Exhibit 4(d)





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





                   PHILLIPS PETROLEUM COMPANY,
                                           ISSUER




                               AND




             CONTINENTAL BANK, NATIONAL ASSOCIATION,
                                               TRUSTEE



                            ----------


                            INDENTURE

                  Dated as of September 15, 1990



                            ----------






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


<PAGE>



                            TIE-SHEET

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

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

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


<PAGE>


                        TABLE OF CONTENTS*

                            ----------


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


                           ARTICLE ONE.

                           DEFINITIONS.

SECTION  1.01.  Definitions ................................    1
                  Attributable Debt ............. ..........    2
                  Authenticating Agent .....................    2
                  Board of Directors .......................    2
                  Company ..................................    2
                  Consolidated Adjusted Net Assets .........    3
                  Event of Default .........................    3
                  Funded Debt ..............................    3
                  Indenture ................................    3
                  Interest .................................    3
                  Mortgage .................................    3
                  Officers' Certificate ....................    4
                  Opinion of Counsel .......................    4
                  Original Issue Date ......................    4
                  Original Issue Discount Security .........    4
                  Person ...................................    4
                  Principal Office of the Trustee ..........    4
                  Responsible Officer ......................    5
                  Restricted Property ......................    5
                  Restricted Subsidiary ....................    5
                  Security or Securities; Outstanding ......    5
                  Securityholder ...........................    6
                  Subsidiary ...............................    7
                  Trustee ..................................    7
                  Trust Indenture Act of 1939 ..............    7
                  U.S. Government Obligations ..............    7
                  Yield to Maturity ........................    8
----------

     *This table of contents shall not, for any purpose, be
      deemed to be a part of the Indenture.


<PAGE>


                                ii


                                                             PAGE
                                                             ----
                           ARTICLE TWO.

                           SECURITIES.

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


                          ARTICLE THREE.

               PARTICULAR COVENANTS OF THE COMPANY.

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


                          ARTICLE FOUR.

SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

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


                          ARTICLE FIVE.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.

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


<PAGE>


                               iii


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


                           ARTICLE SIX.

                     CONCERNING THE TRUSTEE.

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


                          ARTICLE SEVEN.

                 CONCERNING THE SECURITYHOLDERS.

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


                          ARTICLE EIGHT.

                    SECURITYHOLDERS' MEETINGS.

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


<PAGE>


                                iv


                                                             PAGE
                                                             ----

                          ARTICLE NINE.

                     SUPPLEMENTAL INDENTURES.

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


                           ARTICLE TEN.

        CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

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


                         ARTICLE ELEVEN.

             SATISFACTION AND DISCHARGE OF INDENTURE.

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


                         ARTICLE TWELVE.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                     OFFICERS AND DIRECTORS.

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


                         ARTICLE THIRTEEN.

                    MISCELLANEOUS PROVISIONS.

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


<PAGE>


                                 v


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


                        ARTICLE FOURTEEN.

            REDEMPTION OF SECURITIES -- MANDATORY AND
                      OPTIONAL SINKING FUND.

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

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


<PAGE>


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


                           WITNESSETH:

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                           ARTICLE ONE.

                           DEFINITIONS.

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


<PAGE>


                                 2


accepted accounting principles and the term "generally accepted
accounting principles" means such accounting principles as are
generally accepted at the time of any computation.  The words
"herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


Attributable Debt:

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


Authenticating Agent:

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


Board of Directors:

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


Company:

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


<PAGE>


                                 3


Consolidated Adjusted Net Assets:

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


Event of Default:

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


Funded Debt:

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


Indenture:

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


Interest:

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


Mortgage:

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


<PAGE>


                                 4


Officers' Certificate:

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


Opinion of Counsel:

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


Original Issue Date:

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

Original Issue Discount Security:

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


Person:

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


Principal Office of the Trustee:

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


<PAGE>


                                 5


Responsible Officer:

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


Restricted Property:

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


Restricted Subsidiary:

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


Security or Securities; Outstanding:

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


<PAGE>


                                 6


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

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

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

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

     In determining whether the holders of the requisite
principal amount of outstanding Securities have given any
request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would
be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.01.


Securityholder:

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


<PAGE>


                                 7


Subsidiary:

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


Trustee:

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


Trust Indenture Act of 1939:

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


U.S. Government Obligations:

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


<PAGE>


                                 8



Yield to Maturity:

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


                           ARTICLE TWO.

                            SECURITIES

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

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

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

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

                                 CONTINENTAL BANK, NATIONAL
                                 ASSOCIATION
                                    as Trustee


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


<PAGE>


                                 9


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

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

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

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

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

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

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

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

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


<PAGE>


                                10


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

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

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

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

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

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

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

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

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


<PAGE>


                                11


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

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

          (2) an executed supplemental indenture, if any;

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

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

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

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

          (c) that such Securities, when authenticated and
     delivered by the Trustee and issued by the Company in the
     manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and legally
     binding obligations of the Company;

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


<PAGE>


                                12


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

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

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

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

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


<PAGE>


                                13


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

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

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

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


<PAGE>


                                14


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

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

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

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

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

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


<PAGE>


                                15


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

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

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


<PAGE>


                                16


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

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


<PAGE>


                                17


                          ARTICLE THREE.

               PARTICULAR COVENANTS OF THE COMPANY.

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

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

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


<PAGE>


                                18


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

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

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

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

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

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

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


<PAGE>


                                19


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

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

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

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

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


<PAGE>


                                20


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

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

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

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

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

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

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

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


<PAGE>


                                21


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

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

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

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


<PAGE>


                                22


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

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


                          ARTICLE FOUR.

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

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

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

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

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

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


<PAGE>


                                23


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

     (b) In case 3 or more holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the
Trustee and furnish to the Trustee reasonable proof that each
such applicant has owned a Security of such series for a period
of at least 6 months preceding the date of such application, and
such application states that the applicants desire to communicate
with other holders of Securities of such series or with holders
of all Securities with respect to their rights under this
Indenture or under such Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall within 5 business
days after the receipt of such application, at its election,
either:

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

          (2) inform such applicants as to the approximate number
     of holders of such series or all Securities, as the case may
     be, whose names and addresses appear in the information
     preserved at the time by the Trustee in accordance with the
     provisions of subsection (a) of this Section 4.02, and as to
     the approximate cost of mailing to such Securityholders the
     form of proxy or other communication, if any, specified in
     such application.

     If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Securityholder of such
series or all Securities, as the case may be, whose name and
address appear in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of
this Section 4.02 a copy of the form of proxy or other
communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within 5 days after such
tender, the Trustee shall mail to such applicants and file with
the Securities and Exchange Commission, together with a copy of
the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be
contrary to the best interests of the holders of Securities of
such series or all Securities, as the case may be, or would be in
violation of applicable law.  Such written statement shall
specify the basis


<PAGE>


                                24


of such opinion.  If said Commission, after opportunity for a
hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining 1 or
more of such objections, said Commission shall find, after notice
and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their
application.

     (c) Each and every holder of Securities, by receiving and
holding the same, agrees with Company and the Trustee that
neither the Company nor the Trustee nor any paying agent shall be
held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of
Securities in accordance with the provisions of subsection (b) of
this Section 4.02, regardless of the source from which such
information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a
request made under said subsection (b).

     SECTION 4.03.  Reports by Company.  (a) The Company
covenants and agrees to file with the Trustee, within 15 days
after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports
and of the information, documents and other reports (or copies of
such portions of any of the foregoing as said Commission may from
time to time by rules and regulations prescribe) which the
Company may be required to file with said Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to
file with the Trustee and said Commission, in accordance with
rules and regulations prescribed from time to time by said
Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section
13 of the Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and
regulations.

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


<PAGE>


                                25


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

     (c) The Company covenants and agrees to transmit by mail to
all holders of Securities, as the names and addresses of such
holders appear upon the Security register, within 30 days after
the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section 4.03
as may be required by rules and regulations prescribed from time
to time by the Securities and Exchange Commission.

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

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

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

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


<PAGE>


                                26


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

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

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

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

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

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

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


<PAGE>


                                27


                          ARTICLE FIVE.

           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                       ON EVENT OF DEFAULT.

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

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

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

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

          (d) a court having jurisdiction in the premises shall
     enter a decree or order for relief in respect of the Company
     in an involuntary case under any applicable bankruptcy,
     insolvency or other similar law now or hereafter in effect,
     or appointing a receiver, liquidator, assignee, custodian,
     trustee, sequestrator (or similar official) of the Company
     or for any substantial part of its property, or ordering the
     winding-up or liquidation of its affairs and such decree or
     order shall remain unstayed and in effect for a period of 90
     consecutive days; or


<PAGE>


                                28


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

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

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


<PAGE>


                                29


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

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


<PAGE>


                                30


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

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

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


<PAGE>


                                31



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

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


<PAGE>


                                32


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

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

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

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

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

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


<PAGE>


                                33


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

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


<PAGE>


                                34


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

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

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

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


<PAGE>


                                35


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

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


<PAGE>


                                36


except in the case of default in the payment of the principal of,
premium, if any, or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the
Securityholders of such series; and provided further, that in the
case of any default of the character specified in Section 5.01(c)
no such notice to Securityholders of such series shall be given
until at least 60 days after the occurrence thereof but shall be
given within 90 days after such occurrence.

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


                           ARTICLE SIX.

                     CONCERNING THE TRUSTEE.

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


<PAGE>


                                37


Indenture.  In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

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

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

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

          (c) the Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith, in
     accordance with the direction of the Securityholders
     pursuant to Section 5.07, relating to the time, method and
     place of conducting any proceeding for any


<PAGE>


                                38


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

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

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

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

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

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

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

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

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


<PAGE>


                                39


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

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

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

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

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


<PAGE>


                                40


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

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

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


<PAGE>


                                41


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

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

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

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

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


<PAGE>


                                42


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

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

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

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

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


<PAGE>


                                43


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

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

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

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

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


<PAGE>


                                44


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

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

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

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


<PAGE>


                                45


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

     (d)  For the purposes of this Section 6.08:

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

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

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

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

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


<PAGE>


                                46


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

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

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

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

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

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

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

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

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

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


<PAGE>


                                47


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

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

      SECTION 6.09.  Eligibility of Trustee.  The Trustee
hereunder shall at all times be a corporation organized and doing
business under the laws of the United States or any State or
Territory thereof or of the District of Columbia authorized under
such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000, subject to
supervision or examination by Federal, State, Territorial, or
District of Columbia authority.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 6.09 the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published.

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

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


<PAGE>


                                48


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

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

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

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

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

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


<PAGE>


                                49


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

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

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

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


<PAGE>


                                50


     shall execute and deliver an indenture supplemental hereto
     which shall contain such provisions as shall be deemed
     necessary or desirable to confirm that all the rights,
     powers, trusts and duties of the predecessor trustee with
     respect to the Securities of any series as to which the
     predecessor trustee is not retiring shall continue to be
     vested in the predecessor trustee, and shall add to or
     change any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of
     the trustee hereunder by more than one trustee, it being
     understood that nothing herein or in such supplemental
     indenture shall constitute such trustees co-trustees of the
     same trust and that each such trustee shall be trustee of a
     trust or trusts hereunder separate and apart from any trust
     or trusts hereunder administered by any other such trustee.

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

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

          SECTION 6.12.  Succession by Merger, etc.  Any
     corporation into which the Trustee may be merged or
     converted or with which it may be consolidated, or any
     corporation resulting from any merger, conversion or
     consolidation to which the Trustee shall be a party, or any
     corporation succeeding to all or substantially all of the
     corporate trust business of the Trustee, shall be the
     successor of the Trustee hereunder without the execution or
     filing of any paper or any further act on the part of any of
     the parties hereto.

