CONFORMED COPY


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Premark International, Inc., Issuer


AND


The First National Bank of Chicago, Trustee


Indenture


Dated as of September 15, 1990


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TABLE OF CONTENTS

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                                                                   Page

PARTIES..............................................   1

RECITALS

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


ARTICLE ONE

DEFINITIONS

SECTION 1.1.   Certain Terms Defined.................    1
            Attributable Debt.....................    2
            Authenticating Agent..................    2
            Authorized Newspaper..................    2
            Board of Directors....................    3
            Board Resolution......................    3
            Business Day..........................    3
            Commission............................    3
            Consolidated Net Tangible Assets......    3
            Corporate Trust Office................    3
            Coupon................................    4
            covenant defeasance...................    4
            Depositary............................    4
            Dollar................................    4
            ECU...................................    4
            Event of Default......................    4
            Foreign Currency......................    4
            Funded Debt...........................    4
            Government Obligations................    5
            Holder, Holder of Securities,
            Securityholder......................      5
            Indenture.............................    5
            Interest..............................    5
            Issuer................................    5
            Issuer Order..........................    5
            Judgment Currency.....................    6
            Mortgage..............................    6
            Officers' Certificate.................    6
            Opinion of Counsel....................    6
            original issue date...................    6
            Original Issue Discount Security......    6
            Outstanding...........................    6
            Periodic Offering.....................    7
            Person................................    8
            principal.............................    8
            Principal Property....................    8
            Record Date...........................    8
            Registered Global Security............    8
            Registered Security...................    8
            Required Currency.....................    8
            Responsible Officer...................    8
            Restricted Subsidiary.................    9
            Secured Debt..........................    9
            Security or Securities................    9
            Security Register and Security
            Registrar...........................      9
            Subsidiary............................    9
            Trust Indenture Act of 1939...........    9
            Trustee...............................    9
            Unregistered Security.................   10
            Yield to Maturity.....................   10


ARTICLE TWO

SECURITIES

SECTION 2.1.   Forms Generally.......................   10
SECTION 2.2.   Form of Trustee's Certificate
               of Authentication...................   10
SECTION 2.3.   Amount Unlimited; Issuable in Series..   11
SECTION 2.4.   Authentication and Delivery of
               Securities..........................   14
SECTION 2.5.   Execution of Securities...............   18
SECTION 2.6.   Certificate of Authentication.........   19
SECTION 2.7.   Denomination and Date of
               Securities; Payments of Interest....   19
SECTION 2.8.   Registration, Transfer and Exchange...   20
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost
               and Stolen Securities...............   25
SECTION 2.10.  Cancellation of Securities;
               Destruction Thereof.................   27
SECTION 2.11.  Temporary Securities..................   27


ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1.   Payment of Principal and Interest.....   28
SECTION 3.2.   Offices for Payments, etc.............   28
SECTION 3.3.   Appointment to Fill a Vacancy in
           Office of Trustee...................   30
SECTION 3.4.   Paying Agents.........................   31
SECTION 3.5.   Written Statement to Trustee..........   32
SECTION 3.6.   Limitations on Liens..................   32
SECTION 3.7.   Restrictions on Sale and Lease-Back...   34


ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1.   Issuer to Furnish Trustee
               Names and Addresses of
               Securityholders.....................   35
SECTION 4.2.   Preservation and Disclosure of
               Securityholders Lists...............   36
SECTION 4.3.   Reports by the Issuer.................   38
SECTION 4.4.   Reports by the Trustee................   39


ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1.   Event of Default Defined; Acceleration
               of Maturity; Waiver of Default......   41
SECTION 5.2.   Collection of Indebtedness by Trustee;
               Trustee May Prove Debt..............   45
SECTION 5.3.   Application of Proceeds...............   48
SECTION 5.4.   Suits for Enforcement.................   49
SECTION 5.5.   Restoration of Rights on Abandonment
               of Proceedings......................   50
SECTION 5.6.   Limitations on Suits by
               Securityholders.....................   50
SECTION 5.7.   Unconditional Right of
               Securityholders to Institute
               Certain Suits.......................   51
SECTION 5.8.   Powers and Remedies Cumulative;
               Delay or Omission Not Waiver of
               Default.............................   51
SECTION 5.9.   Control by Holders of Securities......   52
SECTION 5.10.  Waiver of Past Defaults...............   52
SECTION 5.11.  Trustee to Give Notice of Default,
               But May Withhold in Certain
               Circumstances.......................   53
SECTION 5.12.  Right of Court to Require Filing
               of Undertaking to Pay Costs.........   53


ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1.   Duties and Responsibilities of the
               Trustee; During Default; Prior to
               Default.............................   54
SECTION 6.2.   Certain Rights of the Trustee.........   56
SECTION 6.3.   Trustee Not Responsible for Recitals,
               Disposition of Securities or
               Application of Proceeds Thereof.....   58
SECTION 6.4.   Trustee and Agents May Hold
               Securities or Coupons;
               Collections, etc....................   58
SECTION 6.5.   Moneys Held by Trustee................   58
SECTION 6.6.   Compensation and Indemnification
               of Trustee and Its Prior Claim......   58
SECTION 6.7.   Right of Trustee to Rely on
               Officers' Certificate, etc..........   59
SECTION 6.8.   Qualification of Trustee;
               Conflicting Interests...............   59
SECTION 6.9.   Persons Eligible for Appointment
               as Trustee..........................   68
SECTION 6.10.  Resignation and Removal; Appointment
               of Successor Trustee................   68
SECTION 6.11.  Acceptance of Appointment by
               Successor Trustee...................   70
SECTION 6.12.  Merger, Conversion, Consolidation or
               Succession to Business of Trustee...   72
SECTION 6.13.  Preferential Collection of Claims
               Against the Issuer..................   73
SECTION 6.14.  Appointment of Authenticating Agent...   78


ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1.   Evidence of Action Taken by
               Securityholders.....................   80
SECTION 7.2.   Proof of Execution of Instruments and
               of Holding of Securities............   80
SECTION 7.3.   Holders to be Treated as Owners.......   81
SECTION 7.4.   Securities Owned by Issuer Deemed Not
               Outstanding.........................   82
SECTION 7.5.   Right of Revocation of Action Taken...   83


ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1.   Supplemental Indentures Without
               Consent of Securityholders..........   83
SECTION 8.2.   Supplemental Indentures With Consent
               of Securityholders..................   85
SECTION 8.3.   Effect of Supplemental Indenture......   87
SECTION 8.4.   Documents to Be Given to Trustee......   88
SECTION 8.5.   Notation on Securities in Respect of
               Supplemental Indentures.............   88


ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.   Covenant of Issuer Not to Merge,
               Consolidate, Sell or Convey
               Property Except Under Certain
               Conditions..........................   88
SECTION 9.2.   Securities to be Secured in
               Certain Events......................   89
SECTION 9.3.   Successor Corporation Substituted
               for Issuer..........................   90
SECTION 9.4.   Opinion of Counsel Delivered
               to Trustee..........................   90


ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 10.1.  Satisfaction and Discharge of
               Indenture...........................   91
SECTION 10.2.  Application by Trustee of Funds
               Deposited for Payment of
               Securities..........................   97
SECTION 10.3.  Repayment of Moneys Held by Paying
               Agent...............................   97
SECTION 10.4.  Return of Moneys Held By Trustee
               and Paying Agent Unclaimed for
               Two Years...........................   97
SECTION 10.5.  Indemnity For Government
               Obligations.........................   98


ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1.  Incorporators, Stockholders,
               Officers and Directors of
               Issuer Exempt from Individual
               Liability...........................   98
SECTION 11.2.  Provisions of Indenture for
               the Sole Benefit of Parties
               and Holders of Securities
               and Coupons.........................   99
SECTION 11.3.  Successors and Assigns of Issuer
               Bound by Indenture..................   99
SECTION 11.4.  Notices and Demands on Issuer,
               Trustee and Holders of Securities
               and Coupons.........................   99
SECTION 11.5.  Officers' Certificates and Opinions
               of Counsel; Statements to Be
               Contained Therein...................  100
SECTION 11.6.  Payments Due on Saturdays, Sundays
               and Holidays........................  100
SECTION 11.7.  Conflict of Any Provision of
               Indenture with Trust Indenture
               Act of 1939.........................  102
SECTION 11.8.  New York Law to Govern................  102
SECTION 11.9.  Counterparts..........................  102
SECTION 11.10. Effect of Headings....................  103
SECTION 11.11. Securities in a Foreign Currency
               or in ECU...........................  104
SECTION 11.12. Judgment Currency.....................  104


ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.  Applicability of Article..............  105
SECTION 12.2.  Notice of Redemption; Partial
               Redemptions.........................  105
SECTION 12.3.  Payment of Securities Called for
               Redemption..........................  107
SECTION 12.4.  Exclusion of Certain Securities from
               Eligibility for Selection for
               Redemption..........................  108
SECTION 12.5.  Mandatory and Optional Sinking
               Funds...............................  108


TESTIMONIUM..........................................  113

SIGNATURES...........................................  113


       THIS INDENTURE dated as of September 15, 1990 between
Premark International, Inc., a Delaware corporation (the
"Issuer"), and The First National Bank of Chicago, as trustee (the "Trustee"),

                    W I T N E S S E T H :

                    WHEREAS, the Issuer has duly authorized the issue
from time to time of its unsecured debentures, notes or other
evidences 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;

       WHEREAS, the Issuer has duly authorized the
execution and delivery of this Indenture
to provide, among other things,
for the authentication, delivery and administration of the Securities; and

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

          NOW, THEREFORE:

          In consideration of the premises and the purchases
of the Securities by the holders thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time
of the Securities and of the coupons, if any, appertaining
thereto as follows:


ARTICLE ONE

DEFINITIONS

                 SECTION 1.1  Certain Terms Defined.  The following
terms (except as otherwise expressly provided or unless the
context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section.  All other
terms used in this Indenture that are defined in the Trust
Indenture Act of 1939 or the definitions of which in the
Securities Act of 1933 are referred to in the Trust Indenture
Act of 1939, including terms defined therein by reference to
the Securities Act of 1933 (except as herein otherwise
expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in
force at the date of this Indenture.  All accounting terms
used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally 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.  The
terms defined in this Article include the plural as well as the
singular.

       "Attributable Debt" means, as to any particular
lease under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the lesser of (i) the
fair value of the property subject to such lease (as determined by the Board
of Directors) and (ii) the
total net amount of rent required to be paid by such Person
under such lease during the remaining primary term thereof,
discounted from the respective due dates thereof to such date
at the rate per annum equal to the interest rate implicit in such lease.
The net amount of rent required to be paid under
any such lease for any such period shall be the aggregate
amount of rent payable by the lessee with respect to such
period after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges or any amount required to be paid by such
lessee thereunder contingent upon the amount of sales
(or other similar contingent amounts).
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" shall have the meaning set forth
in Section 6.14.

       "Authorized Newspaper" means a newspaper (which, in
the case of The City of New York, will, if practicable, be
The Wall Street Journal (Eastern Edition),
published in an official language of
the country of publication customarily published at least
once a day for at least five days in each calendar week and
of general circulation in The City of New York, the United Kingdom or in
Luxembourg, as applicable.
If it shall be impractical in the opinion
of the Trustee to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication
of such notice.

       "Board of Directors" means either the Board of
Directors of the Issuer or any committee of such Board duly
authorized to act on its behalf.

       "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Issuer to have
been duly adopted or consented to
by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

       "Business Day" means, with respect to any series of
Securities,
a day on which, in any city where
amounts are payable on the
Securities of such series as therein specified,
banking institutions
are not authorized or required by law or regulation to close.

       "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under
the Securities Exchange Act of 1934, or if at any time after
the execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it
under the Trust Indenture Act of 1939, then the body performing such
duties on such date.

       "Consolidated Net Tangible Assets"
means the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (a)all current
liabilities (including the current portion of Funded Debt),
(b)all other liabilities except deferred income taxes, Funded Debt and
stockholders' equity (including preferred stock, whether or not redeemable),
(c)all goodwill, trade names, trademarks, patents, organization expenses,
unamortized debt discount and expense less unamortized debt premium and
other like intangibles (other than deferred charges and prepaid expenses),
(d)adjustments for minority interests and (e)equity in and net advances
to Subsidiaries (other than Restricted Subsidiaries),
all as set forth on the most recent consolidated balance
sheet of the Issuer and its Restricted
Subsidiaries and
computed in accordance with generally accepted accounting principles.

       "Corporate Trust Office" means the office of the
Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is
dated, located at One First National Plaza, Suite 0126,
Chicago, Illinois 60670.

       "Coupon" means any interest coupon appertaining to
a Security.

       "covenant defeasance" shall have the meaning
set forth in Section 10.1(C).

       "Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Registered
Global Securities, the
Person designated as Depositary by the Company pursuant to Section 2.3 until
a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean
each Person who is then a Depositary hereunder; and if at any time
there is more than one such Person, "Depositary" as used with respect to
the Securities of any such series shall mean each Depositary with respect to
the Registered Global Securities of such series.

       "Dollar" means the coin or currency of the United
States of America as at the time of payment is legal tender
for the payment of public and private debts.

       "ECU" means the European Currency Unit as defined
and revised from time to time by the Council of European
Communities.

       "Event of Default" means any event or condition
specified as such in Section 5.1.

       "Foreign Currency" means a currency issued by the
government of a country other than the United States of America.

       "Funded Debt" means all indebtedness for borrowed money
owed or guaranteed by the Issuer or any of its Restricted Subsidiaries and
any other indebtedness which, under generally accepted accounting
principles, would appear as indebtedness on the most recent consolidated
balance sheet of the Issuer and its Restricted Subsidiaries, which matures
by its terms more than 12 months from the date of such consolidated balance
sheet or which matures by its terms in less than 12 months but by its terms
is renewable or extendible beyond 12 months from the date of such
consolidated balance sheet at the option of the borrower.

       "Government Obligations" means securities that are (a)
direct obligations of the government which issued the currency in which the
Securities of a particular series are denominated for the payment of which
its full faith and credit is pledged or (b) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality
of such government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such Government Obligation or a specific payment of
principal of or interest on any such Government Obligation held by such
custodian for the account of the holder of such depository receipt,
provided that (except as provided 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 such Government Obligation or the specific payment of principal of or
interest on such Government Obligation evidenced by such depository
receipt.

       "Holder", "Holder of Securities", "Securityholder"
or other similar terms mean (a) in the case of any Registered Security,
the Person in whose name such Security is registered in the Security
Register kept by the Issuer for that purpose in accordance with the terms
hereof, and (b) in the case of any Unregistered Security, the bearer of such
Security, or any Coupon appertaining thereto, as the case may be.

       "Indenture" means this instrument as originally
executed and delivered or, if amended or supplemented as
herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular series of
Securities established as provided hereunder.

       "Interest" means, when used with respect to non-interest
bearing Securities, interest payable after maturity.

       "Issuer" means (except as otherwise provided in
Article Six) Premark International, Inc.,
a Delaware corporation and,
subject to Article Nine, its successors and assigns.

       "Issuer Order" means a written statement, request or
order of the Issuer signed in its name by the Chairman
of the Board of
Directors, the President or any Vice President (whether or not
designated by a number or numbers or a word or words added before
or after the title "Vice President") and by
the Treasurer, any Assistant Treasurer, the
Secretary, any Assistant Secretary, the Comptroller or any Assistant
Comptroller of the Issuer.

       "Judgment Currency" shall have the meaning
set forth in Section 11.12.

       "Mortgage" shall have the meaning set forth in Section
3.6.

       "Officers' Certificate" means a certificate signed
by the Chairman
of the Board of Directors, the President
or any Vice President (whether or not designated by a number
or numbers or a word or words added before or after the title
"Vice President") and by
the Treasurer,
any Assistant Treasurer, the Secretary, any Assistant Secretary,
the Comptroller or any Assistant Comptroller
of the Issuer and delivered to the
Trustee.  Each such certificate shall include the statements
provided for in Section 11.5.

       "Opinion of Counsel" means an opinion in writing
signed by the General Counsel of the Issuer
or by such other
legal counsel who may be an employee of or counsel
to the Issuer and who shall be satisfactory to the Trustee.
Each such opinion shall include the statements provided for
in Section 11.5, if and to the extent required thereby.

       "original issue date" of any Security (or portion
thereof) means 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" means any
Security that 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 5.1.

       "Outstanding" (except as otherwise provided in
Section 6.8), when used with reference to Securities, shall,
subject to the provisions of Section 7.4, mean, as of any
particular time, all Securities authenticated and delivered
by the Trustee under this Indenture, except

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

          (b)  Securities, or portions thereof, for the
     payment or redemption of which moneys or Government
     Obligations (as provided for in Section 10.1)
     in the necessary
     amount shall have been deposited in trust with
     the Trustee or with any paying agent (other than
     the Issuer) or shall have been set aside,
     segregated and held in trust by the Issuer for the
     Holders of such Securities (if the Issuer shall act
     as its own paying agent), provided that if such
     Securities, or portions thereof, are to be redeemed
     prior to the maturity thereof, notice of such
     redemption shall have been given as herein
     provided, or provision satisfactory to the Trustee
     shall have been made for giving such notice; and

       (c)  Securities which shall have been paid or
     in substitution for which
     other Securities shall have been authenticated and
     delivered pursuant
     to the terms of Section 2.9 (except with respect to
     any such Security as to which proof satisfactory to
     the Trustee is presented that such Security is held
     by a Person in whose hands such Security is a
     legal, valid and binding obligation of the Issuer).

