGE>


                                  9



         SECTION 2.03. Amount Unlimited; Issuable in Series.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series.  There shall
be established in or pursuant to a resolution of the Board of Directors
or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,

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

         (2)  any limit upon the aggregate Principal amount of the
              Securities of the series which may be authenticated and
              delivered under this Indenture (except for Securities
              authenticated and delivered upon registration of transfer
              of, or in exchange for, or in lieu of, other Securities of
              the series pursuant to Section 2.07, 2.08, 2.09, 9.04 or
              14.03);

         (3)  the date or dates on which the principal of and premium, if
              any, on the Securities of the series is payable;

         (4)  the rate or rates at which the Securities of the series
              shall bear interest, if any, or the method by which such
              interest may be determined, the date or dates from which
              such interest shall accrue, the interest payment dates on
              which such interest shall be payable and the record dates
              for the determination of holders to whom interest is
              payable;

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

         (6)  the price or prices at which, the period or periods within
              which and the terms and conditions upon which Securities of
              the series may be redeemed, in whole or in part, at the
              option of the Company, pursuant to any sinking fund or
              otherwise;

         (7)  the obligation, if any, of the Company to redeem, purchase
              or repay Securities of the series pursuant to any sinking
              fund or analogous provisions or at the option of a
              Securityholder thereof and the price or prices at which and
              the period or periods within which and the


<PAGE>


                                  10

              terms and conditions upon which Securities of the series
              shall be redeemed, purchased or repaid, in whole or in
              part, pursuant to such obligation;

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

         (9)  if other than the principal amount thereof, the portion of
              the principal amount of Securities of the series which
              shall be payable upon declaration of acceleration of the
              maturity thereof pursuant to Section 5.01 or provable in
              bankruptcy pursuant to Section 5.02;

         (10) any Events of Default with respect to the Securities of a
              particular series, if not set forth herein;

         (11) any trustee, authenticating or paying agents, warrant
              agents, transfer agents or registrars with respect to the
              Securities of such series;

         (12) whether the Securities of the series shall be issued in
              whole or in part in the form of one or more global
              Securities and, in such case, the depositary for such
              global Security or Securities, and whether beneficial
              owners of interests in any such global Securities may
              exchange such interests for other Securities of such series
              in the manner provided in Section 2.07, and the manner and
              the circumstances under which and the place or places where
              any such exchanges may occur if other than in the manner
              provided in Section 2.07, and any other terms of the series
              relating to the global nature of the Securities of such
              series and the exchange, registration or transfer thereof
              and the payment of any principal thereof, or interest or
              premium, if any, thereon; and

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

         All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors or
in any such indenture supplemental hereto.

         SECTION 2.04. Authentication and Dating.  At any time and from
time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to


<PAGE>


                                  11

the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Securities to or upon the written order of
the Company, signed by its Chairman of the Board of Directors, President
or one of its Vice Presidents and by its Treasurer or any Assistant
Treasurer, without any further action by the Company hereunder.  In
authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon:

         (1)  a copy of any resolution or resolutions of the Board of
              Directors relating thereto and, if applicable, an
              appropriate record of any action taken pursuant to such
              resolution, in each case certified by the Secretary or an
              Assistant Secretary of the Company;

         (2)  an executed supplemental indenture, if any;

         (3)  an Officers' Certificate setting forth the form and terms
              of the Securities as required pursuant to Sections 2.01 and
              2.03, respectively; and

         (4)  an Opinion of Counsel prepared in accordance with Section
              13.05 which shall also state

         (a)  that the form of such Securities has been established by or
              pursuant to a resolution of the Board of Directors or by a
              supplemental indenture as permitted by Section 2.01 in
              conformity with the provisions of this Indenture;

         (b)  that the terms of such Securities have been established by
              or pursuant to a resolution of the Board of Directors or by
              a supplemental indenture as permitted by Section 2.03 in
              conformity with the provisions of this Indenture;

         (c)  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;

         (d)  that all laws and requirements in respect of the execution
              and delivery by the Company of the Securities have been
              complied with and that authentication and delivery of the
              Securities by the Trustee will not violate the terms of the
              Indenture; and


<PAGE>


                                  12



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

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

         SECTION 2.05. Date and Denomination of Securities.  The
Securities shall be issuable as registered Securities without coupons and
in such denominations as shall be specified as contemplated by Section
2.03.  In the absence of any such specification with respect to the
Securities of any series, the Securities of such Series shall be issuable
in the denominations of $1,000 and any multiple thereof.  The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or
in accordance with such plans as the officers of the Company executing
the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

         Every Security shall be dated the date of its authentication,
shall bear interest, if any from such date and shall be payable on such
dates, in each case, as contemplated by Section 2.03.

         The person in whose name any Security of any series is
registered at the close of business on any record date (as hereinafter
defined) with respect to any interest payment date shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding the cancellation of such Security upon any transfer or
exchange subsequent to the record date and prior to such interest payment
date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such interest payment date,
such defaulted interest shall be paid to the persons in whose names
outstanding Securities are registered on a subsequent record date
established by notice given by mail by or on behalf of the Company
to the holders of Securities not less than 15 days preceding such
subsequent record date, such subsequent record date to be not less than 5
days preceding the date of payment of such defaulted interest.  The term
"record date" as used in this Section with respect to any interest
payment date shall mean if such interest payment date is the first day of
a calendar month, the fifteenth day of the next preceding calendar month
and shall mean, if such interest payment date is the fifteenth day of a


<PAGE>

                                  13

calendar month, the first day of such calendar month, whether or not such
record date is a business day.

         SECTION 2.06. Execution of Securities. The Securities shall be
signed in the name and on behalf of the Company by the facsimile
signature of its Chairman of the Board of Directors, President or one of
its Vice Presidents and by the facsimile signature of its Treasurer or
one of its Assistant Treasurers, under its corporate seal which may be
affixed thereto or printed, engraved or otherwise reproduced thereon, by
facsimile or otherwise, and which need not be attested.  Only such
Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee
or the Authenticating Agent, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose.  Such certificate by
the Trustee or the Authenticating Agent upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the holder
is entitled to the benefits of this Indenture.

         In case any officer of the Company who shall have signed any of
the Securities shall cease to be such officer before the Securities so
signed shall have been authenticated and delivered by the Trustee or the
Authenticating Agent, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Securities had not ceased to be such
officer of the Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at
the date of the execution of this Indenture any such person was not such
an officer.

         SECTION 2.07. Exchange and Registration of Transfer of
Securities.  Subject to Section 2.03(12), Securities of any series may
be exchanged for a like aggregate principal amount of Securities of the
same series of other authorized denominations.  Securities to be
exchanged may be surrendered at the principal office of the Trustee or at
any office or agency to be maintained by the Company for such purpose as
provided in Section 3.02, and the Company or the Trustee shall execute
and register and the Trustee or the Authenticating Agent shall
authenticate and deliver in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to
receive.  Upon due presentment for registration of transfer of any
Security of any series at the principal office of the


<PAGE>


                                  14



Trustee or at any office or agency of the Company maintained for such
purpose as provided in Section 3.02, the Company or the Trustee shall
execute and register and the Trustee or the Authenticating Agent shall
authenticate and deliver in the name of the transferee or transferees a
new Security or Securities of the same series for a like aggregate
principal amount.  Registration or registration of transfer of any
Security by the Trustee or by any agent of the Company appointed pursuant
to Section 3.02, and delivery of such Security, shall be deemed to
complete the registration or registration of transfer of such Security.

         The Company or the Trustee shall keep, at the principal office
of the Trustee, a register for each series of Securities issued hereunder
in which, subject to such reasonable regulations as it may prescribe, the
Company or the Trustee shall register all Securities and shall register
the transfer of all Securities as in this Article Two provided.  Such
register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

         All Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee
or the Authenticating Agent) be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee or the Authenticating Agent duly executed by, the
holder or his attorney duly authorized in writing.

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

         The Company or the Trustee shall not be required to exchange or
register a transfer of (a) any Security for a period of 15 days next
preceding the date of selection of Securities of such series for
redemption, or (b) any Securities of any series selected, called or being
called for redemption in whole or in part, except in the case of any
Securities of any series to be redeemed in part, the portion thereof not
so to be redeemed.

         SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities.
In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its
request, the Trustee shall authenticate and deliver, a new Security of
the same series bearing a number not contemporaneously outstanding, in
exchange and


<PAGE>


                                  15

substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen.  In every
case the applicant for a substituted Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the
Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

         The Trustee may authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer
of the Company.  Upon the issuance of any substituted Security, 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 connected therewith.  In case any Security which has
matured or is about to mature or has been called for redemption in full
shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the Company
and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft,
evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any such
Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost
or stolen Security shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any
and all other Securities of the same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that, to
the extent permitted by applicable law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their
surrender.


<PAGE>


                                  16

         SECTION 2.09. Temporary Securities.  Pending the preparation of
definitive Securities of any series the Company may execute and the
Trustee shall authenticate and deliver temporary Securities (printed or
lithographed).  Temporary Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities
but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Company.  Every
such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the
definitive Securities.  Without unreasonable delay the Company will
execute and deliver to the Trustee or the Authenticating Agent
definitive Securities and thereupon any or all temporary Securities of
such series may be surrendered in exchange therefor, at the principal
office of the Trustee or at any office or agency maintained by the
Company for such Purpose as provided in Section 3.02, and the Trustee or
the Authenticating Agent shall authenticate and deliver in exchange
for such temporary Securities a like aggregate principal amount of such
definitive Securities.  Such exchange shall be made by the Company at its
own expense and without any charge therefor except that in case of any
such exchange involving a registration of transfer the Company may
require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto.  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 the same series authenticated and delivered hereunder.

         SECTION 2.10. Cancellations of Securities Paid, etc.  All
Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer, shall, if surrendered to the Company or any
paying agent, be surrendered to the Trustee and promptly cancelled by it,
or, if surrendered to the Trustee or any Authenticating Agent, shall be
promptly cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture.  All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee.  The Trustee shall destroy cancelled Securities
and shall deliver a certificate of such destruction to the Company.  If
the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until
the same am surrendered to the Trustee for cancellation.


<PAGE>



                                17

                          ARTICLE THREE.

               PARTICULAR COVENANTS OF THE COMPANY.

         SECTION 3.01. Payment of Principal, Premium and Interest.  The
Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay or cause to be paid the principal of
and premium, if any, and interest on each of the Securities of that
series at the place, at the respective times and in the manner provided
in such Securities.  Each installment of interest on the Securities of
any series may be paid by mailing checks for such interest payable to the
order of the holders of Securities entitled thereto as they appear on the
registry books of the Company.

         SECTION 3.02. Offices for Notices and Payments, etc.  So long as
any of the Securities remains outstanding, the Company will maintain in
the Borough of Manhattan, The City of New York and in Chicago, Illinois,
an office or agency where the Securities of each series may be presented
for payment, an office or agency where the Securities of that Series may
be presented for registration of transfer and for exchange as in this
Indenture provided and an office or agency where notices and demands to
or upon the Company in respect of the Securities of that Series or of
this Indenture may be served.  The Company will give to the Trustee
written notice of the location of any such office or agency and of any
change of location thereof.  Until otherwise designated from time to time
by the Company in a notice to the Trustee, or specified as contemplated
by Section 2.03, any such office or agency for all of the above purposes
shall be the office or agency of the Trustee.  In case the Company shall
fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York and in Chicago, Illinois, or shall fail to give such
notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the
principal office of the Trustee.

         In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside the
Borough of Manhattan, The City of New York or Chicago, Illinois, where
the Securities may be presented for registration of transfer and for
exchange in the manner provided in this Indenture, and the Company may
from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain any such office or agency in the Borough of Manhattan, The City
of New York and in Chicago,


<PAGE>

                                  18



Illinois, for the purposes above mentioned.  The Company will give to the
Trustee prompt written notice of any such designation or rescission
thereof.

         SECTION 3.03. Appointments to Fill Vacancies in Trustee's
Office.  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section
6.10, a Trustee, so that there shall at all times be a Trustee hereunder.