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


<PAGE>


                                51


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

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

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

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

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

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


<PAGE>


                                 52


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

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

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

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

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

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


<PAGE>


                                53


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

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


<PAGE>


                                54


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

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

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

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

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

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

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

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

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


<PAGE>


                                55


          (c) As used in this Section 6.13:

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

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

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

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

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


<PAGE>


                                56


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

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

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



<PAGE>


                                57


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

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


                          ARTICLE SEVEN.

                 CONCERNING THE SECURITYHOLDERS.

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

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

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

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


<PAGE>


                                58


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

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

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


<PAGE>


                                59


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


                          ARTICLE EIGHT.

                    SECURITYHOLDERS' MEETINGS.

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

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

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

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

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

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


<PAGE>


                                60


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

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

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

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

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


<PAGE>


                                61


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

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

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


<PAGE>


                                62


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


                          ARTICLE NINE.

                     SUPPLEMENTAL INDENTURES.

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

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

          (b) to add to the covenants of the Company such further
     covenants, restrictions or conditions for the protection of
     the holders of all or any series of Securities (and if such
     covenants are to be for the benefit of less than all series
     of Securities stating that such covenants are expressly
     being included for the benefit of such series) as the Board
     of Directors and the Trustee shall consider to be for the
     protection of the holders of such Securities, and to make
     the occurrence, or the occurrence and continuance, of a
     default in any of such additional covenants, restrictions or
     conditions a default or an Event of Default permitting the
     enforcement of all or any of the several remedies provided
     in this Indenture as herein set forth; provided, however,
     that in respect of any such additional covenant, restriction
     or condition such supplemental indenture may provide for a
     particular period of grace after default (which period may
     be shorter or longer than that allowed in the case of other
     defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the
     Trustee upon such default;

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


<PAGE>


                                63


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

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

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

          (g) to evidence and provide for the acceptance of
     appointment hereunder by a successor trustee with respect to
     the Securities of one or more series and to add to or change
     any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one trustee, pursuant to
     the requirements of Section 6.11.

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

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

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


<PAGE>


                                64


tal indenture (voting as a class), the Company, when authorized
by a resolution of the Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the
Securities of each series so affected; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity
of any Security, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof or
any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided
in the Securities, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section
5.01 or the amount thereof provable in bankruptcy pursuant to
Section 5.02, or impair or affect the right of any Securityholder
to institute suit for payment thereof or the right of repayment,
if any, at the option of the holder, without the consent of the
holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities the holders of which are required to
consent to any such supplemental indenture, without the consent
of the holders of each Security then affected.

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

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


<PAGE>


                                65


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

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

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

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


<PAGE>


                                66


                           ARTICLE TEN.

        CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

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

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

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

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

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


<PAGE>


                                67


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

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

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


<PAGE>


                                68


                         ARTICLE ELEVEN.

             SATISFACTION AND DISCHARGE OF INDENTURE.

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

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


<PAGE>


                                69

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

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

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

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

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


<PAGE>


                                70


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

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

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

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

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


<PAGE>


                                71


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

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

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

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

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


                         ARTICLE TWELVE.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                     OFFICERS AND DIRECTORS.

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


<PAGE>


                                72


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


                        ARTICLE THIRTEEN.

                    MISCELLANEOUS PROVISIONS.

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

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

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

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

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


<PAGE>


                                73


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

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

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

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

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

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


<PAGE>


                                74


                        ARTICLE FOURTEEN.

             REDEMPTION OF SECURITIES--MANDATORY AND
                      OPTIONAL SINKING FUND.


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

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

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


<PAGE>


                                75


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

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

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

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

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


<PAGE>


                                76


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

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

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


<PAGE>


                                77


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

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

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

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


<PAGE>


                                78


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

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


<PAGE>


                                79


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

                                 PHILLIPS PETROLEUM COMPANY
                                           Issuer


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

[CORPORATE SEAL}

Attest:

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


                                 CONTINENTAL BANK, NATIONAL
                                   ASSOCIATION
                                             Trustee


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

[CORPORATE SEAL]

Attest:

/s/ Debra DeLaney
------------------------------
        Trust Officer


<PAGE>


                                80


STATE OF OKLAHOMA    }
                     }  ss.:
COUNTY OF WASHINGTON }

     On the 14th day of November, 1990, before me personally came
J. J. Mulva, to me known, who, being by me duly sworn, did
depose and say that he resides at BARTLESVILLE, OKLAHOMA; that he
is a Vice President, Treasurer and Chief Financial Officer of
PHILLIPS PETROLEUM COMPANY, one of the corporations described in
and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to the
said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.


                                       /s/ Ann J. Anderson
                                 --------------------------------
                                          Notary Public

My Commission expires: January 6, 1994

[NOTARIAL SEAL]


STATE OF ILLINOIS }
                  } ss.:
COUNTY OF COOK    }

     On the 15th day of November 1990, before me personally came
A. H. Lenters, to me known, who, being by me duly sworn, did
depose and say that he resides at Chicago, Illinois; that he is
an Vice President of Continental Bank, National Association, one
of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name
thereto by like authority.



                                         /s/ V. Washington
                                 --------------------------------
                                           Notary Public

[NOTARIAL SEAL]

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


<PAGE>


                                          Exhibit 4(d)--continued





                    PHILLIPS PETROLEUM COMPANY


                   SUPPLEMENTAL INDENTURE NO. 1

                     Dated as of May 23, 1991



          Supplemental Indenture No. 1 dated as of May 23, 1991,
between PHILLIPS PETROLEUM COMPANY, a corporation organized and
existing under the laws of the State of Delaware (hereinafter
referred to as the "Company"), and CONTINENTAL BANK, NATIONAL
ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America
(hereinafter referred to as the "Trustee").

                       W I T N E S S E T H:

          The Company and the Trustee have executed and delivered
an Indenture dated as of September 15, 1990 (the "Indenture").

          The Company desires to amend the Indenture to provide
for the issuance of Securities of a series on a continuous basis
and with differing terms and to expressly provide that the
Securities of such series may be denominated in currencies other
than the currency of the United States of America or may provide
that the amount of payments of principal of and any premium or
interest thereon may be determined with reference to an index.

          Section 9.01 of the Indenture provides for the Company,
when authorized by the Board of Directors, and the Trustee to
enter into an indenture supplemental to the Indenture to amend
such Indenture by creating such provisions as shall not adversely
affect the interests of any Holder.

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:

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


<PAGE>


                           ARTICLE ONE

                RELATION TO INDENTURE; DEFINITIONS

          SECTION 1.01.  This Supplemental Indenture No. 1
constitutes an integral part of the Indenture.

          SECTION 1.02.  For all purposes of this Supplemental
Indenture No. 1:

          (1) Capitalized terms used herein without definition
     shall have the meanings specified in the Indenture;

          (2) All references herein to Articles and Sections,
     unless otherwise specified, refer to the corresponding
     Articles and Sections of this Supplemental Indenture No. 1;
     and

          (3) The terms "hereof", "herein", "hereby", "hereto",
     "hereunder" and "herewith" refer to this Supplemental
     Indenture.


                           ARTICLE TWO

               PROVISIONS APPLICABLE EXCLUSIVELY TO
                 THE SERIES OF MEDIUM-TERM NOTES

          SECTION 2.01.  There shall be a series of Securities
designated the "Medium-Term Notes" (the "Notes").  The Notes
shall be limited to an aggregate principal amount of up to U.S.
$300,000,000 (or the equivalent thereof, determined as of the
respective dates of issuance of Notes, in any other currency or
currencies) and shall be issued at any time or from time to time.

          SECTION 2.02.  Each Note shall have the particular
terms (which need not be substantially identical to the terms of
any other Notes) established in accordance with or as
contemplated by this Section 2.02.  Each fixed rate Note ("Fixed
Rate Note") shall be in substantially the form attached as
Exhibit A hereto, and each floating rate Note ("Floating Rate
Note") shall be in substantially the form attached as Exhibit B
hereto.

          Any two of the Chairman of the Board, the President,
and the Vice President and Treasurer (each a "Designated
Officer") may at any time and from time to time, on behalf of the
Company, authorize the issuance of Notes and in connection
therewith establish, or, if all of the Notes of such series may
not be


                                -2-

<PAGE>


originally issued at one time, to the extent deemed appropriate,
prescribe the manner of determining within any limitations
established by such Designated Officer (subject in either case to
the limitations set forth in this Supplemental Indenture and the
Indenture), the following;

          (1) the date or dates on which the principal and
     premium, if any, of the Notes is payable;

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

          (3) if an Original Issue Discount Security, the Yield
     to Maturity;

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

          (5) the obligation, if any, of the Company to redeem,
     purchase or repay Notes pursuant to any sinking fund or
     analogous provisions or at the option of a holder thereof
     and the price or prices at which and the period or periods
     within which and the terms and conditions upon which Notes
     shall be redeemed, purchased or repaid, in whole or in part,
     pursuant to such obligation;

          (6) if other than denominations of $100,000 and
     integral multiples of $1,000 in excess thereof (or, in the
     case of any Note denominated in other than U.S. dollars, the
     amount of the Specified Currency (as defined below) for such
     Note which is equivalent, at the noon buying rate in The
     City of New York for cable transfers for such Specified
     Currency on the first Business Day in The City of New York
     and the country issuing such Specified Currency (or, in the
     case of European Currency Units, in Brussels, Belgium) next
     preceding the date on which the Company accepts the offer to
     purchase such Note, to U.S. $100,000 (rounded down to an
     integral multiple of 1,000 units of such Specified Currency)
     and any greater amount that is an integral multiple of 1,000
     units of such Specified Currency), the denominations in
     which Notes shall be issuable;


                                -3-

<PAGE>


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

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

          (9) any Events of Default with respect to the Notes, if
     not set forth in the Indenture;

          (10) whether the Notes shall be issued in registered or
     bearer form, with or without coupons;

          (11) whether the Notes shall be issued in whole or in
     part in the form of one or more Global Notes and, in such
     case, the Depositary for such Global Note or Notes, which
     Depositary must be a clearing agency registered under the
     Debt Securities Exchange Act of 1934;

          (12) if other than United States dollars, the currency
     or currencies, including composite currencies, in which
     payment of the principal of and any premium and interest on
     the Notes shall be payable (the "Specified Currency"); and

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

          In connection with the Notes, the officers of the
Company specified in the Indenture may execute and deliver one or
more Officers' Certificates setting forth, or, if all of the
Notes may not be originally issued at one time, to the extent
deemed appropriate describing the manner of determining, the
foregoing terms of the Notes, established or prescribed, as the
case may be, in accordance with the foregoing.

          SECTION 2.03.  The places of payment for the principal
of the Notes shall be the Borough of Manhattan, the City of New
York or Chicago, Illinois.  Interest, if any, on the Notes will
be paid by check, draft or wire, as specified in the terms
thereof.  The Trustee shall be the paying agent (the "Paying
Agent") for the Notes.