       In determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all
series 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 5.1.

       "Periodic Offering" means an offering of Securities
of any series from time to time, the specific terms of which Securities,
including, without limitation, the rate or rates of interest, if any,
thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto are to be determined by the
Company or its agents upon the issuance of such Securities.

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

       "principal", whenever used with reference to the
Securities or any Security or any portion thereof, shall be
deemed to include the words "and premium, if any".

       "Principal Property"
means any manufacturing or processing plant or warehouse owned
at the date of this Indenture or thereafter acquired
by the Issuer or any of its Restricted Subsidiaries,
located in the United States of
America, and having a gross book value (including
related land and improvements thereon and all machinery and equipment
included therein without deduction of any depreciation reserves) in excess
of 3% of Consolidated Net Tangible Assets, other than (i)any
such plant or warehouse
which, in the opinion of the Board of Directors, is not of
material importance to the total business conducted by the Issuer and its
Subsidiaries as an entirety, or (ii)any portion of any such plant or
warehouse which, in the opinion of the Board of Directors
is not of material importance to the use or operation of such
plant or warehouse.

       "Record Date" shall have the meaning set
forth in Section 2.7.

       "Registered Global Security" means a Security evidencing all or a
part of a series of Securities issued to the Depositary, or its nominee,
for such series in
accordance with Section 2.4, and bearing the legend prescribed in Section
2.4.

       "Registered Security" means any Security registered
on the Security Register of the Issuer.

       "Required Currency" shall have the
meaning set forth in Section 11.12.

       "Responsible Officer", when used with respect to the
Trustee, means the chairman of the board of directors, any
vice chairman of the board of directors, the chairman of the
trust committee, the chairman of the executive committee, any
vice chairman of the executive committee, the president, any
vice president (whether or not designated by numbers or words
added before or after the title "vice president"),
the cashier, the secretary, the treasurer
any trust officer, any assistant trust officer, any assistant
vice president, any assistant cashier, any assistant
secretary, any assistant treasurer 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 Subsidiary"
means a Subsidiary of the Issuer substantially all the assets of
which are located, or substantially all the business of which is carried on,
within the United States of America and its territories and possessions,
which owns any Principal Property.

       "Secured Debt" shall have the meaning set forth in Section
3.6.

       "Security" or "Securities" (except as otherwise
provided in Section 6.8) shall have the meaning stated in the first
recital of this Indenture or, as the case may be, Securities
that have been authenticated and delivered under this Indenture.

       "Security Register" and "Security Registrar" shall
have the respective meanings set forth in Section 2.8.

       "Subsidiary" means a corporation more than 50% of
the outstanding voting stock of which is owned, directly or
indirectly, by the Issuer or by one or more Subsidiaries, or by the
Issuer and one or more other Subsidiaries.  For the purposes of this
definition, "voting stock" means stock which ordinarily has 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.

       "Trust Indenture Act of 1939" (except as otherwise
provided in Sections 8.1 and 8.2) means the Trust Indenture
Act of 1939 as in force at the date as of which this Indenture
was originally executed.

       "Trustee" means the Person identified as "Trustee"
in the first paragraph hereof and, subject to the provisions
of Article Six, shall also include any successor trustee.  "Trustee"
shall also mean or include each Person who is then a trustee
hereunder; and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series
shall mean the trustee with respect to the Securities of such series.

       "Unregistered Security" means any Security other
than a Registered Security.

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


ARTICLE TWO

SECURITIES
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                 SECTION 2.1  Forms Generally.  The Securities of
each series and the Coupons, if any, to be attached thereto
shall be substantially in such form (not inconsistent with
this Indenture) as shall be established by or pursuant to one or more
Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officers' Certificate detailing such establishment)
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
imprinted or otherwise reproduced thereon such letters, numbers or other
marks of identification and such legend or
legends or endorsements, not inconsistent with the provisions of this
Indenture,
as may be required to comply with any law or with any
rules or regulations pursuant thereto, or with any rules of
any securities exchange or to conform to general usage, all
as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their
execution of such Securities and Coupons.

          The definitive Securities and Coupons, if any,
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 and Coupons,
if any, as evidenced by their execution of such Securities
and Coupons.

       SECTION 2.2  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
referred to in the within-mentioned Indenture.


                     The First National Bank
                    of Chicago, as Trustee


                     By_____________________
                     Authorized Officer"

       If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Trustee's certificate of
authentication to be borne by the Securities
of each such series shall be substantially as follows:

       "This is one of the Securities referred to in the within-mentioned
Indenture.


                     _________________________,
                    as Authenticating Agent


                     By_____________________
                     Authorized Officer"

       SECTION 2.3  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,
and each such series shall rank
pari passu with all other unsecured and unsubordinated debt of the Issuer.
There shall be established in or pursuant to one or more Board
Resolutions (and to the extent
established pursuant to rather than set forth in a Board Resolution, in
an Officers' Certificate detailing such establishment) or
established in one or more indentures supplemental
hereto, prior to the initial issuance of Securities of any
series:

       (1)  the designation of the
     Securities of such series, which shall distinguish
     the Securities of such series from the Securities
     of all other series;

          (2)  any limit upon the aggregate principal
     amount of the Securities of such series that may be
     authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered
     upon registration of transfer of, or in exchange
     for, or in lieu of, other Securities of such series
     pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

       (3)  if other than Dollars,
     the coin or currency in which the
     Securities of such series are denominated (including,
     but not limited to, any Foreign Currency
     or ECU);

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

          (5)  the rate or rates at which the Securities
     of such series shall bear interest, if any,
     the date or dates from which such interest
     shall accrue, on which
     such interest shall be payable and (in the case of Registered
     Securities) on which a record shall be taken
     for the determination of Holders to whom interest
     is payable
     and/or the
     method by which such rate or rates or date or dates
     shall be determined;

       (6)  the place or places where the principal of
     and any interest on Securities of such series shall
     be payable (if other than as provided in Section
     3.2);

       (7)  the right, if any, of the Issuer to redeem Securities
     of such series, in
     whole or in part, at its option
     and the period or periods within which, the price or
     prices at which and any terms and conditions upon which Securities of
     such series may be so redeemed, pursuant to any sinking fund or
     otherwise;

       (8)  the obligation, if any, of the Issuer to
     redeem, purchase or repay Securities of such series
     pursuant to any mandatory redemption, 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 any terms and conditions
     upon which Securities of such series shall be
     redeemed, purchased or repaid, in whole or in part,
     pursuant to such obligation;

       (9)  if other than denominations of $1,000 and
     any integral multiple thereof in the case of
     Registered Securities, or $1,000 and $5,000 in the
     case of Unregistered Securities,
     the denominations in which
     Securities of such series shall be issuable;

      (10)  if other than the principal amount
     thereof, the portion of the principal amount of
     Securities of such series which shall be payable
     upon declaration of acceleration of the maturity
     thereof;

      (11)  if other than the coin or currency in
     which the Securities of such series are
     denominated, the coin or currency in which payment
     of the principal of or interest
     on the Securities of such series shall be payable;

      (12)  if the principal of or
     interest on the Securities of such series are to be
     payable, at the election of the Issuer or a Holder
     thereof, in a coin or currency other than that in
     which the Securities of such series are denominated, the period or
     periods within which, and the terms and conditions
     upon which, such election may be made;

      (13)  if the amount of payments of the principal
     of and interest on the Securities
     of such series may be determined with reference to
     an index based on a coin or currency other than
     that in which the Securities of such series are
     denominated, the manner in which such amounts shall
     be determined;

      (14)  whether the Securities of such series will
     be issuable as Registered Securities (and if so, whether such
     Securities will be issuable as Registered Global Securities) or
     Unregistered Securities (with or without Coupons),
     or any combination of the foregoing, any restrictions 
     applicable to the offer, sale or delivery of Unregistered 
     Securities or the payment of interest thereon and, if
     other than as provided in Section 2.8, the terms
     upon which Unregistered Securities of such series
     may be exchanged for Registered Securities of such
     series and vice versa;

         (15)  whether and under what circumstances the
     Issuer will pay additional amounts on the
     Securities of such series held by a person
     who is
     not a U.S. person in respect of any tax, assessment
     or governmental charge withheld or deducted and, if
     so, whether the Issuer will have the option to
     redeem such Securities rather than pay such
     additional amounts;

      (16)  if the Securities of such series are to be
     issuable in definitive form (whether upon original issue
     or upon exchange of a temporary Security of such series)
     only upon receipt of certain certificates or other documents
     or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

      (17)  any trustees, depositaries, authenticating or paying
     agents, transfer agents or registrars or any other
     agents with respect to the Securities of such
     series;

      (18)  any other events of default or covenants with
     respect to the Securities of such series; and

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

       All Securities of any one series and Coupons, if any,
appertaining thereto shall be substantially identical, except in the
case of Registered Securities as to denomination and except as may
otherwise be provided by or pursuant to the Board Resolution or
Officers' Certificate referred to
above or as set forth in
any indenture supplemental hereto referred to above.
All Securities of any one series
need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if
so provided by or pursuant to such Board Resolution, such Officers'
Certificate
or in any such indenture supplemental hereto.

       SECTION 2.4  Authentication and Delivery of
Securities.
The Issuer may from time to time
deliver Securities of any series, having attached thereto
appropriate Coupons,
executed by the Issuer to the
Trustee for authentication,
together with the applicable documents referred to below in this Section,
and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the
order of the Issuer
(contained in the Issuer Order referred to below in this Section) or
pursuant to such procedures acceptable to the Trustee and to such recipients
as may be specified from time to time by an Issuer Order.  If so provided
in the Board Resolution or supplemental indenture establishing the
Securities of any series,
the maturity date,
original issue date, interest rate and any other terms of any or all of
the Securities of
such series and the Coupons, if any,
appertaining thereto may be determined by
or pursuant to such Issuer Order and procedures.  If provided for in such
procedures, such Issuer Order may authorize authentication and delivery
pursuant to oral or electronic
instructions from the Issuer or its duly authorized
agent, which instructions shall be promptly confirmed in writing.
In authenticating such
Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive
(but, in the case of subparagraphs 2, 3
and 4 below, only at or before the time of the first request of the Issuer
to the Trustee to authenticate Securities of such series)
and (subject to Section
6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

       (1)  an Issuer Order requesting such authentication
     and setting forth delivery instructions if the Securities and
     the Coupons, if any, are not to
     be delivered to the Issuer,
     provided that, with respect to
     Securities of a series subject to a Periodic Offering, (a)
     such Issuer Order may be delivered by the Issuer to the
     Trustee at any time
     prior to the delivery to the Trustee of the Securities of such series
     for authentication and delivery, (b) the Trustee shall authenticate
     and deliver the Securities of such series for original issue from
     time to time, in an aggregate principal amount not exceeding
     the aggregate principal amount established for such series,
     pursuant to an Issuer Order or pursuant to such procedures
     acceptable to the Trustee as may be specified from time to time
     by an Issuer Order,
     (c) if so provided in the Board Resolution or supplemental indenture
     establishing the Securities of such series,
     the maturity date, original issue
     date, interest rate and any other terms of
     any or all of the
     Securities of such series may be determined by an Issuer Order
     or pursuant to such procedures and (d) if provided for in such
     procedures, such Issuer Order may authorize authentication
     and delivery pursuant to oral or electronic instructions from
     the Issuer or its duly authorized agent, which
     instructions shall be promptly confirmed in writing;

       (2)  any Board Resolution, Officers' Certificate and/or executed
     supplemental indenture referred to in Sections 2.1 and 2.3 by or
     pursuant
     to which the forms and terms of the Securities of such series and
     the Coupons, if any, were established;

       (3)  an Officers' Certificate setting forth the form or
     forms and terms of
     the Securities of such series and the
     Coupons, if any, stating that such form or
     forms and terms have been established pursuant to
     Sections 2.1 and 2.3 and comply with this Indenture, and covering such
     other matters as the Trustee may reasonably request; and

       (4)  at the option of the Issuer, either
     an Opinion of Counsel, or a letter addressed to the Trustee
     permitting it to rely on an Opinion of Counsel, substantially
     to the effect that:

            (a)  the forms of the Securities of such series
       and the Coupons, if any, have
       been duly authorized
       and established in conformity with the provisions of this
       Indenture;

            (b)  in the case of an underwritten offering,
       the terms of the Securities of such series
       have been duly authorized and
       established
       in conformity with the provisions of this Indenture, and, in the case of
       an offering that is not underwritten, certain terms of the Securities
       of such series have
       been established pursuant to a Board Resolution, an Officers' Certificate
       or a supplemental indenture in accordance with the provisions of
       this Indenture and when
       such other terms as are to be established pursuant to an Issuer
       Order or procedures set forth
       in an Issuer Order shall have been established, all such terms will have
       been duly authorized by the Issuer and will have been established in
       conformity with the provisions of this Indenture;

            (c)  when the Securities of such series and the Coupons, if
       any, have been
       executed by the Issuer
       and authenticated by the Trustee
       in accordance with the provisions of this
       Indenture and delivered to and duly paid for by the purchasers
       thereof, they will have been duly issued under this Indenture and
       will be valid and legally binding obligations of the Issuer,
       enforceable in accordance with their respective terms,
       subject to bankruptcy, insolvency, reorganization and other laws
       of general applicability relating to or affecting the enforcement
       of creditors' rights and to general principles of equity,
       and will
       be entitled to the benefits of this Indenture; and

            (d)  no consent, approval, authorization, order,
       registration or qualification of or with any governmental
       agency or body having jurisdiction over the Company
       is required for the execution and delivery of the
       Securities of such series by the Company, except such
       as have been obtained (except that no opinion need be
       expressed as to state securities or Blue Sky laws).

          The Trustee shall have the right to decline to
authenticate and deliver any Securities of any series
under this Section
(other than Securities the forms and terms of which shall have
been established by supplemental indenture)
if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors,
trustees or Responsible Officers shall determine that
such action would expose the Trustee to personal liability
to existing Holders
or would affect the Trustee's rights,
duties or immunities under the Securities of any such series,
this Indenture or
otherwise.

       If the Issuer shall establish pursuant to Section 2.3 that
the Securities of a series are to be issued in the form of one or more
Registered Global Securities, then the Issuer shall execute and the Trustee
shall, in
accordance with this Section and the Issuer Order with respect to such
series, authenticate and deliver one or more Registered Global Securities that
(i)
shall be in an aggregate amount equal to the
aggregate principal amount specified in such Issuer Order,
(ii) shall be registered in the name of the
Depositary therefor or its nominee,
(iii) shall be delivered
by the Trustee to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend
substantially to the following effect:  "Unless and until it is exchanged
in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

       Each Depositary designated pursuant to Section 2.3 must, at the
time of its designation and at all times while it serves as Depositary, be
a clearing agency registered under the Securities Exchange Act of 1934 and
any other applicable statute or regulation.

       SECTION 2.5  Execution of Securities.  The
Securities
shall be
signed on behalf of the Issuer by both (a) its
Chairman
of the Board of Directors or any Vice Chairman of the Board of Directors
or
its President or any Vice President (whether or not
designated by a number or numbers or a word or words added before
or after the title "Vice President") and (b) by
its Treasurer or any Assistant Treasurer or its Secretary or any
Assistant Secretary,
under its corporate seal (except in the case of Coupons)
which may, but need not,
be attested.  Such signatures may be the manual or facsimile
signatures of the present or any future such officers.  The
seal of the Issuer may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  Typographical and other minor
errors or defects in any such reproduction of the seal or any
such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated
and delivered by the Trustee.
The Coupons, if any, applicable to the Securities of any series shall
bear the facsimile signature of the Treasurer or any Assistant Treasurer of
the Issuer.

          In case any officer of the Issuer who shall have
so signed any of the Securities or Coupons, if any, shall cease
to be such officer before the Security or Coupon so signed
(or the Security to which the Coupon so signed appertains)
shall be authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security or Coupon nevertheless
may be authenticated and delivered or disposed of as though
the person who signed such Security or Coupon had not ceased
to be such officer of the Issuer; and any Security or Coupon
may be so signed on behalf of the Issuer by such persons as, at
the actual date of the execution of such Security or Coupon,
shall be the proper officers of the Issuer, although at the
date of the execution and delivery of this Indenture any such
person was not such an officer.

       SECTION 2.6  Certificate of Authentication.  Only
such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore
recited, executed by the Trustee by the manual signature of
one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any
purpose.  No Coupon shall be entitled to the benefits of this
Indenture or shall be valid and obligatory for any purpose
until the
certificate of authentication
on the Security to which such Coupon appertains
shall have been duly executed by the Trustee.
The execution of such certificate
by the Trustee upon any Security executed by the
Issuer 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.

       SECTION 2.7  Denomination and Date of Securities;
Payments of Interest.  The Securities of each series
shall be issuable as
Registered Securities or Unregistered Securities in
denominations established as contemplated by Section
2.3 or, with
respect to the Registered Securities of any series, if not so established,
in denominations
of $1,000 and any integral multiple thereof.  If denominations of
Unregistered Securities of any series are not so established,
such Securities shall be issuable in
denominations of $1,000 and $5,000.  The Securities of each series
shall be
numbered, lettered or otherwise distinguished in such manner
or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the
Trustee, as evidenced by the execution and authentication
thereof.