         Section 3.04. Provision as to Paying Agent. (a) If the Company
shall appoint a paying agent other than the Trustee with respect to the
Securities of any series, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provision of this Section 3.04,

         (1)  that it will hold all sums held by it as such agent for the
              payment of the principal of and premium, if any, or
              interest, if any, on the Securities of such series (whether
              such sums have been paid to it by the Company or by any
              other obligor on the Securities of such series) in trust
              for the benefit of the holders of the Securities of such
              series; and

         (2)  that it will give the Trustee notice of any failure by the
              Company (or by any other obligor on the Securities of such
              series) to make any payment of the principal of and
              Premium, if any, or interest, if any, on the Securities of
              such series when the same shall be due and payable.

         (b)  If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of and premium, if any, or
interest, if any, on the Securities of any series, set aside, segregate
and hold in trust for the benefit of the holders of the Securities of
such series a sum sufficient to pay such principal, premium or interest
so becoming due and will notify the Trustee of any failure to take such
action and of any failure by the Company (or by any other obligor under
the Securities of such series) to make any payment of the principal of
and premium, if any, or interest, if any, on the Securities of such
series when the same shall become due and payable.

         (c)  Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of Securities hereunder,


<PAGE>



                                19

or for any other reason, pay or cause to be paid to the Trustee all sums
held in trust for any such series by the Trustee or any paying agent
hereunder, as required by this Section 3.04, such sums to be held by the
Trustee upon the trusts herein contained.

         (d) Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section 3.04 is subject to Sections 11.03 and 11.04.

         SECTION 3.05. Limitation on Liens.  The Company will not itself
and will not permit any Restricted Subsidiary to, incur, issue, assume,
or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed, secured by a Mortgage on any Restricted
Property, or on any shares of stock or indebtedness of a Restricted
Subsidiary, without effectively providing concurrently with the
incurrence, issuance, assumption or guarantee of such secured
indebtedness that the Securities of each series (together with, if the
Company shall so determine, any other indebtedness of the Company or such
Restricted Subsidiary then existing or thereafter created ranking on a
parity with the Securities of each series) shall be secured equally and
ratably with (or prior to) such secured indebtedness, so long as such
secured indebtedness shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured indebtedness (excluding
any indebtedness secured by Mortgages of the types referred to in clauses
(a) through (e) below) plus all Attributable Debt of the Company and its
Restricted Subsidiaries in respect of sale and leaseback transactions (as
defined in Section 3.06) involving Restricted Property, but excluding any
Attributable Debt in respect of any such sale and leaseback transactions,
the proceeds of which have been applied to the retirement of Funded Debt
pursuant to clause (c) of Section 3.06, would not exceed 10% of
Consolidated Adjusted Net Assets as shown on the latest audited
consolidated financial statements of the Company, provided, however, that
this Section 3.05 shall not apply to:

         (a) Mortgages on property of, or on any shares of stock or
             indebtedness of, any corporation existing at the time such
             corporation becomes a Subsidiary;

         (b)  Mortgages on property existing at the time of acquisition
              thereof (including acquisition through merger or
              consolidation) or to secure the payment of all or any part
              of the purchase price or construction cost thereof or to
              secure any indebtedness incurred prior to, at the time of,
              or within 6 months after, the acquisition or

<PAGE>


                                20

              completion of such property for the purpose of financing
              all or any part of the purchase price or construction cost
              thereof;

         (c)  Mortgages to secure the cost of exploration, drilling or
              development of, or the cost of improvements to, such
              property as is, in the opinion of the Board of Directors,
              substantially unimproved, or to secure indebtedness
              incurred for the purpose of financing any such costs;

         (d)  Mortgages in favor of the Company or any Restricted
              Subsidiary; and

         (e)  any extension, renewal or replacement (or successive
              extensions, renewals or replacements), as a whole or in
              part, of any Mortgage referred to in the foregoing clauses
              (a) to (d), inclusive; provided, that such extension,
              renewal or replacement Mortgage shall be limited to all or
              a part of the same property that secured the Mortgage
              extended, renewed or replaced (plus improvements on such
              property).

         The following types of transactions, among others, shall not be
deemed to create indebtedness secured by a Mortgage within the meaning of
the foregoing paragraph:

         (1)  the sale or transfer of crude oil, natural gas or natural
              gas liquids in place for a period of time until, or in an
              amount such that, the purchaser or transferee will realize
              therefrom a specified amount of money (however determined)
              or a specified amount of such oil, gas or gas liquids, or
              any other interest in property commonly referred to as a
              "production payment"; and

         (2)  the Mortgage of any property of the Company or any
              Subsidiary in favor of the United States of America, or any
              State, or any entity, department, agency, instrumentality
              or political subdivision of either, to secure partial,
              progress, advance or other payments to the Company or any
              Subsidiary pursuant to the provisions of any contract or
              statute, or the Mortgage of any property to secure
              indebtedness of the pollution control or industrial revenue
              bond type.

         SECTION 3.06. Limitations on Sales and Leasebacks.  The Company
will not itself, and will not permit any Restricted Subsidiary to, enter
into any arrangement with any bank, insurance company or other lender or
investor (not including the Company or any Restricted Subsidiary), or to


<PAGE>


                                  21

which any such lender or investor is a party, providing for the leasing
by the Company or such Restricted Subsidiary for a period, including
renewals, in excess of 3 years of any Restricted Property which has been
owned and operated by the Company or such Restricted Subsidiary for more
than 6 months and which has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender
or investor on the security of such Restricted Property (herein referred
to as a "sale and leaseback transaction") unless either:

         (a)  the Company or such Restricted Subsidiary could create
              indebtedness secured by a Mortgage Pursuant to Section 3.05
              on the Restricted Property to be leased, in an amount equal
              to the Attributable Debt with respect to such sale and
              leaseback transaction, without equally and ratably securing
              the Securities of each series.

         (b)  since the date hereof and within a period commencing 12
              months prior to the consummation of the sale and leaseback
              transaction and ending 12 months after the consummation of
              such sale and leaseback transaction, the Company or any
              Restricted Subsidiary, as the case may be, has expended or
              will expend for any Restricted Property an amount equal to
              (i) the greater of (x) the net proceeds of such sale and
              leaseback transaction and (y) the fair market value of the
              Restricted Property so leased at the time of entering into
              such transaction, as determined by the Board of Directors
              (the greater of the sums specified in clauses (x) and (y)
              being referred to herein as the "Net Proceeds of such
              transaction"), and the Company elects to designate such
              amount as satisfying any obligation it would otherwise have
              under clause (c) hereof or (ii) a part of the Net Proceeds
              of such transaction and the Company elects to designate
              such amount as satisfying part of the obligation it would
              otherwise have under clause (c) hereof and applies an
              amount equal to the remainder of such Net Proceeds as
              provided in clause (c) hereof; or

         (c)  the Company, within 12 months of the consummation of any
              such sale and leaseback transaction, applies an amount
              equal to the Net Proceeds of such transaction (less any
              amount elected under clause (b) of this Section 3.06) to
              the retirement of Funded Debt of the Company ranking on a
              parity with the Securities of each series. No retirement
              referred to in this clause (c) may be effected by payment
              at

<PAGE>

                                  22


              maturity or pursuant to any mandatory sinking fund or
              prepayment provision.

         SECTION 3.07. Certificate to Trustee.  The Company will deliver
to the Trustee on or before April 30 in each year (beginning with April
30, 1991), so long as Securities of any series are outstanding hereunder,
an Officers' Certificate stating that in the course of the performance by
the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance
of any covenants contained in Sections 3.05, 3.06 and 10.03, stating
whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the
nature thereof.



                          ARTICLE FOUR.

     SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                       AND THE TRUSTEE.



         SECTION 4.01. Securityholders' Lists.  The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee:

         (a)  semi-annually, not more than 15 days after each record date
              for each series of Securities, a list, in such form as the
              Trustee may reasonably require, of the names and addresses
              of the Securityholders of such series of Securities as of
              such record date (and on dates to be determined pursuant to
              Section 2.03 for non-interest bearing securities in each
              year); 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,

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.

         SECTION 4.02. Preservation and Disclosure of Lists.  (a) The
Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders
of each series of Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Securities registrar


<PAGE>


                                23


(if so acting) hereunder.  The Trustee may destroy any list furnished to
it as provided in Section 4.01 upon receipt of a new list so furnished.

         (b)  In case 3 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 6 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 or with holders of all Securities with respect to their
rights under this Indenture or under such Securities and is accompanied
by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall within 5 business
days after the receipt of such application, at its election, either:

         (1)  afford such applicants access to the information preserved
              at the time by the Trustee in accordance with the
              provisions of subsection (a) of this Section 4.02, or

         (2)  inform such applicants as to the approximate number of
              holders of such series or all Securities, as the case may
              be, whose names and addresses appear in the information
              preserved at the time by the Trustee in accordance with the
              Provisions of subsection (a) of this Section 4.02, and as
              to the approximate cost of mailing to such Securityholders
              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 Securityholder of such series or all Securities,
as the case may be, whose name and address appear in the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.02 a copy of the form of proxy or other
communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be mailed and
of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within 5 days after such tender, the Trustee shall mail
to such applicants and file with the Securities and Exchange 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 of Securities of such
series or all Securities, as the case may be, or would be in Violation of
applicable law.  Such written statement shall specify the basis


<PAGE>

                                  24


of such opinion.  If said 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 1 or more of such objections, said
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
Securityholders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved
of an obligation or duty to such applicants respecting their application.

         (c)  Each and every holder of Securities, by receiving and
holding the same, agrees with Company and the Trustee that neither the
Company nor the Trustee nor any paying agent shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the holders of Securities in accordance with the provisions
of subsection (b) of this Section 4.02, 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 said subsection (b).

         SECTION 4.03. Reports by Company. (a) The Company covenants and
agrees to file with the Trustee, within 15 days after the Company is
required to file the same with the Securities and Exchange 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 said
Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with said Commission pursuant
to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934,
or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the
Trustee and said Commission, in accordance with rules and regulations
prescribed from time to time by said Commission, such of the
supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Securities Exchange Act of 1934
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.

         (b)  The Company covenants and agrees to file with the Trustee
and the Securities and Exchange Commission, in accordance with the rules
and regulations prescribed from time to time by said Commission, such
additional information, documents and reports with respect to compliance
by

<PAGE>

                                  25


the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

         (c)  The Company covenants and agrees to transmit by mail to all
holders of Securities, as the names and addresses of such holders appear
upon 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 subsections (a) and (b)
of this Section 4.03 as may be required by rules and regulations
prescribed from time to time by the Securities and Exchange Commission.

         SECTION 4.04. Reports by the Trustee. (a) On or before March 1,
1991, and on or before March 1 in every year thereafter, so long as any
Securities are outstanding hereunder, the Trustee shall transmit to the
Securityholder of each series of Securities for which such Trustee is
appointed, as hereinafter in this Section 4.04 provided, a brief report
dated as of a date convenient to the Trustee no more than 60 nor less
than 45 days prior thereto with respect to:

         (1)  its eligibility under Section 6.09, and its qualification
              under Section 6.08, or in lieu thereof, if to the best of
              its knowledge it has continued to be eligible and qualified
              under such Sections, a written statement to such effect;

         (2)  the character and amount of any advances (and if the
              Trustee elects so to state, the circumstances surrounding
              the making thereof) made by the Trustee (as such) which
              remain unpaid on the date of such report, and for the
              reimbursement of which it claims or may claim a lien or
              charge, prior to that of the Securities, on any property or
              funds held or collected by it as Trustee, except that the
              Trustee shall not be required (but may elect) to state such
              advances if such advances so remaining unpaid aggregate not
              more than 1/2 of 1% of the principal amount of the
              Securities for any series outstanding on the date of such
              report;

         (3)  the amount, interest rate, and maturity date of all other
              indebtedness owing by the Company (or by any other obligor
              on the Securities) to the Trustee in its individual
              capacity, on the date of such report, with a brief
              description of any property held as collateral security
              therefor, except an indebtedness based upon a creditor
              rela-

<PAGE>

                                  26


              tionship arising in any manner described in paragraph (2),
              (3), (4) or (6) of subsection (b) of Section 6.13;

         (4)  the property and funds, if any, physically in the
              possession of the Trustee, as such, on the date of such
              report;

         (5)  any additional issue of Securities which the Trustee has
              not previously reported; and

         (6)  any action taken by the Trustee in the performance of its
              duties under this Indenture which it has not previously
              reported and which in its opinion materially affects the
              Securities, except action in respect of a default, notice
              of which has been or is to be withheld by it in accordance
              with the provisions of Section 5.08.

