Exhibit 4.1





                             KMART CORPORATION,
                                   Issuer




                                    AND


                           THE BANK OF NEW YORK,
                                  Trustee


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



                                 INDENTURE

                       Dated as of December 13, 1999


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



                           Senior Debt Securities









                           CROSS-REFERENCE TABLE*


    Section of
Trust Indenture Act                                             Section of
of 1939, as amended                                             Indenture
-------------------                                            -----------


310(a)........................................................ 7.09
310(b)........................................................ 7.08
                                                               7.10
310(c)........................................................ Inapplicable
311(a)........................................................ 7.13
311(b)........................................................ 7.13
311(c)........................................................ Inapplicable
312(a)........................................................ 5.01
                                                               5.02(a)
312(b)........................................................ 5.02(c)
312(c)........................................................ 5.02(c)
313(a)........................................................ 5.04(a)
313(b)........................................................ 5.04(b)
313(c)........................................................ 5.04(a)
                                                               5.04(b)
313(d)........................................................ 5.04(c)
314(a)........................................................ 4.06
                                                               5.03
314(b)........................................................ Inapplicable
314(c)........................................................ 13.07
314(d)........................................................ Inapplicable
314(e)........................................................ 13.07
314(f)........................................................ Inapplicable
315(a)........................................................ 7.01
315(b)........................................................ 7.14
315(c)........................................................ 7.01(a)
315(d)........................................................ 7.01(b)
315(e)........................................................ 6.07
316(a)........................................................ 6.06
                                                               8.04
316(b)........................................................ 6.04
316(c)........................................................ 8.01
317(a)........................................................ 6.02
317(b)........................................................ 4.03
318(a)........................................................ 13.09

-----------
*        This Cross-Reference Table does not constitute part of the
         Indenture and shall not have any bearing on the interpretation of
         any of its terms or provisions.


<TABLE>
<CAPTION>

                                    TABLE OF CONTENTS*


                                        ARTICLE I.

                                        DEFINITIONS

<S>                   <C>                                                                 <C>
SECTION 1.01          Definitions of Terms.................................................1
                      Affiliate............................................................1
                      Authenticating Agent.................................................2
                      Bankruptcy Law.......................................................2
                      Board of Directors...................................................2
                      Board Resolution.....................................................2
                      Business Day.........................................................2
                      Certificate..........................................................2
                      Company..............................................................2
                      Corporate Trust Office...............................................2
                      Custodian............................................................2
                      Default..............................................................2
                      Depositary...........................................................2
                      Event of Default.....................................................3
                      Global Security......................................................3
                      Governmental Obligations.............................................3
                      herein", "hereof" and "hereunder.....................................3
                      Indenture............................................................3
                      Interest.............................................................3
                      Interest Payment Date................................................3
                      Officers' Certificate................................................4
                      Opinion of Counsel...................................................4
                      Original Issue Discount Security.....................................4
                      Outstanding..........................................................4
                      Person...............................................................4
                      Predecessor Security.................................................4
                      Responsible Officer..................................................4
                      Securities...........................................................5
                      Subsidiary...........................................................5
                      Trustee..............................................................5
                      Trust Indenture Act..................................................5
                      Voting Stock.........................................................5
                      Yield to Maturity....................................................5


                                        ARTICLE II.

                           ISSUE, DESCRIPTION, TERMS, EXECUTION,
                          REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01       Designation and Terms of Securities.....................................6
SECTION 2.02       Form of Securities and Trustee's Certificate............................8
SECTION 2.03       Denominations:  Provisions for Payment..................................8
SECTION 2.04       Execution and Authentication...........................................10
SECTION 2.05       Registration of Transfer and Exchange..................................12
SECTION 2.06       Temporary Securities...................................................13
SECTION 2.07       Mutilated, Destroyed, Lost or Stolen Securities........................13
SECTION 2.08       Cancellation...........................................................14
SECTION 2.09       Benefits of Indenture..................................................14
SECTION 2.10       Authenticating Agent...................................................15
SECTION 2.11       Global Securities......................................................15
SECTION 2.12       CUSIP Numbers..........................................................16
SECTION 2.13       .......................................................................17


                                       ARTICLE III.

                   REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01       Redemption.............................................................17
SECTION 3.02       Notice of Redemption...................................................17
SECTION 3.03       Payment Upon Redemption................................................18
SECTION 3.04       Sinking Fund...........................................................19
SECTION 3.05       Satisfaction of Sinking Fund Payments with Securities..................19
SECTION 3.06       Redemption of Securities for Sinking Fund..............................20


                                        ARTICLE IV.

                                     CERTAIN COVENANTS

SECTION 4.01       Payment of Principal, Premium and Interest.............................20
SECTION 4.02       Maintenance of Office or Agency........................................20
SECTION 4.03       Paying Agents..........................................................21
SECTION 4.04       Appointment to Fill Vacancy in Office of Trustee.......................22
SECTION 4.05       Compliance with Consolidation Provisions...............................22
SECTION 4.06       Statement by Officers as to Default....................................22
SECTION 4.07       Calculation of Original Issue Discount.................................23


                                        ARTICLE V.

                            SECURITYHOLDERS' LISTS AND REPORTS
                              BY THE COMPANY AND THE TRUSTEE

SECTION 5.01       Company to Furnish Trustee Names and Addresses of Securityholders......23
SECTION 5.02       Preservation of Information; Communications with Securityholders.......23
SECTION 5.03       Reports by the Company.................................................24
SECTION 5.04       Reports by the Trustee.................................................24


                                        ARTICLE VI.

                        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                    ON EVENT OF DEFAULT

SECTION 6.01       Events of Default......................................................25
SECTION 6.02       Collection of Indebtedness and Suits for Enforcement by Trustee........27
SECTION 6.03       Application of Moneys Collected........................................29
SECTION 6.04       Limitation on Suits....................................................29
SECTION 6.05       Rights and Remedies Cumulative; Delay or Omission Not Waiver...........30
SECTION 6.06       Control by Securityholders.............................................30
SECTION 6.07       Undertaking to Pay Costs...............................................31


                                       ARTICLE VII.

                                  CONCERNING THE TRUSTEE

SECTION 7.01       Certain Duties and Responsibilities of Trustee.........................31
SECTION 7.02       Certain Rights of Trustee..............................................33
SECTION 7.03       Trustee Not Responsible for Recitals or Issuance or Securities.........34
SECTION 7.04       May Hold Securities....................................................35
SECTION 7.05       Moneys Held in Trust...................................................35
SECTION 7.06       Compensation and Reimbursement.........................................35
SECTION 7.07       Reliance on Officers' Certificate......................................36
SECTION 7.08       Disqualification; Conflicting Interests................................36
SECTION 7.09       Corporate Trustee Required; Eligibility................................37
SECTION 7.10       Resignation and Removal; Appointment of Successor......................37
SECTION 7.11       Acceptance of Appointment By Successor.................................38
SECTION 7.12       Merger, Conversion, Consolidation or Succession to Business............40
SECTION 7.13       Preferential Collection of Claims Against the Company..................40
SECTION 7.14       Notice of Defaults.....................................................40


                                       ARTICLE VIII.