          Each Registered Security shall be dated the date of
its authentication.  Each Unregistered Security shall be
dated as established in or pursuant to
the Board Resolution or supplemental indenture
referred to in Section 2.3.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established
as contemplated by Section 2.3.

       The Person in whose name any Registered Security of
any series is registered at the close of business on any
Record Date applicable to such series with respect
to any interest payment date for such series shall be
entitled to receive the interest, if any, payable on such
interest payment date notwithstanding any transfer or
exchange of such Registered Security subsequent to the Record
Date and prior to such interest payment date, except if and
to the extent the Issuer shall default in the payment of the
interest due on such interest payment date,
in which case such defaulted interest shall be paid to the
Persons in whose names Outstanding Registered Securities of
such series are registered at the close of business on a
subsequent Record Date (which shall be not less than five
Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of Registered Securities of such series
not less than 15
days preceding such subsequent Record Date.  The term "Record
Date", as used with respect to any interest payment date
(except a date for payment of defaulted interest) for the Securities of any
series, shall mean the date specified as
such in the terms of the Registered
Securities of such series established
as contemplated by Section 2.3.

       SECTION 2.8  Registration, Transfer and Exchange.
The Issuer will keep, or cause to be kept, at the Corporate
Trust Office and
at each other office or agency to be maintained
for the purpose as provided in Section 3.2 for each series of Securities
a register
or registers (collectively the "Security Register")
in which, subject to such reasonable regulations
as it may prescribe, it will provide for the registration of
Registered
Securities of such series and the registration of transfer of Registered
Securities of such series.  The Security
Register shall be in written form in the
English language or in any other form capable of being converted
into such form within a reasonable time.  At all
reasonable times such register or registers not maintained by the
Trustee shall be open for
inspection by the Trustee.  Unless and until otherwise determined
by the Issuer pursuant to Section 2.3, the Security Register with
respect to each series of Registered Securities shall be kept solely
at the Corporate Trust Office and, for this purpose, the Trustee shall be
designated the "Security Registrar."

          Upon due presentation for registration of transfer
of any Registered Security of any series at any such office
or agency, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered
Securities of the same series, maturity date and interest rate
in authorized denominations for
a like aggregate principal amount.

       Unregistered Securities (except for any temporary global
Unregistered Securities)
and Coupons (except for Coupons attached to any temporary
global Unregistered Securities)
shall be transferable
by delivery.

          At the option of the Holder thereof, Registered
Securities of any series (other than a Registered Global Security,
except as set forth below)
may be exchanged for one or more Registered Securities of such series in
authorized denominations for a like aggregate principal
amount, upon surrender of such Registered Securities to be
exchanged at the office or agency to be maintained
for such purpose in accordance with Section 3.2 and
upon payment, if the Issuer shall so require, of the charges
hereinafter provided.  If the Securities of any series are
issued in both registered and unregistered form, except as
otherwise specified for a particular series
pursuant to Section 2.3, at the option of
the Holder thereof, Unregistered Securities of any series may
be exchanged for Registered Securities of such series in
authorized denominations for a like aggregate principal
amount, upon surrender of such Unregistered Securities to be
exchanged at the office or agency to be maintained
for such purpose in accordance with Section 3.2, with,
in the case of Unregistered Securities that have Coupons
attached, all unmatured Coupons and all matured Coupons in
default thereto appertaining, and upon payment, if the Issuer
shall so require, of the charges hereinafter provided.  At
the option of the Holder thereof, if Unregistered Securities
of any series,
maturity date, interest rate and original issue date
are issued in more than one
authorized denomination,
except as otherwise specified for a particular series
pursuant to Section 2.3,
such Unregistered Securities may be exchanged for other Unregistered
Securities of such series in authorized
denominations for a like aggregate principal
amount, upon surrender of such Unregistered Securities to be
exchanged at the office or agency to be maintained
for such purpose in accordance with Section 3.2 or as
specified for a particular series
pursuant to Section 2.3, with, in the case of
Unregistered Securities that have Coupons attached, all
unmatured Coupons and all matured Coupons in default thereto
appertaining, and upon payment, if the Issuer shall so
require, of the charges hereinafter provided.  Unless otherwise
specified for a particular series
pursuant to Section 2.3, Registered Securities
of any series may not be exchanged for Unregistered
Securities of such series.  Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.  All
Securities and Coupons surrendered upon any exchange or
transfer provided for in this Indenture shall be promptly
cancelled and disposed of by the Trustee and the Trustee will
deliver a certificate of disposition thereof to the Issuer.

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

          The Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be
imposed in connection with any exchange or registration of
transfer of Securities.  No service charge shall be made for
any such transaction.

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

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

       If at any time a Depositary for any Registered
Securities of a series represented by one or more Registered
Global Securities
notifies the Issuer that it is unwilling or unable to continue as
Depositary for such
Registered Securities or if at any time any such
Depositary shall no longer be eligible
under Section 2.4, the Issuer shall appoint a successor Depositary with
respect to the Registered Securities held by such Depositary.
If a successor Depositary
is not appointed by the Issuer within 90
days after the Issuer receives such notice or becomes aware of such
ineligibility, the
Registered Securities of such series shall no longer
be represented by one or more Registered
Global Securities held by such Depositary, and the
Issuer shall execute, and the Trustee, upon receipt of an Issuer Order
for the authentication and delivery of definitive Securities of
such series, shall
authenticate and deliver Securities of such series in
definitive registered form without coupons, in any authorized
denominations and in an aggregate principal amount equal to the principal
amount of the Registered Global Security or Securities held by such
Depositary in exchange for such Registered Global Security
or Securities.

       Within seven days after the occurrence
of an Event of Default specified in clause
(a), (b) or (c) of Section 5.1 with respect to any series of Securities,
the Issuer shall execute,
and the Trustee shall
authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations and in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing Registered Securities of such
series in exchange for such Registered Global Security or Securities.

       The Issuer may at any time and in its sole discretion determine
that the Registered Securities of a particular series
shall no longer be represented by a Registered Global Security or
Securities.  In such event, the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver,
Securities of such
series in definitive registered form without coupons, in
any authorized denominations and in an aggregate principal amount equal to the
principal amount of the Registered Global
Security or Securities representing Registered Securities of such series
in exchange for such Registered Global Security or Securities.

       If so specified by the Issuer pursuant to Section 2.3 with respect
to Securities of a particular series
represented by a Registered Global Security,
the Depositary for such Registered Global Security may
surrender such Registered Global Security in exchange in
whole or in part for Securities of such series in definitive registered form
on such terms as are acceptable to the Issuer and such Depositary.
Thereupon, the Issuer shall execute, and the Trustee shall authenticate
and deliver:

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

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

       Upon the exchange of any Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations,
such Registered Global Security shall be cancelled by the
Trustee or an agent of the Issuer or the Trustee.
Securities in
definitive registered form without coupons issued in exchange for a Registered
Global
Security pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee.  The Trustee or such agent
shall deliver such
Securities to or as directed by the Persons in whose names such Securities
are so registered.

       All Securities issued upon any registration of
transfer or exchange
of Securities shall be valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such
registration of
transfer or exchange.

          Notwithstanding anything herein or in the terms of
any series of Securities to the contrary, none of the Issuer,
the Trustee or any agent of the Issuer or the Trustee
(any of which, other than the Issuer,
shall rely on an Officers' Certificate
and an Opinion of Counsel) shall be required to exchange any
Unregistered Security for a Registered Security if such
exchange would result in adverse Federal income tax consequences
to the Issuer (such as, for example, the inability of
the Issuer to deduct from its income, as computed for Federal
income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal
income tax laws.

       SECTION 2.9  Mutilated, Defaced, Destroyed, Lost
and Stolen Securities.  In case any temporary or definitive
Security or any Coupon appertaining to any Security shall
become mutilated, defaced or be destroyed, lost or stolen,
the Issuer in its discretion may execute, and upon receipt of an Issuer
Order, the Trustee shall authenticate and deliver
a new Security of the same series,
maturity date, interest rate and original issue date,
bearing a number or other distinguishing symbol
not contemporaneously
outstanding, in exchange and substitution for the mutilated
or defaced Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen, with Coupons
corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange
or substitution for the Security to which such mutilated,
defaced, destroyed, lost or stolen Coupon appertained, with
Coupons appertaining thereto corresponding to the Coupons
so mutilated, defaced, destroyed, lost or stolen.  In
every case the applicant for a substitute Security or Coupon
shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save
each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership
thereof and, in the case of mutilation or defacement, shall surrender
the Security and related Coupons to the Trustee or such agent.

          Upon the issuance of any substitute Security or
Coupon, the Issuer may require the payment of a sum sufficient
to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) or its agent
connected therewith.
In case any Security or Coupon which has matured or is
about to mature or has been called for redemption in full
shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute
Security, pay or authorize the payment of the same
or the relevant Coupon
(without surrender thereof except in the case of a mutilated
or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or 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,
evidence to
their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

          Every substitute Security or Coupon of any series
issued pursuant to the provisions of this Section by virtue
of the fact that any such Security or Coupon is destroyed,
lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost
or stolen Security or Coupon shall be at any time enforceable
by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and
all other Securities or Coupons of such series duly authenticated
and delivered hereunder.  All Securities and Coupons
shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities
and Coupons 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.

       SECTION 2.10  Cancellation of Securities; Destruction
Thereof.  All Securities and Coupons surrendered for
payment, redemption, registration of transfer or exchange, or
for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Issuer or any agent of
the Issuer or any agent of the Trustee,
shall be delivered to the Trustee or its agent
for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities or Coupons shall be issued
in lieu thereof except as expressly permitted by any of the
provisions of this Indenture.  The Trustee or its agent
shall dispose of
cancelled Securities and Coupons held by it and deliver a
certificate of disposition to the Issuer.  If the Issuer or its agent
shall acquire any of the Securities or Coupons, such
acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities or Coupons
unless and until the same are delivered to the Trustee or its agent
for
cancellation.

       SECTION 2.11  Temporary Securities.  Pending the
preparation of definitive Securities for any series, the
Issuer may execute and the Trustee shall authenticate and
deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee).  Temporary
Securities of any series shall be issuable as
Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions
and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the
concurrence of the Trustee as evidenced by the execution and authentication
thereof.
Temporary Securities may contain
such references to any provisions of this Indenture as may be
appropriate.  Every temporary Security shall be executed by
the Issuer and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with
like effect, as the definitive Securities.  Without unreasonable
delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary
Registered Securities of such series may be surrendered in
exchange for such definitive Securities in registered form
without charge at each office or agency to
be maintained for such purpose in accordance with
Section 3.2 and, in the case of Unregistered Securities, at
any office or agency to be maintained for such purpose as
specified pursuant to Section 2.3, and the Trustee shall
authenticate and deliver in exchange for such temporary
Securities of such series an equal aggregate principal amount
of definitive Securities of the same series in authorized
denominations and, in the case of Unregistered Securities,
having attached thereto any appropriate Coupons.  Until so
exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established
pursuant to Section 2.3.
The provisions of this
Section are subject to any restrictions or limitations on the
issue and delivery of temporary Unregistered Securities of
any series that may be established pursuant to Section 2.3 (including any
provision that Unregistered Securities of such series initially be issued
in the form of a single global Unregistered Security to be delivered to a
depositary or agency located outside the United States and
the procedures pursuant to which definitive
Unregistered Securities of such
series would be issued in exchange for such temporary global Unregistered
Security).