          SECTION 2.04.  Unless otherwise provided in the terms
of a particular Note, definitive Notes of any authorized
denomination shall be exchangeable for a like aggregate principal
amount of Notes denominated in the same Specified Currency and
bearing interest (if any) at the same rate or having the same
Yield to


                                -4-

<PAGE>


Maturity and maturity and of different authorized denominations
upon surrender of such Notes with a request for such exchange at
the designated office of the Trustee in the Borough of Manhattan,
the City of New York or Chicago, Illinois,

          SECTION 2.05.  Unless otherwise specified in a
particular Note, payments of principal of (and premium, if any)
and interest on each Note will be made in U.S. dollars, provided,
                                                        --------
however, that payments of principal(and premium, if any) and
-------
interest on Notes denominated in a Specified Currency other than
U.S. dollars will be made in such Specified Currency (i) at the
option of the holders thereof under the procedures described in
the two following paragraphs and (ii) at the option of the
Company in the case of imposition of exchange controls or other
circumstances beyond the control of the Company.  If specified in
a particular Note, the amount of principal payable on such Note
will be determined by reference to an index or formula described
therein.

          Unless otherwise specified in the terms of a Note, and
except as provided in the next paragraph, payments of interest
and principal (and premium, if any) with respect to any Note
denominated in a Specified Currency other than U.S. dollars will
be made in U.S. dollars unless the registered holder of such Note
on the relevant Regular Record Date or at maturity, redemption or
repayment as the case may be, has transmitted a written request
to elect to receive such payment in a Specified Currency other
than U.S. dollars to the Trustee at its Corporate Trust Office or
agency in the Borough of Manhattan, the City of New York or
Chicago, Illinois on or prior to such Regular Record Date or the
date 15 days prior to maturity, redemption or repayment as the
case may be.  Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission.  Any such
request made with respect to any Note by a registered holder will
remain in effect with respect to any further payments of interest
and principal (and premium, if any) with respect to such Note
payable to such holder, unless such request is revoked on or
prior to the relevant Regular Record Date or the date 15 days
prior to maturity, redemption or repayment as the case may be.

          Unless otherwise provided in the applicable Officers'
Certificate, Continental Bank, National Association will be the
Exchange Rate Agent (the "Exchange Rate Agent") with respect to
the Notes.


                                -5-

<PAGE>


          Unless otherwise indicated in the terms of a particular
Note, the "Regular Record Date" with respect to any Floating Rate
Note shall be the date 15 calendar days prior to each Interest
Payment Date, whether or not such date shall be a Business Day,
and the "Regular Record Date" with respect to any Fixed Rate Note
shall be the January 1 and July 1 next preceding the January 15
and July 15 Interest Payment Dates.

          Unless otherwise indicated in the terms of a particular
Note and except as provided below, interest will be payable, in
the case of Floating Rate Notes which reset daily, weekly or
monthly, on the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year (as
respectively indicated in such Notes); in the case of Floating
Rate Notes which reset quarterly, on the third Wednesday of
March, June, September and December of each year; in the case of
Floating Rate Notes which reset semi-annually, on the third
Wednesday of the two months of each year specified in such Notes;
and in the case of Floating Rate Notes which reset annually, on
the third Wednesday of the month specified in such Notes (each an
"Interest Payment Date"), and in each case, at maturity.

          Payments of interest on any Fixed Rate Note or Floating
Rate Note with respect to any Interest Payment Date will include
interest accrued to but excluding such Interest Payment Date;
provided, however, that if the Interest Reset Dates (as defined
--------  -------
in a particular Note) with respect to any Floating Rate Note are
daily or weekly, interest payable on such Note on any Interest
Payment Date, other than interest payable on the date on which
principal on such Note is payable, will include interest accrued
to but excluding the day following the next preceding Regular
Record Date.

          With respect to a Floating Rate Note, accrued interest
from the date of issue or from the last date to which interest
has been paid shall be calculated by multiplying the face amount
of such Floating Rate Note by an accrued interest factor.  Such
accrued interest factor shall be computed by adding the interest
factor calculated for each day from the date of issue, or from
the last date to which interest has been paid, to but excluding
the date for which accrued interest is being calculated.  The
interest factor for a Floating Rate Note (expressed as a decimal)
for each such day shall be computed either (i) by dividing the
interest rate (expressed as a decimal) applicable to such date by
360 or (ii) by the actual number of days in the year, as
specified in such Note.  Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year of twelve 30-day months.


                                -6-

<PAGE>


          SECTION 2.06.  For the purposes of the Notes and this
Section 2.06, the term "Agent Member" means a member of, or
participant in, a Depositary; the term "Depositary" means, with
respect to Notes issuable or issued in whole or in part in the
form of one or more Global Notes, the Person designated as
Depositary by the Company pursuant to Section 2.02 hereof (or a
successor Depositary), and if at any time there is more than one
such Person, "Depositary" as used with respect to the Notes shall
mean the respective Depositary with respect to particular Notes;
and the term "Global Note" means a global certificate evidencing
all or part of the series of Notes, issued to the Depositary for
the series or such portion of the series, and registered in the
name of such Depositary or its nominee.

          Notwithstanding Section 2.07 of the Indenture, except
as otherwise specified as contemplated by Section 2.02 hereof,
any Global Note shall be exchangeable only as provided in this
paragraph.  A Global Note shall be exchangeable pursuant to this
Section if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global
Note or if at any time the Depositary ceases to be a clearing
agency registered under the Debt Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and a successor Depositary is
not appointed by the Company, (y) the Company in its sole
discretion determines that all Global Notes then outstanding
hereunder and under the Indenture shall be exchangeable for
definitive Notes in registered form or (z) an Event of Default
with respect to the Notes represented by such Global Note has
occurred and is continuing.  Any Global Note that is exchangeable
pursuant to the preceding sentence shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at
the same rate or pursuant to the same formula, having the same
date of issuance, redemption provisions, if any, Specified
Currency, maturity and other terms and of differing denominations
aggregating a like amount.  Such definitive Notes shall be
registered in the names of the owners of the beneficial interests
in such Global Note as such names are from time to time provided
by the relevant participants in the Depositary holding such
Global Note (as such participants are identified from time to
time by such Depositary).

          Any Global Note that is exchangeable pursuant to the
preceding paragraph shall be exchangeable for Notes issuable in
denominations of $100,000 and integral multiples of $1,000 in
excess thereof and registered in such names as the Depositary
that is the holder of such Global Note shall direct.

          No Global Note may be transferred except as a whole by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor.
Except as provided above, owners solely of beneficial interests
in


                                -7-

<PAGE>


a Global Note shall not be entitled to receive physical delivery
of Notes in definitive form and will not be considered the
holders thereof for any purpose under the Indenture or this
Supplemental Indenture.

          In the event that a Global Note is surrendered for
redemption in part pursuant to Section 14.02 of the Indenture,
the Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Global Note, without service
charge, a new Global Note in a denomination equal to and in
exchange for the unredeemed portion of the principal of the
Global Note so surrendered.

          The Trustee shall fix a record date for the purpose of
determining the Persons entitled to waive any past default
hereunder or the Persons entitled to consent to any indenture
supplemental to the Indenture.  If a record date is fixed, the
holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to waive any default
hereunder, or to retract any such waiver previously given, or to
consent to such supplemental indenture or to revoke any such
consent previously given, as the case may be, whether or not such
holders remain holders after such record date.  No such waiver or
consent shall be valid or effective for more than 90 days after
such record date.

          The Agent Members shall have no rights under the
Indenture or this Supplemental Indenture with respect to any
Global Note held on their behalf by a Depositary, and such
Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global
Note for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee, or any
Agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by
a Depositary or impair, as between a Depositary and its Agent
Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note, including without
limitation the granting of proxies or other authorization of
participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a holder
is entitled to give or take under the Indenture.

          SECTION 2.07.  Unless otherwise specified in an
Officers' Certificate delivered pursuant to Section 2.02 with
respect to such Notes, whenever for purposes of this Indenture
any action may be taken by the holders of a specified percentage
in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time outstanding
and, at such time, there are Notes outstanding which are
denominated in a coin or currency other than U.S. Dollars
(including ECUs), then the principal amount of such Notes which


                                -8-

<PAGE>


shall be deemed to be outstanding for the purpose of taking such
action shall be that amount of U.S. Dollars that could be
obtained for such amount at the Market Exchange Rate.  For
purposes of this section, Market Exchange rate shall mean the
noon U.S. Dollar buying rate in New York City for cable transfers
of that currency as published by the Federal Reserve Bank of New
York; provided, however, in the case of ECUs, Market Exchange
Rate shall mean the rate of exchange determined by the Commission
of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities
(such publication or any successor publication, the "Journal").
If such market Exchange Rate is not available for any reason with
respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York, or, in the case of ECUs,
the rate of exchange as published in the Journal, as of the most
recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in the City of New
York or in the country of issue of the currency in question,
which for purposes of the ECU shall be Brussels, Belgium, or such
other quotations or, in the case of ECU, rates of exchange as the
Trustee shall deem appropriate.

          All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in
its sole discretion and shall, in the absence of manifest error,
be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all holders.

          SECTION 2.08.  References in the Indenture to the
"Yield to Maturity" of Securities shall be deemed, solely with
respect to the Notes, to refer to the respective yields to
maturity, calculated at the respective times of issuance of the
particular Notes or, if applicable, at the respective most recent
redeterminations of interest on such respective Notes and
calculated in accordance with accepted financial practice.
References in Article V of the Indenture to the "rate" or "rate
of interest" of Securities shall be deemed, solely with respect
to the notes, to refer to the respective rates or rates of
interest of the particular Notes.

          SECTION 2.09.  Notwithstanding the provisions of
Sections 2.04 and 13.05 of the Indenture, if all Notes are not to
be originally issued at one time, it shall not be necessary to
deliver the Officers' Certificate and the Opinion of Counsel
otherwise required pursuant to Section 13.05 or the written order
of the Company otherwise required pursuant to Section 2.04 at or
prior to the time of authentication of each Note if such
documents are delivered at or prior to the time of authentication
upon original issuance of the first Note to be issued.


                                -9-

<PAGE>


          SECTION 2.10.  If any Securities described in
subsections (a) or (b) of Section 11.01 or Section 11.05 of the
Indenture are Notes which are denominated and, at the election of
the holders of such Notes or otherwise, are payable, in a
currency or currencies other than United States dollars, then in
order to satisfy the deposit conditions in Section 11.01 or
Section 11.05 with respect to any such Notes, the Company shall
deposit or cause to be deposited as specified in Section 11.01 or
Section 11.05 the required amount in the currency or currencies
in which such Notes are denominated or in direct obligations of
the sovereign nation or sovereign nations issuing such currency
or currencies and denominated in such currency or currencies.


                               -10-

<PAGE>


          IN WITNESS WHEREOF, PHILLIPS PETROLEUM COMPANY has
caused this Supplemental Indenture No. 1 to be signed,
acknowledged and delivered by its Chairman of the Board,
President, Vice President and Treasurer or its Assistant
Treasurer and its corporate seal to be affixed hereunto and the
same to be attested by its Secretary or Assistant Secretary; and
CONTINENTAL BANK, National Association has caused this
Supplemental Indenture No. 1 to be signed, acknowledged and
delivered by one of its Vice Presidents, and its seal to be
affixed hereunto and the same to be attested by one of its Trust
Officers, all as of the day and year first written above.