                              CONCERNING THE SECURITYHOLDERS

SECTION 8.01       Evidence of Action by Securityholders..................................41
SECTION 8.02       Proof of Execution by Securityholders..................................41
SECTION 8.03       Who May be Deemed Owners...............................................42
SECTION 8.04       Certain Securities Owned by Company Disregarded........................42
SECTION 8.05       Actions Binding on Future Securityholders..............................42


                                        ARTICLE IX.

                                  SUPPLEMENTAL INDENTURES

SECTION 9.01       Supplemental Indentures Without the Consent of Securityholders.........43
SECTION 9.02       Supplemental Indentures With Consent of Securityholders................44
SECTION 9.03       Effect of Supplemental Indentures......................................45
SECTION 9.04       Securities Affected by Supplemental Indentures.........................45


                                        ARTICLE X.

                                   SUCCESSOR CORPORATION

SECTION 10.01      Company May Consolidate, Etc...........................................46
SECTION 10.02      Successor Substituted..................................................47
SECTION 10.03      Evidence of Consolidation, Etc. to Trustee.............................47


                                        ARTICLE XI.

                                SATISFACTION AND DISCHARGE

SECTION 11.01      Satisfaction and Discharge of Indenture................................47
SECTION 11.02      Discharge of Obligations...............................................48
SECTION 11.03      Deposited Moneys to be Held in Trust...................................49
SECTION 11.04      Payment of Moneys Held by Paying Agents................................49
SECTION 11.05      Repayment to Company...................................................49


                                       ARTICLE XII.

                     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                       AND DIRECTORS

SECTION 12.01      No Recourse............................................................50


                                       ARTICLE XIII.

                                 MISCELLANEOUS PROVISIONS

SECTION 13.01      Effect on Successors and Assigns.......................................50
SECTION 13.02      Actions by Successor...................................................50
SECTION 13.03      Notices................................................................51
SECTION 13.04      Notice to Holders of Securities; Waiver................................51
SECTION 13.05      Governing Law..........................................................51
SECTION 13.06      Effect of Headings and Table of Contents...............................52
SECTION 13.07      Compliance Certificates and Opinions...................................52
SECTION 13.08      Payments on Business Days..............................................52
SECTION 13.09      Conflict with Trust Indenture Act......................................52
SECTION 13.10      Counterparts...........................................................53
SECTION 13.11      Separability...........................................................53
SECTION 13.12      Assignment.............................................................53


----------
*        This Table of Contents does not constitute part of the Indenture
         and shall not have any bearing upon the interpretation of any of
         its terms or provisions.

</TABLE>


                  INDENTURE, dated as of December 13, 1999, among Kmart
Corporation, a Michigan corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee"):

                  WHEREAS, for its lawful corporate purposes, the Company
has duly authorized the execution and delivery of this Indenture to provide
for the issuance of unsecured debt securities (hereinafter referred to as
the "Securities"), in an unlimited aggregate principal amount to be issued
from time to time in one or more series as in this Indenture provided, as
registered Securities without coupons, to be authenticated by the
certificate of the Trustee;

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

                  NOW, THEREFORE, in consideration of the premises and the
purchase of the Securities by the holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the
holders of Securities:


                                 ARTICLE I.

                                DEFINITIONS

                  SECTION 1.01 Definitions of Terms.

                  The terms defined in this Section (except as in this
Indenture 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 and shall include the plural as well as the singular. All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended, or that are by reference in such Act defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities
Act as in force at the date of the execution of this instrument.

                  "Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with
power to vote 10% or more of the outstanding voting securities or other
ownership interests of the specified Person, (b) any Person 10% or more of
whose outstanding voting securities or other ownership interests are
directly or indirectly owned, controlled or held with power to vote by the
specified Person, (c) any Person directly or indirectly controlling,
controlled by, or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner, (e) any
officer or director of the specified Person, and (f) if the specified
Person is an individual, any entity of which the specified Person is an
officer, director or general partner.

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to
all or any series of the Securities by the Trustee pursuant to Section
2.10.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of such Board.

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

                  "Business Day" means, with respect to any series of
Securities, any day other than a day on which Federal or State banking
institutions in the Borough of Manhattan, The City of New York, are
authorized or obligated by law, executive order or regulation to close.

                  "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 13.07.

                  "Company" means Kmart Corporation, a corporation duly
organized and existing under the laws of the State of Michigan, and,
subject to the provisions of Article Ten, shall also include its successors
and assigns.

                  "Corporate Trust Office" means the office of the Trustee
at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 101
Barclay Street, 21st Floor West, New York, New York 10286.

                  "Custodian" means any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

                  "Default" means any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Depositary" means, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Deposi tory Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing
agency under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.01 or
2.11.

                  "Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, continued for the
period of time, if any, therein designated.

                  "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

                  "Governmental Obligations" means 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 a Person
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 that, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law)
such custo dian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

                  "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.

                  "Indenture" means this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms
hereof.

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

                  "Interest Payment Date", when used with respect to any
installment of interest on a Security of a particular series, means the
date specified in such Security or in a Board Resolu tion or in an
indenture supplemental hereto with respect to such series as the fixed date
on which an installment of interest with respect to Securities of that
series is due and payable.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the Vice Chairman, the President or any
Vice President and by the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such certificate shall include the statements
provided for in Section 13.07, if and to the extent required by the
provisions thereof.

                  "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.

                  "Original Issue Discount Security" means 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 6.01.

                  "Outstanding", when used with reference to Securities of
any series, means, subject to the provisions of Section 8.04, as of any
particular time, all Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to
the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations 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, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities paid pursuant to Section 2.07 or Securities in
lieu of or in substitution for which other Securities shall have been
authenti cated and delivered pursuant to the terms of Section 2.07.

                  "Person" means any individual, corporation, limited
liability company, partner ship, joint-venture, joint-stock company,
unincorporated organization or government or any agency or political
subdivision thereof.

                  "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security.

                  "Responsible Officer" when used with respect to the
Trustee means any corporate trust officer or any other officer or assistant
officer of the Trustee customarily performing func tions similar to those
performed by the Persons who at the time shall be such officers, respec
tively, or to whom any corporate trust matter is referred because of his or
her knowledge of and familiarity with the particular subject.

                  "Securities" means the debt Securities authenticated and
delivered under this Indenture.
                  "Securityholder," "holder of Securities," "registered
holder," or other similar term, means the Person or Persons in whose name
or names a particular Security shall be registered on the books of the
Company kept for that purpose in accordance with the terms of this
Indenture.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at
the time be owned, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries,
(ii) any general partnership, joint venture or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the
time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

                  "Trustee" means The Bank of New York, and, subject to the
provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

                  "Trust Indenture Act" means the Trust Indenture Act of
1939, as amended, subject to the provisions of Sections 9.01, 9.02, and
10.01, as in effect at the date of execution of this instrument.