         (b)  The Trustee shall transmit to the Securityholders for each
series as hereinafter provided, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the
Trustee (as such), since the date of the last report transmitted pursuant
to the provisions of subsection (a) of this Section 4.04 (or, if no such
report has yet been so transmitted, since the date of execution of this
Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Securities of such series on property or
funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee shall not
be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal
amount of Securities for such series outstanding at such time, such
report to be transmitted within 90 days after such time.

         (c)  Reports pursuant to this Section 4.04 shall be transmitted
by mail to all holders of Securities as the names and addresses of such
holders appear upon the Security register.

         (d)  A copy of each such report shall at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange upon which the Securities of any applicable series are listed
and also with the Securities and Exchange Commission.  The Company will
notify the Trustee when and as the Securities of any series become listed
on any stock exchange.


<PAGE>


                                  27



                          ARTICLE FIVE.

           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                      ON EVENT OF DEFAULT.


         SECTION 5.01. Events of Default.  In case one or more of the
following Events of Default with respect to Securities of any series or
such other events as may be established with respect to the Securities of
that series as contemplated by Section 2.03 hereof shall have occurred
and be continuing:

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

         (b)  default in the payment of all or any part of the principal
              of (or premium, if any, on) any Securities of that series
              as and when the same shall become due and payable either at
              maturity, upon redemption (including redemption for the
              sinking fund), by declaration or otherwise; or

         (c)  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 and other than those set forth exclusively in
              terms of any particular series of Securities established as
              contemplated in this Indenture), and continuance of such
              default or breach for a period of 90 days after there has
              been given, by registered or certified mail to the Company
              by the Trustee or to the Company and the Trustee by the
              holders of at least 10% in principal amount of the
              outstanding Securities a written notice specifying such
              default or breach and requiring it to be remedied and
              stating that such notice is a "Notice of Default"
              hereunder, or

         (d)  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 90 consecutive days; or

<PAGE>


                                  28


         (e)  the Company shall commence a voluntary case under any
              applicable bankruptcy, insolvency or other similar law now
              or hereafter in effect, shall consent to the entry 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, trustee, custodian,
              sequestrator (or other similar official) of the Company or
              of any substantial part of its property, or shall make any
              general assignment for the benefit of creditors, or shall
              fail generally to pay its debts as they become due.

If an Event of Default described in clause (a) or (b) or established
pursuant to Section 2.03 occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the
Securities of all series affected thereby then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities
of that series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that series) of
all Securities affected thereby and the interest accrued thereon, if any,
to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable.  If an Event of Default
described in clause (c), (d) or (e) occurs and is continuing, then and
in each and every such case, unless the principal of all the Securities
shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of all the
Securities then outstanding hereunder (treated as one class), by notice
in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as
may be specified in the terms thereof) of all the Securities then
outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become
immediately due and payable.

         The foregoing provisions, however, are subject to the condition
that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the Principal as may
be specified in the terms thereof) of the Securities of any series (or of
all the Securities, as the case may be) shall have been so declared due
and payable, and before any


<PAGE>

                                  29



judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series (or of
all the Securities, as the case may be) and the principal of and premium,
if any, on any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if
any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same
rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in the Securities of such
series, (or at the respective rates of interest or Yields to Maturity of
all the Securities, as the case may be) to the date of such payment or
deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee and each
Predecessor Trustee except as a result of negligence or bad faith, and if
any and all Events of Default under the Indenture, other than the
non-payment of the principal of or premium, if any, on Securities which
shall have become due by acceleration, shall have been cured, waived or
otherwise remedied an provided herein - then and in every such case the
holders of a majority in aggregate principal amount of the Securities of
such series (or of all the Securities, as the case may be) then
outstanding, by written notice to the Company and to the Trustee, may
waive all defaults with respect to that series (or with respect to all
Securities, as the case may be, in such case, treated as a single class)
and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

         In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason
or shall have been determined adversely to the Trustee, then and in every
such case the Company, the Trustee and the holders of the Securities
shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the
Trustee and the holders of the Securities shall continue as though no
such proceeding had been taken.


<PAGE>


                                30


         SECTION 5.02. Payment of Securities on Default; Suit Therefor.
The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Securities of any
series as and when the same shall become due and payable, and such
default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of the principal of or premium, if
any, on any of the Securities of any series as and when the same shall
have become due and payable, whether at maturity of the Securities of
that series or upon redemption or by declaration or otherwise - then,
upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the whole amount
that then shall have become due and payable on all such Securities of
that series for principal and premium, if any or interest, or both, as
the case may be, with interest upon the overdue principal and premium, if
any, and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the
rate or Yield to Maturity (in the case of Original Issue Discount
Securities) borne by the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including a reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith.

         In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions
or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment
or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on such Securities and collect
in the manner provided by law out of the property of the Company or any
other obligor on such Securities wherever situated the moneys adjudged or
decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or
for the reorganization of the Company or any other obligor on the
Securities of any series under Title 11, United States Code, or any other
applicable law, or in case a receiver or trustee shall have been
appointed for the property of the Company or such other obligor, or in
the case of any other similar judicial proceedings relative to the
Company or other obligor upon the Securities of any series, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the


<PAGE>


                                31

Securities of any series 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 pursuant to the provisions of this
Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the
whole amount of principal and interest (or, if the Securities of that
series are Original Issue Discount Securities such portion of the
principal amount as may be specified in the terms of that series) owing
and unpaid in respect of the Securities of such series and, in case of
any judicial proceedings, to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of mail expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith) and
of the Securityholders allowed in such judicial proceedings relative to
the Company or any other obligor on the Securities of any series, or to
the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the
holders of title Securities or any series in any election of a trustee or
a standby trustee in arrangement, reorganization, liquidation or other
bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and
to distribute the same after the deduction of its charges and expenses;
and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the Securityholders 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 Securityholders, to pay to the
Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith.

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


<PAGE>

                                32

         All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production
thereof on any trial or other proceeding relative thereto, and any such
suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall
be for the ratable benefit of the holders of the Securities.

         In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party) the Trustee shall be
held to represent all the holders of the Securities, and it shall not be
necessary to make any Holders of the Securities parties to any
such proceedings.

         SECTION 5.03. Application of Moneys Collected by Trustee.  Any
moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities in respect of
which moneys have been collected, and stamping thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:

         FIRST:  To the payment of costs and expenses of collection
applicable to such series and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a
result of its negligence or bad faith;

         SECOND:  In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and
be unpaid, to the payment of interest on the Securities of such series,
in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) at the rate borne by
the Securities of such series, such payments to be made ratably to the
persons entitled thereto;

         THIRD:  In case the principal of the outstanding Securities in
respect of which moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing
and unpaid upon the Securities of such series for principal and premium,
if any, and interest, with interest on the overdue principal

<PAGE>


                                  33


and premium, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the
rate or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such
moneys shall be insufficient to pay in the whole amount so due and unpaid
upon the Securities of such series, then to the payment of such principal
and premium, if any, and interest without preference or priority of
principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any
other installment of interest, or of any Security of such series over any
other Security of such series, ratably to the aggregate of such principal
and premium, if any, and accrued and unpaid interest.

         SECTION 5.04. Proceedings by Securityholders.  No holder of any
Security of any series shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such holder previously shall have given to
the Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than 25%
in aggregate principal amount of the Securities of that series then
outstanding or, in the case of any Event of Default described in clause
(c), (d) or (e) of Section 5.01. 25% in aggregate principal amount of all
Securities then outstanding, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities
to be incurred therein or thereby, and the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed
to institute any such action, suit or proceeding, it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one
or more holders of Securities of any 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 holder
of Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of the applicable series.


<PAGE>


                                34

         Notwithstanding any other Provisions in this Indenture, however,
the right of any holder of any Security to receive payment of the
principal of, premium, if any, and interest, if any, on such Security, on
or after the same shall have become due and payable, or to institute suit
for the enforcement of any such payment, shall not be impaired or
affected without the consent of such holder.

         SECTION 5.05. Proceedings by Trustee.  In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         SECTION 5.06. Remedies Cumulative and Continuing.  All powers
and remedies given by this Article Five to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture,
and no delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.04,
every power and remedy given by this Article Five or by law to the
Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.  The holders of a majority in aggregate
principal amount of the Securities of any or all series affected (voting
as one class) at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on
the Trustee; provided, however, that (subject to the provisions of
Section 6.01) the Trustee shall have the right to decline to follow any
such direction if the

<PAGE>


                                35


Trustee shall determine that the action so directed would be unjustly
prejudicial to the holders not taking part in such direction or if the
Trustee being advised by counsel determines that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by
its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceedings so directed would involve the
Trustee in personal liability.  Prior to any declaration accelerating the
maturity of any series of the Securities, or of all the Securities, as
the case may be, the holders of a majority in aggregate principal amount
of the Securities of that series at the time outstanding may on behalf of
the holders of all of the Securities of such series waive any past
default or Event of Default including any default established pursuant to
Section 2.03 (or, in the case of an event specified in clause (c), (d) or
(e) of Section 5.01, the holders of a majority in aggregate principal
amount of all the Securities then outstanding (voting as one class) may
waive such default or Event of Default), and its consequences except a
default (a) in the payment of principal of, premium, if any, or interest
on any of the Securities or (b) in respect of covenants or provisions
hereof which cannot be modified or amended without the consent of the
holder of each Security affected.  Upon any such waiver the Company, the
Trustee and the holders of the Securities of that series (or of all
Securities, as the case may be) shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section
5.07, said default or Event of Default shall for all purposes of the
Securities of that series (or of all Securities, as the case may be) and
this Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.08. Notice of Defaults.  The Trustee shall, within 90
days after the occurrence of a default with respect to the Securities of
any series, mail to all Securityholders of that series, as the names and
addresses of such holders appear upon the Security register, notice of
all defaults with respect to that series known to the Trustee, unless
such defaults shall have been cured before the giving of such notice (the
term "defaults" for the purpose of this Section 5.08 being hereby defined
to be the events specified in clauses (a), (b), (c), (d) and (e) of
Section 5.01, not including periods of grace, if any, provided for
therein, and irrespective of the giving of written notice specified in
clause (e) of Section 5.01); and provided that,


<PAGE>

                                36

except in the case of default in the Payment of the principal of,
premium, if any, or interest on any of the Securities of such series, 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
determines that the withholding of such notice is in the interests of the
Securityholders of such series; and provided further, that in the case of
any default of the character specified in Section 5.01 (c) no such notice
to Securityholders of such series shall be given until at least 60 days
after the occurrence thereof but shall be given within 90 days after such
occurrence.

         SECTION 5.09. Undertaking to Pay 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 or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs,
including reasonable attorneys fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section
5.09 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders of any
series holding in the aggregate more than 10% in principal amount of the
Securities of that series (or, in the case of any suit relating to or
arising under clause (c), (d) or (e) of Section 5.01, 10% in aggregate
principal amount of all Securities) outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of
the principal of or premium, if any, or interest on any Security against
the Company on or after the same shall have become due and payable.



                           ARTICLE SIX
                    CONCERNING THE TRUSTEE.

         SECTION 6.01. Duties and Responsibilities of Trustee.  With
respect to the holders of any series of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default with respect to
securities of that series and after the curing or waiving of all Events
of Default which may have occurred, with respect to securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this


<PAGE>

                                37

Indenture.  In case an Event of Default with respect to the Securities of
a series has occurred (which has not been cured or waived) 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.