                                 PHILLIPS PETROLEUM COMPANY

(Corporate Seal)



                                 BY: /s/ J. M. McKee
                                     ----------------------------
                                     Title: Assistant Treasurer


Attest: /s/ G. C. Meese
        -----------------------
        Secretary




                                 CONTINENTAL BANK, NATIONAL
                                 ASSOCIATION, as Trustee

(Corporate Seal)



                                       By: /s/ A. H. Lenters
                                           ----------------------
                                           Title: Vice President


Attest: /s/ Debra DeLaney
        -----------------------
        Trust Officer


                               -11-

<PAGE>


STATE OF OKLAHOMA      )
                       )  SS:
COUNTY OF WASHINGTON   )


          On the 17th Day of May 1991, before me personally came
                 --------------------
J. M. McKee, to me known, who, being by me duly sworn, did depose
-----------
and say that he resides at Bartlesville, Oklahoma, U.S.A.; that
                           ------------------------------
he is an Assistant Treasurer of PHILLIPS PETROLEUM COMPANY, one
         -------------------
of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name
thereto by like authority.


                                    /s/ Jean J. Morrison
                                ---------------------------------
                                         Notary Public

(NOTARIAL SEAL)

My Commission expires August 8, 1994.
                      --------------



STATE OF ILLINOIS    )
                     )   SS:
COUNTY OF COOK       )


          On the 20th day of May, 1991, before me personally came
                 ---------------------
A. H. Lenters, to me known, who, being by me duly sworn, did
-------------
depose and say that he resides at Chicago, Illinois, U.S.A.; that
                                  -------------------------
he is a Vice President of Continental, Bank, N.A., one of the
        -----------------------------------------
corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name
thereto by like authority.


                                         /s/ Carol Cohen
                                 --------------------------------
                                           Notary Public

(NOTARIAL SEAL)

My Commission Expires               .
                      --------------

                                 --------------------------------
                                        "OFFICIAL SEAL"
                                          CAROL COHEN
                                 NOTARY PUBLIC, STATE OF ILLINOIS
                                  MY COMMISSION EXPIRES 10-29-94
                                ---------------------------------


                              -12-

<PAGE>


                                                        EXHIBIT A

CUSIP NO.                                PRINCIPAL AMOUNT:

REGISTERED NO.


                    PHILLIPS PETROLEUM COMPANY

                   MEDIUM-TERM FIXED RATE NOTE

       Due From Nine Months to 30 Years From Date of Issue


          Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.*
          If applicable, the following will be completed solely
for purposes of the U.S. Federal Income Tax "Original Issue
Discount" rules, as that term is defined in Section 1273 of the
Internal Revenue Code of 1986, as amended.  This information is
provided solely for the purposes of applying the U.S. Federal
Income Tax Original Issue Discount ("OID") rules to the
certificate and is based on an interpretation of proposed
Treasury regulations.  The Issue Date of this certificate is
__________________.



*Applies to Global Notes only


<PAGE>


This certificate has been issued with ___________________________
of OID per $1,000 of initial principal amount.  The annual yield
to maturity is _____% based on semi-annual compounding.  The
amount of OID attributable to the initial accrual period is
_____________ per $1,000 of initial principal amount, contributed
under the ______________________________ method as defined in
proposed Treasury regulations.


ORIGINAL ISSUE DATE:      INTEREST RATE PER ANNUM: %  MATURITY DATE:

                          INTEREST PAYMENT DATES:     SPECIFIED CURRENCY:
                                                       (if other than
                                                        U.S. dollars)

ISSUE PRICE:          %   REDEEMABLE ON OR AFTER:
                          (AT OPTION OF THE         AUTHORIZED DENOMINATIONS:
                           COMPANY)                 (Only applicable if
                                                     Specified Currency is
INITIAL DATE ON WHICH THE                            other than U.S. dollars)
NOTE IS REPAYABLE AT THE
OPTION OF THE HOLDER:                                EXCHANGE RATE AGENT:
                                                     (Only applicable if
                                                      Specified Currency
INITIAL REPAYMENT PERCENTAGE:  INITIAL REDEMPTION     is other than
                               PERCENTAGE:            U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:                     ANNUAL REDEMPTION      DEPOSITARY:
                               PERCENTAGE REDUCTION:  (Only applicable if Note
                                                       is a Global Note)

                                                       SINKING FUND:





OID DEFAULT AMOUNT:            DEFAULT RATE:
(Only applicable if Note       (Only applicable if Note
 issued at original issue       issued at original issue
 discount)                      discount)



                                -2-

<PAGE>


          PHILLIPS PETROLEUM COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware
(herein called the "Company"), for value received, hereby
promises to pay to _____________________________________________,
or registered assigns, the principal sum of______________________
__________________ at the office or agency of the Company in the
Borough of Manhattan, The City of New York, or Chicago, Illinois,
on the maturity date shown above, or if such date is not a
Business Day (as defined below), the next succeeding Business Day
(the "Maturity Date"), and to pay interest on said principal sum
at the rate per annum (computed on the basis of a 360-day year of
twelve 30-day months) shown above, semi-annually on each Interest
Payment Date set forth above from and after the date of this Note
and on the Maturity Date or date of redemption or repayment, if
any, until payment of said principal sum has been made or duly
provided.  The Company will make such payments in respect of non-
U.S. dollar denominated Notes in U.S. dollars; provided, however,
                                               --------  -------
that payments of principal (and premium, if any) and interest on
Notes denominated in other than U.S. dollars will be made in a
Specified Currency other than U.S. dollars (i) at the election of
the holder as provided herein and (ii) at the election of the
Company in the case of imposition of exchange controls or other
circumstances beyond the control of the Company.  Unless this
Note is a Note which has been issued upon transfer of, in
exchange for, or in replacement of a predecessor Note, interest
on this Note shall accrue from the Original Issue Date indicated
above.  If this Note has been issued upon transfer of, in
exchange for, or in


                                -3-

<PAGE>


replacement of a predecessor Note, interest on this Note shall
accrue from the last Interest Payment Date to which interest was
paid on such predecessor Note or, if no interest was paid on such
predecessor Note, from the Original Issue Date indicated above.
The first payment of interest on a Note originally issued and
dated between a Record Date (as defined below) and an Interest
Payment Date will be due and payable on the Interest Payment Date
following the next succeeding Record Date to the registered owner
on such next succeeding Record Date.  Subject to certain
exceptions provided in the Indenture referred to on the reverse
hereof, the interest so payable on any Interest Payment Date will
be paid to the person in whose name this Note is registered at
the close of business on the fifteenth calendar day next
preceding such Interest Payment Date (each such date a "Record
Date"), and interest payable at maturity or upon redemption or
repayment (other than a Maturity Date, redemption date or
repayment date which is an Interest Payment Date) will be paid to
the person to whom said principal sum is payable.
          Payment of interest on this Note due on any Interest
Payment Date (other than interest on this Note due to the holder
hereof on the Maturity Date or a redemption or repayment date, if
any) to be made in U.S. dollars, will be paid by check mailed to
the person entitled thereto at his last address as it appears on
the registry books of the Company.  Notwithstanding the preceding
sentence, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date
will be entitled to receive payments of interest, other than


                                -4-

<PAGE>


interest due at maturity or any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate
wire transfer instructions have been received by the Trustee as
set forth herein.  Payment of the principal of, premium, if any,
and interest, if any, on this Note due to the holder hereof at
maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be paid, in immediately available funds, upon
presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City
of New York, or Chicago, Illinois.
          Payments of interest to be made in a currency or
currency unit other than U.S. dollars (other than interest on
this Note due to the holder hereof on the Maturity Date or date
of redemption or repayment, if any) will be paid by wire transfer
of immediately available funds to a designated account maintained
in _______________________________ or other jurisdiction
   (Country of Specified Currency)
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date.  Payment in a currency or currency unit, other than U.S.
dollars, of the principal of and premium and interest, if any, on
this Note due to the holder hereof at maturity or upon any
earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
_______________________________, or other jurisdiction acceptable
(Country of Specified Currency)
to the Company and the Trustee as shall have been


                                -5-

<PAGE>


designated at least 5 Business Days prior to the Maturity Date by
the registered Holder of this Note at maturity, provided that
this Note is presented for surrender to the paying agent under
the Indenture (the "Paying Agent") in time for the Paying Agent
to make such payment in such funds in accordance with its normal
procedures.
          Any such designation for wire transfer purposes shall
be made by filing the appropriate information with the Trustee at
its Corporate Trust Office or agency in the Borough of Manhattan,
The City of New York, or Chicago, Illinois and, unless revoked by
written notice to the Paying Agent, received by the Paying Agent
on or prior to the Record Date immediately preceding the
applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date or applicable date of redemption or
repayment, as the case may be, shall remain in effect with
respect to further payments with respect to this Note payable to
such holder.
          The holder of any Note denominated in a Specified
Currency other than U.S. dollars may elect to receive payments in
a Specified Currency other than U.S. dollars by transmitting a
written request for such payment to the principal office of the
Paying Agent on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior
to the Maturity Date or date of redemption or repayment, if
applicable.  Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission.  The holder of


                                -6-

<PAGE>


any such Note may elect to receive payment in a Specified
Currency other than U.S. dollars for all principal, premium and
interest payments, if any, and need not file a separate election
for each payment.  Any such election will remain in effect until
revoked by written notice to the Paying Agent, but written notice
of any such revocation must be received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable
Interest Payment Date or the fifteenth calendar day preceding the
Maturity Date or applicable date of redemption or repayment.
          If a payment with respect to this Note cannot be made
by wire transfer because the required designation has not been
received by the Trustee on or before the requisite date or for
any other reason, a notice will be mailed to the holder at its
registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of
such a designation, such payment will be made within 5 Business
Days of such receipt.  The Company will pay any administrative
costs imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
          If the principal of (and premium, if any) or interest
on this Note is payable in other than U.S. dollars and such
Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the control of
the Company, the Company will be entitled to satisfy its
obligations to the holder of this Note by making payment in U.S.
dollars on the basis


                                -7-

<PAGE>


of the most recently available exchange rate as specified by the
Exchange Rate Agent as provided herein.
          Any payment on this Note due on any day which is not a
Business Day in The City of New York or which is not a Business
Day in the City of Chicago, Illinois (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in European Currency Units ("ECUs"),
Brussels, Belgium)) need not be made on such day, but may be made
on the next succeeding Business Day with the same force and
effect as if made on the due date and no interest shall accrue on
such payment for the period from and after such date.
          If this Note is a Global Note as specified on the face
          ------------------------------------------------------
hereof, the following legend is applicable:  "THIS GLOBAL NOTE
------------------------------------------
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OF ANOTHER NOMINEE
OF THE DEPOSITARY."
          "Business Day" shall mean, as used herein with respect
to any particular location, each Monday, Tuesday, Wednesday,
Thursday or Friday which is (a) not a day on which banking
institutions in such location are authorized or obligated by law
or executive order to close and (b) in the event that this Note
is denominated in a Specified Currency other than U.S. dollars,
not a day on which banking institutions in ____________________
                                           (Principal Financial
________________________________________ (or, if this Note is
Center of Country of Specified Currency)
denominated


                                -8-

<PAGE>


in ECUs, in Brussels, Belgium) are authorized or obligated by law
or executive order to close.
          Additional provisions of this Note are contained on the
reverse hereof and such provisions shall for all purposes have
the same effect as though fully set forth at this place.
          This Note shall not be valid or become obligatory for
any purpose until the Certificate of Authentication hereon shall
have been signed by an authorized officer of the Trustee or its
duly authorized agent under the Indenture referred to on the
reverse hereof.
          IN WITNESS WHEREOF, PHILLIPS PETROLEUM COMPANY has
caused this instrument to be signed by the facsimile signatures
of its duly authorized officers, and has caused a facsimile of
its corporate seal to be affixed hereto or imprinted hereon.