                  "Voting Stock", as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of such
Person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.

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

                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

                  SECTION 2.01 Designation and Terms of Securities.

                  (a) The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized
by or pursuant to a Board Resolution of the Company or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate
of the Company, or established in one or more indentures supplemental
hereto:

                  (1) the title of the Security 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 that series that 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 that series);

                  (3) the date or dates on which the principal of the
         Securities of the series is payable;

                  (4) the rate or rates at which the Securities of the
         series shall bear interest or the manner of calculation of such
         rate or rates, if any;

                  (5) the place or places where payments with respect to
         the Securities of the series shall be payable;

                  (6) the date or dates from which such interest shall
         accrue, the Interest Payment Dates on which such interest will be
         payable or the manner of determination of such Interest Payment
         Dates and the record date for the determination of holders to whom
         interest is payable on any such Interest Payment Dates;

                  (7) the right, if any, to extend the interest payment
         periods and the duration of such extension;

                  (8) the period or periods within which, the price or
         prices at 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;

                  (9) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions (including payments made in cash in
         participation of future sinking fund obligations) or at the option
         of a holder thereof and the period or periods within which, the
         price or prices at which, and the terms and conditions upon which,
         Securities of the series shall be redeemed or purchased, in whole
         or in part, pursuant to such obligation;

                  (10) the form of the Securities of the series including
         the form of the Certificate of Authentication for such series;

                  (11) if other than denominations of one thousand U.S.
         dollars ($1,000) or any integral multiple thereof, the
         denominations in which the Securities of the series shall be
         issuable;

                  (12) the currency or currency units in which payment of
         the principal of and any premium and interest on the Securities of
         the series shall be payable;

                  (13) the terms pursuant to which the Securities of the
         series are subject to defeasance;

                  (14) the terms and conditions, if any, pursuant to which
         the Securities of the series are secured;

                  (15) whether any of the Securities of the series will be
         issuable in whole or in part in temporary or permanent global form
         or in the form of book-entry securities and, in such case, the
         identity for the Depositary for such series;

                  (16) if the Securities of the series will be convertible
         into shares of common stock or other securities of the Company
         and, if so, the terms and conditions upon which such Securities
         will be so convertible, including the conversion price, the
         conversion period and any provisions pursuant to which the number
         of shares of common stock or other securities of the Company to be
         received by the holders of such series of Securities would be
         subject to adjustment;

                  (17) if the amount of payments of principal of and any
         premium or interest on the Securities of the series may be
         determined with reference to an index, the manner in which such
         amounts shall be determined;

                  (18) 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 6.01;

                  (19) any additional or different Events of Default or
         restrictive covenants provided for with respect to the Securities
         of the series;

                  (20) any provisions granting special rights to holders
         when a specified event occurs;

                  (21) any special tax implications of the Securities of
         the series, including provisions for Original Issue Discount
         Securities, if offered; and

                  (22) any and all other terms with respect to such series
         (which terms shall not be inconsistent with the terms of this
         Indenture) including any terms which may be required by or
         advisable under United States laws or regulations or advisable in
         connec tion with the marketing of Securities of that series.

                  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 any such Board Resolution or in any indentures
supplemental hereto. All Securities of any one Series need not be issued at
the same time, and unless otherwise provided, a Series may be reopened for
issuances of additional Securities of such Series.

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

                  Securities of any particular series may be issued at
various times, with different dates on which the principal or any
installment of principal is payable, with different rates of interest, if
any, or different methods by which rates of interest may be determined,
with different dates on which such interest may be payable and with
different redemption dates. Unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

                  SECTION 2.02 Form of Securities and Trustee's
Certificate.

                  The Securities of any series and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more
indentures supplemental hereto or as provided in a Board Resolution of the
Company and as set forth in an Officers' Certificate of the Company and may
have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon
as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which Securities of that series may be
listed, or to conform to usage.

                  SECTION 2.03 Denominations: Provisions for Payment.

                  The Securities shall be issuable as registered Securities
and in the denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, subject to Section 2.01(11). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Unless otherwise provided pursuant
to Section 2.01, the principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States
of America that at the time is legal tender for public and private debt, at
the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York. Each Security shall
be dated the date of its authentication. Unless otherwise provided pursuant
to Section 2.01, interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

                  The interest installment on any Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date
for Securities of that series shall be paid to the Person in whose name
said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment.
In the event that any Security of a particular series or portion thereof is
called for redemption and the redemption date is subsequent to a regular
record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

                  (1) The Company may make payment of any Defaulted
         Interest on Securities to the Persons in whose names such
         Securities (or their respective Predecessor Securities) are
         registered at the close of business on a special record date for
         the payment of such Defaulted Interest, which shall be fixed in
         the following manner: the Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on
         each such Security and the date of the proposed payment, and at
         the same time the Company shall deposit with the Trustee an amount
         of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrange ments
         satisfactory to the Trustee for such deposit prior to the date of
         the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall
         fix a special record date for the payment of such Defaulted
         Interest which shall not be more than 15 nor less than 10 days
         prior to the date of the proposed payment and not less than 10
         days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of
         such special record date and, in the name and at the expense of
         the Company, shall cause notice of the proposed payment of such
         Defaulted Interest and the special record date therefor to be
         mailed, first class postage prepaid, to each Securityholder at his
         or her address as it appears in the Security Register (as
         hereinafter defined), not less than 10 days prior to such special
         record date. Notice of the proposed payment of such Defaulted
         Interest and the special record date therefor having been mailed
         as aforesaid, such Defaulted Interest shall be paid to the Persons
         in whose names such Securities (or their respective Predecessor
         Securities) are registered on such special record date and shall
         be no longer payable pursuant to the following clause (2).

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

                  Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the
terms of any series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a series of
Securities with respect to any Interest Payment Date for such series shall
mean either the fifteenth day of the month immediately preceding the month
in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the last day of the month immediately preceding the
month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date
is the fifteenth day of a month, whether or not such date is a Business
Day.

                  Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried
by such other Security.

                  SECTION 2.04 Execution and Authentication.

                  The Securities shall be signed on behalf of the Company
by its Chairman of the Board of Directors, the Vice Chairman, the President
or any Vice President, together with its Treasurer, or one of its Assistant
Treasurers, or its Secretary, or one of its Assistant Secretaries, under
its corporate seal which may, but need not be, attested by its Secretary or
one of its Assistant Secretaries. Signatures may be in the form of a manual
or facsimile signature. Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the date of
such Securities. The seal of the Company may be in the form of a facsimile
of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee.

                  A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating
Agent. Such signature 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.

                  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 the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of
such Securities, signed by its Chairman of the Board of Directors, the Vice
Chairman, the President, any Vice President, the Treasurer, or one of its
Assistant Treasurers, or its Secretary, or one of its Assistant
Secretaries, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.