ARTICLE THREE

COVENANTS OF THE ISSUER
~~~~~~~~~~~~~~~~~~~~~~~

                 SECTION 3.1  Payment of Principal and Interest.  The
Issuer 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 interest on, each of the
Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities)
at the place or places, at the
respective times and in the manner
provided in such Securities and in the Coupons, if any,
appertaining thereto and in
this Indenture.  The interest on
Securities with Coupons attached (together with
any additional amounts payable pursuant to the terms of such Securities)
shall be payable only upon presentation and surrender of the several Coupons
for such interest installments as are evidenced thereby as they severally
mature.  If any temporary Unregistered Security provides that
interest thereon may be paid while in temporary form,
the interest on any such temporary Unregistered Security (together
with any additional amounts payable pursuant to the terms of such Security)
shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and,
as to the other installments of interest, if any,
only upon presentation of such temporary Unregistered Security
for notation thereon of the
payment of such interest, in each case subject to any restrictions that may
be established pursuant to Section 2.3.
The interest on Registered Securities (together
with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the
Holders thereof and, at the option of the Issuer, may be paid by
wire transfer or by mailing
checks for such interest payable to or upon the written order of such
Holders at their last addresses as they
appear on the registry books of the Issuer.

       SECTION 3.2  Offices for Payments, etc.
So long as any Registered Securities are outstanding hereunder,
the
Issuer will maintain in the Borough of Manhattan, The City of New York
and Chicago, Illinois an
office or
agency where the Registered Securities of each series may be presented for
payment,
where the Securities of each series may be presented for
exchange as in this Indenture provided and
where the Registered Securities of each series may
be presented for registration of transfer as in this Indenture provided.

            The Issuer will maintain one or more offices or
agencies in a city or cities
located outside the United States (including any city in which such an
office or
agency is required to be maintained under the rules of any stock exchange on
which the Securities of any series are listed) where the Unregistered
Securities, if any,
of each series and Coupons, if any, appertaining thereto may be
presented for payment.  No payment on any Unregistered Security or Coupon
will be made upon presentation of such Unregistered Security or Coupon at an
office or
agency of the Issuer within the United States, nor will any payment be
made by transfer to an account in, or by mail to an address in, the United
States unless pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences
to the Issuer.  Notwithstanding the foregoing,
payments in Dollars on Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made
at an office or
agency of the Issuer maintained in the Borough of Manhattan, The City
of New York and Chicago, Illinois, if such payment in Dollars at each office
or agency
maintained by the Issuer outside the United States for payment on such
Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.

       The Issuer will maintain in the Borough of Manhattan, The City of
New York and Chicago, Illinois,
an office or
agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

       The Issuer will give to the Trustee written
notice of the location of each such office or
agency and of any change of location
thereof.  In case the Issuer shall fail to maintain any office or
agency required
by this Section to be located in the
Borough of Manhattan, The City of New York, or shall fail to give such
notice of the location or of any change in the location of any of the
above offices or agencies,
presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

       The Issuer may from time to time designate one or
more additional offices or agencies
where the Securities of any series and any Coupons appertaining thereto may be
presented for payment, where the Securities of such series may be presented
for exchange as in this Indenture provided and
where the Registered Securities of such series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may
from time to time rescind any such designation;
provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to
maintain any office or agency provided
for in this Section.  The Issuer will give to the
Trustee prompt written notice of any such designation or rescission thereof.

       SECTION 3.3  Appointment to Fill a Vacancy in Office
of Trustee.  The Issuer, 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 with respect to
each series of Securities hereunder.

       SECTION 3.4  Paying Agents.  Whenever the Issuer 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 provisions of this
Section:

       (a)  that it will hold all sums received by it as such
     agent for the payment of the principal of or interest
     on the Securities of such series (whether such sums have been paid to
     it by the Issuer 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 the Coupons
     appertaining thereto, if any, or of the Trustee, and

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

       The Issuer will, on or prior to each due date of the
principal of or interest on the Securities of any series, deposit
with the paying agent a sum sufficient to pay such
principal or interest so becoming due, and (unless such paying agent
is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

       If the Issuer shall act as its own paying agent
with respect to the Securities of any series,
it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of
the Securities of such series or the Coupons, if any,
appertaining thereto
a sum sufficient to pay such principal
or interest so becoming due.  The Issuer will promptly
notify the Trustee of any failure to take such action.

       Anything in this Section to the contrary
notwithstanding, but subject to Section 10.1,
the Issuer 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,
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 Issuer or any paying
agent hereunder, as required by this Section, such
sums to be held by the Trustee
upon the trusts herein contained.

       Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions
of Sections 10.3 and 10.4.

       SECTION 3.5  Written Statement to Trustee.  The Issuer will
deliver to the Trustee on or before April 30
in each year (beginning with
April 30, 1991)
an Officers' Certificate (which need not comply with
Section11.5) stating that in the course of the performance by the signers
of their duties as officers of the Issuer they would normally have
knowledge of any default by the Issuer in the performance of any covenants
contained in Sections 3.6 and 3.7,
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.

       SECTION 3.6  Limitations on Liens.  If the Issuer or any
Restricted Subsidiary shall incur, assume or guarantee any indebtedness for
borrowed money secured by a mortgage, pledge, security interest or other
lien or encumbrance (any such mortgage, pledge, security interest or other
lien or encumbrance being hereafter in Sections 3.6 and 3.7 referred to as
a "Mortgage" or "Mortgages") (any such indebtedness being hereafter in
Sections 3.6 and 3.7 referred to as "Secured Debt") on any Principal
Property owned by the Issuer or a Restricted Subsidiary or on any shares of
stock or indebtedness of any Restricted Subsidiary, the Issuer shall
secure, or cause such Restricted Subsidiary to secure, the Securities
(together with, if the Issuer shall so determine, any other indebtedness
for borrowed money incurred, assumed or guaranteed by the Issuer or any
Restricted Subsidiary ranking equally with, or prior to, the Securities,
whether then or thereafter existing) equally and ratably with (or, at the
option of the Issuer, prior to) such Secured Debt, unless after giving
effect thereto the aggregate principal amount of all such Secured Debt,
together with all Attributable Debt in respect of sale and leaseback
transactions involving Principal Properties (other than sale and leaseback
transactions as to which the Issuer would be entitled to incur Secured
Debt, in an amount at least equal to the Attributable Debt in respect of
such sale and leaseback transaction, on the property to be leased, without
equally and ratably securing the Securities, pursuant to the exclusions
from the computation of Secured Debt contained below in clauses (a)-(g) of
this Section and other than sale and leaseback transactions the proceeds of
which have been applied in accordance with clause (b) of Section 3.7),
would not exceed 10% of the Consolidated Net Tangible Assets of the Issuer.
This restriction will not apply to, and there shall be excluded in
computing Secured Debt for the purpose of such restriction, indebtedness
secured by:

       (a)  Mortgages on property of, or on any shares of
     stock or indebtedness of, any corporation existing at
     the time such corporation is merged into or
     consolidated with the Issuer or a Restricted Subsidiary,
     at the time of a sale, lease or other disposition of the
     properties of such corporation (or any
     division thereof) as an entirety or substantially
     as an entirety to the Issuer or a Restricted
     Subsidiary or at the time such corporation becomes
     a Restricted Subsidiary;

       (b)  Mortgages securing indebtedness of a Restricted
     Subsidiary to the Issuer or to another
     Restricted Subsidiary;

       (c)  Mortgages on any Principal Property, shares
     of stock or indebtedness existing at the time of
     acquisition thereof (including acquisition through
     merger or consolidation) by the Issuer or any
     Restricted Subsidiary;

       (d)  Mortgages upon or with respect to any
     property acquired, constructed or improved by the Issuer
     or any Restricted Subsidiary after the date
     of this Indenture which are created, incurred or assumed
     contemporaneously with, or within 180 days after,
     the latest to occur of the acquisition, completion
     of construction or improvement, or the commencement
     of commercial operation, of such property to secure or
     provide for the payment of any part of the purchase price
     of such property or the cost of such construction
     or improvement; provided, however, that
     in the case of any such construction or improvement
     the Mortgage shall not apply to any property
     theretofore owned by the Issuer or any
     Restricted Subsidiary other than any theretofore
     substantially unimproved real property on which
     the property so constructed, or the improvement,
     is located;

       (e)  Mortgages in favor of the United States of
     America or any State thereof, or any department, agency,
     instrumentality or political subdivision
     of the United States of America or any State thereof
     or political entity affiliated therewith, or in favor of any
     other country, or any political subdivision thereof, to
     secure partial, progress, advance or other payments,
     or other obligations, pursuant to any contract or
     statute or to secure any indebtedness incurred for the
     purpose of financing all or any part of the cost
     of acquiring, constructing or improving the
     property subject to such
     Mortgages (including Mortgages incurred
     in connection with pollution control,
     industrial revenue or similar financings);

       (f)  Mortgages existing at the date of this
     Indenture; and

       (g)  Mortgages for the sole purpose of extending,
     renewing or replacing in whole or in part the
     indebtedness secured thereby referred to in the
     foregoing clauses (a) to (f), inclusive, or
     in this clause (g); provided, however, that
     the principal amount of indebtedness secured thereby
     shall not exceed the principal amount of indebtedness
     so secured at the time of such
     extension, renewal or replacement, and that such
     extension, renewal or replacement shall be limited
     to all or a part of the property subject to the
     Mortgage so extended, renewed or replaced (plus
     improvements on or to such property).

       SECTION 3.7  Restrictions on Sale and Lease-Back.  Neither
the Issuer nor any Restricted Subsidiary may enter into any sale and
leaseback transaction involving any Principal Property, if the latest to
occur of, the acquisition, the completion of construction or the
commencement of commercial operation of such Principal Property shall have
occurred more than 180 days prior thereto, unless (a) the Issuer or such
Restricted Subsidiary could create Secured Debt secured by such Principal
Property under the restrictions described in Section 3.6 in an amount equal
to the Attributable Debt with respect to the sale and leaseback transaction
without equally and ratably securing the Securities or (b) the Issuer,
within 90 days from the effective date of such sale and leaseback
transaction, applies an amount not less than the greater of (i) the net
proceeds of the sale of such Principal Property leased pursuant to such
arrangement or (ii) the fair value, in the opinion of the Board of
Directors of the Issuer, of such Principal Property so leased to (x) the
retirement of its Funded Debt or (y) the purchase of other property which
will constitute a Principal Property having a fair value, in the opinion of
the Board of Directors of the Issuer, at least equal to the fair value, in
the opinion of the Board of Directors of the Issuer, of the Principal
Property leased in such sale and leaseback transaction.  This restriction
will not apply to any sale and leaseback transaction between the Issuer
and a Restricted Subsidiary or between Restricted Subsidiaries or
involving the taking back of a lease for a period of less than three years.


ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
_________ISSUER AND THE TRUSTEE_________
      ~~~~~~~~~~~~~~~~~~~~~~

                      SECTION 4.1  Issuer to Furnish Trustee
Names and Addresses of Securityholders.
The Issuer and any other obligor on the Securities covenant and agree that
they will furnish or cause to be furnished to
the Trustee a list in such form as
the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

       (a)  semi-annually and not more than 15 days after each
     Record Date for the payment of interest
     on such Registered Securities, as of
     such Record Date and on dates to be determined pursuant to
     Section 2.3 for non-interest bearing Registered Securities,
     in each year, and

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

provided that if and so long as the
Trustee shall be the Security Registrar for such series and all of the
Securities of such series are Registered Securities, such list
shall not be required to be furnished.

       SECTION 4.2  Preservation and Disclosure of Securityholders
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
Registered Securities (i)
contained in the most recent list furnished
to it as provided in Section 4.1,
(ii) received by it in the
capacity of Security Registrar for such series, if so
acting, and (iii) filed with it within the two preceding years pursuant
to 4.4(c)(ii).  The Trustee may destroy any list furnished
to it as provided in Section 4.1 upon receipt of a
new list so furnished.

       (b)  In case three or more Holders of Securities
(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 for a period of at least six months preceding
the date of such application, and such application states
that the applicants desire to communicate with other
Holders of Securities of a particular series (in which case the
applicants must all hold Securities of such series)
or with Holders of all Securities
with respect to their rights under
this Indenture or under such Securities and such application is
accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after
the receipt of such application, at its election, either

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

      (ii)  inform such applicants as to the approximate number
     of Holders of Registered Securities of such series or of
     all Registered 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 such subsection (a)
     and as to the approximate cost of mailing
     to such Holders the form of proxy or other
     communication, if any, specified in such application.

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

       (c)  Each and every Holder of Securities and Coupons, by
receiving and holding the same, agrees with the Issuer and
the Trustee that neither the Issuer or the
Trustee nor any agent of the Issuer or the Trustee
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, 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 such subsection (b).

       SECTION 4.3  Reports by the Issuer.  The Issuer
covenants:

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

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

       (c)  to transmit by mail to the Holders of Securities within 30
     days after the filing thereof with the Trustee,
     in the manner and to the extent provided in Section 4.4(c),
     such summaries of any information, documents
     and reports required to be filed by the Issuer pursuant
     to subsections (a) and (b) of this Section as may be required
     to be transmitted to such Holders
     by rules and regulations prescribed from time to time
     by the Commission.

       SECTION 4.4  Reports by the Trustee.  (a)  Within
60 days after May 15 of each year, commencing with the year 1991,
the Trustee shall transmit by mail to the Holders of the Securities
of each series, as
provided in subsection (c) of this Section, a brief report dated
as of such May 15 with respect to:

       (i)  its eligibility under Section 6.9 and
     its qualification under Section 6.8, 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;

      (ii)  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
     of such series, on any property or funds held or collected by it as
     Trustee, except that the Trustee shall not be required
     (but may elect) to report such advances if such advances
     so remaining unpaid aggregate not more than 1/2 of 1%
     of the principal amount of the Securities of such series
     Outstanding on the date of such report;

     (iii)  the amount, interest rate and maturity
     date of all other indebtedness owing by the Issuer
     (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 any
     indebtedness based upon a creditor relationship
     arising in any manner described in
     Section 6.13(b)(2),(3),(4) or (6);

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

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

      (vi)  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 of such series, 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 5.11.

       (b)  The Trustee
shall transmit to the Holders of each series,
as provided in subsection (c) of this Section, 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 (or if no such report has yet been so
transmitted, since the date 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 (b), 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 the Securities of such series
outstanding at such time, such report to be transmitted
within 90 days after such time.

       (c)  Reports pursuant to this Section shall be transmitted
by mail:

       (i)  to all Holders of Registered Securities, as the
     names and addresses of such Holders appear upon the registry
     books of the Issuer;

      (ii)  to such other Holders of Securities as have, within two
     years preceding such transmission, filed their names and addresses
     with the Trustee for that purpose; and

     (iii)  except in the case of reports pursuant to subsection (b),
     to each Holder of a Security whose name and address are preserved at
     the time by the Trustee as provided in Section 4.2(a).

       (d)  A copy of each such report shall, at the time of
such transmission to the Holders, be furnished to
the Issuer and be filed by the Trustee with each stock
exchange, if any, upon which the Securities of any
series are listed and also
with the Commission.  The Issuer agrees to notify the
Trustee when and as the Securities of such series become admitted to
trading on any national securities exchange.


ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
____________ON EVENT OF DEFAULT____________
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

                 SECTION 5.1  Event of Default Defined; Acceleration of
Maturity; Waiver of Default.  "Event of Default" with respect to
Securities of any series,
wherever used herein,
means each of the
following events which shall have occurred and be continuing
(whatever the
reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any
administrative or governmental body):

       (a)  default in the payment of any
     instalment of interest upon any of the Securities
     of such series
     as and when the
     same shall become 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 any of the Securities of such series as and when
     the same shall become due and payable, whether at maturity, upon
     any redemption, by declaration or otherwise;  or

       (c)  default in the deposit of any sinking fund or analogous
     payment for the benefit of the Securities of such series as and when
     the same shall become due and payable;

       (d)  failure on the part of the Issuer duly to
     observe or perform any other of the covenants or
     agreements on the part of the Issuer in the Securities
     of such series
     or in this Indenture contained (other than a covenant
     or agreement expressly included herein solely for the
     benefit of Securities of other series)
     for a period of 90 days
     after the date on which written notice
     specifying such failure, stating that such notice is
     a "Notice of Default" hereunder and demanding
     that the Issuer
     remedy the same, shall have been given by
     registered or certified mail, return receipt requested,
     to the Issuer by the Trustee,
     or to the Issuer and
     the Trustee by the Holders of not less than 25% in aggregate
     principal amount of the Outstanding Securities of all series
     affected thereby; or

       (e)  a court having jurisdiction in the premises
     shall enter a decree or order for relief in respect
     of the Issuer 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 or sequestrator
     (or similar official) of the Issuer or for any
     substantial part of the property of the Issuer,
     or ordering the
     winding up or liquidation of the affairs of the Issuer,
     and such
     decree or order shall remain unstayed and in effect
     for a period of 60 consecutive days; or

       (f)  the Issuer shall commence a voluntary case
     under any applicable bankruptcy, insolvency or
     other similar law now or hereafter in effect, or consent
     to the entry of an order for relief in an
     involuntary case under any such law, or consent to the
     appointment or taking possession by a receiver, liquidator,
     assignee, custodian, trustee or sequestrator (or similar
     official) of the Issuer or for any substantial part of
     the property of the Issuer, or make any general assignment for the
benefit
     of creditors; or

       (g)  any other Event of Default provided in the supplemental
     indenture or Board
     Resolution establishing the terms of
     such
     series of Securities as provided in Section 2.3
     or in the form of Security for
     such series.

If an Event of Default described in clause (a), (b) or (c) shall have
occurred and be continuing with respect to the Securities of any series,
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 such series
then Outstanding, by notice in writing to the
Issuer (and to the Trustee if given by such Holders), may declare the
entire principal of all the Securities of such series then Outstanding and
the interest accrued thereon 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 (d) or (g) (if
the Event of Default under either clause is with
respect to less than all series of the Securities then Outstanding)
shall have occurred and be continuing
with respect to the Securities of one or more series,
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 (voting as one class),
by notice in writing to the Issuer (and to
the Trustee if given by such Holders), may declare the entire
principal of all
the Securities of all such affected series then Outstanding
and the interest accrued thereon 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 (d), (e), (f) or (g)
(if the Event of Default under clause (d) or (g), as the case may be, is with
respect to all series of Securities then Outstanding)
shall have occurred
and be 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
(voting as
one class), by notice in writing to the Issuer (and to the Trustee if
given by such Holders), may declare the entire principal
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 paragraph,
however, is subject to the condition that if, at
any time after the principal
of the Securities of one or more series shall
have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter
provided, the Issuer shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured
instalments of interest upon all the Securities of such series
and the principal of all Securities of such series
which shall
have become due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law,
on overdue instalments 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, to the date of such payment or
deposit) and such amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all
other expenses and liabilities incurred, and
all advances made, by the Trustee
except as a result
of negligence or bad faith, and
if any and all Events of Default under this Indenture with respect to such
series, other than the non-payment
of the principal of Securities of such series 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 all the
Securities of such affected series
then Outstanding (voting as one class, except in the case of Events of
Default described in clauses (a), (b) and (c) of such paragraph,
in which case each series of Securities as to which such an Event of
Default shall have occurred shall vote as a separate class),
by written notice
to the Issuer and to the Trustee, may waive all defaults
with respect to such series
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.

       For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions
hereof, then, from and after such declaration, unless such declaration
has been rescinded and annulled, the principal amount of such Original
Issue Discount Securities shall be deemed, for all purposes hereunder,
to be such portion of the principal thereof as shall be due and payable
as a result of such acceleration, and payment of such portion of the
principal thereof as shall be due and payable as a result of such
acceleration,
together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full
of such Original Issue Discount Securities.


       SECTION 5.2  Collection of Indebtedness by Trustee; Trustee
May Prove Debt.  The Issuer covenants that (a) in
case default shall be made in the payment of any instalment
of interest on any of the Securities of any series when such interest
shall have 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 all or any part
of the principal of any of the Securities of any series when the same
shall have become due and payable, whether at maturity, upon redemption, by
declaration or otherwise -- then,
upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities
of such series
the whole amount that then shall have become due and payable
on all Securities of such series, including all Coupons,
for principal or interest, as the
case may be (with interest
to the date of such payment upon the overdue principal
and, to the extent that payment of such interest is
enforceable under applicable law, on overdue instalments
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);
and in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any expenses and
liabilities incurred, and all advances made, by the
Trustee
except as a result of its negligence or bad
faith.

       Until such demand is made by the Trustee, the
Issuer may pay the principal of and interest on the Securities
of such series to the Holders, whether or not the Securities
of such series be overdue.

       In case the Issuer 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 action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against
the Issuer or other obligor upon the Securities of such series
and collect in the
manner provided by law out of the property of the Issuer or other
obligor upon the Securities of such series,
wherever situated the moneys adjudged
or decreed to be payable.

       In case there shall be pending proceedings relative to
the Issuer or any other obligor upon the Securities of any series
under Title 11
of the United States Code or any other applicable
Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings
relative to the Issuer or such other obligor, or to
the creditors or property of the Issuer or such other obligor, the
Trustee, irrespective of whether the principal of the 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, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

       (a)  to file and prove a claim or claims for the whole amount
     of the principal and interest  (or, if the Securities of any
     series are Original Issue Discount Securities, such portion
     of the principal amount as may be specified in the terms
     of such series) owing and unpaid in respect of the
     Securities of each series, and to file such other papers
     or documents as may
     be necessary or advisable in order to have the claims of the
     Trustee (including any claim for reasonable compensation to
     the Trustee and its
     agents, attorneys and counsel, and for reimbursement of all
     expenses and liabilities incurred, and all advances made, by
     the Trustee, except as a result
     of negligence or bad faith) and of the Securityholders allowed
     in any judicial proceedings relative to the Issuer or such other
     obligor, or to the creditors or property
     of the Issuer or such other obligor,

       (b)  unless prohibited by applicable law and regulations,
     to vote on behalf of the Holders of the Securities of each 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

       (c) to collect and receive any moneys or other property
     payable or deliverable on any such claims, and to distribute
     all amounts received with respect to the claims of the
     Securityholders and of the Trustee on their behalf; and any
     trustee, receiver, liquidator, custodian or other similar
     official is hereby authorized by each of the Securityholders
     to make payments to the Trustee, and, in the event that the
     Trustee shall consent to the making of payments directly to
     the Securityholders, to pay to the Trustee such amounts as
     shall be sufficient to cover reasonable compensation to the
     Trustee, and its agents,
     attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee
     except as a result of negligence or bad
     faith.

       Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or vote for or accept or
adopt on behalf of any Holder 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 Holder in any
such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar person.

       All rights of action and of asserting claims
under this Indenture, or under any of the Securities of any series or
Coupons appertaining thereto,
may be enforced by the Trustee without the possession
of any of the Securities of such series or Coupons appertaining thereto
or the production thereof
on any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the
Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements
and compensation of the Trustee
and its agents,
attorneys and counsel, shall be for the ratable benefit of the
Holders of the Securities or Coupons appertaining to such Securities
in respect of which such action was taken.

       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 Coupons appertaining thereto
in respect to which action was taken,
and it shall not be necessary to make any Holders of
such Securities or Coupons
parties to any such proceedings.


       SECTION 5.3  Application of Proceeds.
Any moneys collected by the Trustee pursuant to this Article
in respect of the Securities of any series shall be
applied in the following order at the
date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal
or interest, upon presentation of the several Securities
and Coupons appertaining thereto
in respect of which moneys have been collected
and stamping (or otherwise noting) thereon the payment,
or issuing Securities of the same series in reduced principal
amounts in exchange for the presented Securities if
only partially paid, or upon surrender
thereof if fully paid:

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

       SECOND:  In case the principal of the Securities
     of such series
     in respect of which moneys have been collected