Dated:

TRUSTEE's CERTIFICATE OF AUTHENTICATION       PHILLIPS PETROLEUM COMPANY
This Note is one of a designated series
of Securities described in the
Indenture referred to on the reverse
hereof                                        By:

                                              Title:  Chairman of the
                                                      Board of Directors



                                              By:

CONTINENTAL BANK, National Association,       Title:  Vice President and
as Trustee,                                           Treasurer

By: __________________________________
           Authorized Officer
                                              Attest:
                                                       Secretary
           OR

CONTINENTAL BANK, National Association,       [SEAL]
as Authenticating Agent for the Trustee

By: ___________________________________
           Authorized Officer


                                -9-

<PAGE>


                    PHILLIPS PETROLEUM COMPANY

                   MEDIUM-TERM FIXED RATE NOTE

       Due From Nine Months to 30 Years From Date of Issue


          This Note is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness of the
Company (hereinafter called the "Securities"), all issued or to
be issued under and pursuant to an indenture dated as of
September 15, 1990, as supplemented by Supplemental Indenture No.
1 dated as of May 10, 1991 (hereinafter called the "Indenture"),
duly executed and delivered by the Company to Continental Bank,
National Association, as Trustee (hereinafter called the
"Trustee"), to which Indenture reference is hereby made for a
description of the rights, duties and immunities thereunder of
the Trustee and the rights thereunder of the holders of the
Securities.  As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates,
may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if
any, may be subject do different covenants and events of default,
and may otherwise vary as in the Indenture provided or permitted.
This Note is one of a series of the Securities, which series is
limited in aggregate principal amount to $__________ designated
as the Medium-Term Notes Due From 9 Months to 30 Years From Date
of Issue (the "Notes") of the Company.  The Notes may mature at
different


                                -10-

<PAGE>


times, bear interest, if any, at different rates, be redeemable
at the option of the Company at different times or not at all, be
repayable at the option of the holder at different times or not
at all, be issued at an original issue discount and be
denominated in different currencies.
          If this Note is denominated in a currency or currency
unit other than U.S. dollars, any U.S. dollar amount to be
received by a holder of this Note will be based on the highest
bid quotation (rounded up to the nearest cent) in The City of New
York received by the Exchange Rate Agent as of 11:00 A.M., New
York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal
to the aggregate amount of the Specified Currency payable to all
holders of Notes receiving U.S. dollar payments on such payment
date and at which the applicable dealer commits to execute a
contract.  If three such bid quotations are not available,
payments will be made in the Specified Currency.  All currency
exchange costs associated with any payments in a Specified
Currency other than U.S. dollars will be borne by the holder of
the Note by deductions from such payments.
          If the principal, premium (if any) or interest on this
Note is payable in a currency or currency unit other than U.S.
dollars and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified


                               -11-

<PAGE>


Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then
the Company shall be entitled to satisfy its obligations
hereunder by making such payment in U.S. dollars.  Any such
payment shall be made on the basis of the noon buying rate in The
City of New York for cable transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the second day prior to such
payment, or if such Market Exchange Rate is not then available,
on the basis of the most recently available Market Exchange Rate.
Any payment under such circumstances in U.S. dollars where
required payment is in a Specified Currency will not constitute a
default under the Indenture.
          In case an Event of Default, as defined in the
Indenture, with respect to the Notes shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
          The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the
outstanding Securities of all series issued under the Indenture
which are affected thereby (voting as one class), at the time
outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture
or any indenture supplemental thereto or modifying in any manner
the


                               -12-

<PAGE>


rights of the holders of the Notes; provided, however, that no
                                    --------  -------
such supplemental indenture shall (i) extend the fixed maturity
of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment
of interest thereon, or reduce any amount payable upon the
redemption thereof without the consent of the holder of each such
Security so affected, (ii) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for
any such supplemental indenture, without the consent of the
holders of all Securities affected then outstanding or (iii)
modify, without the written consent of the Trustee, the rights,
duties or immunities of the Trustee.  The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series (or of all
Securities, as the case may be) then outstanding, prior to any
declaration accelerating the maturity of such Securities, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences, except in each case a failure to pay principal or
premium, if any, or interest on such Securities or except in the
event of a default in respect of covenants or provisions in the
Indenture or herein which cannot be modified or amended without
the consent of the holder of each Security affected.  Any such
consent or waiver by the holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Note
and any Notes which may be issued upon the registration of


                               -13-

<PAGE>


transfer hereof or in exchange or substitution therefor,
irrespective of whether or not any notation thereof is made upon
this Note or other such Notes.
          If so provided on the face of this Note, this Note may
be redeemed by the Company on and after the date so indicated on
the face hereof.  On and after the date, if any, from which this
Note may be redeemed, this Note may be redeemed in whole or in
part, at the option of the Company at a redemption price equal to
the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage.  The Redemption
Percentage shall initially equal the Initial Redemption
Percentage specified on the face of this Note, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified on the face of this Note, until the
Redemption Percentage is equal to 100%.
          If so provided on the face of this Note, this Note is
subject to redemption in part, through the operation of the
sinking fund provided for in the Indenture, on and after the date
so indicated on the face hereof and at the price equal to the
sinking fund redemption price noted on the face hereof, together
with accrued interest to the date fixed for redemption.  At its
option, the Company may pay into the sinking fund for the
retirement of the Notes, in cash except as provided in the
Indenture, on the dates specified on the face hereof, an amount
sufficient to redeem an additional principal amount of the Notes
up to an amount specified on the face hereof at the sinking fund


                               -14-

<PAGE>


redemption price.  To the extent that the right to such optional
sinking fund payment is not exercised in any year, it shall not
be cumulative or carried forward to any subsequent year.
          If so provided on the face of this Note, this Note will
be repayable in whole or in part in increments of $1,000 or, in
the case of non-U.S. dollar denominated Notes, of an amount equal
to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided
that the remaining principal amount of any Note surrendered for
partial repayment shall be at least $100,000 or, in the case of
non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to on the face hereof, on any Business Day
on or after the "Initial Date on which the Note is Repayable at
the Option of the Holder" (as stated on the face hereof), at the
option of the holder, at the repayment amount specified on the
face hereof, plus accrued interest, if any, to the repayment
date.  In order for the exercise of the option to be effective
and the Notes to be repaid, the Company must receive at the
applicable address of the Paying Agent set forth below or at such
other place or places of which the Company shall from time to
time notify the holder of the within note, on or before the
fifteenth, but not earlier than the twenty-fifth calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a


                               -15-

<PAGE>


national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Company will receive this Note, with the form below entitled
"Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile
transmission, or letter (and this Note and form duly completed
are received by the Company by such fifth Business Day).  Any
such election shall be irrevocable.  The address to which such
deliveries are to be made are as follows:  (i) to Continental
Bank, National Association, Attention:  Corporate Trust Division,
231 LaSalle Street, Chicago, Illinois 60697, if delivery is made
by regular or registered mail, (ii) to Continental Bank, National
Association, Corporate Trust Operations, 19th Floor, 231 South
LaSalle Street, Chicago, Illinois 60697, if delivery is made by
hand, armored car or courier service or (iii) to Continental
Bank, National Association, Attention:  Corporate Trust Division,
231 South LaSalle Street, Chicago, Illinois 60697, if delivery is
by telegram or facsimile transmission (or, at such other places
as the Company shall notify the holders of the Notes).  All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final,
binding and non-


                               -16-

<PAGE>


appealable.  No transfer or exchange of any Note (or, in the
event that any Note is to be repaid in part, the portion of the
Note to be repaid) will be permitted after exercise of a
repayment option.
          If this Note is issued with an original issue discount,
(i) if an Event of Default with respect to the Notes shall have
occurred and be continuing, the amount of principal of this Note
which may be declared due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under "OID Default
Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption, repayment at
the option of the holder or at the stated maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of
this Note shall bear interest at a rate of interest per annum
equal to the Default Rate stated on the face hereof (to the
extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder
or stated maturity, as the case may be, to the date payment has
been made or duly provided for or such default has been waived in
accordance with the terms of the Indenture.
          The Notes are issuable in global or definitive form
without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations
indicated on the face hereof.  Upon due presentment for


                               -17-

<PAGE>


registration of transfer of this Note at the office or agency of
the Company in the Borough of Manhattan, The City of New York, or
Chicago, Illinois, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate
principal amount and like interest rate and maturity will be
issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture and to the limitations
described below if applicable, without charge except for any tax
or other governmental charge imposed in connection therewith.
          If this Note is a Global Note (as specified on the face
hereof), this Note is exchangeable only if (x) the Depositary
notifies the Company that it is unwilling or unable to continue
as Depositary for this Global Note or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed by the Company, (y) the Company in
its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing.  If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at
the same rate or pursuant to the same formula, having the same
date of issuance, redemption provisions, if any, Specified
Currency, Maturity Date and other terms and of differing
denominations aggregating a like amount.


                               -18-

<PAGE>


          No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the places,
at the respective times, at the rate and in the currency herein
prescribed.
          The Company, the Trustee and any paying agent may deem
and treat the registered holder hereof as the absolute owner of
this Note at such holder's address as it appears on the registry
books of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any paying agent shall be affected by any notice to the
contrary.  All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
          No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto of any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or
against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment
or by any legal


                               -19-

<PAGE>


or equitable proceeding or otherwise, all such personal liability
of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance
hereof and as a condition of and as part of the consideration for
the issuance of this Note.
          Terms used herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the
Indenture.
          This Note shall be governed by and construed in
accordance with the laws of the State of New York.

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


               OPTION TO ELECT REPAYMENT

          TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
          AT THE OPTION OF THE HOLDER AND THE HOLDER
          ELECTS TO EXERCISE SUCH RIGHTS

          The undersigned hereby irrevocably requests and
instructs the Company to repay the within Note (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at __________________________
_________________________________________________________________
(Please print or typewrite name and address of the undersigned)
          For this Note to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth above or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the


                               -20-

<PAGE>


fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be
received by the Company not later than five Business Days after
the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the
Company by such fifth Business Day).
          If less than the entire principal amount of the within
Note is to be repaid, specify the portion thereof (which shall be
an integral multiple of $1,000 or, if the Note is denominated in
a currency other than U.S. dollars, of an amount equal to the
integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: _____________________________; and
specify the denomination or denominations (which shall be
$100,000


                               -21-
<PAGE>


or an integral multiple of $1,000 in excess thereof or, if the
Note is denominated in a currency other than U.S. dollars, an
Authorized Denomination) of the Note or Notes to be issued to the
holder for the portion of the within Note not being repaid (in
the absence of any specification, one such Note will be issued
for the portion not being repaid): _________________



Date: _______________        ___________________________________
                             Notice:  The signature to this
                             Option to Elect Repayment must
                             correspond with the name as written
                             upon the face of the Note in every
                             particular without alteration or
                             enlargement or any other change
                             whatsoever.


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



                               -22-

<PAGE>



                          ABBREVIATIONS

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

TEN COM--as tenants in common    UNIF GIFT MIN ACT--........ Custodian......
TEN ENT--as tenants by the                            (Cust)         (Minor)
           entireties
JT TEN --as joint tenants with    Under Uniform Gifts to Minors Act
           right of survivorship
           and not as tenants in
           common               ...........................................


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


      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


Please Insert Social Security or
Other Identifying Number of Assignee

____________________________________

/________________________________/________________________________________


      PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE

____________________________________________________________________________


____________________________________________________________________________


the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably
constitute and appoint ______________________________________________
attorney to transfer the said Note on the books of the Company, with full
power of substitution in the premises.