                  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 7.01) shall be fully protected in relying upon, an Opinion of
Counsel stating:

                  (1) that the form of such Securities has been established
by a supplemental indenture or by or pursuant to a resolution of the Board
of Directors in accordance with Sections 2.01 and 2.02 and in conformity
with the provisions of this Indenture;

                  (2) that the terms of such Securities have been
established in accordance with Section 2.01 and in conformity with the
other provisions of this Indenture;

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

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

                  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immuni ties under the Securities
and this Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.

                  SECTION 2.05 Registration of Transfer and Exchange.

                  (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, the City and State of New York,
for other Securities of such series of authorized denominations, and for a
like aggregate principal amount, upon payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office
or agency shall deliver in exchange therefor the Security or Securities of
the same series that the Securityholder making the exchange shall be
entitled to receive, bearing numbers not contemporaneously outstanding.

                  (b) The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of Manhattan,
the City and State of New York, or such other location designated by the
Company a register or registers (herein referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times
shall be open for inspection by the Trustee. Unless otherwise specified in
a supplemental indenture, the Trustee is hereby appointed as "Security
Registrar" for the purpose of registering Securities and transfer of
Securities of each series.

                  Upon surrender for transfer of any Security at the office
or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities of the same series as the Security presented for a like
aggregate principal amount.

                  All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company
or the Security Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

                  (d) The Company shall not be required (i) to issue,
exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of less than all the Outstanding Securities of
the same series and ending at the close of business on the day of such
mailing, nor (ii) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption except the unredeemed
portion of any Securities of any series being redeemed in part. The
provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.

                  SECTION 2.06 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, litho graphed or typewritten) of
any authorized denomination. Such temporary Securities shall be
substantially in the form of the definitive Securities in lieu of which
they are issued, but with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in
exchange therefor (without charge to the holders), at the office or agency
of the Company designated for the purpose in the Borough of Manhattan, the
City and State of New York, and the Trustee shall authenticate and such
office or agency shall deliver in exchange for such temporary Securities an
equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive
Securities need not be executed and furnished until further notice from the
Company. Until so exchanged, the temporary Securities of such series shall
be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

                  SECTION 2.07 Mutilated, Destroyed, Lost or Stolen
                               Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and 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 the
applicant's 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 (including the fees
and expenses of the Trustee) connected therewith. In case any Security that
has matured or is about to mature 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
they may require to save them harmless, and, in case of destruction, loss
or theft, evidence to the satisfaction of the Company and the Trustee of
the destruction, loss or theft of such Security and of the ownership
thereof.

                  Every replacement Security issued pursuant to the
provisions of this Section shall constitute an additional contractual
obligation of the Company whether or not the mutilated, destroyed, lost or
stolen Security shall be found at any time, or be enforceable by anyone,
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 the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities,
and shall preclude (to the extent lawful) 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.

                  SECTION 2.08 Cancellation.

                  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 delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it,
and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture. On
request of the Company at the time of such surrender, the Trustee shall
deliver to the Company canceled Securities held by the Trustee. In the
absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures. If the Company shall otherwise
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 are delivered to the Trustee for
cancellation.

                  SECTION 2.09 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express
or implied, shall give or be construed to give to any Person, other than
the parties hereto and the holders of the Securities any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto
and of the holders of the Securities.

                  SECTION 2.10 Authenticating Agent.

                  So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee, with the consent of the Company, shall
have the right to appoint. Said Authenticating Agent shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series
issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each
Authenticating Agent shall be a corporation that has a combined capital and
surplus, as most recently reported or determined by it, sufficient under
the laws of any jurisdiction under which it is organized or in which it is
doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The
Trustee may at any time (and upon request by the Company shall) terminate
the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11 Global Securities.

                  (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are issuable as a Global
Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, such of the Outstanding Securities of
such series as shall be specified therein and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the
name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Deposi tary's instruction and
(iv) shall bear a legend substantially to the following effect: "Except as
otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary." Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the written request signed in the name of the Company, by the
Chairman of the Board of Directors, the Vice Chairman, the President or any
Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof to be delivered to the Trustee
pursuant to Section 2.04 or Section 2.06.

                  (b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not in part
and in the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

                  (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary
for such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to
Section 2.05, the Trustee will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply
to the Securities of such series. In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series
in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

                  SECTION 2.12 CUSIP Numbers

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


                                ARTICLE III.

            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                  SECTION 3.01 Redemption.

                  The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.

                  SECTION 3.02 Notice of Redemption.

                  (a) In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Securities of
any series in accordance with the right reserved so to do, the Company
shall, or shall cause the Trustee to, give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing, first
class postage prepaid, a notice of such redemption not less than 30 days
and not more than 90 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon
the Security Register unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or
not the registered holder receives the notice. In any case, failure duly to
give such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemp
tion of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

                  Each such notice of redemption shall identify the
Securities to be redeemed (including CUSIP numbers) and shall specify the
date fixed for redemption and the redemption price (or the manner of
calculation thereof) at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to
be redeemed will be made at the office or agency of the Company in the
Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after
said date interest will cease to accrue and that the redemption is for a
sinking fund, if such is the case. If less than all the Securities of a
series are to be redeemed, the notice to the holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed. In case any Security is to be redeemed in
part only, the notice that relates to such Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.

                  (b) The Company shall give the Trustee at least 45 days'
notice in advance of the date fixed for redemption (unless a shorter notice
is deemed satisfactory by the Trustee) as to the aggregate principal amount
of Securities of the series to be redeemed, and if less than all the
Securities of a series are to be redeemed, the Trustee shall select, by lot
or in such other manner as it shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple
thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Securities to
be redeemed, in whole or in part.

                  The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its Chairman of the Board
of Directors, the Vice Chairman, the President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in
the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such
paying agent, as the case may be, such Security Register, transfer books or
other records, or suitable copies or extracts therefrom, sufficient to
enable the Trustee or such paying agent to give any notice by mail that may
be required under the provisions of this Section.

                  SECTION 3.03 Payment Upon Redemption.

                  (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date
fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in
the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

                  (b) Upon presentation of any Security of such series that
is to be redeemed in part only, the Company shall execute and the Trustee
shall authenticate and the office or agency where the Security is presented
shall deliver to the holder thereof, at the expense of the Com pany, a new
Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.

                  SECTION 3.04 Sinking Fund.

                  The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

                  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 "optional sinking fund payment." If provided for by the
terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 3.05. Each
sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such series.

                  SECTION 3.05 Satisfaction of Sinking Fund Payments with
                               Securities.

                  The Company (i) may deliver Outstanding Securities of a
series (other than any Securities previously called for redemption) and
(ii) may apply as a credit Securities of a series that have been redeemed
either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series, provided that
such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the redemption
price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

                  SECTION 3.06 Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee
an Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers' Certificate, deliver
to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner
provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.


                                ARTICLE IV.

                             CERTAIN COVENANTS

                  SECTION 4.01 Payment of Principal, Premium and Interest.

                  The Company will duly and punctually pay or cause to be
paid the principal of and any premium and interest on the Securities of
that series at the time and place and in the manner provided herein and
established with respect to such Securities.

                  SECTION 4.02 Maintenance of Office or Agency.