         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

         (a)  prior to the occurrence of an Event of Default with respect
              to Securities of a series and after the curing or waiving
              of all Events of Default with respect to that series which
              may have occurred

         (1)  the duties and obligations of the Trustee with respect to
              Securities of a series shall be determined solely by the
              express provisions of this Indenture, and the Trustee shall
              not be liable except for the performance of such duties and
              obligations with respect to such series 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 the part of the Trustee, the
              Trustee may conclusively rely, as to the truth of the
              statements and the correctness of the opinions expressed
              therein, upon any 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 which by any Provision 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)  the Trustee shall not be liable for any error of judgment
              made in good faith by a Responsible Officer or Officers
              of the Trustee, unless it shall be proved that the Trustee
              was negligent in ascertaining the pertinent facts; and

         (c)  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 Securityholders
              pursuant to Section 5.07, relating to the time, method and
              place of conducting any proceeding for any


<PAGE>

                                  38


              remedy available to the Trustee, or exercising any trust or
              power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there is reasonable ground
for believing that the repayment of such funds or liability is not
reasonably assured to it.

         SECTION 6.02. Reliance on Documents, Opinions, etc.  Except as
otherwise provided in Section 6.01

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

         (b)  any request, direction, order or demand of the Company
              mentioned herein shall be sufficiently evidenced by an
              Officers' Certificate (unless other evidence in respect
              thereof be herein specifically prescribed); and any
              resolution of the Board of Directors may be evidenced to
              the Trustee by a copy thereof certified by the Secretary or
              an Assistant Secretary of the Company;

         (c)  the Trustee may consult with counsel and any advice or
              Opinion of Counsel shall be full and complete authorization
              and protection in respect of any action taken or omitted by
              it hereunder in good faith and in accordance with such
              advice or Opinion of Counsel;

         (d)  the Trustee shall be under no obligation to exercise any of
              the rights or powers vested in it by this Indenture at the
              request, order or direction of any of the Securityholder,
              pursuant to the provisions of this Indenture, unless such
              Securityholders shall have offered to the Trustee
              reasonable security or indemnity against the costs,
              expenses and liabilities which may be incurred therein or
              thereby;

         (e)  the Trustee shall not be liable for any action taken or
              omitted by it in good faith and believed by it to be
              authorized or within the discretion or rights or powers
              conferred upon it by this Indenture;

         (f)  prior to the occurrence of an Event of Default hereunder
              and after the curing or waiving of all Events of Default,
              the Trustee shall not be bound to make any investigation
              into the facts or matters stated


<PAGE>


                                39

              in any resolution, certificate, statement, instrument,
              opinion, report, notice, request, consent, order, approval,
              bond, debenture, coupon or other paper or document, unless
              requested in writing to do so by the holders of not less
              than a majority in principal amount of the Securities of
              all series affected then outstanding; provided, however,
              that if the payment within a reasonable time to the Trustee
              of the costs, expenses or liabilities likely to be incurred
              by it in the making of such investigation is, in the
              opinion of the Trustee, not reasonably assured to the
              Trustee by the security afforded to it by the terms of this
              Indenture, the Trustee may require reasonable indemnity
              against such expense or liability as a condition to so
              proceeding; and

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



         SECTION 6.03. No Responsibility for Recitals, etc.  The recitals
contained herein and in the Securities (except in the certificate of
authentication of the Trustee or the Authenticating Agent) shall be taken
as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same.  The
Trustee and the Authenticating Agent make no representations as to the
validity or sufficiency of this Indenture or of the Securities.  The
Trustee and the Authenticating Agent shall not be accountable for the use
or application by the Company of any Securities or the proceeds of any
Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this Indenture.

         SECTION 6.04. Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Securities.  The Trustee or any
Authenticating Agent or any paying agent or any transfer agent or any
Security registrar, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if
it were not Trustee, Authenticating Agent, paying agent, transfer agent
or Security registrar.

         SECTION 6.05. Moneys to be Held in Trust.  Subject to the
provisions of Section 11.04, all moneys received by the Trustee or any
paying agent shall, until used or applied an herein provided, be held in
trust for the purpose for which they were received, but need not be
segregated from


<PAGE>

                                40

other funds except to the extent required by law.  The Trustee and any
paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.  So
long as no Event of Default shall have occurred and be continuing all
interest allowed on any such moneys shall be paid from time to time upon
the written order of the Company, signed by the Chairman of the Board of
Directors, the President or a Vice President or the Treasurer or an
Assistant Treasurer of the Company.

         SECTION 6.06. Compensation and Expenses of Trustee.  The Company
covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not
regularly in its employ and any amounts paid by the Trustee to any
Authenticating Agent pursuant to Section 6.14) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.  The obligations of the Company under this
Section 6.06 to compensate the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such additional indebtedness shall be
secured by a lien prior to that of the Debentures upon all property and
funds held or collected by the Trustee as such, except funds held in
trust for the benefit of the holders of particular Securities.

         SECTION 6.07. Officers' Certificate as Evidence.  Except as
otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may,
in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such


<PAGE>


                                41

Certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or
omitted by it under the provisions of this Indenture upon the faith
thereof.

         SECTION 6.08. Conflicting Interest of Trustee. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 6.08, it shall, within 90 days after ascertaining that it has
such conflicting interest, either eliminate such conflicting interest or
resign in the manner and with the effect specified in Section 6.10.

         (b)  In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 6.08, the Trustee shall,
within 10 days after the expiration of such 90-day period, transmit
notice of such failure to all holders of Securities, as the names and
addresses of such holders appear upon the Securities register.

         (c)  For the purposes of this Section 6.08 the Trustee shall be
deemed to have a conflicting interest with respect to Securities of any
series if

         (1)  the Trustee is trustee under this Indenture with respect to
              the Securities of any other series or under another
              indenture under which any other securities, or certificates
              of interest or participation in any other securities, of
              the Company or other obligor on the Securities of such
              series (each of which is hereafter in this Section called a
              "Security party") are outstanding, unless such other
              indenture is a collateral trust indenture under which the
              only collateral consists of Securities issued under this
              Indenture; provided that there shall be excluded from the
              operation of this paragraph, this Indenture with respect to
              the Securities of any other series and any other indenture
              or indentures under which other securities, or certificates
              of interest or participation in other securities, of a
              Security party, are outstanding if (i) this Indenture is
              and, if applicable, this Indenture and such other indenture
              or indentures are wholly unsecured and such other indenture
              or indentures are hereafter qualified under the Trust
              Indenture Act of 1939, unless the Securities and Exchange
              Commission shall have found and declared by order pursuant
              to subsection (b) of Section 305 or subsection (c) of
              Section 307 of the Trust Indenture Act of 1939 that
              differences exist between the provisions of this Indenture
              with respect to Securities of such series and one or more
              other series or, if applicable, this Indenture and the
              provisions of such other indenture or indentures which are
              so likely to involve a material conflict of interest as to
              make it necessary in the public interest or for the
              protection of

<PAGE>


                                42

              investors to disqualify the Trustee from acting as such
              under this Indenture and such other indenture or
              indentures, or (ii) the Company shall have sustained the
              burden of proving, on application to the Securities and
              Exchange Commission and after opportunity for hearing
              thereon, that trusteeship under this Indenture with respect
              to Securities of such series and one or more other series
              or, if applicable, this Indenture and such other indenture
              or indentures is not so likely to involve a material
              conflict of interest as to make it necessary in the public
              interest or for the protection of investors to disqualify
              the Trustee from acting as such under this Indenture with
              respect to Securities of such series and one or more other
              series or, if applicable, this Indenture and one of such
              indentures;

         (2)  the Trustee or any of its directors or executive officers
              is an obligor upon the Securities of any series issued
              under this Indenture or an underwriter for a Security
              party;

         (3)  the Trustee directly or indirectly controls or is directly
              or indirectly controlled by or is under direct or indirect
              common control with a Security party or an underwriter for
              a Security party;

         (4)  the Trustee or any of its directors or executive officers
              is a director, officer, partner, employee, appointee, or
              representative of a Security party, or of an underwriter
              (other than the Trustee itself) for a Security party who is
              currently engaged in the business of underwriting, except
              that (A) one individual may be a director and/or an
              executive officer of the Trustee and a director and/or an
              executive officer of a Security party, but may not be at
              the same time an executive officer of both the Trustee and
              a Security party;  (B) if and so long as the number of
              directors of the Trustee in office is more than 9, one
              additional individual may be a director and/or an executive
              officer of the Trustee and a director of a Security party;
              and (C) the Trustee may be designated by a Security party
              or by an underwriter for a Debenture party to act in the
              capacity of transfer agent, registrar, custodian, paying
              agent, fiscal agent, escrow agent, or depositary, or in any
              other similar capacity, or, subject to the provisions of
              paragraph (1) of this subsection (c), to act as trustee
              whether under an indenture or otherwise;

         (5)  10% or more of the voting securities of the Trustee is
              beneficially owned either by a Security party or by any
              director, partner, or executive officer thereof, or 20% or
              more of such voting securities is


<PAGE>

                                43

              beneficially owned, collectively, by any 2 or more of such
              persons; or 10% or more of the voting securities of the
              Trustee is beneficially owned either by an underwriter for
              a Security party or by any director, partner, or executive
              officer thereof, or is beneficially owned, collectively, by
              any 2 or more such persons;

         (6)  the Trustee is the beneficial owner of, or holds as
              collateral security for an obligation which is in default,
              (A) 5% or more of the voting securities, or 10% or more of
              any other class of security, of a Security party, not
              including the Securities issued under this Indenture and
              securities issued under any other indenture under which the
              Trustee is also trustee, or (B) 10% or more of any class of
              security of an underwriter for a Security party;

         (7)  the Trustee is the beneficial owner of, or holds as
              collateral security for an obligation which is in default,
              5% or more of the voting securities of any person who, to
              the knowledge of the Trustee, owns 10% or more of the
              voting securities of, or controls directly or indirectly or
              is under direct or indirect common control with, a Security
              party;

         (8)  the Trustee is the beneficial owner of, or holds as
              collateral security for an obligation which is in default,
              10% or more of any class of security of any person who, to
              the knowledge of the Trustee, owns 50% or more of the
              voting securities of a Security party; or

         (9)  the Trustee owns on May 15 in any calendar year, in the
              capacity of executor, administrator, testamentary or inter
              vivos trustee, guardian, committee or conservator, or in
              any other similar capacity, an aggregate of 25% or more of
              the voting securities, or of any class of security, of any
              person, the beneficial ownership of a specified percentage
              of which would have constituted a conflicting interest
              under paragraph (6), (7), or (8) of this subsection (c).
              As to any such securities of which the Trustee acquired
              ownership through becoming executor, administrator or
              testamentary trustee of an estate which included them, the
              provisions of the preceding sentence shall not apply, for a
              period of 2 years from the date of such acquisition, to the
              extent that such securities included in such estate do not
              exceed 25% of such voting securities or 25% of any such
              class of security.  Promptly after May 15, in each calendar
              year, the Trustee shall make a cheek of its holdings of
              such securities in any of the above-mentioned capacities as
              of such May 15.  If the Company fails to make payment in
              full of


<PAGE>


                                44

              principal of or interest on any of the Securities when and
              as the same become due and payable, and such failure
              continues for 30 days thereafter, the Trustee shall make a
              prompt check of its holdings of such securities in any of
              the above-mentioned capacities as of the date of the
              expiration of such 30-day period and, after such date,
              notwithstanding the foregoing provisions of this paragraph
              (9), all such securities so held by the Trustee, with sole
              or joint control over such securities vested in it, shall,
              but only so long as such failure shall continue, be
              considered as though beneficially owned by the Trustee for
              the purposes of paragraphs (6), (7), and (8) of this
              subsection (c).

         The specifications of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as indicating
that the ownership of such percentages of the securities of a person is
or is not necessary or sufficient to constitute direct or indirect
control for the purposes of paragraph (3) or (7) of this subsection (c).