     shall not have become and be then due and payable, to
     the payment of interest on the Securities of such series
     in default in the order of the
     maturity of the instalments of such interest, with
     interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue instalments
     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 such Securities, such
     payments to be made
     ratably to the Persons entitled thereto, without
     discrimination or preference;

       THIRD:  In case the principal of the Securities
     of such series in respect of which moneys have been collected
     shall have become and be then due and payable,
     to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the
     overdue principal, and (to the extent that such interest
     has been collected by
     the Trustee) upon overdue instalments 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; 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 interest, without
     preference or priority of principal over interest,
     or of interest over principal,
     or of any instalment of interest over any other instalment of
     interest, or of any Security of such series over any other
     Security of such series, ratably to the aggregate of
     such principal and
     accrued and unpaid interest; and

       FOURTH:  To the payment of the remainder, if
     any, to the Issuer or any other person lawfully
     entitled thereto.

       SECTION 5.4  Suits for Enforcement.  In case an
Event of Default has occurred, has not been waived
and is continuing, the Trustee may in its discretion
proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant
or agreement contained in 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 5.5  Restoration of Rights on Abandonment of
Proceedings.  In case the Trustee shall have
proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued
or abandoned for any reason, or shall have been
determined adversely to the Trustee, then, and in
every such case, the Issuer and the Trustee shall
be restored respectively to their former positions
and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had
been taken.

       SECTION 5.6  Limitations on Suits by
Securityholders.  No
Holder of any Security of any series
or of any Coupon appertaining thereto
shall have any right by virtue
or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity
or in bankruptcy or otherwise upon or under or with
respect to this Indenture, or for the appointment of a
trustee, receiver, liquidator, custodian or other
similar official 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 each affected series then
Outstanding (determined as provided in Section 5.1 and voting
as one class)
shall have
made written request upon the Trustee to institute
such action or proceedings 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 or proceeding
and no direction inconsistent with such written request
shall have been given to the Trustee
pursuant to Section 5.9; it being understood and
intended, and being expressly
covenanted by the taker and Holder of every Security
or Coupon
with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series
or Coupons appertaining thereto shall have
any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder
of Securities or Coupons appertaining thereto,
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 affected series and Coupons.  For
the protection and enforcement of the provisions of
this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can
be given either at law or in equity.

       SECTION 5.7  Unconditional Right of Securityholders
to Institute Certain Suits.  Notwithstanding
any other provision in this Indenture and any provision
of any Security, the right of
any Holder of any Security or Coupon to receive payment of the
principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon,
or to institute suit for the enforcement
of any such payment on or after such respective dates,
shall not be
impaired or affected without the consent of such Holder.

       SECTION 5.8  Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default.  Except as provided
in Section 5.6, no right or
remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities or Coupons
is intended to be exclusive
of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy
given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

       No delay or omission of the Trustee or of any
Holder of Securities or Coupons
to exercise any right
or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such
right or power or shall be construed to be a waiver
of any such Event of Default or an acquiescence therein; and,
subject to Section 5.6, every
power and remedy given by this Indenture or by
law to the Trustee or to the
Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders of Securities or Coupons.

       SECTION 5.9  Control by Holders of Securities.  The Holders
of a majority in aggregate principal amount of the Securities
of each series affected at the time Outstanding
(determined as provided in Section 5.1 and voting as one class)
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 upon the Trustee
with respect to the Securities of such affected series
by this Indenture; provided that such
direction shall not
be otherwise than in accordance with law
and the provisions of this Indenture and
provided further that
(subject to the provisions of Section 6.1) the
Trustee shall have the right to
decline to follow any such direction if the
Trustee, being advised by counsel,
shall determine that the action or proceeding
so directed may not lawfully be
taken or if the Trustee in good faith by its board
of directors, its executive
committee or a trust committee of directors or
Responsible Officers of the
Trustee shall determine that the action or proceedings
so directed would involve
the Trustee in personal liability or
that the actions or forbearances
specified in or pursuant to such
direction would be unduly prejudicial to the
interests of Holders of the
Securities of all affected
series not joining in the giving of said
direction, it being understood that
(subject to Section 6.1) the Trustee shall
have no duty to ascertain whether or
not such actions or forbearances are unduly
prejudicial to such Holders.

       Nothing in this Indenture shall impair the right of the Trustee
in its discretion to take any action deemed proper by the
Trustee and which is not inconsistent
with such direction or directions by Securityholders.

       SECTION 5.10  Waiver of Past Defaults.  Prior to the
declaration of
acceleration of the maturity of any Securities as
provided in Section 5.1, the Holders of a majority
in aggregate principal amount of the Securities of all series at
the time Outstanding with respect to which a default or
an Event of Default shall have
occurred and be continuing (determined as provided in
Section 5.1 and
voting as one class)
may on behalf of the Holders
of all such affected Securities waive any past default or
Event of Default described in
Section 5.1 and its consequences,
except a default or an Event of Default
in respect of a covenant or
provision hereof or of any Security
which cannot be modified or amended
without the consent of the Holder of each Security
affected.  In the case of any such waiver, the Issuer, the Trustee and the
Holders of all such affected Securities
shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

       Upon any
such waiver, such default shall cease to exist and
be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent
thereon.

       SECTION 5.11  Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances.  The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any
series, give notice of all defaults with respect to such series known to the
Trustee (i) if any Unregistered Securities of such series are then
Outstanding, to the Holders thereof by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York,
and (ii)to
all Holders of Securities of such series in the manner and to the extent
provided in Section 4.4(c),
unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term "default" for
the purpose of this Article being hereby defined
to mean any event or
condition which is, or with notice or lapse of time or both would become,
an Event of Default); provided that, except in the case of default in
the payment of the principal of or the interest on any of the Securities of
such series, or in the payment of any sinking fund instalment
or analogous payment
on 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 or trustees 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.

       SECTION 5.12  Right of Court to Require Filing of Undertaking to
Pay Costs.  All parties to this Indenture agree, and each
Holder of any Security or Coupon by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the
Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit
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 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 aggregate principal
amount of the Securities of such series,
or, in the case of any
suit relating to or arising under clause (d) or (g)
of Section 5.1 (if the suit relates to the Securities of more than one but
less than all series), l0% in aggregate principal amount of the
Securities
then Outstanding
and
affected thereby, or, in the case of any suit relating to or
arising under clause (d) or (g) (if the suit
relates to
all the Securities then Outstanding), or
clause (e) or (f) of Section 5.1,
10% in aggregate principal amount of all Securities then Outstanding,
or to any suit
instituted by any Securityholder for the enforcement of
the payment of the principal of or the interest
(including interest evidenced by any Coupon)
on any Security
on or after the due date expressed in such Security or Coupon
or any date fixed
for redemption.


ARTICLE SIX

CONCERNING THE TRUSTEE

            SECTION 6.1  Duties and Responsibilities of the Trustee; During
Default; Prior to Default.
The Trustee,
prior to
the occurrence of an Event of Default with respect to the Securities
of a particular series and after the curing
or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties and
only
such duties as are specifically set forth in this Indenture.
In case an Event of Default with respect to the Securities of a
particular series has occurred (which has not
been cured or waived), the Trustee shall exercise
with respect to such series
such of
the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their
exercise, as a prudent 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 wilful misconduct, except that

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

            (i)  the duties and obligations of the Trustee
       with respect to the Securities of such 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 as are specifically set forth
       in this Indenture, and no implied covenants or obligations
       shall be read into this Indenture against the Trustee; and

           (ii)  in the absence of bad faith on the part of the
       Trustee, the Trustee may conclusively rely, as to the
       truth of the statements and the correctness of the opinions
       expressed therein, upon any statements, certificates or opinions
       furnished to the Trustee and conforming to the requirements
       of this Indenture; but in the case of any
       such statements, 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 Responsible 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 an appropriate direction of the Holders
     pursuant to Section 5.9 relating to the time,
     method and place of conducting any proceeding for any
     remedy available to the Trustee, or exercising any
     trust or power conferred upon the Trustee, under this
     Indenture.

       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 shall be reasonable
grounds for believing that the repayment of such funds or
adequate indemnity against such liability is not reasonably
assured to it.

       SECTION 6.2  Certain Rights of the Trustee.  Subject to
Section 6.1:

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

       (b)  any request, direction, order or demand of the
     Issuer 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 Issuer;

       (c)  the Trustee may consult with counsel and any written advice
     or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered
     or omitted to be taken 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 trusts or powers vested in it by this Indenture
     at the request, order or direction of any of the Holders
     pursuant to the provisions of this Indenture, unless such
     Holders shall have offered to the Trustee reasonable
     indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

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

       (f)  prior to the occurrence of an Event of Default
     with respect to the Securities of any series
     and after the curing or waiving of all such Events
     of Default, the Trustee shall not be bound to make any
     investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion,
     report, notice, request, consent, order, approval,
     appraisal, bond, debenture, note, Coupon,
     security or other paper or document
     unless requested in writing so to do by the Holders
     of not less than a majority in aggregate principal
     amount of the Securities of all affected series then
     Outstanding; provided 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 costs,
     expenses or liabilities as a condition
     to proceeding; the reasonable expenses of
     every such investigation shall be
     paid by the Issuer or, if paid by the Trustee,
     shall be repaid by the Issuer upon demand; 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 or attorneys not regularly in its
     employ, and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder.

       SECTION 6.3  Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof.  The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the
Trustee assumes no responsibility for the correctness of the same.  The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities or
Coupons.  The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the
proceeds thereof.

       SECTION 6.4  Trustee and Agents May Hold Securities or Coupons;
Collections, etc.  The Trustee or any agent of the Issuer or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons
with the same rights it would have if it were not the
Trustee or such agent and, subject to Sections 6.8 and 6.13,
may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

       SECTION 6.5  Moneys Held by Trustee.  Subject to the
provisions
of Section 10.4, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent
required by mandatory
provisions of law.  Neither the Trustee nor any agent of the
Issuer or the Trustee shall be under any liability for
interest on any moneys received by it hereunder.

       SECTION 6.6  Compensation and Indemnification
of Trustee and Its Prior Claim.  The Issuer 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 Issuer covenants and
agrees to pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred
or made
by or on behalf of it 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 agents and other persons not regularly in its employ)
except
any such expense, disbursement or advance as may arise from its
negligence or bad
faith.  The Issuer 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 its part arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts
hereunder and its duties hereunder, including the costs and expenses of
defending
itself against or investigating any claim of liability in the premises.  The
obligations of the Issuer under this Section to compensate and indemnify the
Trustee and to pay or reimburse the
Trustee
for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture.  Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or
collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities
or Coupons, and the Securities are hereby subordinated to such
senior claim.

       SECTION 6.7  Right of Trustee to Rely on Officers'
Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering or omitting 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
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, suffered or omitted by it under the provisions
of this Indenture upon the faith thereof.

       SECTION 6.8  Qualification of Trustee; Conflicting
Interests.  (a)  If the Trustee has
or shall acquire any conflicting interest,
as defined in this Section, 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 this Article.

       (b)  In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, the Trustee shall,
within 10 days after the expiration of such 90 day period,
transmit by mail notice of such failure to the Securityholders
in the manner and to the extent required by Section 4.4(c) and,
if any Unregistered Securities are then Outstanding, shall publish notice
of such failure at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York.

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

       (i)  the Trustee is trustee under this Indenture
     with respect to the Outstanding Securities of any other series
     or is a trustee
     under another indenture under which any other
     securities, or certificates of interest or participation
     in any other securities, of the Issuer 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 the Indenture dated
     as of January30, 1987 (the "Dart Indenture")
     among Dart Industries
     Inc., as issuer, Premark International, Inc.,
     as guarantor, and Morgan Guaranty Trust Company of
     New York, as trustee, relating to $150,000,000 principal
     amount of notes due 1997, the Indenture dated as of January30,
     1987 (the "Hobart Indenture")
     among Hobart Corporation, as issuer, Premark International,
     Inc., as guarantor, and Morgan Guaranty Trust Company of New York,
     as trustee, relating to $75,000,000 principal amount of notes
     due 1994,
     this Indenture with respect to the Securities of
     any other series, such other
     indenture or indentures under which other securities, or certificates
     of interest or participation in other securities, of the Issuer are
     outstanding if (x) the Dart Indenture, the Hobart Indenture,
     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 Commission shall have found and
     declared by order pursuant to Section 305(b) or Section 307(c) 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 the provisions of this Indenture and
     the provisions of the Dart Indenture, the Hobart Indenture or
     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 investors to
     disqualify the Trustee from acting as such under this Indenture with
     respect to the Securities of such series and such other series, or under
     this Indenture and the Dart Indenture, the Hobart Indenture or
     such other indenture or indentures, or (y) the
     Issuer shall have sustained the burden of proving, on application to
     the Commission and after opportunity for hearing thereon, that
     trusteeship under this Indenture with respect to the Securities of such
     series and such other series, or under this Indenture and the Dart
     Indenture, the Hobart Indenture or 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 the
     Securities of such series
     and such other
     series, or under this Indenture and the Dart Indenture, the Hobart
     Indenture or such other indentures;

      (ii)  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 the Issuer;

     (iii)  the Trustee directly or indirectly controls or is directly
     or indirectly controlled by or is under direct or indirect common
     control with the Issuer or an underwriter for the Issuer;

      (iv)  the Trustee or any of its directors or executive officers
     is a director, officer, partner, employee, appointee or representative
     of the Issuer, or of an underwriter (other than the Trustee
     itself) for the Issuer who is currently engaged in the business
     of underwriting, except that (x) one individual may be a director
     or an executive officer, or both, of the Trustee and a director or an
     executive officer, or both, of the Issuer, but may not be at the
     same time an executive officer of both the Trustee and the Issuer;
     (y) if and so long as the number of directors of the Trustee
     in office is more than nine, one additional individual may be a
     director or an executive officer,
     or both, of the Trustee and a director of the Issuer;
     and (z) the Trustee may be designated
     by the Issuer or by any underwriter for the Issuer 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 subsection (c)(i) of
     this Section, to act as trustee, whether under an indenture or
     otherwise;

       (v)  10% or more of the voting securities of the Trustee is
     beneficially owned either by the Issuer or by any director,
     partner or executive officer thereof, or 20% or more of such
     voting securities is beneficially owned, collectively, by any two
     or more of such persons; or 10% or more of the voting securities
     of the Trustee is beneficially owned either by an underwriter
     for the Issuer or by any director, partner or executive officer
     thereof, or is beneficially owned, collectively, by any two or
     more such persons;

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

     (vii)  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, the Issuer;

       (viii)  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 the Issuer; or

      (ix)  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 clause (vi), (vii) or
     (viii) of this subsection.  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 two years from the date
     of such acquisition, to the extent
     that such securities included in such estate
     do not exceed 25% of such voting
     securities or 25% of any such class of security.
     Promptly after May 15 in each
     calendar year, the Trustee shall make a check of
     its holdings of such securities
     in any of the above-mentioned capacities
     as of such May 15.  If the Issuer fails
     to make payment in full of principal of or
     interest on any of the Securities when
     and as the same becomes 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, 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
     clauses (vi), (vii) and (viii) of
     this subsection.

       The specification of percentages in
clauses (v) to (ix), inclusive,
of this subsection 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 clauses (iii)
or (vii) of this subsection.

       For the purposes of clauses (vi), (vii), (viii) and (ix)
of this subsection only,

       (i)  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;

      (ii)  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

     (iii)  the Trustee
     shall not be deemed to be the owner or holder of (x) any
     security which it holds as collateral security, as trustee or
     otherwise, for an obligation which is not in default as defined
     in clause (ii) above, or (y) any security which it holds as
     collateral security under this Indenture, irrespective of any
     default hereunder, or (z) 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 above, the word "security" or
"securities", as used
in this Section, 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, preorganization 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, 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 purposes of this Section:

       (i)  the term "underwriter", when used with reference to the
     Issuer, shall mean every person who, within three years prior
     to the time as of which the determination is made, has purchased
     from the Issuer with a view to, or has offered or sold for the
     Issuer in connection with, the distribution of any security of
     the Issuer 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;

      (ii)  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;

     (iii)  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 clause, the term "trust" shall include
     only a trust where the interest or interests of the beneficiary
     or beneficiaries are evidenced by a security;

      (iv)  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;

       (v)  the term "Issuer" shall mean any obligor upon the
     Securities; and

      (vi)  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 incorporated or unincorporated, but shall
     not include the chairman of the board of directors.

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

       (i)  a specified percentage of the voting securities of the
     Trustee, the Issuer or any other person referred to in this
     Section (each of whom is referred to as a "person" in this
     subsection) means such amount of the outstanding voting securities
     of such person as entitles the holder or holders thereof 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;

      (ii)  a specified percentage of a class of securities of a
     person means such percentage of the aggregate amount of securities
     of the class outstanding;

     (iii)  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;

      (iv)  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:

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

            (B)  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;

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

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

     provided 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;
     and

       (v)  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 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 6.9  Persons Eligible for Appointment as Trustee.
There shall at all times be a Trustee hereunder
for each series of Securities
which shall be a corporation organized
and doing business under the laws of the United States of
America or of any State thereof or the District of Columbia having
a combined capital and surplus of at least $5,000,000, and
which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by
Federal, State or District of Columbia authority.  Such
corporation shall have its principal place of business in
the City of Chicago, Illinois or
the Borough of Manhattan, The City of
New York, if there
be such a corporation in such location willing to act upon reasonable and
customary terms and conditions.  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, 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, the Trustee shall resign immediately in
the manner and with the effect specified in Section 6.10.

       SECTION 6.10  Resignation and Removal; Appointment of Successor
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 resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of
such resignation to the Holders thereof by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York,
(ii)
if any Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 4.4(c)(ii)
at such addresses as were so furnished to the Trustee and (iii) by mailing
notice of such resignation to the Holders of the then Outstanding Registered
Securities of each series affected at their addresses as they shall appear
on the Security
registry books.  Upon receiving such notice of resignation, the
Issuer shall promptly appoint a successor trustee or trustees with
respect to the applicable series by written
instrument, in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee or
trustees.  If no successor trustee shall have been so appointed
with respect to any series and shall
have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning trustee may petition any
court of competent jurisdiction for the appointment of a
successor trustee, or any Holder who has been a bona fide
Holder of a Security or Securities of such series
for at least six months may,
subject to the provisions of Section 5.12, on behalf of such Holder
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:

       (i)  the Trustee shall fail to comply with the provisions
     of Section 6.8 with respect to any series of
     Securities after written request therefor by the Issuer
     or by any Holder who has been a bona fide Holder
     of a Security or Securities of such series
     for at least six months; or

      (ii)  the Trustee shall cease to be eligible in accordance
     with the provisions of Section 6.9
     and shall fail to resign
     after written request therefor by the Issuer or by any
     Holder; or

     (iii)  the Trustee shall become incapable of acting
     or shall be adjudged a bankrupt or insolvent,
     or a receiver or
     liquidator 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 Issuer may remove the Trustee
with respect to the Securities of any or all series, as appropriate,
and appoint a successor trustee for such series
by written instrument, in
duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee or
trustees, or, subject to the provisions of Section 5.12, any Holder
who has been a bona fide Holder of a Security or Securities
of such series for
at least six months may, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor
trustee.  Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

       (c)  The Holders of a majority in aggregate principal amount of
the Securities of each series
at the time Outstanding may at any time remove
the Trustee with respect to Securities of such series
and appoint a successor trustee with respect to
the Securities of such series
by delivering to
the Trustee so removed, to the successor trustee so appointed
and to the Issuer the evidence provided for in Section 7.1
of the action in that regard taken by the Holders.

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

       SECTION 6.11  Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Issuer 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 applicable series
of Securities shall become effective and such successor
trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, trusts and duties
with respect to such applicable series
of its predecessor hereunder, with like effect as if originally
named as trustee for such series
hereunder; but, nevertheless, on the written
request of the Issuer or of the successor trustee, upon
payment of its charges then unpaid, the trustee ceasing to act shall,
subject to Section 10.4, pay over to the successor trustee all moneys
at the time held by it hereunder for the benefit of such applicable series
and shall execute, acknowledge and deliver an instrument transferring to such
successor trustee all such rights, powers, trusts and
duties.  Upon
request of any such successor trustee, the Issuer shall execute and
acknowledge any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all
such rights, powers and trusts.  Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or
funds held or collected by such trustee for the benefit of such applicable
series to secure any amounts then due it pursuant
to the provisions of Section 6.6.

       If a successor trustee is appointed with respect to the
Securities of one or more (but less than all) series,
the Issuer, the predecessor trustee
and each successor trustee so appointed
shall execute, acknowledge 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 such predecessor trustee with respect to the Securities
of any series as to which such predecessor trustee is not retiring
shall continue to be vested in such predecessor trustee, 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, it being understood
that nothing herein or in such supplemental indenture shall
constitute such trustees as co-trustees of the same trust and that
each such trustee shall be trustee of a separate trust or trusts under
this indenture.

       No successor trustee with respect to any series
of Securities shall accept appointment as provided
in this Section unless at the time of such acceptance
such successor trustee shall be qualified under the provisions
of Section 6.8 and eligible under the provisions of Section 6.9.

       Upon acceptance of appointment by any successor trustee
as provided in this Section, the Issuer shall give notice
thereof (a) if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof by publication of such notice at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York,
(b) if any Unregistered Securities of a series affected are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii) by mailing
such notice to such Holders at such addresses as were so furnished to the
Trustee (and the Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each
series affected, by mailing such notice to such Holders at their addresses
as they shall appear on the Security registry books.  If
the acceptance of appointment is substantially
contemporaneous with the resignation, then the
notice called for by the preceding sentence may
be combined with the notice called for by Section 6.10.
If the Issuer fails to give such notice within 10 days after
acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be given at the
expense of the Issuer.

       SECTION 6.12  Merger, Conversion, Consolidation or Succession to
Business of Trustee.  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 the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided that such corporation shall
be qualified under the provisions of Section 6.8 and eligible under
the provisions of Section 6.9, without the execution or filing