                  So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency in the
Borough of Manhattan, the City and State of New York, with respect to each
such series and at such other location or locations as may be designated as
provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its Chairman of the Board of Directors, the Vice
Chairman, the President or any Vice President and delivered to the trustee,
designate some other office or agency for such purposes or any of them. If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, notices and demands.

                  SECTION 4.03 Paying Agents.

                  (a) If the Company shall appoint one or more paying
agents for all or any series of the Securities, other than the Trustee, the
Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

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

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

                  (3) that it will, at any time during the continuance of
         any failure referred to in the preceding paragraph (a)(2) above,
         upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such paying agent; and

                  (4) that it will perform all other duties of paying agent
         as set forth in this Indenture.

                  (b) If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date
of the principal of and any premium or interest on Securities of that
series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal and any
premium or interest so becoming due on Securities of that series until such
sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action. Whenever the Company shall have one or more paying agents for any
series of Securities, it will, prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with
the paying agent a sum sufficient to pay the principal and any premium or
interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

                  (c) Notwithstanding anything in this Section to the
contrary, (i) the agreement to hold sums in trust as provided in this
Section is subject to the provisions of Section 11.05, and (ii) the Company
may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any
paying agent to pay, to the Trustee all sums held in trust by the Company
or such paying agent, such sums to be held by the Trustee upon the same
terms and conditions as those upon which such sums were held by the Company
or such paying agent; and, upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability
with respect to such money.

                  SECTION 4.04 Appointment to Fill Vacancy in Office of
Trustee.

                  The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

                  SECTION 4.05 Compliance with Consolidation Provisions.

                  The Company will not, while any of the Securities remain
Outstanding, consoli date with, or merge into, or merge into itself, or
sell or convey all or substantially all of its property to any other
company unless the provisions of Article Ten hereof are complied with.

                  SECTION 4.06 Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date
hereof, a Certificate stating whether or not to the best knowledge of the
signer thereof the Company is in default in the performance and obser vance
of any of the terms, provisions and conditions of this Indenture, and if
the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

                  The Company shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company becomes aware
of the occurrence of any Event of Default or Default, an Officers'
Certificate setting forth the details of such Event of Default or Default
and the action which the Company proposes to take with respect thereto.

                  SECTION 4.07 Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of
original issue discount (including daily rates and accrual periods) accrued
on Outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time
to time.


                                 ARTICLE V.

                     SECURITYHOLDERS' LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

                  SECTION 5.01 Company to Furnish Trustee Names and
                               Addresses of Securityholders.

                  The Company will furnish or cause to be furnished to the
Trustee (a) semiannually on January 15 and July 15, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and (b)
at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such
list is furnished; provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the
Security Registrar.

                  SECTION 5.02 Preservation of Information; Communications
                               with Securityholders.

                  (a) The Trustee shall preserve, in as current a form as
is reasonably practica ble, all information as to the names and addresses
of the holders of Securities contained in the most recent list furnished to
it as provided in Section 5.01 and as to the names and addresses of holders
of Securities received by the Trustee in its capacity as Security Registrar
(if acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

                  (c) Securityholders may communicate as provided in
Section 312(b) of the Trust Indenture Act with other Securityholders with
respect to their rights under this Indenture or under the Securities. The
Company, the Trustee, the Security Registrar and anyone else shall have the
protection of Section 312(c) of the Trust Indenture Act.

                  SECTION 5.03 Reports by the Company.

                  (a) The Company covenants and agrees to file with the
Trustee, within 30 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; 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 the
Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section
13 of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regula tions.

                  (b) The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from to time by the Commission, such additional information,
documents and reports with respect to compliance by 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,
first class postage prepaid, or reputable over-night delivery service that
provides for evidence of receipt, to the Securityholders, as their names
and addresses 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 as may be required by rules and
regulations prescribed from time to time by the Commission.

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

                  SECTION 5.04 Reports by the Trustee.

                  (a) On or before June 1 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the preceding
April 1, if and to the extent required under Section 313(a) of the Trust
Indenture Act.

                  (b) The Trustee shall comply with Section 313(b) and
313(c) of the Trust Indenture Act.

                  (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so
listed) and also with the Commission. The Company agrees to promptly notify
the Trustee when any Securities become listed on any stock exchange or of
any delisting thereof.


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

                  SECTION 6.01 Events of Default.

                  (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the
following events that has occurred and is continuing:

                  (1) the Company defaults in the payment of any
         installment of interest upon any of the Securities of that series,
         as and when the same shall become due and payable, and continuance
         of such default for a period of 30 days; provided, however, that a
         valid extension of an interest payment period by the Company in
         accordance with the terms of any indenture supplemental hereto,
         shall not constitute a default in the payment of interest for this
         purpose;

                  (2) the Company defaults in the payment of the principal
         of (or premium, if any, on) any of the Securities of that series
         as and when the same shall become due and payable whether at
         maturity, upon redemption, by declaration or otherwise, or in any
         payment required by any sinking or analogous fund established with
         respect to that series;

                  (3) the Company fails to observe or perform any other of
         its covenants or agreements with respect to that series contained
         in this Indenture or otherwise established with respect to that
         series of Securities pursuant to Section 2.01 hereof (other than a
         covenant or agreement that has been expressly included in this
         Indenture solely for the benefit of one or more series of
         Securities other than such series) for a period of 90 days after
         the date on which written notice of such failure, requiring the
         same to be remedied and stating that such notice is a "Notice of
         Default" hereunder, shall have been given to the Company by the
         Trustee, by registered or certified mail, or to the Company and
         the Trustee by the holders of at least 25% in principal amount of
         the Securities of that series at the time Outstanding;

                  (4) if the Securities of the series are convertible into
         shares of common stock, failure by the Company to deliver common
         stock when the holder or holders of such Securities elect to
         convert such Securities into shares of common stock;

                  (5) the Company pursuant to or within the meaning of any
         Bankruptcy Law (i) commences a voluntary case, (ii) consents to
         the entry of an order for relief against it in an involuntary
         case, (iii) consents to the appointment of a Custodian of it or
         for all or substantially all of its property or (iv) makes a
         general assignment for the benefit of its creditors;

                  (6) a court of competent jurisdiction enters an order
         under any Bankruptcy Law that (i) is for relief against the
         Company in an involuntary case, (ii) appoints a Custodian of the
         Company for all or substantially all of their respective property,
         or (iii) orders the liquidation of the Company, and the order or
         decree remains unstayed and in effect for 90 days; or

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

                  (b) In each and every such case, unless the principal of
all the Securities of that 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 that series then
Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal (or,
if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of
such series) of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall
be immediately due and payable, notwithstand ing anything contained in this
Indenture or in the Securities of that series or established with respect
to that series pursuant to Section 2.01 to the contrary.