Dated:_______________             __________________________________________

                                  __________________________________________


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


                                -23-

<PAGE>




                                                   EXHIBIT B

CUSIP NO.                           PRINCIPAL AMOUNT:

REGISTERED NO.

                    PHILLIPS PETROLEUM COMPANY

                  MEDIUM-TERM FLOATING RATE NOTE

       Due From Nine Months to 30 Years From Date of Issue


          Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.*
          If applicable, the following will be completed solely
for purposes of the U.S. Federal Income Tax "Original Issue
Discount" rules, as that term is defined in Section 1273 of the
Internal Revenue Code of 1986, as amended.  This information is
provided solely for the purposes of applying the U.S. Federal
Income Tax Original Issue Discount ("OID") rules to the
certificate and is based on an interpretation of proposed
Treasury regulations.  The Issue Date of this certificate is
________________.  This certificate has been issued with
_______________________________




*Applies to Global Notes only



<PAGE>


of OID per $1,000 of initial principal amount.  The annual yield
to maturity is _____% based on semi-annual compounding.  The
amount of OID attributable to the initial accrual period is
______________ per $1,000 of initial principal amount,
contributed under the ___________________________ method as
defined in proposed Treasury regulations.


ORIGINAL ISSUE DATE:        INITIAL INTEREST RATE:      MATURITY DATE:

INTEREST RATE BASIS:        MAXIMUM INTEREST RATE:      INDEX MATURITY:

INTEREST PAYMENT PERIOD:    MINIMUM INTEREST RATE:      SPREAD:      +
                                                                     -

INTEREST PAYMENT DATES:     INTEREST RESET DATE:        SPREAD MULTIPLIER:

INTEREST CALCULATION DATES: INTEREST RATE RESET PERIOD: CALCULATION AGENT:

INTEREST DETERMINATION      AUTHORIZED DENOMINATIONS:   SPECIFIED CURRENCY
DATES:                      (Only applicable if         (if other than
                             Specified Currency is       U.S. Dollars)
                             other than U.S. dollars)

INITIAL DATE ON WHICH THE   REDEEMABLE ON OR AFTER:     EXCHANGE RATE AGENT:
NOTE IS REPAYABLE AT THE    (AT OPTION OF COMPANY)      (Only applicable if
OPTION OT THE HOLDER:                                    Specified Currency
                                                         is other than U.S.
                                                         dollars)

INITIAL REPAYMENT           INITIAL REDEMPTION          DEPOSITARY:
PERCENTAGE:                 PERCENTAGE:                 (Only applicable if
                                                         this Note is a
ANNUAL REPAYMENT            ANNUAL REDEMPTION            Global Note)
PERCENTAGE REDUCTION:       PERCENTAGE REDUCTION:
                                                        SINKING FUND:







OID DEFAULT AMOUNT:         DEFAULT RATE:
(Only applicable if Note    (Only applicable if Note is
 is issued at original       issued at original issue
 issue discount)             discount)



                                -2-

<PAGE>



          PHILLIPS PETROLEUM COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware
(herein called the "Company"), for value received, hereby
promises to pay to __________________________, or registered
assigns, the principal sum of __________________________________
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or Chicago, Illinois, on the
maturity date shown above (except to the extent redeemed or
repaid prior to such date), or if such date is not a Business
Day, the next succeeding Business Day (the "Maturity Date"), and
to pay interest thereon at a rate per annum equal to the Initial
Interest Rate specified above until the first Interest Reset Date
specified above and thereafter at a rate per annum determined in
accordance with the provisions specified on the reverse hereof
until the principal hereof is paid or duly made available for
payment.  The Company will pay interest in arrears monthly,
quarterly, semi-annually or annually as specified above under
"Interest Payment Period", on each Interest Payment Date
specified above, commencing with the first Interest Payment Date
following the Original Issue Date specified above, and on the
Maturity Date or date of redemption or repayment, if any, on said
principal sum at said offices or agencies; provided, however,
                                           --------  -------
that if any Interest Payment Date specified above (or any date of
redemption or repayment) would otherwise fall on a day that is
not a Business Day (as defined herein), such Interest Payment
Date (or redemption or repayment date) will be the following day
that is a Business Day, except that in the event that the
Interest Rate Basis for


                                -3-

<PAGE>



this Note is LIBOR, if such day falls in the next calendar month,
such Interest Payment Date (or redemption or repayment date) will
be the next preceding day that is a Business Day; provided,
                                                  --------
further, that if the Original Issue Date occurs between a Record
-------
Date (as defined herein) and the next succeeding Interest Payment
Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date to which the
registered holder of this Note on the Record Date with respect to
such second Interest Payment Date.  The Company will make
payments of principal (and premiums, if any) and interest in
respect of non-U.S. dollar denominated Notes in U. S. dollars;
provided, however, that payments of principal (and premium, if
--------  -------
any) and interest on Notes denominated in other than U.S. dollars
will be made in a Specified Currency other than U.S. dollars (i)
at the election of the holder as provided herein and (ii) at the
election of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the
Company.
          Interest on this Note will accrue from the most recent
date to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for, from the Original
Issue Date, until the principal hereof has been paid or duly made
available for payment.  The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date fifteen
calendar days prior to such Interest Payment Date (whether or not


                                -4-

<PAGE>


a Business Day) (each such date a "Record Date"); provided,
                                                  ---------
however, that interest payable on the Maturity Date (or any
--------
redemption or repayment date) will be payable to the person to
whom the principal hereof shall be payable.  "Business Day" shall
mean, as used herein with respect to any particular location,
each Monday, Tuesday, Wednesday, Thursday or Friday which is (a)
not a day on which banking institutions in such location are
authorized or obligated by law or executive order to close, (b)
in the event that the Interest Rate Basis for this Note is LIBOR,
a London Business Day and (c) in the event that this Note is
denominated in a Specified Currency other than U.S. dollars, not
a day on which banking institutions in

____________________________________________________________ (or,
(Principal Financial Center of Country of Specified Currency)
if this Note is denominated in European Currency Units ("ECUs"),
in Brussels, Belgium) are authorized or obligated by law or
executive order to close.  "London Business Day" shall mean any
day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
          Payment of interest on this Note due on any Interest
Payment Date (other than interest on this Note due to the holder
hereof on the Maturity Date or a redemption or repayment date, if
any) to be made in U.S. dollars, will be made by check mailed to
the person entitled thereto at the holder's last address as it
appears on the registry books of the Company.  Notwithstanding
the preceding sentence, a holder of U.S. $10,000,000 or more in
aggregate principal amount of Notes having the same Interest


                                -5-

<PAGE>


Payment Date will be entitled to receive payments of interest,
other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the
Trustee as set forth herein.  Payment of the principal of,
premium, if any, and interest, if any, on this Note due to the
holder hereof at maturity or upon earlier redemption or repayment
to be made in U.S. dollars, will be made, in immediately
available funds, upon presentation of this Note at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or Chicago, Illinois.
          Payments of interest to be made in a currency or
currency unit other than U.S. dollars (other than interest on
this Note due to the holder hereof on the Maturity Date or date
of redemption or repayment, if any) will be paid by wire transfer
of immediately available funds to a designated account maintained
in _______________________________, or other jurisdiction
   (Country of Specified Currency)
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date.  Payment in a currency, or currency unit, other than U.S.
dollars, of the principal and premium and interest, if any, on
this Note due to the holder hereof at maturity or upon any
earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
_______________________________, or other jurisdiction acceptable
(Country of Specified Currency)


                                -6-

<PAGE>


to the Company and the Trustee as shall have been designated at
least 5 Business Days prior to the Maturity Date by the
registered holder of this Note at maturity, provided that this
Note is presented for surrender to the paying agent under the
Indenture (the "Paying Agent") in time for the Paying Agent to
make such payment in such funds in accordance with its normal
procedures.
          Any such designation for wire transfer purposes shall
be made by filing the appropriate information with the Trustee at
its Corporate Trust Office or agency in the Borough of Manhattan,
The City of New York, or Chicago, Illinois and, unless revoked by
written notice to the Paying Agent received by the Paying Agent
on or prior to the Record Date immediately preceding the
applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date or applicable date of redemption or
repayment, as the case may be, shall remain in effect with
respect to any further payments with respect to this Note payable
to such holder.
          The holder of any Note denominated in a Specified
Currency other than U.S. dollars may elect to receive payments in
a Specified Currency other than U.S. dollars by transmitting a
written request for such payment to the principal offices of the
Paying Agent on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior
to the Maturity Date or date of redemption or repayment, if
applicable.  Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission.  The holder of


                                -7-

<PAGE>



any such Note may elect to receive payment in a Specified
Currency other than U.S. dollars for all principal, premium and
interest payments and need not file a separate election for each
payment.  Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any
such revocation must be received by the Paying Agent on or prior
to the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth calendar day preceding the Maturity
Date or applicable date of redemption or repayment.
          If a payment with respect to this Note cannot be made
by wire transfer because the required designation has not been
received by the Trustee on or before the requisite date or for
any other reason, a notice will be mailed to the holder at its
registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of
such a designation, such payment will be made within 5 Business
Days of such receipt.  The Company will pay any administrative
costs imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
          If the principal of (and premium, if any) or interest
on this Note is payable in other than U.S. dollars and such
Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the control of
the Company, the Company will be entitled to satisfy its
obligations to the holder of this Note by making payment in U.S.
dollars on the basis


                                -8-

<PAGE>


of the most recently available exchange rate as specified by the
Exchange Rate Agent as provided herein.
          If this Note is a Global Note as specified on the face
          ------------------------------------------------------
hereof, the following legend is applicable:  "THIS GLOBAL NOTE
------------------------------------------
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY."
          Additional provisions of this Note are contained on the
reverse hereof and such provisions shall for all purposes have
the same effect as though fully set forth at this place.
          This Note shall not be valid or become obligatory for
any purpose until the Certificate of Authentication hereon shall
have been signed by an authorized officer of the Trustee or its
duly authorized agent under the Indenture referred to on the
reverse hereof.