         For the purposes of paragraphs (6), (7), (8), and (9) of this
subsection (c) only, (A) the terms "security" and "securities" shall
include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of
indebtedness issued to evidence an obligation to repay moneys lent to a
person by one or more banks, trust companies or banking firms, or any
certificate of interest or participation in any such note or evidence of
indebtedness; (B) an obligation shall be deemed to be in default when a
default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to
be the owner or holder of (i) any security which it holds as collateral
security (as trustee or otherwise) for an obligation which is not in
default as defined in clause (B) above, or (ii) any security which it
holds an collateral security under this Indenture, irrespective of any
default hereunder, or (iii) any security which it holds as agent for
collection, or an custodian, escrow agent, or depositary, or in any
similar representative capacity.

         Except an provided in the next preceding paragraph hereof, the
word "security" or "securities" an used in this Indenture shall mean any
note, stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or,


<PAGE>

                                45

in general, any interest or instrument commonly known as a "security" or
any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase any of the foregoing.



         (d)  For the Purposes of this Section 6.08:

              (1)  The term "underwriter" when used with reference to a
              Security party shall mean every person who, within 3 years
              prior to the time as of which the determination is made,
              has purchased from such Security party with a view to, or
              has offered or sold for such Security party in connection
              with, the distribution of any security of such Security
              party outstanding at such time, or has participated or has
              had a direct or indirect participation in any such
              undertaking, or has participated or has had a participation
              in the direct or indirect underwriting of any such
              undertaking, but such term shall not include a person whose
              interest was limited to a commission from an underwriter or
              dealer not in excess of the usual and customary
              distributors' or sellers' commission.

              (2)  The term "director" shall mean any director of a
              corporation or any individual performing similar functions
              with respect to any organization whether incorporated or
              unincorporated.

              (3)  The term "person" shall mean an individual, a
              corporation, a partnership, an association, a joint-stock
              company, a trust, an unincorporated organization, or a
              government or political subdivision thereof.  As used in
              this paragraph, the term "trust" shall include only a trust
              where the interest or interests of the beneficiary or
              beneficiaries are evidenced by a security.

              (4)  The term "voting security" shall mean any security
              presently in direction or entitling the owner or holder
              thereof to vote in the direction or management of the
              affairs of a person, or any security issued under or
              pursuant to any trust, agreement or arrangement whereby a
              trustee or trustees or agent or agents for the owner or
              holder of such security are presently entitled to vote in
              the direction or management of the affairs of a person.

              (5)  The term "executive officer" shall mean the president,
              every vice president, every trust officer, the cashier, the
              secretary, and the treasurer of a corporation, and any
              individual customarily performing similar functions with
              respect to any organization whether incorpo-


<PAGE>


                                  46


              rated or unincorporated but shall not include the chairman
              of the board of directors.

         The percentages of voting securities and other securities
specified in this Section 6.08 shall be calculated in accordance with the
following provisions:

         (A)  A specified percentage of the voting securities of the
              Trustee, the Company or any other person referred to in
              this Section 6.08 (each of whom is referred to as a
              "person" in this paragraph) means such amount of the
              outstanding voting securities of such person as entities
              the holder or holders to cast such specified percentage of
              the aggregate votes which the holders of all the
              outstanding voting securities of such person are entitled
              to cast in the direction or management of the affairs of
              such person.

         (B)  A specified percentage of a class of securities of a person
              means such percentage of the aggregate amount of securities
              of the class outstanding.

         (C)  The term "amount", when used in regard to securities, means
              the principal amount if relating to evidences of
              indebtedness, the number of shares if relating to capital
              shares, and the number of units if relating to any other
              kind of security.

         (D)  The term "outstanding" means issued and not held by or for
              the account of the issuer.  The following securities shall
              not be deemed outstanding within the meaning of this
              definition:

              (i) securities of an issuer held in a sinking fund relating
                  to securities of the issuer of the same class;

              (ii) securities of an issuer held in a sinking fund
                   relating to another class of securities of the issuer,
                   if the obligation evidenced by such other class of
                   securities is not in default as to principal or
                   interest or otherwise;

              (iii) securities pledged by the issuer thereof as security
                    for an obligation of the issuer not in default as to
                    principal or interest or otherwise;

              (iv) securities held in escrow if placed in escrow by the
                   issuer thereof;

<PAGE>


                                  47


              provided, however, that any voting securities of an issuer
              shall be deemed outstanding if any person other than the
              issuer is entitled to exercise the voting rights thereof.

         (E)  A security shall be deemed to be of the same class as
              another security if both securities confer upon the holder
              or holders thereof substantially the same rights and
              privileges: provided, however, that, in the case of secured
              evidences of indebtedness, all of which are issued under a
              single indenture, differences in the interest rates or
              maturity dates of various series thereof shall not be
              deemed sufficient to constitute such series different
              classes, and provided, further, that, in the case of
              unsecured evidences of indebtedness, differences in the
              interest rates or maturity dates thereof shall not be
              deemed sufficient to constitute them securities of
              different classes, whether or not they are issued under a
              single indenture.

         SECTION 6.09. Eligibility of Trustee.  The Trustee hereunder
shall at all times be a corporation organized and doing business under
the laws of the United States or any State or Territory thereof or of 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, subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority.  If such corporation
publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 6.09 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.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall
resign immediately in the manner and with the effect specified in Section
6.10.

         SECTION 6.10. Resignation or Removal of Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving
written notice of such resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their
addresses as they shall appear on the Security register.  Upon receiving
such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees with respect to the applicable series by
written instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall


<PAGE>


                                  48

be delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall have been so appointed with
respect to any series of Securities and have accepted appointment within
60 days after the mailing of such notice of resignation to the affected
Securityholders, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide holder of a Security or
Securities of the applicable series for at least 6 months may, subject to
the provisions of Section 5.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor trustee.  Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.

         (b)  In case at any time any of the following shall occur -

              (1)  the Trustee shall fail to comply with the provisions
              of subsection (a) of Section 6.08 after written request
              therefor by the Company or by any Securityholder who has
              been a bona fide holder of a Security or Securities for at
              least 6 months, or

              (2)  the Trustee shall cease to be eligible in accordance
              with the provisions of Section 6.09 and shall fail to
              resign after written request therefor by the Company or by
              any such Securityholder, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order
of the Board of Directors, 1 copy of which instrument shall be delivered
to the Trustee so removed and 1 copy to the successor trustee, or,
subject to the provisions of Section 5.09, any Securityholder who has
been a bona fide holder of a Security or Securities of the applicable
series for at least 6 months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee.  Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.


<PAGE>


                                  49


         (c)  The holders of a majority in aggregate principal amount of
the Securities of one or more series (each series voting as a class) or
all series at the time outstanding may at any time remove the Trustee
with respect to the applicable series of Securities or all series, as the
case may be, and nominate a successor trustee with respect to the
applicable series of Securities or all series, as the case may be, which
shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any
Securityholder of the applicable series, upon the terms and conditions
and otherwise as in subsection (a) of this Section 6.10 provided, may
petition any court of competent jurisdiction for an appointment of a
successor trustee with respect to such series.

         (d)  Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section
6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.

         SECTION 6.11. Acceptance by Successor Trustee.  Any successor
trustee appointed as provided in Section 6.10 shall execute, acknowledge
and deliver to the Company and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of
the successor trustee, the trustee ceasing to act shall, upon payment of
any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act.  Upon request
of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.  Any
trustee ceasing to act shall nevertheless, retain a lien upon all
property or funds held or collected by such trustee to secure any amounts
then due it pursuant to the provisions of Section 6.06.

         If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Company, the
predecessor trustee and each successor trustee with respect to the
Securities of any applicable series


<PAGE>



                                  50


shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the
predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, 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 trustee 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 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.

         No successor trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor
trustee shall be qualified under the provisions of Section 6.08 and
eligible under the provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as
provided in this Section 6.11, the Company shall mail notice of the
succession of such trustee hereunder to the holders of Securities of any
applicable series at their addresses as they shall appear on the Security
register.  If the Company fails to mail such notice within 10 days after
the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the
Company.


         SECTION 6.12. Succession by Merger, etc.  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 without the
execution or filing of any paper or any further act on the part of any of
the parties hereto.

         In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated,
and in case at that time any of the Securities of any series shall not
have been authenticated, any successor to the Trustee may authenticate
such Securities either in the


<PAGE>


                                  51


name of any predecessor hereunder or in the name of the successor
trustee, and in all such cases such certificates shall have the full
force which it is anywhere in the Securities of such series or in this
Indenture provided that the certificate of the Trustee shall have;
provided,  however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities of
any series in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

         SECTION 6.13. Limitation on Rights of Trustee as a Creditor.
(a) Subject to the provisions of subsection (b) of this Section 6.13, if
the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Company or of any other obligor on the
Securities (each of which is hereafter in this Section 6.13 called a
"Security party") within 4 months prior to a default, as defined in
subsection (c) of this Section 6.13, or subsequent to such a default,
then, unless and until such default shall be cured, the Trustee shall set
apart and hold in a special account for the benefit of the Trustee
individually, the holders of the Securities, and the holders of other
indenture securities (as defined in paragraph (2) of subsection (c) of
this Section 6.13)

         (1)  an amount equal to any and all reductions in the amount due
              and owing upon any claim as such creditor in respect of
              principal or interest, effected after the beginning of such
              4-month period and valid as against such Security party and
              its other creditors, except any such reduction resulting
              from the receipt or disposition of any property described
              in paragraph (2) of this subsection, or from the exercise
              of any right of set-off which the Trustee could have
              exercised if a petition in bankruptcy had been filed by or
              against such Security party upon the date of such default;
              and

         (2)  all property received by the Trustee in respect of any
              claim as such creditor, either as security therefor, or in
              satisfaction or composition thereof, or otherwise, after
              the beginning of such 4-month period, or an amount equal to
              the proceeds of any such property, if disposed of, subject,
              however, to the rights, if any, of such Security party and
              its other creditors in such property or such proceeds.

              Nothing herein contained, however, shall affect the right
              of the Trustee:

         (A)  to retain for its own account (i) payments made on account
              of any such claim by any person (other than such Security
              party) who


<PAGE>


                                  52


              is liable thereon, and (ii) the proceeds of the bona fide
              sale of any such claim by the Trustee to a third person,
              and (iii) distributions made in cash, securities, or other
              property in respect of claims filed against such Security
              party in bankruptcy or receivership or in proceedings for
              reorganization pursuant to Title 11, United States Code or
              applicable state law;

         (B)  to realize, for its own account, upon any property held by
              it as security for any such claim, if such property was so
              held prior to the beginning of such 4-month period;

         (C)  to realize, for its own account, but only to the extent of
              the claim hereinafter mentioned, upon any property held by
              it as security for any such claim, if such claim was
              created after the beginning of such 4-month period and such
              property was received as security therefor simultaneously
              with the creation thereof, and if the Trustee shall sustain
              the burden of proving that at the time such property was so
              received the Trustee had no reasonable cause to believe
              that a default, as defined in subsection (c) of this
              Section 6.13, would occur within 4 months; or

         (D)  to receive payment on any claim referred to in paragraph
              (B) or (C), against the release of any property held as
              security for such claim as provided in such paragraph (B)
              or (C), as the case may be, to the extent of the fair value
              of such property.

         For the purposes of paragraphs (B), (C), and (D), property
substituted after the beginning of such 4-month period for property held
as security at the time of such substitution shall, to the extent of the
fair value of the property released have the same status as the property
released, and, to the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any pre-existing claim of the Trustee as
such creditor, such claim shall have the same status as such pre-existing
claim.