                  (c) At any time after the principal of the Securities of
that series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in
aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and
the principal of (and premium, if any, on) any and all Securities of that
series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
such payment is enforceable under applicable law, upon overdue installments
of interest, at the rate per annum or Yield to Maturity (in the case of
Original Issue Discount Securities) expressed in the Securities of that
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 the amount payable to the Trustee under Section 7.06, and (ii) any and
all Events of Default under the Indenture with respect to such series,
other than the non-payment of principal on Securities of that series that
(or, if any Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) shall not have
become due by their terms, shall have been remedied or waived as provided
in Section 6.06.

                  No such rescission and annulment shall extend to or shall
affect any subsequent default or impair any right consequent thereon.

                  (d) In case the Trustee shall have proceeded to enforce
any right with respect to Securities of that series under this Indenture
and such proceedings shall have been discontin ued 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, and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had
been taken.

                  SECTION 6.02 Collection of Indebtedness and Suits for
                               Enforcement by Trustee.

                  (a) The Company covenants that (1) in case it shall
default in the payment of any installment of interest on any of the
Securities of a series, or any payment required by any sinking or analogous
fund established with respect to that series as and when the same shall
have become due and payable, and such default shall have continued for a
period of 30 days, or (2) in case it shall default in the payment of the
principal of (or premium, if any, on) any of the Securities of a series
when the same shall have become due and payable, whether upon maturity of
the Securities of a series or upon redemption or upon 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 been become due and payable on all
such Securities 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 overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs
and expenses of collection, and the amount payable to the Trustee under
Section 7.06.

                  (b) If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action
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 other obligor upon the Securities of that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorgani zation, readjustment, arrangement, composition or
judicial proceedings affected the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may
be otherwise pro vided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in order to
have the claims of the Trustee and of the holders of Securities of such
series allowed for the entire amount due and payable by the Company under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company after such
date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to
the Trustee any amount due it under Section 7.06.

                  (d) All rights of action and of asserting claims under
this Indenture, or under any of the terms established with respect to
Securities of that series, may be enforced by the Trustee without the
possession of any of such Securities, or the production thereof at 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, after provision for
payment to the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Securities of such series.

                  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
at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the 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.

                  Nothing contained herein shall be deemed 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 that 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.

                  SECTION 6.03 Application of Moneys Collected.

                  Any moneys collected by the Trustee pursuant to this
Article with respect to a particular series of Securities shall be applied
in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal (or
premium, if any) or interest, upon presentation of the Securities of that
series, and notation thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses of collection
         and of all amounts payable to the Trustee under Section 7.06; and

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

                  SECTION 6.04 Limitation on Suits.

                  No holder of any Security of any series shall have any
right by virtue 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 (i) such holder
previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of
such series specifying such Event of Default, as hereinbefore provided;
(ii) the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own
name as trustee hereunder; (iii) such holder or holders shall have offered
to the Trustee such indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby; and (iv) 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 and (v)
during such 60 day period, the holders of a majority in principal amount of
the Securities of that series do not give the Trustee a direction
inconsistent with the request.

                  Notwithstanding anything contained herein to the
contrary, any other provisions of this Indenture, the right of any holder
of any Security to receive payment of the principal of and any premium and
(subject to Section 2.03) interest on such Security, as therein provided,
on or after the respective due dates expressed in such Security (or in the
case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such 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 such
series. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                  SECTION 6.05 Rights and Remedies Cumulative; Delay or
                               Omission Not Waiver.

                  (a) Except as otherwise provided in Section 2.07, all
powers and remedies given by this Article to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to
enforce the per formance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to such
Securities.

                  (b) 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
Event of 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 on acquiescence therein; and, subject to the provisions of
Section 6.04, every power and remedy given by this Article or by law to the
Trustee or 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 6.06 Control by Securityholders.

                  The holders of a majority in aggregate principal amount
of the Securities of any series at the time Outstanding, determined in
accordance with Section 8.04, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture or be unduly
prejudicial to the rights of holders of Securities of such series not
consenting; and provided, further, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. Prior to the taking of any action hereunder, the Trustee shall
be entitled to indemnification satisfactory to the Trustee against all
losses and expenses caused by taking or not taking such action. Subject to
the provisions of Section 7.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of
any series at the time Outstanding affected thereby, determined in
accordance with Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any
of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of or any premium or interest on, any of the
Securities of that series as and when the same shall become due by the
terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                  SECTION 6.07 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of
any Securities by such holder's 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 and expenses,
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 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, 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 of such series, on or after
the respective due dates expressed in such Security or established pursuant
to this Indenture.


                               ARTICLE VII.

                          CONCERNING THE TRUSTEE

                  SECTION 7.01 Certain Duties and Responsibilities of
                               Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing of
all Events of Default with respect to the Securi ties of that series that
may have occurred, shall undertake to perform with respect to the
Securities of such series such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be
read into this Indenture against the Trustee. In case an Event of Default
with respect to the Securities of a series has occurred (that has not been
cured or waived), the Trustee shall exercise with respect to Securities of
that series 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
person would exercise or use under the circumstances in the conduct of such
person's own affairs.

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

                  (1) prior to the occurrence of an Event of Default with
         respect to the Securi ties of a series and after the curing or
         waiving of all such Events of Default with respect to that series
         that may have occurred:

                           (i) the duties and obligations of the Trustee
                  shall with respect to the Securities of such series be
                  determined solely by the express provi sions of this
                  Indenture, and the Trustee shall not be liable with
                  respect to the Securities of such series except for the
                  performance of such duties and obligations as are
                  specifically set forth in this Indenture, and no implied
                  covenants or obligations shall be read into this
                  Indenture against the Trustee; and

                           (ii) in the absence of bad faith on the part of
                  the Trustee, the Trustee may with respect to the
                  Securities of such series conclusively rely, as to the
                  truth of the statements and the correctness of the
                  opinions ex pressed 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 that by any provision
                  hereof are specifi cally 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
                  requirement of this Indenture;

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

                  (3) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in
         accordance with the direction of the holders of not less than a
         majority in principal amount of the Securities of any series at
         the time Outstanding (determined as provided in Section 8.04)
         relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising
         any trust or power conferred upon the Trustee under this Indenture
         with respect to the Securities of that series; and

                  (4) 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 under the terms of this Indenture or adequate indemnity against
         such risk is not reasonably assured to it.

                  SECTION 7.02 Certain Rights of Trustee.

                  Except as otherwise provided in Section 7.01:

                  (a) The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security 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 a Board
Resolution or an instrument signed in the name of the Company, by the
Chairman of the Board of Directors, the Vice Chairman, the President or any
Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof (unless other evidence in
respect thereof is specifically prescribed herein);

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

                  (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 Securityholders, pursuant to the
provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities that may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee of
the obligation, upon the occurrence of an Event of Default with respect to
a series of the Securities (that has not been cured or waived) to exercise
with respect to Securities of that series such of the rights and powers
vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs;

                  (e) The Trustee shall not be liable for any action taken
or omitted to be taken 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) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security, or other papers or documents,
unless requested in writing so to do by the holders of not less than a
majority in principal amount of the Outstand ing Securities of the
particular series affected thereby (determined as provided in Section
8.04); 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 indemnity satisfactory to
the Trustee against such costs, expenses or liabilities as a condition to
so proceeding. The reasonable expense of every such examination shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand;

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

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

                  (i) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this
Indenture; and

                  (j) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.