                                -9-

<PAGE>


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

Dated:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION PHILLIPS PETROLEUM COMPANY
This Note is one of a designated series
of Securities described in the
Indenture referred to on the reverse
hereof                                  By:

                                   Title:  Chairman of the
                                           Board of Directors


                                        By:

CONTINENTAL BANK, National Association, Title:  Vice President and Treasurer
as Trustee,

By:______________________________
          Authorized Officer
                                   Attest:
                                           Secretary
          OR

CONTINENTAL BANK, National Association, [SEAL]
as Authenticating Agent for the Trustee

By: _____________________________
          Authorized Officer


                               -10-

<PAGE>



                    PHILLIPS PETROLEUM COMPANY

                  MEDIUM-TERM FLOATING RATE NOTE

         Due From 9 Months to 30 Years From Date of Issue


          This Note is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness of the
Company (hereinafter called the "Securities"), all issued or to
be issued under and pursuant to an indenture dated as of
September 15, 1990 as supplemented by Supplemental Indenture No.
1 dated as of May 23, 1991 (hereinafter called the "Indenture"),
duly executed and delivered by the Company to Continental Bank,
National Association, as Trustee (hereinafter called the
"Trustee"), to which Indenture reference is hereby made for a
description of the rights, duties and immunities thereunder of
the Trustee and the rights thereunder of the holders of the
Securities.  As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates,
may be subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if
any, may be subject to different covenants and events of default,
and may otherwise vary as in the Indenture provided or permitted.
This Note is one of a series of the Securities, which series is
limited in aggregate principal amount to $________, designated as
the Medium-Term Notes Due From 9 Months to 30 Years From Date of
Issue (the "Notes") of the Company.  The Notes may mature at
different


                               -11-

<PAGE>


times, bear interest, if any, at different rates, be redeemable
at the option of the Company at different times or not at all, be
repayable at the option of the holder at different times or not
at all and be denominated in different currencies.
          Subject to applicable provisions of law and except as
specified herein, this Note will bear interest at the rate
determined in accordance with the applicable provisions below by
reference to the Interest Rate Basis specified on the face
hereof.  The interest rate in effect from the date of issue to
the first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof.  Commencing with the first Interest
Reset Date specified on the face hereof following the Original
Issue Date specified on the face hereof, the rate at which
interest on this Note is payable shall be adjusted daily, weekly,
monthly, quarterly, semi-annually or annually as specified on the
face hereof under "Interest Rate Reset period"; provided,
                                                --------
however, that the interest rate in effect hereon for the 10
-------
calendar days immediately prior to the maturity hereof (or, with
respect to any principal amount to be redeemed or repaid, any
redemption or repayment date) will be that in effect on the tenth
day next preceding the Maturity Date or such date of redemption
or repayment, as the case may be.  Each such adjusted rate shall
be applicable from and including the Interest Reset Date to which
it relates to but not including the next succeeding Interest
Reset Date or until maturity, as the case may be.  If any
Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the
next succeeding day


                               -12-

<PAGE>


that is a Business Day, except that if the Interest Rate Basis
specified on the face hereof is LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day.
          Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR and Prime
Rate will be the second Business Day next preceding such Interest
Reset Date.  The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in
which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if as a
                             --------  -------
result of a legal holiday an auction is held on the Friday of the
week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided,
                                                       --------
further, that if an auction shall fall on any Interest Reset
-------
Date, then the Interest Reset Date shall instead be the first
Business Day following the date of such auction.
          Unless otherwise specified on the face hereof, the
"Calculation Date" pertaining to any Interest Determination Date
will be the earlier of the tenth calendar day after such Interest
Determination Date or the next succeeding Record Date after such
Interest Determination Date or, if either such day is not a
Business Day, the next succeeding Business Day.


                               -13-

<PAGE>



          Determination of Interest Rate Per Annum for Prime
          --------------------------------------------------
Rate Notes.  If the Interest Rate Basis specified on the face
----------
hereof is Prime Rate, the interest rate per annum determined with
respect to any Interest Determination Date specified on the face
hereof shall equal the rate, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof,
or by multiplication by the Spread Multiplier, if any, specified
on the face hereof, set forth for the relevant Prime Rate
Interest Determination Date in "Statistical Release H.15(519),
Selected Interest Rates", published by the Board of Governors of
the Federal Reserve System under the heading "Bank Prime Loan",
or any successor publication ("Release H.15(519)").  In the event
that such rate is not published prior to 9:00 A.M., New York City
time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Reset Date will be the arithmetic mean
(adjusted or multiplied as described above) of the rates of
interest publicly announced by each bank that appears on the
display designated as page "NYMF" on the Reuter Monitor Money
Rates Service (or such other page as may replace the NYMF page on
that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen NYMF
Page") as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date as quoted
on the Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date.  If fewer than four such rates appear on the
Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date, the Prime Rate with respect to such Interest
Reset Date will be the


                               -14-

<PAGE>


arithmetic mean (adjusted or multiplied and calculated as
described above) of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by
a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date by three major money center banks in
The City of New York selected by the Calculation Agent; provided,
                                                        --------
however, that if fewer than three banks selected as aforesaid by
-------
the Calculation Agent are quoted as mentioned in this sentence,
the Prime Rate with respect to such Interest Reset Date will be
the Prime Rate in effect on such Prime Rate Interest
Determination Date.

          Determination of Interest Rate Per Annum for LIBOR
          --------------------------------------------------
Notes.  If the Interest Rate Basis specified on the face hereof
-----
is LIBOR, the interest rate per annum determined with respect to
any Interest Determination Date specified on the face hereof
shall equal the arithmetic mean (as calculated by the Calculation
Agent specified on the face hereof) of offered rates for deposits
of not less than U.S. $1,000,000 having the Index Maturity
specified on the face hereof, commencing on the second Business
Day immediately following such LIBOR Interest Determination Date,
which appear on the Reuters Screen LIBO Page (as defined herein)
as of 11:00 A.M., London time, on such Interest Determination
Date, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;
provided, however, that if fewer than two such offered rates so
--------  -------
appear on the Reuters Screen LIBO Page, the Calculation Agent
shall request the principal


                               -15-

<PAGE>


London office of each of four major banks in the London interbank
market selected by the Calculation Agent to provide a quotation
of the rate at which such bank offered to prime banks in the
London interbank market at approximately 11:00 A.M., London time,
on such Interest Determination Date, deposits in U.S. dollars
having the Index Maturity specified on the face hereof and in a
principal amount not less than U.S. $1,000,000 and equal to an
amount that is representative for a single transaction in such
market at such time, and the interest rate per annum hereon shall
equal the arithmetic mean (adjusted or multiplied as described
above) of (a) such quotations, if at least two quotations are
provided, or (b), if fewer than two such quotations are provided,
the rates quoted at approximately 11:00 A.M., New York City time
on such Interest Determination Date by three major banks in The
City of New York selected by the Calculation Agent for loans in
U.S. dollars to leading European banks having the Index Maturity
specified on the face hereof and in a principal amount that is
not less than U.S. $1,000,000 and is representative for a single
transaction in such market at such time, in either case, adjusted
or multiplied and calculated as described above; provided,
                                                 --------
however, that if not all of the three banks selected by the
-------
Calculation Agent pursuant to clause (b) above are quoting as
described above, the interest rate per annum hereon with respect
to such Interest Determination Date shall be the LIBOR in effect
hereon on such Interest Determination Date.  "Reuters Screen LIBO
Page" shall mean the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that


                                -16-

<PAGE>


service for the purpose of displaying London interbank offered
rates of major banks).

          Determination of Interest Rate Per Annum for Treasury
          -----------------------------------------------------
Rate Notes.  If the Interest Rate Basis specified on the face
----------
hereof is Treasury Rate, the interest rate per annum determined
with respect to any Interest Determination Date specified on the
face hereof shall equal the rate for the auction held on such
date of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof as
published in Release H.15(519), under the heading "U.S.
Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 9:00 A.M., New York City
time, on the Interest Calculation Date (as specified on the face
hereof) pertaining to such Interest Determination Date, the
auction average rate on such Interest Determination Date
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise reported by the United States Department of the
Treasury, in either case, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof.  In the event that the results of the auctions of
Treasury Bills having the Index Maturity specified on the face
hereof are not published or reported as provided above by 3:00
P.M., New York City time, on such Interest Calculation Date or if
no such auction is held on such Interest Determination Date, then
the interest rate per annum with respect to such Interest
Calculation Date shall be calculated by the


                                -17-

<PAGE>


Calculation Agent and shall be the yield to maturity (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) calculated using the
arithmetic mean (adjusted or multiplied as described above) of
the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers in
The City of New York selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the
Index Maturity specified on the face hereof, adjusted or
multiplied as described above; provided, however, that if the
                               --------  -------
dealers selected as aforesaid by the Calculation Agent are not
quoting as described in this sentence, the interest rate per
annum hereon with respect to such Interest Determination Date
shall be the Treasury Rate in effect hereon on such Interest
Determination Date.

          Determination of Interest Rate Per Annum for
          --------------------------------------------
Commercial Paper Rate Notes.  If the Interest Rate Basis
---------------------------
specified on the face hereof is Commercial Paper Rate, the
Interest Rate per annum determined with respect to any Interest
Determination Date Specified on the face hereof shall equal (a)
the Money Market Yield (as defined herein) of the rate on such
Interest Determination Date for commercial paper having the Index
Maturity specified on the face hereof, (i) as such rate is
published in Release H.15(519), under the heading "Commercial
Paper", or (ii) if such rate is not published prior to 9:00 A.M.,
New York City time, on the Interest Calculation Date (as
specified on the face hereof) pertaining to such Interest
Determination Date, as


                                -18-

<PAGE>


published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities", or any successor publication of the
Federal Reserve Bank of New York ("Composite Quotations"), under
the heading "Commercial Paper", or (b) if by 3:00 P.M., New York
City time, on such Interest Calculation Date, such rate is not
published in either of such publications, the Money Market Yield
of the arithmetic mean of the offered rates, as of 11:00 A.M.,
New York City time, on such Interest Determination Date, of three
leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the
Index Maturity specified on the face hereof placed for industrial
issuers whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided,
                                                  --------
however, that if fewer than three such dealers are quoting as
-------
described above, the interest rate per annum hereon with respect
to such Interest Determination Date shall be the Commercial Paper
Rate in effect hereon on such Interest Determination Date.
          "Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:


     Money Market Yield = 100 x           360 x D
                                ---------------------------
                                        360 - (D x M)


                                -19-

<PAGE>


where "D" refers to the per annum rate for commercial paper,
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.

          Determination of Interest Rate Per Annum for CD Rate
          ----------------------------------------------------
Notes.  If the Interest Rate Basis specified on the face hereof
-----
is CD Rate, the Interest Rate per annum determined with respect
to any Interest Determination Date specified on the face hereof
shall equal the rate, adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof, for the relevant CD Interest Determination Date for
negotiable certificates of deposit having the specified Index
Maturity as published in Release H.15(519) under the heading "CDs
(Secondary Market)".  In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the CD Rate with respect to such Interest
Reset Date shall be the rate (adjusted or multiplied as described
above) on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as
published in Composite Quotations under the heading "Certificates
of Deposit".  If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either Release
H.15(519) or Composite Quotations, the CD Rate with respect to
such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean (adjusted or multiplied as
described above) of the secondary market offered rates, as of
10:00 A.M., New York City


                                -20-

<PAGE>


time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent
for negotiable certificates of deposit of major United States
money market banks of the highest credit standing with a
remaining maturity closest to the specified Index Maturity in a
denomination of U.S. $5,000,000; provided, however, that, if
                                 --------  -------
fewer than three dealers selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect
on such CD Rate Interest Determination Date.