         If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of
other indenture securities in such manner that the Trustee, the
Securityholders and the Holders of other indenture securities realize, as
a result of payments from such special account and payments of dividends
on claims filed against such Security party in bankruptcy or receivership
or in proceedings for reorgani-


<PAGE>


                                  53


zation pursuant to Title 11, United States Code, or applicable state law,
the same percentage of their respective claims, figured before crediting
to the claim of the Trustee anything on account of the receipt by it from
such Security party of the funds and property in such special account and
before crediting to the respective claims of the Trustee, the
Securityholders, and the holders of other indenture securities dividends
on claims flied against such Security party in bankruptcy or receivership
or in proceedings for reorganization pursuant to Title 11, United States
Code, or applicable state law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from
all sources other than from such dividends and from the funds and
property so held in such special account.  As used in this paragraph,
with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
in proceedings for reorganization pursuant to Title 11, United States
Code, or applicable state law, whether such distribution is made in cash,
securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim.
The court in which such bankruptcy, receivership, or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion among
the Trustee, the Securityholders, and the holders of other indenture
securities, in accordance with the provisions of this Paragraph, the
funds and property held in such special account and
the proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee,
the Securityholders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

         Any Trustee who has resigned or been removed after the beginning
of such 4-month period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred.
If any Trustee has resigned or been removed prior to the beginning of
such 4-month period, it shall be subject to the provisions of this
subsection (a) if and only if the following conditions exist:


<PAGE>


                                  54


         (i)  the receipt of property or reduction of claim which would
              have given rise to the obligation to account, if such
              Trustee had continued as trustee, occurred after the
              beginning of such 4-month period, and

         (ii) such receipt of property or reduction of claim occurred
              within 4 months after such resignation or removal.

         (b)  There shall be excluded from the operation of subsection
(a) of this Section 6.13 a creditor relationship arising from

         (1)  the ownership or acquisition of securities issued under any
              indenture, or any security or securities having a maturity
              of 1 year or more at the time of acquisition by the
              Trustee;

         (2)  advances authorized by a receivership or bankruptcy court
              of competent jurisdiction, or by this Indenture, for the
              purpose of preserving any property which shall at any time
              be subject to the lien of this Indenture or of discharging
              tax liens or other prior liens or encumbrances thereon, if
              notice of such advance and of the circumstances surrounding
              the making thereof is given to the Securityholders at the
              time and in the manner provided in Section 4.04 with
              respect to reports pursuant to subsections (a) and (b)
              thereof, respectively;

         (3)  disbursements made in the ordinary course of business in
              the capacity of trustee under an indenture, transfer agent,
              registrar, custodian, paying agent, fiscal agent or
              depositary, or other similar capacity;

         (4)  an indebtedness created as a result of services rendered or
              premises rented; or an indebtedness created as a result of
              goods or securities sold in a cash transaction as defined
              in subsection (c) of this Section 6.13;

         (5)  the ownership of stock or of other securities of a
              corporation organized under the provisions of Section 25(a)
              of the Federal Reserve Act, as amended, which is directly
              or indirectly a creditor of a Security party; or

         (6)  the acquisition, ownership, acceptance or negotiation of
              any drafts, bills of exchange, acceptances or obligations
              which fall within the classification of self-liquidating
              paper as defined in subsection (c) of this Section 6.13.


<PAGE>


                                  55


         (c)  As used in this Section 6.13:

         (1)  The term "default" shall mean any failure to make payment
              in full of the principal of or interest upon any of the
              Securities or upon the other indenture securities when and
              as such principal or interest becomes due and payable;

         (2)  The term "other indenture securities" shall mean securities
              upon which a Security party is an obligor (as defined in
              the Trust Indenture Act of 1939) outstanding under any
              other indenture (A) under which the Trustee is also
              trustee, (B) which contains provisions substantially
              similar to the provisions of subsection (a) of this Section
              6.13, and (C) under which a default exists at the time of
              the apportionment of the funds and property held in said
              special account;

         (3)  The term "cash transaction" shall mean any transaction in
              which full payment for goods or securities sold is made
              within seven days after delivery of the goods or securities
              in currency or in checks or other orders drawn upon banks
              or bankers and payable upon demand;

         (4)  The term "self-liquidating paper" shall mean any draft,
              bill of exchange, acceptance or obligation which is made,
              drawn, negotiated or incurred by a Security party for the
              purpose of financing the purchase, processing, manufacture,
              shipment, storage or sale of goods, wares or merchandise
              and which is secured by documents evidencing title to,
              possession of, or a lien upon, the goods, wares or
              merchandise or the receivables or proceeds arising from the
              sale of the goods, wares or merchandise previously
              constituting the security; provided that the security is
              received by the Trustee simultaneously with the creation of
              the creditor relationship with such Security party arising
              from the making, drawing, negotiating or incurring of the
              draft, bill of exchange, acceptance or obligation.

         SECTION 6.14. Authenticating Agents.  There may, be 1 or more
Authenticating Agents appointed by the Trustee upon the request of the
Company with power to act on its behalf and subject to its direction in
the authentication and delivery of Securities of any series issued upon
exchange or transfer thereof as fully to all intents and purposes an
though any such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities of such series; provided, that the
Trustee shall have no liability to the Company for any acts or omissions
of the Authenticating Agent with respect to the authentication and
delivery of Securities of any


<PAGE>


                                  56


series.  Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United
States or of any State or Territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of at least $5,000,000 and being
subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority.  If such corporation publishes reports of
condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of this Section 6.14 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 an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect herein
specified in this Section.

         Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to
which any Authenticating Agent shall be a party, or any corporation
succeeding to the corporate trust business of any Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 6.14,
without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to
one or more or all series of Securities by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent with respect to one
or more or all series of Securities by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in
case at any time any Authenticating Agent shall cease to be eligible
under this Section 6.14, the Trustee may, and upon the request of the
Company shall, promptly appoint a successor Authenticating Agent with
respect to the applicable series eligible under this Section 6.14, shall
give written notice of such appointment to the Company and shall mail
notice of such appointment to an holders of the applicable series of
Securities as the names and addresses of such holders appear on the
Security register.  Any successor Authenticating Agent with respect to
all or any series upon acceptance of its appointment hereunder shall
become vested with all rights, powers, duties and responsi-


<PAGE>


                                  57


bilities with respect to such series of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

         The Trustee agrees to pay to any Authenticating Agent from time
to time reasonable compensation for its services, and the Trustee shall
be entitled to be reimbursed for such payments, subject to Section 6.06.
Any Authenticating Agent shall have no responsibility or liability for
any action taken by it as such in accordance with the directions of the
Trustee.




                         ARTICLE SEVEN.

                CONCERNING THE SECURITYHOLDERS.


         SECTION 7.01. Action by Securityholders.  Whenever in this
Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Securities of any or all series may
take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the holders
of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
such Securityholders in person or by agent or proxy appointed in writing,
or (b) by the record of such holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Eight,  or (c) by a combination
of such instrument or instruments and any such record of such a meeting
of such Securityholders.

         SECTION 7.02. Proof of Execution by Securityholders.  Subject to
the provisions of Section 6.01, 6.02 and 8.05, proof of the execution of
any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee.  The ownership of Securities shall
be proved by the Security register or by a certificate of the Security
registrar.

         The record of any Securityholders' meeting shall be proved in
the manner provided in Section 8.06.

         SECTION 7.03. Who Are Deemed Absolute Owners. Prior to due
presentment for registration of transfer of any Security, the Company,
the Trustee, any Authenticating Agent, any paying agent, any transfer
agent and any Security registrar may deem the person in whose name such


<PAGE>

                                  58


Security shall be registered upon the Security register to be, and may
treat him as, the absolute owner of such Security (whether or not such
Security shall be overdue) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such
Security and for all other purposes; and neither the Company nor the
Trustee nor any Authenticating Agent nor any paying agent nor any
transfer agent nor any Security registrar shall be affected by any notice
to the contrary.  All such payments so made to any holder for the time
being or upon his order shall be valid, and,  to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

         Section 7.04. Securities Owned by Company Deemed Not
Outstanding.  In determining whether the holders of the requisite
aggregate principal amount of Securities have concurred in any direction.
consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities or by any person directly
or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of
any such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver, only Securities which the Trustee knows are so owned
shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this
Section 7.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Securities and that the pledgee
is not the Company or any such other obligor or person directly or
indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor.  In the case
of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.

         SECTION 7.05. Revocation of Consents; Future Holders Bound.  At
any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of
the percentage in aggregate principal amount of the Security specified in
this Indenture in connection with such action, any holder of a Security
(or any Security, issued in whole or in part in exchange or substitution
therefor) the serial number of which is shown by the evidence to be
included in the Securities the Holders of which have consented to such
action may by filing written notice with the Trustee at its principal
office and upon proof of holding as


<PAGE>

                                  59


provided in Section 7.02, revoke such action so far as concerns such
Security (or so far as concerns the principal amount represented by any
exchanged or substituted Security).  Except as aforesaid any such
action taken by the holder of any Security shall be conclusive and
binding upon such holder and upon all future holders and owners of such
Security, and of any Security issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto
is made upon such Security or any Security issued in exchange or
substitution therefor.



                          ARTICLE EIGHT.

                  SECURITYHOLDERS' MEETINGS.


         SECTION 8.01.  Purposes of Meetings.  A meeting of
Securityholders of any or all series may be called at any time and from
time to time pursuant to the provisions of this Article Eight for any of
the following purposes:

         (a)  to give any notice to the Company or to the Trustee, or to
              give any directions to the Trustee, or to consent to the
              waiving of any default hereunder and its consequences, or
              to take any other action authorized to be taken by
              Securityholders pursuant to any of the provisions of
              Article Five;

         (b)  to remove the Trustee and nominate a successor trustee
              pursuant to the provisions of Article Six;

         (c)  to consent to the execution of an indenture or indentures
              supplemental hereto pursuant to the Provisions of Section
              9.02; or

         (d)  to take any other action authorized to be taken by or on
              behalf of the holders of any specified aggregate principal
              amount of such Securities under any other provision of this
              Indenture or under applicable law.

         SECTION 8.02. Call of Meetings by Trustee.  The Trustee may at
any time call a meeting of Securityholders of any or all series to take
any action specified in Section 8.01, to be held at such time and at such
place in the Borough of Manhattan,  The City of New York, as the Trustee
shall determine.  Notice of every meeting of the Securityholders of any
or all series, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall
be mailed to holders of Securities of each series affected at their
addresses as they shall


<PAGE>

                                  60


appear on the Securities of each series affected register.  Such notice
shall be mailed not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

         SECTION 8.03. Call of Meetings by Company or Securityholders.
In case at any time the Company pursuant to a resolution of the Board of
Directors, or the holders of at least 10% in aggregate principal amount
of the Securities of any or all series, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written
request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of
such meeting within 20 days after receipt of such request, then the
Company or such Securityholders may determine the time and the place in
said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

         SECTION 8.04. Qualifications for Voting.  To be entitled to vote
at any meeting of Securityholders a person shall (a) be a holder of one
or more Securities with respect to which the meeting is being held or (b)
a person appointed by an instrument in writing as proxy by a holder of
one or more such Securities.  The only persons who shall be entitled to
be present or to speak at any meeting of Securityholders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

         SECTION 8.05. Regulations.  Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it
may deem advisable for any meeting of Securityholders, in regard to proof
of the holding of Securities and of the appointment of proxies, and in
regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the
meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Securityholders as provided in Section 8.03,
in which case the Company or the Securityholders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman.  A
permanent chairman


<PAGE>

                                  61


and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.

         Subject to the provisions of Section 7.04, at any meeting each
holder of Securities with respect to which such meeting is being held or
proxy therefor shall be entitled to 1 vote for each $1,000 principal
amount (in the case of Original Issue Discount Securities, such principal
amount to be determined as provided in the definition "outstanding") of
Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman of the meeting to
be not outstanding.  The chairman of the meeting shall have no right to
vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf
of other Securityholders.  Any meeting of Securityholders duly called
pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting
a quorum, and the meeting may be held as so adjourned without further
notice.

         SECTION 8.06. Voting.  The vote upon any resolution submitted to
any meeting of holders of Securities with respect to which such meeting
is being held shall be by written ballots on which shall be subscribed
the signatures of such holders or of their representatives by proxy and
the serial number or numbers of the Securities held or represented by
them.  The permanent chairman of the meeting shall appoint 2 inspectors
of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the
meeting.  A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by
1 or more persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02.  The record shall show the serial numbers of
the Securities voting in favor of or against any resolution.  The record
shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and 1 of the duplicates shall be delivered
to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.