                  SECTION 7.03 Trustee Not Responsible for Recitals or
                               Issuance or Securities.

                  (a) The recitals contained herein and in the Securities
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities.

                  (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of
such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any paying agent other than the Trustee.

                  SECTION 7.04 May Hold Securities.

                  The Trustee or any paying agent or 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,
paying agent or Security Registrar.

                  SECTION 7.05 Moneys Held in Trust.

                  Subject to the provisions of Section 11.05, all moneys
received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not
be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree in writing with the Company to pay
thereon.

                  SECTION 7.06 Compensation and Reimbursement.

                  (a) The Company covenants and agrees to pay to the
Trustee, and the Trustee shall be entitled to, such compensation (which
shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), as the Company, and the Trustee may from
time to time agree in writing, for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee, and, except as
otherwise expressly provided herein, 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) except any such expense, disbursement or advance as may
arise from its negligence or willful misconduct. The Company also covenants
to indemnify each of the Trustee and any predecessor Trustee (and their
respective officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or willful misconduct on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses
of defending itself against any claim of liability in the premises.

                  (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee
for reasonable expenses, disburse ments and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities 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.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01(5) or Section
6.01(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state
bankruptcy, insol vency or other similar law.

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

                  SECTION 7.07 Reliance on Officers' Certificate.

                  Except as otherwise provided in Section 7.01, 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 suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the
part of the Trustee, be deemed to be conclusively proved and established by
an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the
faith thereof.

                  SECTION 7.08 Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

                  SECTION 7.09 Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America
or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and 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 examin ing authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The Company may
not, nor may any Person directly or indirectly controlling, controlled by,
or under common control with the Company, serve as Trustee. In case at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of
                               Successor.

                  (a) The Trustee or any successor hereafter appointed, may
at any time resign with respect to the Securities of one or more series by
giving written notice thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with
respect to Securities of such series by or pursuant to a Board Resolution.
If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor trustee
with respect to Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Security or Securities for at
least six months may 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 one of the following shall
occur:

                  (1) the Trustee shall fail to comply with the provisions
         of Section 7.08 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 six months; or

                  (2) the Trustee shall cease to be eligible in accordance
         with the provisions of Section 7.09 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 commence a voluntary
         bankruptcy proceeding, or a receiver of the Trustee or of its
         property shall be appointed or consented to, 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 with respect to all Securities and appoint a successor
         trustee by or pursuant to a Board Resolution, or, unless the
         Trustee's duty to resign is stayed as provided herein, any
         Securityholder who has been a bona fide holder of a Security or
         Securities for at least six months may, on behalf of that holder
         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.

                  (c) The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding may at any
time remove the Trustee with respect to such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series
with the consent of the Company. If no successor Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such
series.

                  (d) Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Securities of a
series pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

                  (e) Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Securities of one or more
series or all of such series, and at any time there shall be only one
Trustee with respect to the Securities of any particular series.

                  SECTION 7.11 Acceptance of Appointment By Successor.

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

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

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

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

                  (e) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the
Security Register. If the Company fails to transmit such notice within ten
days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at the expense
of the Company.

                  SECTION 7.12 Merger, Conversion, Consolidation or
                               Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwith standing. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

                  SECTION 7.13 Preferential Collection of Claims Against
                               the Company.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.

                  SECTION 7.14 Notice of Defaults.

                  If a default occurs hereunder with respect to Securities
of any series, the Trustee shall give the holders of Securities of such
series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 6.01(3) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.


                               ARTICLE VIII.

                       CONCERNING THE SECURITYHOLDERS

                  SECTION 8.01 Evidence of Action by Securityholders.

                  Whenever in this Indenture it is provided that the
holders of a majority or specified percentage in aggregate principal amount
of the Securities of a particular 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 majority or specified percentage
of that series have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by such holders of
Securities of that series in Person or by agent or proxy appointed in
writing.

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

                  SECTION 8.02 Proof of Execution by Securityholders.

                  Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the
following manner:

                  (a) The fact and date of the execution by any such Person
of any instrument may be proved in any reasonable manner acceptable to the
Trustee.

                  (b) The ownership of Securities shall be proved by the
Security Register of such Securities or by a certificate of the Security
Registrar thereof.

                  (c) The Trustee may require such additional proof of any
matter referred to in this Section as it shall deem necessary.

                  SECTION 8.03 Who May be Deemed Owners.

                  Prior to the due presentment for registration of transfer
of any Security, the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the Person in whose name such
Security shall be registered upon the books of the Company as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwith standing any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of
or on account of the principal of, premium, if any, and (subject to Section
2.03) interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.

                  SECTION 8.04 Certain Securities Owned by Company
                               Disregarded.

                  In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have
concurred in any direction, consent of waiver under this Indenture, the
Securities of that series that are owned by the Company or any other
obligor on the Securities of that series or by any Person directly or
indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determina tion, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities of such series that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. The Securities
so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In 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 8.05 Actions Binding on Future Securityholders.

                  At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 8.01, of the taking of any action by
the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in
connection with such action, any holder of a Security of that series that
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, and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such 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 therefor, on registration of
transfer thereof or in place thereof, irrespective of whether or not any
notation in regard thereto is made upon such Security. Any action taken by
the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company,
the Trustee and the holders of all the Securities of that series.


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

                  SECTION 9.01 Supplemental Indentures Without the Consent
                               of Securityholders.

                  In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect), without the consent of the Securityholders, for one or
more of the following purposes:

                  (a) to cure any ambiguity, defect, or inconsistency
herein or in the Securities of any series;

                  (b) to comply with Article Ten;

                  (c) to provide for uncertificated Securities in addition
to or in place of certificated Securities;

                  (d) to add to the covenants of the Company for the
benefit of the holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein conferred
upon the Company;

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

                  (f) to make any change that does not adversely affect the
rights of any Securityholder in any material respect; or

                  (g) to provide for the issuance of and establish the form
and terms and conditions of the Securities of any series as provided in
Section 2.01, to establish the form of any certifications required to be
furnished pursuant to the terms of this Indenture or any series of
Securities, or to add to the rights of the holders of any series of
Securities.

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

                  Any supplemental indenture authorized by the provisions
of this Section 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 8.01)
of the holders of not less than a majority in aggregate principal amount of
the Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) 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 not covered by Section 9.01 the
rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding
affected thereby, (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof; (ii) reduce the amount of principal of
an Original Issue Discount Security or any other Security payable upon
acceleration of the maturity thereof; (iii) change the currency in which
any Security or any premium or interest is payable; (iv) impair the right
to enforce any payment on or with respect to any Security; (v) adversely
change the right to convert or exchange, including decreasing the
conversion rate or increasing the conversion price of, such Security (if
applicable); (vi) if the Securities are secured, change the terms and condi
tions pursuant to which the Securities are secured in a manner adverse to
the holders of the secured Securities; (vii) reduce the percentage in
principal amount of outstanding Securities of any series, the consent of
whose holders is required for modification or amendment of this Indenture
or for waiver of compliance with certain provisions of this Indenture or
for waiver of certain defaults; (viii) reduce the requirements contained in
this Indenture for quorum or voting; (ix) change any obligations of the
Company to maintain an office or agency in the places and for the purposes
required by the indentures; or (x) modify any of the above provisions.