          Determination of Interest Rate Per Annum for Federal
          ----------------------------------------------------
Funds Rate Notes.  If the Interest Rate Basis specified on the
----------------
face hereof is Federal Funds Rate, the Interest Rate per annum
determined with respect to any Interest Determination Date
specified on the face hereof shall equal the rate, adjusted by
the addition or subtraction of the Spread, if any, specified on
the face hereof, or by multiplication by the Spread Multiplier,
if any, specified on the face hereof, on the relevant Federal
Funds Interest Determination Date for Federal Funds as published
in Release H.15(519) under the heading "Federal Funds
(Effective)".  In the event that such rate is not published prior
to 9:00 A.M., New York City time, on the relevant Calculation
Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate (adjusted or multiplied as described
above) on such Federal Funds Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective


                                -21-

<PAGE>


Rate".  If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either Release H.15(519) or
Composite Quotations, the Federal Funds Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean (adjusted or multiplied as
described above) of the rates, as of 11:00 A.M., New York City
time, on such Federal Funds Interest Determination Date, for the
last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
                                        --------  -------
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds
Interest Determination Date.
          Notwithstanding the foregoing, the interest rate per
annum hereon shall not be greater than the Maximum Interest Rate,
if any, or less than the Minimum Interest Rate, if any, specified
on the face hereof.  The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing on or
before each Interest Calculation Date.
          The interest rate on this Note will in no event be
higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application.
          At the request of the holder hereof, the Calculation
Agent will provide to the holder hereof the interest rate hereon
then in effect and, if determined, the interest rate which will


                               -22-

<PAGE>


become effective as a result of a determination made on the most
recent Interest Determination Date with respect to this Note.
          Interest payments hereon will include interest accrued
to but excluding the applicable Interest Payment Date or the
Maturity Date (or any earlier redemption or repayment date), as
the case may be; provided, however, that if the rate at which
                 --------  -------
interest on this Note is payable shall be adjusted daily or
weekly as specified on the face hereof under "Interest Rate Reset
Period" and as determined in accordance with the provisions
hereof, interest payable on any Interest Payment Date, other than
interest payable on any date on which principal hereof is
payable, will include interest accrued to and including the
Record Date next preceding such Interest Payment Date.  Accrued
Interest hereon from the Original Issue Date or from the last
date to which interest hereon has been paid, as the case may be,
shall be an amount calculated by multiplying the principal amount
hereof by an accrued interest factor.  Such accrued interest
factor shall be computed by adding the interest factors
calculated for each day from the Original Issue Date or from the
last date to which interest shall have been paid or duly provided
for, as the case may be, up to but not including the date for
which accrued interest is being calculated.  The interest factor
for each such day shall be computed by dividing the interest rate
per annum applicable to such day by 360 if the Interest Rate
Basis specified on the face hereof is Prime Rate, LIBOR,
Commercial Paper Rate, CD Rate or Federal Funds Rate or by the
actual number of days in the year if the Interest Rate Basis
specified on the face hereof is


                               -23-

<PAGE>


Treasury Rate.  All percentages used in or resulting from any
calculation of the rate of interest on this Note will be rounded,
if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a
percentage point round upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to
the nearest cent (with one-half cent rounded upward).
          If this Note is denominated in a currency or currency
unit other than U.S. dollars, any U.S. dollar amount to be
received by a holder of this Note will be based on the highest
bid quotation (rounded to the nearest cent) in The City of New
York received by the Exchange Rate Agent as of 11:00 A.M., New
York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal
to the aggregate amount of the Specified Currency payable to all
holders of Notes receiving U.S. dollar payments on such payment
date and at which the applicable dealer commits to execute a
contract.  If three such bid quotations are not available,
payments will be made in the Specified Currency.  All currency
exchange costs associated with any payments in U.S. dollars will
be borne by the holder of the Note by deductions from such
payments.
          If the principal, premium (if any) or interest on this
Note is payable in a currency or currency unit other than U.S.
dollars and, due to the imposition of exchange controls or other


                               -24-

<PAGE>


circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal, premium or interest to be made in the Specified
Currency, then the Company shall be entitled to satisfy its
obligations hereunder by making such payment in U.S. dollars.
Any such payment shall be made on the basis of the noon buying
rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the second day
prior to such payment, or if such Market Exchange Rate is not
then available, on the basis of the most recently available
Market Exchange Rate.  Any payment under such circumstances in
U.S. dollars where required payment is in a Specified Currency
will not constitute a default under the Indenture.
          In case an Event of Default, as defined in the
Indenture, with respect to the Notes shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
          The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the
outstanding Securities of all series issued under the Indenture
which are affected thereby (voting as one class), at the time
outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture
or of any


                               -25-

<PAGE>


indenture supplemental thereto or modifying in any manner the
rights of the holders of the Notes; provided, however, that no
                                    --------  -------
such supplemental indenture shall (i) extend the fixed maturity
of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment
of interest thereon, or reduce any amount payable upon the
redemption thereof without the consent of the holder of each such
Security so affected, (ii) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for
any such supplemental indenture, without the consent of the
holders of all Securities affected then outstanding or (iii)
modify, without the written consent of the Trustee, the rights,
duties or immunities of the Trustee.  The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series (or of all
Securities, as the case may be) then outstanding, prior to any
declaration accelerating the maturity of such Securities, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences, except in each case for failure to pay principal or
premium, if any, or interest on such Securities or except in the
event of a default in respect of covenants or provisions in the
Indenture or herein which cannot be modified or amended without
the consent of the holder of each Security affected.  Any such
consent by the holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Note
and any Notes


                               -26-

<PAGE>


which may be issued upon the registration of transfer hereof or
in exchange or substitution therefor, irrespective of whether or
not any notation thereof is made upon this Note or other such
Notes.
          If so provided on the face of this Note, this Note may
be redeemed by the Company on and after the date so indicated on
the face hereof.  On and after the date, if any, from which this
note may be redeemed, this Note may be redeemed in whole or in
part at the option of the Company at a redemption price equal to
the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage.  The Redemption
Percentage shall initially equal the Initial Redemption
Percentage specified on the face of this Note, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified on the face of this Note, until the
Redemption Percentage is equal to 100%.
          If so provided on the face of this Note, this Note is
subject to redemption in part, through the operation of the
sinking fund provided for in the Indenture, on and after the date
so indicated on the face hereof and at the price equal to the
sinking fund redemption price noted on the face hereof, together
with accrued interest to the date fixed for redemption.  At its
option, the Company may pay into the sinking fund for the
retirement of the Notes, in cash except as provided in the
Indenture, on the dates specified on the face hereof, an amount
sufficient to redeem an additional principal amount of the Notes
up to an amount specified on the face hereof at the sinking fund


                               -27-

<PAGE>


redemption price.  To the extent that the right to such optional
sinking fund payment is not exercised in any year, it shall not
be cumulative or carried forward to any subsequent year.
          If so provided on the face of this Note, this Note will
be repayable in whole or in part in increments of $1,000 or, in
the case of non-U.S. dollar denominated Notes, of an amount equal
to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided
that the remaining principal amount of any Note surrendered for
partial repayment shall be at least $100,000 or, in the case of
non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to on the face hereof, on any Business Day
on or after the "Initial Date on Which the Note is Repayable at
the Option of the Holder" (as stated on the face hereof), at the
option of the holder, at the repayment amount specified on the
face hereof, plus accrued interest, if any, to the repayment
date.  In order for the exercise of the option to be effective
and the Notes to be repaid, the Company must receive at the
applicable address of the Paying Agent set forth below or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a


                               -28-

<PAGE>


national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Company will receive this Note, with the form below entitled
"Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile
transmission, or letter (and this Note and form duly completed
are received by the Company by such fifth Business Day).  Any
such election shall be irrevocable.  The addresses to which such
deliveries are to be made are as follows:  (i) to Continental
Bank, National Association, Attention:  Corporate Trust Division,
231 South LaSalle Street, Chicago, Illinois 60697, if delivery is
made by regular or registered mail, (ii) to Continental Bank,
National Association, Corporate Trust Operations, 19th Floor, 231
South LaSalle Street, Chicago, Illinois 60697, if delivery is
made by hand, armored car or courier service or (iii) to
Continental Bank, National Association, Attention:  Corporate
Trust Division, 231 South LaSalle Street, Chicago, Illinois
60697, if delivery is by telegram or facsimile transmission (or
at such other places as the Company shall notify the holders of
the Notes).  All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination
will be final, binding and non-


                               -29-

<PAGE>


appealable.  No transfer or exchange of any Note (or, in the
event that any Note is to be repaid in part, the portion of the
Note to be repaid) will be permitted after exercise of a
repayment option.
          If this Note is issued with an original issue discount,
(i) if an Event of Default with respect to the Notes shall have
occurred and be continuing, the amount of principal of this Note
which may be declared due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under "OID Default
Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption, repayment at
the option of the holder or at the stated maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of
this Note shall bear interest at a rate of interest per annum
equal to the Default Rate stated on the face hereof (to the
extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder
or stated maturity, as the case may be, to the date payment has
been made or duly provided for or such default has been waived in
accordance with the terms of the Indenture.
          The Notes are issuable in global or definitive form
without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations
indicated on the face hereof.  Upon due presentment for


                               -30-

<PAGE>


registration of transfer of this Note at the office or agency of
the Company in the Borough of Manhattan, The City of New York, or
Chicago, Illinois, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate
principal amount and like interest rate and maturity will be
issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture and to the limitations
described below if applicable, without charge except for any tax
or other governmental charge imposed in connection therewith.
          If this Note is a Global Note (as specified on the face
hereof), this Note is exchangeable only if (x) the Depositary
notifies the Company that it is unwilling or unable to continue
as Depositary for this Global Note or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed by the Company, (y) the Company in
its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing.  If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at
the same rate or pursuant to the same formula, having the same
date of issuance, redemption provisions, if any, Specified
Currency, Maturity Date and other terms and of differing
denominations aggregating a like amount.


                               -31-

<PAGE>


          No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the places,
at the respective times, at the rate and in the currency herein
prescribed.
          The Company, the Trustee, and any paying agent may deem
and treat the registered holder hereof as the absolute owner of
this Note at such holder's address as it appears on the registry
books of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any paying agent shall be affected by any notice to the
contrary.  All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
          No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto or in any Note, or because of any
indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or of any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment


                               -32-

<PAGE>


or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and
released by the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
          Terms used herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the
Indenture.
          This Note shall be governed by and construed in
accordance with the laws of the State of New York.

                    _________________________

                    OPTION TO ELECT REPAYMENT

          TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
            AT THE OPTION OF THE HOLDER AND THE HOLDER
                  ELECTS TO EXERCISE SUCH RIGHTS

          The undersigned hereby irrevocably requests and
instructs the Company to repay the within Note (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at ________________________

_______________________________________________________________
(Please print or typewrite name and address of the undersigned)
          For this Note to be repaid the Company must receive at
the applicable address of the Paying Agent set forth above or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,


                               -33-

<PAGE>


or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be
received by the Company not later than five Business Days after
the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the
Company by such fifth Business Day).
          If less than the entire principal amount of the within
Note is to be repaid, specify the portion thereof (which shall be
an integral multiple of $1,000 or, if the Note is denominated in
a currency other than U.S. dollars, of an amount equal to the
integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: ______________________________; and
specify the denomination or denominations (which shall be
$100,000 or an integral multiple of $1,000 in excess thereof or,
if the


                               -34-

<PAGE>


Note is denominated in a currency other than U.S. dollars, an
Authorized Denomination) of the Note or Notes to be issued to the
holder for the portion of the within Note not being repaid (in
the absence of any specification, one such Note will be issued
for the portion not being repaid): _____________________


Date:___________    _____________________________________________
                    Notice: The signature to this Option to Elect
                    Repayment must correspond with the name as
                    written upon the face of the Note in every
                    particular without alteration or enlargement
                    or any other change whatsoever.

                     ________________________



                               -35-

<PAGE>


                          ABBREVIATIONS

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

TEN COM--as tenants in common    UNIF GIFT MIN ACT--........ Custodian......
TEN ENT--as tenants by the                            (Cust)         (Minor)
           entireties
JT TEN --as joint tenants with     Under Uniform Gifts to Minors Act
           right of survivorship
           and not as tenants in
           common               ...........................................


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




      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


Please Insert Social Security or
Other Identifying Number of Assignee

____________________________________

/__________________________________/_______________________________________


      PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE

___________________________________________________________________________


___________________________________________________________________________


the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably

constitute and appoint ______________________________________________
attorney to transfer the said Note on the books of the Company, with full
power of substitution in the premises.


Dated:_______________             _________________________________________

                                  _________________________________________


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


                                -36-

<PAGE>