<PAGE>

                                  62


         Any record so signed and verified shall be conclusive evidence
of the matters therein stated.



                          ARTICLE NINE.

                   SUPPLEMENTAL INDENTURES.


         SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.  The Company when authorized by a resolution of the
Board of Directors, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto for 1 or more
of the following purposes:

         (a)  to evidence the succession of another corporation to the
              Company, or successive successions, and the assumption by
              the successor corporation of the covenants, agreements and
              obligations of the Company pursuant to Article Ten hereof,

         (b)  to add to the covenants of the Company such further
              covenants, restrictions or conditions for the protection 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 for the benefit of such series) as the Board
              of Directors and the Trustee shall consider to be for the
              protection of the holders of such Securities, and to make
              the occurrence, or the occurrence and continuance, of a
              default in any of such additional covenants, restrictions
              or conditions a default or 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,
              restriction or condition 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 enforcement upon such default or may limit the
              remedies available to the Trustee upon such default;

         (c)  to provide for the issuance under this Indenture of
              Securities in coupon form (including Securities registrable
              as to principal only) and to provide for exchangeability of
              such Securities with the Securities issued hereunder in
              fully registered form and to make all appropriate changes
              for such purpose;

<PAGE>

                                  63


         (d)  to secure the Securities pursuant to the requirements of
              Section 10.03 or otherwise; or

         (e)  to cure any ambiguity or to correct or supplement any
              provision contained herein or in any supplemental indenture
              which may be defective or inconsistent with any other
              provision contained herein or in any supplemental
              indenture, or to make such other provisions in regard to
              matters or questions arising under this Indenture; provided
              that any such action shall not adversely affect the
              interests of the holders of the Securities;

         (f)  to establish the form or terms of Securities of any series
              as permitted by Section 2.01 and 2.03, including, without
              limitation, any terms relating to the issuance, exchange,
              registration or transfer of Securities issued in whole or
              in part in the form of one or more global Securities and
              the payment of any principal thereof, or interest or
              premium, if any, thereon; and

         (g)  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 6.11.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Any supplemental indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

         SECTION 9.02. Supplemental Indentures with Consent of
Securityholders.  With the consent (evidenced as provided in Section
7.01) of the holders of not less than 66 2/3% in aggregate principal
amount of the Securities at the time outstanding of all series affected
by such supplemen-


<PAGE>

                                  64


tal indenture (voting as a class), the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to
time and at any time 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 any
supplemental indenture or of modifying in any manner the rights of the
holders of the Securities of each series so 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 provided in the Securities, or reduce the
amount of the principal of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.01 or the amount thereof provable in bankruptcy pursuant to
Section 5.02, 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, without the consent of the holder of each
Security so affected, or (ii) reduce the aforesaid percentage of
Securities the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of each
Security then affected.

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

         Upon the request of the Company accompanied by a copy of a
resolution of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


<PAGE>


                                  65


         It shall not be necessary for the consent of the Securityholders
under this Section 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.  Any supplemental indenture executed pursuant to
the provisions of this Article Nine shall comply with the Trust
Indenture Act of 1939, as then in effect.  Upon the execution of any
supplemental indenture pursuant to the provisions of this Article Nine,
this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Securities of each series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.

         SECTION 9.04. Notation on Securities.  Securities of any series
authenticated and delivered after the execution of any supplemental
indenture affecting such series pursuant to the provisions of this
Article Nine may bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture.  If the Company
or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities of any series then outstanding.

         SECTION 9.05.  Evidence of Compliance of Supplemental Indenture
to be Furnished Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, may receive an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article
Nine.


<PAGE>


                                  66



                          ARTICLE TEN.

      CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

         SECTION 10.01. Company May Consolidate, etc., on Certain Terms.
The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

         (1)  the corporation formed by such consolidation or into which
              the Company is merged or the Person which acquires by
              conveyance or transfer the properties and assets of the
              Company substantially as an entirety shall be a corporation
              organized and existing under the laws of the United States
              of America or any State or the District of Columbia, and
              shall expressly assume, by an indenture supplemental
              hereto, executed and delivered to the Trustee, in form
              satisfactory to the Trustee, the due and punctual payment
              of the principal of and premium, if any, and interest on
              all the Securities and the performance and observance of
              every covenant or condition of this Indenture on the part
              of the Company to be performed or observed;

         (2)  immediately after giving effect to such transaction, no
              Event of Default, and no event which, after notice or lapse
              of time, or both, would become an Event of Default, shall
              have happened and be continuing; and

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

         SECTION 10.02.  Successor Corporation to be Substituted for
Company.  In case of any such consolidation, merger, conveyance or
transfer and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of
the principal of and premium, if any, and interest on all of the
Securities and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed or
observed by the Company, such successor corporation shall succeed to and
be substituted for the Company, with the same effect as if it had been
named herein an the party of the first part, and the Company thereupon
shall be relieved of any further liability or obligation hereunder or
upon the Securities.  Such successor corporation there-


<PAGE>


                                  67


upon may cause to be signed, and may issue either in its own name or in
the name of Phillips Petroleum Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee or the Authenticating Agent;
and, upon the order of such successor corporation instead of the Company
and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall
authenticate and deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee or the
Authenticating Agent for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered
to the Trustee or the Authenticating Agent 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 Indentures had been issued at the date of the execution hereof.

         SECTION 10.03.  Securities to be Secured in Certain Events.  If,
upon any such consolidation or merger of the Company, or upon any such
conveyance or transfer of the property and assets of the Company
substantially as an entirety or upon any consolidation or merger of any
Restricted Subsidiary with or into any other Subsidiary, or upon any
conveyance or transfer of the property and assets of any Restricted
Subsidiary substantially as an entirety to any other Subsidiary, any
Restricted Property of the Company or any Restricted Subsidiary or any
shares of stock or indebtedness of any Restricted Subsidiary owned
immediately prior thereto would thereupon become subject to any Mortgage
(other than Mortgages which would be permitted under Section 3.05 without
the Company's having to secure the Securities equally and ratably), the
Company, prior to any such consolidation, merger, conveyance or transfer,
will by indenture supplemental hereto secure the Securities (together
with, if the Company shall so determine, any other indebtedness of the
Company or such Restricted Subsidiary then existing or thereafter created
ranking on a parity with the Securities) by a direct lien on such
Restricted Property, shares of stock or indebtedness, prior to all liens
other than any theretofore existing thereon.

         SECTION 10.04. Opinion of Consul to be Given Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive
an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and any assumption, permitted or required
by the terms of this Article Ten complies with the provisions of this
Article Ten.


<PAGE>


                                  68


                         ARTICLE ELEVEN.

             SATISFACTION AND DISCHARGE OF INDENTURE.

         SECTION 11.01. Discharge of Indenture.  When (a) the Company
shall deliver to the Trustee for cancellation all Securities theretofore
authenticated (other than any Securities which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in
Section 2.08) and not theretofore cancelled, or (b) all the Securities
not theretofore cancelled or delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due
and payable within 1 year or are to be called for redemption within 1
year under arrangements satisfactory to the Trustee for the giving of
notice of redemption, and the Company shall deposit with the Trustee, in
trust, funds sufficient to pay at maturity or upon redemption all
of the Securities (other than any Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) not theretofore cancelled or delivered to the
Trustee for cancellation, including principal and premium, if any, and
interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of, and premium, if any, or interest
on the Securities (1) theretofore repaid to the Company in accordance
with the provisions of Section 11.04, or (2) paid to any State or to the
District of Columbia pursuant to its unclaimed property or similar laws,
and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect, and the Trustee, on demand of the Company
accompanied by any Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any costs
or expenses thereafter reasonably and property incurred by the Trustee in
connection with this Indenture or the Securities.

         SECTION 11.02. Deposited Moneys and U.S. Government Obligations
to be Held in Trust by Trustee.  Subject to the provisions of Section
11.04, all moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.05 shall be held in trust and
applied by it to the payment, either directed or through any paying agent
(including the Company if acting as its own paying agent), to the holders
of the particular Securities for the payment of which such moneys or U.S.
Government


<PAGE>


                                  69

Obligations have been deposited with the Trustee, of all sums due and to
become due thereon for principal, premium, if any, and interest.

         SECTION 11.03. Paying Agent to Repay Moneys Held.  Upon the
satisfaction and discharge of this Indenture all moneys then held by any
paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability
with respect to such moneys.

         SECTION 11.04. Return of Unclaimed Moneys.  Any moneys deposited
with or paid to the Trustee or any paying agent for payment of the
principal of, and premium, if any, or interest on Securities and not
applied but remaining unclaimed by the holders of Securities for 3 years
after the date upon which the principal of, and premium, if any, or
interest on such Securities, as the case may be, shall have become due
and payable, shall be repaid to the Company by the Trustee or such paying
agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company for any payment which such holder may
be entitled to collect and all liability of the Trustee or such paying
agent with respect to such moneys shall thereupon cease.

         SECTION. 11.05. Defeasance Upon Deposit of Moneys or U.S.
Government Obligations.  At the Company's option, either (a) the Company
shall be deemed to have been Discharged (as defined below) from its
respective obligations with respect to any series of Securities on the
91st day after the applicable conditions set forth below have been
satisfied or (b) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Sections 3.05,
3.06, 10.01 and 10.03 with respect to any series of Securities at any
time after the applicable conditions set forth below have been satisfied:



         (1)  The Company shall have deposited or caused to be deposited
              irrevocably with the Trustee or the Defeasance Agent (as
              defined below) as trust funds in trust, specifically
              pledged as security for, and dedicated solely to, the
              benefit of the holders of the Securities of such series (i)
              money in an amount, or (ii) U.S. Government Obligations
              which through the payment of interest and principal in
              respect thereof in accordance with their terms will
              provide, not later than one day before the due date of any
              payment, money in an amount, or (iii) a combination of (i)
              and (ii), sufficient, in the opinion (with respect to (ii)
              and (iii)) of a nationally recognized firm of independent
              public


<PAGE>

                                  70

              accountants expressed in a written certification thereof
              delivered to the Trustee and the Defeasance Agent, if any,
              to pay and discharge each installment of principal
              (including any mandatory sinking fund payments) of, and
              interest and premium, if any, on, the outstanding
              Securities of such series on the dates such installments of
              principal, interest or premium are due;

         (2)  if the Securities of such series are then listed on any
              national securities exchange, the Company shall have
              delivered to the Trustee and the Defeasance Agent, if any,
              an Opinion of Counsel to the effect that the exercise of
              the option under this Section 11.05 would not cause such
              Securities to be delisted from such exchange;

         (3)  no Event of Default or event which with notice or lapse of
              time would become an Event of Default with respect to the
              Securities of such series shall have occurred and be
              continuing on the date of such deposit; and

         (4)  the Company shall have delivered to the Trustee and the
              Defeasance Agent, if any, an Opinion of Counsel to the
              effect that holders of the Securities of such series will
              not recognize income, gain or loss for United States
              Federal income tax purposes as a result of the exercise of
              the option under this Section 11.05 and will be subject to
              United States Federal income tax on the same amount and in
              the same manner and at the same times an would have been
              the case if such option had not been exercised, and, in the
              case of the Securities of such series being Discharged,
              such opinion shall be accompanied by a private letter
              ruling to that effect received from the United States
              Internal Revenue Service or a revenue ruling pertaining to
              a comparable form of transaction to that effect published
              by the United States Internal Revenue Service.