of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

       In case at the time of such succession to the Trustee
any of the
Securities of any series shall have been authenticated but not delivered,
any such successor trustee may adopt the certificate
of authentication of any predecessor trustee and deliver
the Securities so authenticated; and, in case at that time any
of the Securities of any series shall not have been authenticated, any
successor trustee may authenticate such Securities either
in the name of any predecessor hereunder or in the name of such
successor trustee; and in all such cases such certificate of authentication
shall have the full force which it is anywhere in the Securities
of such series
or in this Indenture provided that the certificate of authentication of the
Trustee shall have; provided that the right to
adopt the certificate of authentication of any predecessor
trustee or to 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  Preferential Collection of Claims
Against the Issuer.
(a)  Subject to the provisions of this Section, if
the Trustee shall be or shall
become a creditor, directly or indirectly, secured
or unsecured, of the Issuer
within four months prior to a default, as defined
in subsection (c) of this Section, 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 Coupons
and the holders of other
indenture securities (as defined in such subsection (c)):

       (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 four months' period and valid as against
     the Issuer and its other creditors, except any such
     reduction resulting from the receipt or disposition of
     any property described in clause (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 the Issuer 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 four months' period, or an amount equal
     to the proceeds of any such property if disposed
     of, subject, however, to the
     rights, if any, of the Issuer 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 the
     Issuer) who is liable thereon, (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 the Issuer in bankruptcy or receivership or in
     proceedings for reorganization pursuant to Title 11
     of the 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 four months' 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 four
     months' 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 would occur within four
     months; or

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

       For the purposes of clauses (B), (C) and (D), property
substituted after the beginning of such four months' 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 clauses 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 among the Trustee, the Holders
and the holders of other indenture securities in such manner that
the Trustee, the Holders
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 the
Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the 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 the Issuer of the funds
and property in such special account and before crediting to
the respective claims of the Trustee, the Holders and
the holders of other indenture securities dividends on
claims filed against the Issuer in bankruptcy or receivership
or in proceedings for reorganization pursuant to
Title 11 of the 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 of the 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 Holders 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 Holders 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 four-months' period shall be subject to
the provisions of
this subsection as though such resignation or removal had
not occurred.  If
any Trustee has resigned or been removed prior to the beginning
of such four-months'
period, it shall be subject to the provisions of this
subsection if
and only if the following conditions exist:

       (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 four-months' period; and

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

       (b)  There shall be excluded from the operation of this Section
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 one 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 this Indenture;

       (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)(3) of this Section;

       (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 the Issuer; 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)(4) of this Section.

       (c)  As used in this Section:

       (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 the Issuer is an obligor (as defined in the Trust
     Indenture Act of 1939) outstanding under any other indenture
     (i) under which the Trustee is also trustee, (ii) which contains
     provisions substantially similar to the provisions of subsection (a)
     of this Section and (iii) 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 the Issuer 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 the security is received by
     the Trustee simultaneously with the creation of the creditor
     relationship with the Issuer arising from the making, drawing,
     negotiating or incurring of the draft, bill of exchange, acceptance
     or obligation; and

       (5)  the term "Issuer" shall mean any obligor
     upon the Securities.

       SECTION 6.14  Appointment of Authenticating
Agent.  As long as any Securities of a series remain Outstanding, the
Trustee may, by an instrument in writing, appoint with the approval of the
Issuer an authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of, but subject to the direction of,
the Trustee to authenticate Securities of such series,
including Securities
issued upon exchange, registration of transfer, partial redemption or
pursuant to Section 2.9.  Securities of such series so authenticated
shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee.  Whenever reference is made in this
Indenture to the authentication and delivery of Securities of any series by
the Trustee or to the Trustee's certificate of
authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating
Agent for such series and a certificate of authentication executed on
behalf of the Trustee by such Authenticating Agent.  Such Authenticating
Agent shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any State 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 (determined as provided in
Section 6.9 with respect to the Trustee) and subject to supervision or
examination by Federal or State authority.

       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, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust
business of any Authenticating Agent, shall be the successor to
such Authenticating Agent with respect to all series of Securities for
which it served as Authenticating Agent without the execution or filing of
any paper or any further act on the part of the Trustee or
such Authenticating Agent.

       Any Authenticating Agent may at any time, and if it shall cease
to be eligible hereunder shall, resign by giving written notice of
resignation to the Trustee and to the Issuer.  The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Issuer.
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 in accordance with the provisions of this Section, the Trustee
shall upon receipt of an Issuer Order
appoint a successor Authenticating Agent and shall provide
notice of such appointment to all Holders of Securities affected thereby
in the manner and to the extent provided in Section6.11 with respect to
the appointment of a successor trustee.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.
The Authenticating Agent for the
Securities of any series shall have no responsibility
or liability for any action taken by it as such at the direction of the
Trustee.

       Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to
any Authenticating Agent.


ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

                     SECTION 7.1  Evidence of Action Taken by
Securityholders.  Any request, demand, authorization,
direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by
a specified percentage in aggregate principal amount of the
Holders of one or more series may be evidenced (i) by one
or more instruments of substantially similar tenor signed by such
specified percentage of Holders in person or by agent or proxy duly
appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee;
(ii) by the record of such specified percentage of Holders voting in
favor thereof at any meeting of such Holders duly called and held by
the Trustee; and (iii) by a combination of such instrument or instruments
and any such record of a meeting.

       SECTION 7.2  Proof of Execution of Instruments
and of Holding of Securities.  Subject to
Sections 6.1 and 6.2, the execution of any
instrument by a Holder or his agent or proxy and proof of the holding
by any Person of any of the Securities of any series shall be sufficient
if made in the following manner:

       (a)  The fact
     and date of the execution by any such Person of any instrument may be
     proved by the certificate of any notary public or other officer of any
     jurisdiction authorized to take acknowledgments of deeds or administer
     oaths that the Person executing such instrument acknowledged to him
     the execution thereof, or by an affidavit of a witness to such
     execution sworn to before any such notary or other such officer.
     Where such execution is by or on behalf of any legal entity other than
     an individual, such certificate or affidavit shall also constitute
     sufficient proof of the authority of the Person executing the same.
     The ownership of an Unregistered Security of any series, or of any
     Coupon attached thereto at its issuance, and the identifying
     number of such Security and the date of such ownership, may be
     proved by the production of such Security or Coupon or by a
     certificate executed by any trust company, bank, banker or recognized
     securities dealer, wherever situated, if
     such certificate shall be deemed by the Trustee to be satisfactory.
     Each such certificate shall be dated and shall state that on the date
     thereof a Security of such series bearing a specified identifying
     number was deposited with or exhibited to such trust company, bank,
     banker or recognized securities dealer by the person named in such
     certificate.  Any such certificate may be issued in respect of one or
     more Unregistered Securities of one or more series specified therein.
     The ownership by the Person named in any such certificate of any
     Unregistered Security
     specified therein shall be presumed to continue
     unless at the time
     of any determination of such ownership
     and holding (1) another certificate bearing a
     later date issued in respect of such Security shall be produced,
     (2) such Security shall be produced
     by some other Person or (3) such Security
     shall have ceased to be Outstanding.
     Subject to Sections 6.1 and 6.2, the fact and date of the execution of
     any such instrument
     and the ownership, amount and numbers
     of any Unregistered Securities may also be proven
     in accordance with such reasonable rules and regulations as may
     be prescribed by the Trustee for any series or in any other manner
     which the Trustee may deem sufficient.

       (b)  In the case of Registered Securities, the ownership of
     such Securities shall be proved by the Security Register or by a
     certificate of the Security Registrar.

       SECTION 7.3  Holders to be Treated as Owners.  The Issuer,
the Trustee and any agent of the Issuer or the Trustee may
deem and treat the Person in whose name any Security of any series shall
be registered upon the Security Register
for such series as the absolute
owner of such Security (whether or not such Security shall
be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment
of or on account of the principal of and, subject to the
provisions of this Indenture, interest on such Security
and for all other purposes; and none of the Issuer, the
Trustee and any agent of the Issuer or the Trustee shall be affected
by any notice to the contrary.  The Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Holder of any Unregistered Security and
the Holder of any Coupon as the absolute owner of such Unregistered Security
or Coupon (whether or not such Unregistered Security or Coupon shall be
overdue) for the purpose of receiving payment thereof or on account thereof
and for all other purposes; and none of the Issuer, the Trustee and any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.  All such payments so made
to any such Person, 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 or Coupon.

       SECTION 7.4  Securities Owned by Issuer Deemed Not
Outstanding.  In determining whether the Holders
of the requisite aggregate principal amount of Outstanding Securities
of one or more series
have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities
with respect to which such determination is being made
or by any Person
directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer
or any other obligor on the Securities
with respect to which such determination is being made
shall be disregarded
and deemed not to be Outstanding for the purposes of any
such determination, except that for the purpose 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 if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the
pledgee is not the Issuer or any other obligor upon
such Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on
such Securities.  In case of a dispute as to such right,
the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance
with such advice.  Upon request of the Trustee, the
Issuer shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if
any, known by the Issuer to be owned or held by or for
the account of any of the above-described Persons; and,
subject to Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein
are Outstanding for the purposes of any such determination.

       SECTION 7.5  Right of Revocation of Action
Taken.  At any time prior to (but not
after) the evidencing to the Trustee, as
provided in Section 7.1, of the taking of
any action by the Holders of the requisite percentage in
aggregate principal amount of the Securities
of one or more series, as the case may be,
specified in this Indenture in connection with
such action, any Holder of a Security the serial
number of which is shown by the evidence to be
included among the serial numbers of the Securities
the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust
Office and upon proof of ownership as
provided in Section 7.2, revoke such action so far
as concerns such Security.  Except as aforesaid,
any such action taken by the Holder of any Security of any series
shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security
and of any Securities of such series issued in exchange or substitution
therefor or on registration of transfer thereof,
irrespective of whether or not any notation
in regard thereto is made upon any such Security.  Any
action taken by the Holders of the requisite percentage in
aggregate principal amount of the Securities
of one or more series, as the case may be,
specified
in this Indenture in connection with such action shall
be conclusively binding upon the Issuer, the Trustee and
the Holders of all the Securities of such series.


ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

                      SECTION 8.1  Supplemental Indentures Without
Consent of Securityholders.  The Issuer, when
authorized by a resolution of the Board of Directors
(which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an
Issuer Order),
and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of
the execution thereof) for one or more of the following
purposes:

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

       (b)  to evidence the succession of another
     corporation to the Issuer, or successive
     successions, and the assumption by the successor
     corporation of the covenants, agreements and
     obligations of the Issuer pursuant to Article Nine;

       (c)  to add to the covenants of the Issuer
     such further covenants, restrictions, conditions or
     provisions as the Issuer and the Trustee
     shall consider to be for the protection of the
     Holders of Securities of any series or Coupons
     appertaining thereto,
     and to make the occurrence,
     or the occurrence and continuance, of a default in
     complying with
     any such additional covenant, restriction,
     condition or provision an Event of Default
     permitting the enforcement of all or any of the
     several remedies provided in this Indenture as herein
     set forth; provided that in respect
     of any such additional covenant, restriction, condition or
     provision, 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 an Event of Default
     or may limit the remedies available to the Trustee
     upon such an Event of Default or may limit the right
     of the Holders of a majority in aggregate principal
     amount of the Securities of such series to waive such an Event of
     Default;

       (d)  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
     as the Issuer may
     deem necessary or desirable, provided that no
     such action shall
     adversely affect the interests of the Holders of the
     Securities of any series or the Coupons appertaining
     thereto;

       (e)  to establish the form and terms of the Securities of
     any series or of the Coupons appertaining to such Securities,
     as permitted by Sections 2.1 and 2.3; and

       (f)  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, all as provided in
     Section 6.11.

       The Trustee is hereby authorized to join with the Issuer
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, assignment, mortgage or pledge of any property or assets
thereunder, but the Trustee shall not be obligated to
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 may be executed without
the consent of the Holders of any of the Securities at
the time Outstanding, notwithstanding any of the
provisions of Section 8.2.

       SECTION 8.2  Supplemental Indentures With Consent of
Securityholders.  With the consent (evidenced
as provided in Article Seven) of the Holders of
not less than a majority in aggregate principal amount
of the Securities of all series
at the time Outstanding affected by such
supplemental indenture (voting as one class), the
Issuer, when authorized by a resolution of the
Board of Directors
(which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an
Issuer Order),
and the Trustee may, from time
to time and at any time, enter into an indenture
or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture
Act of 1939 as in force at the date of execution
thereof) 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 such
series or of the Coupons appertaining to such Securities;
provided that no such supplemental
indenture shall (a) extend the time of payment of the
principal, or any instalment of the principal,
of any
Security or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or reduce any amount payable on the
redemption thereof, or make the principal
thereof or the
interest thereon payable in any coin or currency other than that
provided in such Security and the Coupons, if any, appertaining thereto
or in accordance with the terms
thereof, 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 5.1 or the amount thereof
provable in bankruptcy pursuant to Section 5.2, or alter the
provisions of Section 11.11 or 11.12, or impair or
affect the right to institute suit for the
payment thereof when due or, if such Security shall so provide, any
right of repayment at the option
of the Holder,
in each case
without the consent of the Holder of each Security
so affected, or (b) reduce the percentage
in principal amount of the Outstanding
Securities of the affected
series, the consent of whose Holders
is required for any such supplemental
indenture or
for any waiver provided for in this Indenture,
without the consent of the Holders of
each Security so 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 series of Securities, or
which modifies the rights of the Holders of Securities of such series or of
the Coupons appertaining to such Securities with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture of
the Holders of Securities of any other series or of the Coupons appertaining
to such Securities.

       Upon the request of the Issuer, accompanied by a
Board Resolution complying with the first paragraph of this Section and
evidence of the consent of the Holders
of the Securities
as aforesaid and such other documents, if any,
as may be required by Section 7.1, the Trustee shall join with the Issuer 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.

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

       Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall give
notice thereof (i) to the Holders of then Outstanding Registered Securities
of each series affected thereby, by mailing a notice thereof by first-class
mail to such Holders at their addresses as they shall appear on the Security
Register, (ii) if any Unregistered Securities of a series affected thereby
are then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing a
notice thereof by first-class mail to such Holders at such addresses as were
so furnished to the Trustee and (iii) if any Unregistered Securities of a
series affected thereby are then Outstanding, to all Holders thereof, by
publication of a notice thereof at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York,
and in each case such notice
shall set forth in general terms the substance of such supplemental
indenture.  Any failure of the Issuer to give such
notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such
supplemental indenture.

       SECTION 8.3  Effect of Supplemental Indenture.  Upon
the execution of any supplemental indenture pursuant
to the provisions hereof, 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 Issuer 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 8.4  Documents to Be Given to Trustee.  The
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive an
Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any
supplemental indenture executed pursuant to this Article
complies with the applicable provisions of this Indenture.

       SECTION 8.5  Notation on Securities in Respect of
Supplemental Indentures.  Securities of any series authenticated
and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article
may bear a notation in form approved by the Trustee
as to any matter provided for by such supplemental
indenture.
If the Issuer 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 by the Issuer,
authenticated by the Trustee and delivered in exchange
for the Securities of such series then Outstanding.


ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            SECTION 9.1  Covenant of Issuer Not to Merge, Consolidate,
Sell or Convey Property Except Under Certain Conditions.
Nothing contained
in this Indenture or in any of the Securities shall
prevent any consolidation of the Issuer with, or merger
of the Issuer into, any other corporation or corporations
(whether or not affiliated with the Issuer), or successive
consolidations or mergers to which the Issuer or its
successor or successors shall be a party or parties,
or shall prevent any sale, lease or conveyance of the property
of the Issuer as an entirety or substantially as an
entirety; provided, that, and the Issuer hereby
covenants and agrees, upon any such consolidation,
merger, sale, lease or conveyance, the due and punctual payment
of the principal of and interest on all the
Securities, according to their tenor, and the due and
punctual performance and observance of all of the
covenants and conditions of this Indenture to be
performed or observed by the Issuer, shall be expressly
assumed, by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee by
the corporation formed by such consolidation, or into
which the Issuer shall have been merged, or which shall
have acquired such property;
provided, further,
that the corporation formed by such consolidation or into which the Issuer
merged or the person which acquired by conveyance or sale, or which leases,
the
properties and assets of the Issuer as an entirety or
substantially as an entirety shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia; and provided,
further,
that 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.

       SECTION 9.2  Securities to be Secured in Certain
Events.  If, upon any such consolidation or merger of the Issuer
or
upon any such sale, lease or conveyance of
the property of the Issuer as an entirety or substantially as an entirety
to any other corporation,
any Principal Property
owned by the Issuer or a Restricted Subsidiary immediately prior
thereto or
any shares of stock or indebtedness of any Restricted Subsidiary owned
by the Issuer or a Restricted Subsidiary immediately prior thereto
would thereupon become subject to any
mortgage, security interest, pledge, lien or other encumbrance (unless such
Secured Debt could have been incurred by the Issuer or any Restricted
Subsidiary
without the Issuer's being required by the provisions of Section 3.6 to
secure the Securities equally and ratably with (or prior to) such Secured
Debt),
the Issuer or such Restricted Subsidiary,
prior to any such consolidation, merger, sale, lease or
conveyance, will by indenture supplemental hereto secure the Securities
(together with, if the Issuer shall so determine, any other indebtedness
incurred, assumed or guaranteed by the Issuer or such Restricted Subsidiary
ranking
equally with, or prior to,
the Securities, whether then existing or thereafter created) by a
direct lien on such Principal Property, shares of stock or indebtedness,
prior to all liens other than any theretofore existing thereon.

       SECTION 9.3  Successor Corporation Substituted for
Issuer.  In
case of any consolidation, merger, sale, lease or
conveyance referred to in Section 9.1,
and following such an assumption by the
successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the
same effect as if it had been named herein.

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

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

       In the event of any such sale or conveyance
(other than a conveyance by way of lease), the Issuer or
any successor corporation which shall theretofore have
become such in the manner described in this Article
shall be discharged from all obligations and covenants
under this Indenture and the Securities and may be liquidated and dissolved.

       SECTION 9.4  Opinion of Counsel Delivered
to Trustee.  The Trustee, subject to the provisions of Sections 6.1 and
6.2, may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption,
and any such liquidation or dissolution, complies with the applicable
provisions of this Indenture.


ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
____________UNCLAIMED MONEYS____________
         ~~~~~~~~~~~~~~~~

                      SECTION 10.1  Satisfaction and Discharge of
Indenture.  (A)  If at any time (a) the Issuer shall have
paid or caused to be paid the principal
of and interest on all the Securities
of each series theretofore authenticated,
including all Coupons appertaining thereto
(other than Securities
and Coupons appertaining thereto
which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9),
in accordance with the terms of this Indenture and such Securities
or (b) as to Securities and Coupons not so paid, the Issuer shall have
delivered
to the Trustee for cancellation all
Securities of each series theretofore authenticated
and all Coupons appertaining thereto
(other than any Securities and Coupons appertaining thereto
which shall
have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.9) or (c)
as to Securities and Coupons not so paid or delivered for
cancellation,
in the case of any series of Securities as to which the exact amount
(including the
currency of payment) of principal of and interest due
can be determined at the time of making
the deposit referred to in clause (ii) below,
(i) all the Securities of such series
and all Coupons appertaining thereto
shall have
become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer
in accordance with Section 10.4) or
Government
Obligations, maturing as to principal and interest at such times and in
such amounts as will insure the availability of cash, or a combination
thereof, sufficient
in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered
to the Trustee, to pay
(A) the principal and interest on all Securities of such series
and Coupons appertaining thereto on each date
that such principal or interest is due and payable and (B) any
mandatory sinking fund or analogous payments on the dates on which such
payments are due and payable in accordance with the terms of
this Indenture and the Securities of such series;
and if, in any such case, the Issuer shall also pay or
cause to be paid all other sums payable hereunder by the Issuer;
then this Indenture shall cease to be of further effect
(except as to (i) rights of registration of transfer and
exchange of Securities and of Coupons appertaining
thereto and the Issuer's right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) the rights of Holders of Securities
and Coupons appertaining thereto to receive payments of principal
thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of such Holders
to receive mandatory sinking fund or analogous
payments, if any, (iv) the rights,
obligations, duties
and immunities of the Trustee hereunder,
(v) the rights of
Holders of Securities and Coupons appertaining thereto
as beneficiaries hereof with
respect to the property so deposited with the Trustee and payable to
all or any of them and (vi) the obligations of the Issuer under
Section 3.2) and the Trustee, on demand of the Issuer accompanied
by an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with,
and at the
cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction and discharge of this Indenture;
provided that the rights of Holders of the
Securities and Coupons
to receive amounts in respect of principal of and interest on
the Securities and Coupons
held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any national
securities exchange upon
which the Securities are listed.
The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities.

      (B)  The following provisions shall apply to the Securities
of each series unless specifically otherwise provided in the Board
Resolution, Officers' Certificate or supplemental indenture relating
thereto provided
pursuant to Section 2.3.  In addition to discharge of this Indenture
pursuant to the next preceding paragraph (A), in the case of any series of
Securities as to which the exact amount (including the currency of payment) of
principal of and interest due can be determined at
the time of making the deposit referred to in subparagraph (a) below,
the Issuer shall be deemed to
have paid and discharged the entire indebtedness on all the Securities of
such series and the Coupons appertaining thereto
on the 91st day after the date of such deposit,
and the provisions of this Indenture with
respect to the Securities of such series and Coupons appertaining
thereto shall no
longer be in effect (except as to (i) rights of registration of transfer
and exchange of Securities of such series and of Coupons appertaining
thereto and the Issuer's right of optional redemption, if any,
(ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons,
(iii) the
rights of Holders of Securities of such series
and Coupons appertaining thereto
to receive
payments of principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration), and remaining rights
of such Holders to receive mandatory sinking fund or analogous payments, if
any,
solely from the trust fund referred to in subparagraph (a) below,
(iv) the rights, obligations, duties and immunities of the Trustee
hereunder, (v) the rights of Holders of Securities of
such series and Coupons appertaining thereto
as beneficiaries hereof with respect to the
property so deposited with the Trustee and payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2), and the Trustee, at
the cost and
expense of the Issuer, shall, at the Issuer's request, execute proper
instruments acknowledging the same, if:

       (a)  the Issuer
     shall have irrevocably deposited or caused to be irrevocably deposited
     with the Trustee
     as a trust fund
     specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities of such
     series and Coupons appertaining thereto (i) cash in an
     amount, or (ii)
     Government Obligations, maturing as to
     principal and interest at such times and in such amounts as
     will insure the availability of cash, or (iii) a combination
     thereof, sufficient in the opinion of a nationally
     recognized firm of independent public accountants expressed
     in a written certification thereof delivered to the Trustee,
     to pay (A) the principal and interest on all Securities of
     such series and Coupons appertaining thereto on each date
     that such principal or interest is due and payable and (B) any
     mandatory sinking fund or analogous payments on the dates on which such
     payments are due and payable in accordance with the terms of
     this Indenture and the Securities of such series;

       (b)  no Event of Default or event which, with notice or