                  It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section 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 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture pursuant
to the provisions of this Article or of Section 10.01, this Indenture
shall, with respect to such series, 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 the 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 Securities Affected by Supplemental
                               Indentures.

                  Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such
supplemental indenture pursuant to the provisions of this Article or of
Section 10.01, may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series
so modified as to conform, in the opinion of the Trustee and the Company,
to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding.

                  SECTION 9.05 Execution of Supplemental Indentures.

                  Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto 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. The Trustee, subject to the provisions of Section
7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not
be provided in connection with the execution of a supplemental indenture
that establishes the terms of a series of Securities pursuant to Section
2.01 hereof.

                  SECTION 9.06 Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act of
1939, as amended, in effect on such date.


                                 ARTICLE X.

                           SUCCESSOR CORPORATION

                  SECTION 10.01 Company May Consolidate, Etc.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or
into any other Person (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or
its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate the same;
provided, however, the Company hereby covenants and agrees that, upon any
such consolidation, merger, sale, convey ance, transfer or other
disposition, the due and punctual payment of the principal of and any
premium and interest on all of the Securities of all series in accordance
with the terms of each series, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to
such series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed
by such consolidation, or into which the Company shall have been merged, or
by the entity which shall have acquired such property.

                  SECTION 10.02 Successor Substituted.

                  (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor Person, 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 any premium and interest on all of the
Securities of all series Outstanding and the due and punctual performance
of all of the covenants and conditions of this Indenture or established
with respect to each series of the Securities pursuant to Section 2.01 to
be performed by the Company with respect to each series, such successor
Person shall succeed to and be substituted for the Company with the same
effect as if it had been named as the Company herein, and thereupon the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

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

                  (c) Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring
by purchase or otherwise all or any part of the property of any other
Person (whether or not affiliated with the Company).

                  SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

                  The Trustee, subject to the provisions of Section 7.01,
may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article.


                                ARTICLE XI.

                         SATISFACTION AND DISCHARGE

                  SECTION 11.01 Satisfaction and Discharge of Indenture.

                  If at any time: (a) the Company shall have delivered to
the Trustee for cancella tion all Securities of a series theretofore
authenticated (other than any Securities that shall have ben destroyed,
lost or stolen and that shall have been replaced or paid as provided in
Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held
in trust by the Company and thereupon repaid to the Company or discharged
from such trust, as provided in Section 11.05); or (b) all such Securities
of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds an amount of money in U.S.
dollars sufficient, or non-callable Governmen tal Obligations, the
principal of and interest on which when due, will be sufficient or a
combina tion thereof, sufficient in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal and any premium and interest due or to
become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the Company
then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 7.06 and
11.05, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company shall
execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

                  SECTION 11.02 Discharge of Obligations.

                  If at any time all such Securities of a particular series
not heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid
by the Company by depositing irrevocably with the Trustee as trust funds
money in U.S. dollars sufficient or an amount of non-callable Governmental
Obligations, the principal of and interest on which when due, will be
sufficient or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity
or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancella tion, including principal and any
premium and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid. Thereafter,
Sections 7.06 and 11.05 shall survive.

                  The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the
Governmental Obligations deposited pursuant this Section 11.02 or the
principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

                  SECTION 11.03 Deposited Moneys to be Held in Trust.

                  All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.

                  SECTION 11.04 Payment of Moneys Held by Paying Agents.

                  In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the
Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or
Governmental Obliga tions.

                  SECTION 11.05 Repayment to Company.

                  Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for
payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders
of such Securities for at least two years after the date upon which the
principal of and any premium or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Company on May
31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof.


                                ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

                  SECTION 12.01 No Recourse.

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


                               ARTICLE XIII.

                          MISCELLANEOUS PROVISIONS

                  SECTION 13.01 Effect on Successors and Assigns.

                  All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.

                  SECTION 13.02 Actions by Successor.

                  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 corresponding board, committee or officer of any Person
that shall at the time be the lawful sole successor of the Company.

                  SECTION 13.03 Notices.

                  Except as otherwise expressly provided herein any notice
or demand that by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the holders of Securities to or
on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address
is filed in writing by the Company with the Trustee), as follows: Kmart
Corporation, 3100 West Big Beaver Road, Troy, Michigan 48084, Attention:
Treasurer, with copies of any notice of an Event of Default to the
attention of the General Counsel at the same address. Any notice, election,
request or demand by the Company or 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 Corporate Trust Office of the
Trustee, attention: Corporate Trust Trustee Administration.

                  SECTION 13.04 Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice to holders of Securities of any event, such
notice shall be sufficiently given to holders of Securities if in writing
and mailed, first-class postage prepaid, to each holder of a Security
affected by such event, at the address of such holder as it appears in the
Security Register, not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice.

                  In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give
such notice to holders of Securities by mail, then such notification as
shall be made with the approval of the Trustee shall constitute sufficient
notice to such holder for every purpose hereunder. In any case where notice
to holders of Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice mailed to any particular holder of a
Security shall affect the sufficiency of such notice with respect to other
holders of Securities given as provided herein.

                  Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                  SECTION 13.05 Governing Law.

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

                  SECTION 13.06 Effect of Headings and Table of Contents.

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

                  SECTION 13.07 Compliance Certificates and Opinions.

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

                  (b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant 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 13.08 Payments on Business Days.

                  Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or
established in one or more indentures supplemental to this Indenture, in
any case where the date of maturity of interest or principal of any
Security or the date of redemption of any Security shall not be a Business
Day, then payment of interest or principal (and premium, if any) may be
made on the next succeeding Business Day with the same force and effect as
if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

                  SECTION 13.09 Conflict with Trust Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Section 318(c) of
the Trust Indenture Act, such imposed duties shall control.

                  SECTION 13.10 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.

                  SECTION 13.11 Separability.

                  In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this Indenture and
such Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

                  SECTION 13.12 Assignment.

                  The Company will have the right at all times to assign
any of its rights or obligations under this Indenture to a direct or
indirect wholly-owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company, will remain liable for all such
obligations. Subject to the foregoing, the Indenture is binding upon and
inures to the benefit of the parties thereto and their respective
successors and assigns. This Indenture may not otherwise be assigned by the
parties thereto.


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

                                         KMART CORPORATION


                                         By:    /s/ Martin E. Welch
                                            ---------------------------------
                                            Name:  Martin E. Welch
                                            Title: Senior Vice President and
                                                   Chief Financial Officer


                                         THE BANK OF NEW YORK,
                                          as Trustee


                                         By:  /s/ Iliana A. Arciprete
                                            ---------------------------------
                                            Name:  Iliana A. Arciprete
                                            Title: Assistant Treasurer