         "Discharged" means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations
under, the Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except (A) the rights of
holders of Securities of such series to receive, from the trust fund
described in clause (1) above, payment of the principal of and the
interest and premium, if any, on such Securities when such payments are
due; (B) the Company's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.02 and 11.04;


<PAGE>


                                  71


and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

         "Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the
obligations of the Trustee necessary to enable the Trustee to act
hereunder.  In the event such a Defeasance Agent is appointed pursuant to
this section, the following conditions shall apply:

         1.  The Trustee shall have approval rights over the document
             appointing such Defeasance Agent and the document setting
             forth such Defeasance Agent's rights and responsibilities;

         2.  The Defeasance Agent shall provide verification to the
             Trustee acknowledging receipt of sufficient money and/or
             U.S. Government Obligations to meet the applicable
             conditions set forth in this Section 11.05;

         3.  The Trustee shall determine whether the Company shall be
             deemed to have been Discharged from its respective
             obligations with respect to any series of Securities or
             whether the Company shall cease to be under any obligation
             to comply with any term, provision or condition set forth in
             Sections 3.05, 3.06, 10.01 and 10.03 with respect to any
             series of Securities.



                          ARTICLE TWELVE.

            IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                     OFFICERS AND DIRECTORS.


         SECTION 12.01. Indenture and Securities Solely Corporate
Obligations.  No recourse for the payment of the principal of or premium,
if any, or interest on any Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture, or in any Security, 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 of the
Company, either directly or through the Company or any successor
corporation of the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of,


<PAGE>


                                  72


and as a consideration for, the execution of this Indenture and the issue
of the Securities.



                        ARTICLE THIRTEEN.

                    MISCELLANEOUS PROVISIONS.

         SECTION 13.01. Successors.  All the covenants, stipulations,
promises and agreements in this Indenture contained by the Company shall
bind its successors and assigns whether so expressed or not.

         SECTION 13.02. Official Acts by Successor Corporation.  Any act
or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company
shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

         SECTION 13.03. Addresses for Notices, etc.  Any notice or demand
which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities on the
Company may be given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the
purpose) to the Company, 630 Fifth Avenue, Suite 1970, New York, N.Y.,
10111, Attention: Manager, Investor Relations, Phillips Petroleum
Company.  Any notice, direction, request or demand by any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if given or made in writing at the office of the
Trustee, addressed to the Trustee, 231 South LaSalle Street, 7th Floor,
Chicago, Illinois 60697, Attention: Corporate Trust Division.

         SECTION 13.04.  New York Contract.  This Indenture and each
Security shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State.

         SECTION 13.05. Evidence of Compliance with Conditions Precedent.
Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with
and an Opinion of


<PAGE>

                                  73


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

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement
that the person making such certificate or opinion has read such covenant
or condition, (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that,
in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied
with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 13.06. Legal Holidays.  In any case where the date of
payment of interest on or principal of the Securities will be in The City
of New York,  New York or Chicago, Illinois a legal holiday or a day on
which banking institutions are authorized by law to close, the payment of
such interest on or principal of the Securities need not be made on such
date but may be made on the next succeeding day not in either City a
legal holiday or a day on which banking institutions are authorized by
law to close, with the same force and effect as if made on the date of
payment and no interest shall accrue for the period from and after such
date.

         SECTION 13.07. Trust Indenture Act to Control.  If and to the
extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is
required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision
shall control.

         SECTION 13.08. Table of Contents, Headings, etc.  The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not
to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

         SECTION 13.09. Execution in Counterparts.  This Indenture may be
executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the
same instrument.


<PAGE>


                                  74



                        ARTICLE FOURTEEN.

            REDEMPTION OF SECURITIES - MANDATORY AND
                    OPTIONAL SINKING FUND.


         SECTION 14.01 Applicability of Article.  The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.

         SECTION 14.02. Notice of Redemption; Selection of Securities.
In case the Company shall desire to exercise the right to redeem all, or,
as the case may be, any part of the Securities of any series in
accordance with their terms, it shall fix a date for redemption and shall
mail a notice of such redemption at least 30 and not more than 60 days
prior to the date fixed for redemption to the holders of Securities of
such series so to be redeemed as a whole or in part at their last
addresses as the same appear on this Security register.  Such mailing
shall be by first class mail.  The notice if mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice.  In any case, failure to give
such notice by mail or any defect in the notice to the holder of any
Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of
any other Security of such series.

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which Securities of such series are
to be redeemed,. the place or places of payment, that payment will be
made upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid an specified in
said notice, and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue.  If less than all
the Securities of such series are to be redeemed the notice of redemption
shall specify, the numbers of the Securities of that series to be
redeemed.  In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or
Securities of that series in principal amount equal to the unredeemed
portion thereof will be issued.


<PAGE>


                                  75


         Prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit
with the Trustee or with 1 or more paying agents an amount of money
sufficient to redeem on the redemption date all the Securities so called
for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.

         If less than all the Securities of a series are to be redeemed,
the Company will give the Trustee notice not less than 60 days prior to
the redemption date as to the aggregate principal amount of Securities of
that series to be redeemed and the Trustee shall select, in such manner
as in its sole discretion it shall deem appropriate and fair, the
Securities of that series or portions thereof (in integral multiples of
$1,000, except as otherwise set forth in the applicable form of Security)
to be redeemed.

         SECTION 14.03. Payment of Securities Called for Redemption.  If
notice of redemption has been given as provided in Section 14.02 or
Section 14.04, the Securities or portions of Securities of the series
with respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such notice at
the applicable redemption price, together with interest accrued to the
date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities
or portions of Securities of any series so called for redemption shall
cease to accrue.  On presentation and surrender of such Securities at a
place of payment specified in said notice, the said Securities or the
specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon
to the date fixed for redemption.

         Upon presentation of any Security of any series redeemed in part
only, the Company shall execute and the Trustee shall authenticate and
deliver to the holder thereof, at the expense of the Company, a new
Security or Securities of such series of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so
presented.

         SECTION 14.04. Mandatory and Optional Sinking Fund.  The minimum
amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an


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                                  76


         "optional sinking fund payment".  The last date on which any
such payment may be made is herein referred to as a "sinking fund payment
date".

         In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company
may at its option (a) deliver to the Trustee Securities of that series
theretofore purchased by the Company and (b) may apply as a credit
Securities of that series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of optional sinking fund payments pursuant to the next
succeeding paragraph, in each case in satisfaction of all or any part of
any mandatory sinking fund payment, provided that such Securities have
not been previously so credited.  Each such Security so delivered or
applied as a credit shall be credited at the sinking fund redemption
price for such Securities and the amount of any mandatory sinking fund
shall be reduced accordingly.  If the Company intends so to deliver or
credit such Securities with respect to any mandatory sinking fund payment
it shall deliver to the Trustee at least 60 days prior to the next
succeeding sinking fund payment date for such series (a) a certificate
signed by the Treasurer or an Assistant Treasurer of the Company
specifying the portion of such sinking fund payment, if any, to be
satisfied by payment of cash and the portion of such sinking fund
payment, if any, which is to be satisfied by delivering and crediting
such Securities and (b) any Securities to be so delivered.  All
Securities so delivered to the Trustee shall be cancelled by the Trustee
and no Securities shall be authenticated in lieu thereof if the Company
fails to deliver such certificate and Securities at or before the time
provided above, the Company shall not be permitted to satisfy any portion
of such mandatory sinking fund payment by delivery or credit of
Securities.

         At its option the Company may pay into the sinking fund for the
retirement of Securities of any particular series, on or before each
sinking fund payment date for such series, any additional sum in cash as
specified by the terms of such series of Securities.  If the Company
intends to exercise its right to make any such optional sinking fund
payment, it shall deliver to the Trustee at least 60 days prior to the
next succeeding sinking fund payment date for such Series a certificate
signed by the Treasurer or an Assistant Treasurer of the Company stating
that the Company intends to exercise such optional right and specifying
the amount which the Company intends to pay on such sinking fund payment
date.  If the Company fails to deliver such certificate at or before the
time provided above, the Company shall not be permitted to make any
optional sinking fund payment with


<PAGE>


                                  77


respect to such sinking fund payment date.  To the extent that such right
is not exercised in any year it shall not be cumulative or carried
forward to any subsequent year.

         If the sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request) with respect to the Securities of any
particular series, it shall be applied by the Trustee or 1 or more paying
agents on the next succeeding sinking fund payment date to the redemption
of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption.  The
Trustee shall select, in the manner provided in Section 14.02, for
redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may
be, and the Trustee shall, at the expense and in the name of the Company,
thereupon cause notice of redemption of Securities of such series to be
given in substantially the manner and with the effect provided in
Sections 14.02 and 14.03 for the redemption of Securities of that series
in part at the option of the Company, except that the notice of
redemption shall also state that the Securities of such series are being
redeemed for the sinking fund.  Any sinking fund moneys not so applied or
allocated by the Trustee or any paying agent to the redemption of
Securities of that series shall be added to the next cash sinking fund
payment received by the Trustee or such paying agent and, together with
such payment, shall be applied in accordance with the provisions of this
Section 14.04.  Any and all sinking fund moneys held by the Trustee or
any paying agent on the maturity date of the Securities of any particular
series, and not held for the payment or redemption of particular
Securities of such series, shall be applied by the Trustee or such paying
agent, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the
Securities of that series at maturity.

         On or before each sinking fund payment date, the Company shall
pay to the Trustee or to 1 or more paying agents in cash a sum equal to
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date pursuant to this
Section.

         Neither the Trustee nor any paying agent shall redeem any
Securities of a series with sinking fund moneys, and the Trustee shall
not mail any notice of redemption of Securities for such series by
operation of the sinking fund, during the continuance of a default in
payment of interest on


<PAGE>


                                  78


such Securities or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph), except that if the
notice of redemption of any Securities shall theretofore have been mailed
in accordance with the provisions hereof, the Trustee or any paying agent
shall redeem such Securities if cash sufficient for that purpose shall be
deposited with the Trustee or such paying agent for that purpose in
accordance with the terms of this Article Fourteen.  Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such
default or Event of Default shall occur and any moneys thereafter paid
into the sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of all such
Securities; provided, however, that in case such Event of Default or
default, shall have been cured or waived as provided herein, such moneys
shall thereafter be applied on the next succeeding sinking fund payment
date on which such moneys may be applied pursuant to the provisions of
this Section 14.04.

         CONTINENTAL BANK, NATIONAL ASSOCIATION hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.


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                                  79


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


                                           PHILLIPS PETROLEUM COMPANY
                                                    Issuer

                                             By   /s/ J.J. Mulva
                                               ----------------------

[CORPORATE SEAL]
Attest:

/s/ Terry B. Nance
---------------------
 Assistant Secretary


                                           CONTINENTAL BANK, NATIONAL
                                             ASSOCIATION
                                                   Trustee

                                             By  /s/ A.H. Lenters
                                               -----------------------


[CORPORATE SEAL]
Attest:

/s/ Debra DeLovey
---------------------
 Trust Officer



<PAGE>



                                  80



STATE OF OKLAHOMA   | ss.:
COUNTY OF WASHINGTON|




         On the 14th day of November, 1990, before me personally came
J.J. Mulva, to me known, who, being by me duly sworn, did depose and say
that he resides at BARTLESVILLE, OKLAHOMA; that he is a Vice President,
Treasurer and Chief Financial Officer of PHILLIPS PETROLEUM COMPANY, one
of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate 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/ Ann J. Anderson
                                    -------------------------
                                          Notary Public


My Commission expires: January 6, 1994

[ NOTARIAL SEAL ]


STATE OF ILLINOIS| ss.:
COUNTY OF COOK   |


         On the 15th day of November 1990, before me personally came A.H.
Lenters, to me known, who, being by me duly sworn, did depose and say
that he resides at Chicago, Illinois; that he is an Vice President of
Continental Bank, National Association, one of the corporations described
in and which executed the above instrument; that he knows the corporate
seal of said corporation; that the seal affixed to the said instrument is
such corporate 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/ V. Washington
                                    ------------------------
                                          Notary Public


[ NOTARIAL SEAL ]

   -----------------------------------
  |        "OFFICIAL SEAL"            |
  |         V. WASHINGTON             |
  | NOTARY PUBLIC, STATE OF ILLINOIS  |
  |  MY COMMISSION EXPIRES 9-20-92    |
  ------------------------------------


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