     lapse of time or both, 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 or, insofar as
     clauses (e) and (f) of Section 5.1 are concerned, at any time during
     the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period);

       (c)  such deposit shall not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement
     or instrument to which the Issuer is a party
     or by which it is bound;

       (d)  such deposit shall not cause any Securities of such
     series then listed on any national securities exchange registered
     under the Securities Exchange Act of 1934, as amended, to be delisted;

       (e)  the Issuer shall have delivered to the Trustee an
     Opinion of
     Counsel to the effect that
     (i) if such deposits shall include Government Obligations in respect
     of any government other than the United States of America,
     such deposit shall not result in the Issuer, the
     Trustee or such trust
     constituting an
     "investment company" under the Investment Company
     Act of 1940, as amended, and (ii)
     (x) the Issuer has received from, or there has been published
     by, the Internal Revenue Service a ruling or (y) since the date
     of this Indenture, there has been a change in the applicable Federal
     income tax law, in either case to the effect that, and
     such opinion shall confirm that, the
     Holders of the Securities of such series then Outstanding and Coupons
     appertaining thereto will not recognize income, gain or loss
     for Federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to Federal
     income tax on the same amounts, in the same manner and at
     the same times as would have been the case if such deposit,
     defeasance and discharge had not occurred; and

       (f)  the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all
     conditions precedent herein provided for relating to the defeasance
     contemplated by this paragraph have been complied with.

       (C)  The Issuer
shall be released from its obligations under Sections 3.5, 3.6 and 3.7
and Article Nine with respect to the Securities of a particular
series and any Coupons
appertaining thereto Outstanding on and
after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance").
Covenant defeasance means that, with respect to the Outstanding Securities
of such series,
the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or
limitation set forth in Sections 3.5, 3.6 and 3.7 and Article Nine,
whether directly or
indirectly by reason of any reference elsewhere herein to any such
Section or Article by reason of any reference in such Section or Article
to any
other provision herein or by reason of any reference to any such Section or
Article
in any other document, and such omission
to comply shall not constitute an Event of Default under Section
5.1 with respect to the Outstanding Securities of such series,
but the remainder of this Indenture and other
Outstanding Securities and Coupons shall
be unaffected thereby.  The following shall be the conditions to
application of this paragraph (C):

       (a)  the Issuer shall have irrevocably deposited or
     caused to be irrevocably deposited with the Trustee as a trust fund
     specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities of such
     series and Coupons appertaining thereto,
     (i) cash in an amount, or (ii) Government
     Obligations, maturing as to principal and interest at such
     times and in such amounts as will insure the availability of
     cash, or (iii) a combination thereof, sufficient in the
     opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof
     delivered to the Trustee, to pay (A)
     the principal and interest on all
     Securities of such series and Coupons appertaining thereto
     on each date that such principal or interest is due and payable
     and (B) any mandatory sinking fund or analogous payments on the dates on
which
     such payments are due and payable in accordance with the terms
     of this Indenture and the Securities of such series;

       (b)  no Event of Default or event which, with notice or
     lapse of time or both, 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 or, insofar as
     clauses (e) and (f) of Section 5.1 are concerned, at any time during
     the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period);

       (c)  such covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this
     Indenture or any other agreement or instrument to which the
     Issuer is a party or by which it is bound;

       (d)  such covenant defeasance shall not cause any
     Securities of such series then listed on any
     national securities exchange registered under the Secuities Exchange
     Act of 1934, as amended, to be delisted;

       (e)  the Issuer shall have delivered to the Trustee an
     Opinion of Counsel to the effect
     that (i) if such deposits shall include Government Obligations
     in respect of any government other than the United States of
     America,
     such deposit shall not result in the Issuer, the Trustee
     or such trust constituting an "investment
     company" under the Investment Company Act of 1940, as amended,
     and (ii)
     the Holders of the Securities
     of such series then Outstanding and Coupons appertaining thereto
     will not recognize income, gain or loss for Federal income
     tax purposes as a result of such covenant defeasance and will
     be subject to Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case
     if such covenant defeasance had not occurred; and

       (f)  the Issuer shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating
     that all conditions precedent herein provided for relating to
     such covenant defeasance have been
     complied with.

       SECTION 10.2  Application by Trustee of Funds
Deposited for Payment of Securities.  Subject to Section 10.4,
all moneys deposited with the Trustee (or other trustee) pursuant
to Section 10.1 in respect of the Outstanding Securities of a particular
series and the Coupons appertaining thereto
shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including
the Issuer acting as its own paying agent), to the Holders of such
Securities and Coupons
of all sums due and to become
due thereon for principal and interest; but such money need not
be segregated from other funds except to the extent required by
law.

       SECTION 10.3  Repayment of Moneys Held by Paying Agent.
In connection with the satisfaction and discharge of this
Indenture with respect to the Securities of any series, all moneys
then held by any paying agent under the provisions of this
Indenture with respect to such series of Securities shall, upon
demand of the Issuer, 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 10.4  Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years.
Any moneys
deposited with or paid to the Trustee or any paying agent
for the payment of the principal of or interest on any
Security of any series or Coupons appertaining thereto
and not applied but remaining unclaimed for two
years after the date upon which such principal or
interest shall have become due and payable, shall, upon
the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law, be repaid to the
Issuer by the Trustee or such paying agent,
and the Holder of the Securities of such series and of any Coupons
appertaining thereto shall, unless otherwise
required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look
only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such
paying agent, before being required to make any such repayment with respect to
moneys deposited with it for any payment
(a) in respect of Registered Securities of any series, shall at the expense
of the Issuer, mail by first-class mail to Holders of such Securities
at their addresses as they shall appear on the Security Register for the
Securities of such series,
and (b)
in respect of Unregistered
Securities of any series, shall at the expense of the Issuer cause to be
published once, in an Authorized Newspaper in the Borough of Manhattan, The
City of New York,
notice that such moneys remain and that, after a date specified therein,
which shall not be less than 30 days from the date of such
mailing or publication,
any unclaimed balance of such moneys then remaining will be repaid to the
Issuer.

       SECTION 10.5  Indemnity for Government
Obligations.  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 10.1 or the principal or interest
received in respect of such Government
Obligations, other than any such tax, fee or
other charge which by law is for the account of the Holders of the
Securities and Coupons for whose benefit such Government Obligations are
held.


ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

                 SECTION 11.1  Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability.
No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any
Security or Coupon, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such, or
against any past, present or future stockholder, officer
or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor,
under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the
acceptance of the Securities and the Coupons appertaining thereto
by the Holders thereof and
as part of the consideration for the issue of the
Securities and the Coupons appertaining thereto.

       SECTION 11.2  Provisions of Indenture for the
Sole Benefit of Parties and Holders of Securities and Coupons.  Nothing in
this Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or
implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and their
successors
and the Holders of the Securities or Coupons, if any, any legal
or equitable right, remedy or claim
under this Indenture or under any covenant or
provision herein contained, all
such covenants and provisions being for the sole
benefit of the parties hereto
and their successors
and of the Holders of the Securities or Coupons, if any.

       SECTION 11.3  Successors and Assigns of Issuer
Bound by Indenture.  All the covenants,
stipulations, promises and agreements in this Indenture contained by or
on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

       SECTION 11.4  Notices and Demands on Issuer, Trustee
and Holders of Securities and Coupons.  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 any Holder of Securities
of any series or Coupons appertaining thereto
or upon the Issuer may be given or served by
being deposited postage prepaid in the United States mail, first-class
mail (except as otherwise specifically provided herein),
addressed (until another address of the Issuer is filed
by the Issuer with the Trustee) to Premark International, Inc.,
1717 Deerfield Road, Deerfield, Illinois 60015,
Attention:  Corporate Secretary.
Any
notice, direction, request or demand by the Issuer
or any Holder of Securities of any series or Coupons appertaining thereto
to or upon the Trustee shall be deemed to have been sufficiently given
or served by being deposited postage prepaid in the United States mail,
first-class mail (except as otherwise specifically provided herein),
addressed (until another address of the Trustee is filed
by the Trustee with the Issuer) to The First National Bank of Chicago,
One First National Plaza, Suite 0126, Chicago, Illinois 60602,
Attention: The Corporate Trust Division.  Any notice required or
permitted to be given
or served by the Issuer or by the Trustee to or upon (i) any Holders of
Registered Securities of any series or any Holders of Unregistered
Securities who have filed their names and addresses with the Trustee pursuant
to Section 4.4(c)(ii), may be given or served by being deposited in the
United States mail, first-class mail (except as otherwise specifically
provided herein), addressed
at their addresses as they shall appear on the Security
Register or at the addresses so filed, respectively, and (ii) any Holders
of other Unregistered Securities, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York.

       In any case where notice to the
Holders of Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of
such notice with respect to other Holders.  Where this
Indenture provides for notice in any manner, such notice
may be waived in writing by the person entitled to
receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance
upon such waiver.

       In case, by reason of the suspension of or
irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer
when such
notice is required to be given pursuant to any provision
of this Indenture, then any manner of giving such notice
as shall be reasonably
satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.

       SECTION 11.5  Officers' Certificates and Opinions of
Counsel; Statements to Be Contained Therein.
Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions
of this Indenture, the Issuer shall furnish to the
Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture
relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been
complied with, except that in the case of any such
application or demand as to which the furnishing of
such documents is specifically required by any provision of
this Indenture relating to such particular application
or demand, no additional certificate or opinion need be
furnished.

       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 (a) a statement that the
person making such certificate or opinion has read such
covenant or condition, (b) 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,
(c) 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 (d) a statement
as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

       Any certificate, statement or opinion of an
officer of the Issuer may be based, insofar as
it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such
officer knows that the certificate or opinion or
representations with respect to the matters upon
which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are
erroneous.  Any certificate, statement or opinion of
counsel may be based, insofar as it relates to
factual matters, information with respect to which is
in the possession of the Issuer, upon the certificate,
statement or opinion of or representations by an
officer or officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or
representations with respect to the matters upon which
his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

       Any certificate, statement or opinion of an
officer of the Issuer or of counsel may be based,
insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an
accountant or firm of accountants in the employ of
the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion
or representations with respect to the accounting
matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that
the same are erroneous.

       Any certificate or opinion of any independent
firm of public accountants filed with and directed to the Trustee
shall contain a statement that such firm is independent.

       SECTION 11.6  Payments Due on Saturdays, Sundays and
Holidays.  If the date of maturity of interest
on or principal of the Securities of any series
or any Coupons appertaining thereto
or the date
fixed for redemption or repayment of any such Security or Coupon
shall not be a
Business Day, then payment of interest or principal need
not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect
as if made on the date of maturity or the date fixed for
redemption or repayment, and no interest shall accrue for the period
after such date.

       SECTION 11.7  Conflict of Any Provision of Indenture
with Trust Indenture Act of 1939.  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 herein
by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such required provision shall
control.

       SECTION 11.8  New York Law to Govern.  This
Indenture and each Security and Coupon
shall be deemed to be a
contract under the laws of the State of New York, and for
all purposes shall be construed in accordance with the
laws of such State, except as may otherwise be
required by
mandatory provisions of law.

       SECTION 11.9  Counterparts.  This Indenture may
be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall
together constitute but one and the same instrument.

       SECTION 11.10  Effect of Headings.  The Article
and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction
hereof.

       SECTION 11.11  Securities in a Foreign Currency or in ECU.
Unless otherwise specified in a Board Resolution, a supplemental indenture
or an Officers' Certificate delivered pursuant to
Section 2.3 with respect to a particular series of
Securities, 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 one or more series
at the time Outstanding and, at such time, there
are Outstanding Securities of any series which are denominated in a
Foreign
Currency (including ECUs), then the
principal amount of Securities of such series which shall be deemed to be
Outstanding for the purpose of taking such action shall be the amount of
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 Dollar buying rate in New York City for cable transfers
of such Foreign Currency as published by the Federal
Reserve Bank of New York; provided, however, that 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 Foreign Currency or ECUs, 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 Foreign 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.
The provisions of this paragraph shall also apply in
connection with any other action taken by the Holders of Securities pursuant
to the terms of this Indenture, including without limitation
Section 5.1.

       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 Issuer and all Holders.

       SECTION 11.12  Judgment Currency.  The Issuer
agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment
in any court it is necessary to convert the sum due in respect of
the principal of or interest on the Securities
of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of
exchange used shall be the rate at which, in accordance with normal
banking procedures, the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York
Banking Day, in which case, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which, in accordance with
normal banking procedures, the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the
New York Banking Day next preceding the
day on which final unappealable judgment is entered
and (b) its obligations under this Indenture and the Securities of such
series to make payments in
the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with clause (a)), in any currency
other than the Required Currency, except to the extent that such
tender or recovery shall result in the effective receipt by the
payee of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as
an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which
such effective receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not
be affected by judgment being obtained for any other sums due under
this Indenture.  For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The
City of New York are authorized or required by law or executive
order to close.


ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

                      SECTION 12.1  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 2.3 for Securities of any
series.

       SECTION 12.2  Notice of Redemption; Partial
Redemptions.  Notice of redemption to the Holders of Registered
Securities of any series to be redeemed as a whole or in part
shall
be given by mailing notice of such redemption by first
class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption,
to such Holders at their last addresses
as they shall appear upon the registry books for such Securities.
Notice of redemption to the Holders of Unregistered Securities of any
series to
be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), shall be
given by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of
any such notice given by the Issuer, the Trustee shall make such
information available to the Issuer for such purpose).  Notice of
redemption to all other Holders of Unregistered Securities
of any series shall be published in an Authorized Newspaper
in the Borough of
Manhattan, The City of New York,
in each case once in each of three successive
calendar weeks, the first publication to be not less than 30
days nor more than 60 days prior to the date fixed for redemption.
Any notice
which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether
or not the Holder receives the notice.  Failure to give
notice by mail, or any defect in the notice to the Holder
of any Security of any 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.

       The notice of redemption to each such Holder shall specify
the principal amount of each Security of such series held by such Holder
to be redeemed, the date fixed for redemption, the
redemption price, the place or places of payment, that
payment will be made upon presentation and
surrender of such Securities and, in the case of Securities with
Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption,
that such redemption
is pursuant to the mandatory or optional sinking or other analogous fund,
or both, if such be the case, that interest
accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date
interest thereon or on the portions thereof to be redeemed
will cease to accrue.  In
case any Security 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 such series in authorized
denominations for an aggregate principal amount
equal to the unredeemed portion thereof will be issued.

       The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or,
at the Issuer's request, by the Trustee in the name and at
the expense of the Issuer.

        On or before the redemption
date specified in the notice of redemption given as
provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the
Issuer is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 3.4)
an amount of money sufficient to redeem on the redemption
date all the Securities of any series so called for redemption
at the applicable
redemption price, together with accrued interest to the
date fixed for redemption.
The Issuer will deliver to the Trustee at least 70 days
prior to the date fixed for redemption an Officers'
Certificate stating the aggregate principal amount of
Securities of each series to be redeemed.
In case of a redemption at the option of the Issuer prior to
the expiration of any restriction on such redemption, the Issuer
shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officers'
Certificate stating that such restriction has been complied with.

       If less than all the Securities of any series are to be redeemed,
the Trustee shall select, in such manner as it shall deem
appropriate and fair, Securities of such Series to be redeemed in whole
or in part.  Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities
of such series or any multiple thereof.  The
Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected
for redemption and, in the case of any Securities of such series selected
for partial redemption, the principal amount thereof to be
redeemed.  For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of
any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which
has been or is to be redeemed.

       SECTION 12.3  Payment of Securities Called for
Redemption.  If notice of redemption has been given
as provided in Section 12.2, the Securities or portions of Securities
specified in such notice shall become due and payable on
the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued
to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of
such Securities at the applicable redemption price, together with
interest accrued to said date) interest on the Securities
or portions of Securities so called for redemption shall
cease to accrue, the unmatured Coupons, if any, appertaining
thereto shall be void
and, except as provided in Sections 6.5
and 10.4, such Securities shall cease from
and after the date fixed for redemption
to be entitled to
any benefit or security under this Indenture, and the
Holders thereof shall have no right in respect of such
Securities except the right to receive the applicable redemption
price thereof and unpaid interest to the date fixed for
redemption.  On presentation and surrender of such
Securities at a place of payment specified in said
notice, together with all Coupons, if any, appertaining thereto
maturing after the date fixed for redemption,
such Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; provided
that payment of interest
becoming due on or prior to
the date fixed for redemption shall be
payable, in the case of Securities with Coupons attached thereto,
to the Holders of the Coupons for such interest upon surrender
thereof or, in the case of Registered Securities,
to the Holders of such Registered Securities registered as
such on the relevant Record Date, subject to the terms
and provisions of Sections 2.3 and 2.7.

       If any Security called for redemption
shall not be so paid upon surrender thereof
for redemption, the principal shall, until
paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to
Maturity (in the case of an Original Issue Discount Security)
borne by such Security.

       If any Security with Coupons attached thereto is
surrendered for redemption and is not accompanied by all
appurtenant Coupons maturing after the date fixed for redemption,
the surrender of such missing Coupon or Coupons may be waived by
the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them
harmless.

       Upon presentation of any Security redeemed in
part only, the Issuer shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Issuer, 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 12.4  Exclusion of Certain Securities
from Eligibility for Selection for Redemption.  Securities
shall be excluded from eligibility for selection for redemption
if they are identified by registration
and certificate number in an Officers' Certificate
delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be
given as being owned of record and beneficially
by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such Officers'
Certificate as directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer.

       SECTION 12.5  Mandatory and Optional Sinking Funds.  The
minimum amount of any sinking fund payment provided for by the
terms of the 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 the Securities of any series
is herein referred to as an "optional sinking fund payment".
The date on which
a sinking fund payment is to be made is herein referred
to as the "sinking fund payment date".

       In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities
in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased
or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for
Securities of such series (not previously so credited) theretofore purchased
or otherwise acquired (except as aforesaid) by the Issuer
and delivered to the
Trustee for cancellation pursuant to Section 2.10, (b) receive credit
for optional sinking fund payments (not previously so
credited) made pursuant to this Section or (c) receive
credit for Securities of such series (not previously so credited) redeemed
by the Issuer through any optional redemption provision
contained in the terms of such series.
Securities so delivered or credited shall
be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

       On or before the 60th day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the
Trustee an Officers' Certificate (which need not contain the
statements required by Section 11.5)
(a) specifying the portion of the
mandatory sinking fund payment due on such date to be satisfied by payment
of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit,
(b) stating that none of the Securities
of such series to be so credited has
theretofore been so credited, (c) stating that no defaults
in the payment of interest or Events of Default with respect to
such series have occurred
(which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to
exercise its right to make an optional sinking fund payment
on such date with respect to such series
and, if so, specifying the amount of such optional sinking
fund payment which the Issuer intends to pay on or before
the next succeeding sinking fund payment date.  Any Securities of such
series to be so credited and required to be delivered to the Trustee in
order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the
Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officers' Certificate
(or reasonably promptly
thereafter if acceptable to the Trustee).  Such Officers' Certificate
shall be
irrevocable, and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or other
deliveries therein
referred to, if any, on or before the next succeeding sinking fund payment
date.
Failure of the Issuer, on or before any such 60th day, to deliver such
Officers' Certificate
and Securities specified in this paragraph,
if any, shall not constitute a default but
shall constitute, on and as of such 60th day, the irrevocable election of the
Issuer that (i) the mandatory sinking fund payment for such
series due on the next succeeding sinking
fund payment date shall be paid entirely in cash without the option to deliver
or credit Securities of such series in respect thereof and (ii)
the Issuer will make no optional sinking fund payment with
respect to such series on such date as provided in this Section.

       If the sinking fund payment or payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking
fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall
exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU), or
any lesser sum in Dollars (or the equivalent thereof
in any Foreign Currency or ECU)
if the Issuer shall so
request with respect to the Securities of any particular series,
such cash shall be applied on the next succeeding sinking fund
payment date to the redemption of Securities of such series
at the applicable sinking fund redemption price, together with
accrued interest to the date fixed for redemption.  If such amount shall be
$50,000
(or the equivalent thereof in any Foreign Currency or ECU)
or less and the Issuer makes no such request, then such amount shall be
carried over
until
a sum in excess of $50,000
(or the equivalent thereof in any Foreign Currency or ECU)
is available.  The Trustee shall select, in the
manner provided in Section 12.2, 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
shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof)
so selected.  Securities shall be excluded from eligibility for redemption
under this Section if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee
at least 40 days prior to the
sinking
fund payment date as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such Officers' Certificate
as directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer.  The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request
the Trustee in writing), shall cause notice of redemption of the
Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect
provided
in Section 12.3) for the redemption of Securities of such series
in part at the option of the
Issuer.  The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series
shall be added to the next cash sinking fund
payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section.  Any and all sinking fund moneys held on the
stated maturity date of the Securities of a particular series
(or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series, shall be applied, together with
other moneys, if necessary, sufficient
for the purpose, to the payment of the principal of and interest on the
Securities of such series at maturity.

       Unless otherwise provided for, on or before each sinking fund
payment date, the Issuer shall pay to the Trustee in cash
or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to
be redeemed on such sinking fund payment
date.

       The Trustee shall not redeem or cause to be redeemed
Securities of any series with sinking fund moneys or give any
notice of redemption of Securities of such series by operation of the
sinking fund for such series
during the continuance of a default in the payment
of interest on the Securities of such series or of any Event of Default
with respect to such series except that, if
notice of redemption of any Securities of such series
shall theretofore have been given, the
Trustee shall redeem or cause to be redeemed such Securities,
provided that the Trustee or one or more paying agents
shall have received from the Issuer a sum sufficient for such redemption.
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
deemed to have been collected under Article Five and held for the payment of
all Securities of such series.  In case such Event of Default shall
have been waived as provided
in Section 5.10 or the default cured on or before the 60th day preceding
any sinking fund payment date, such moneys shall thereafter be applied
on such sinking fund payment date in accordance with this
Section to the redemption of Securities of such series.


       IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested,
all as of September 15, 1990.


                       PREMARK INTERNATIONAL, INC.


                       By  /s/ David S. Simon
                           ~~~~~~~~~~~~~~~~~~
                           Title: Vice President,
                               Treasury & Information
                               Systems

[CORPORATE SEAL]

Attest:


By /s/ Thomas R. Roehlk
   ~~~~~~~~~~~~~~~~~~~~
    Title: Assistant Secretary


                       THE FIRST NATIONAL BANK
                         OF CHICAGO, AS TRUSTEE


                       By /s/ Larry Dillard
                          ~~~~~~~~~~~~~~~~~
                           Title: Assistant Vice
                               President

[CORPORATE SEAL]

Attest:


By /s/ Barbara G. Grosse
   ~~~~~~~~~~~~~~~~~~~~~
    Trust Officer
STATE OF ILLINOIS  )
             )  ss.:
COUNTY OF LAKE     )


       On this 27th day of September, 1990 before me personally
came David S. Simon, to me personally known, who, being by me
duly sworn, did depose and say that he resides at Deerfield, Illinois,
that he is a Vice President, Treasury & Information Systems
of Premark International, Inc.,
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 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.


[NOTARIAL SEAL]

                         /s/ Peter J. Daane
                         ~~~~~~~~~~~~~~~~~~
                            Notary Public
                            State of Illinois
                            My Commission Expires
                            Feb. 7, 1994
STATE OF ILLINOIS     )
                )  ss.:
COUNTY OF COOK        )


       On this 27th day of September, 1990 before me personally
came Larry Dillard, to me personally known, who, being by me
duly sworn, did depose and say that he resides at Glenwood, IL
that he is a Assistant Vice President of The First National Bank of Chicago,
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 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.


[NOTARIAL SEAL]


                       /s/ Eydie A. Wrobel
                       ~~~~~~~~~~~~~~~~~~~
                         Notary Public
                         State of Illinois
                         My Commission Expires 9/29/92