EXHIBIT
4.A








EL
PASO NATURAL GAS COMPANY,




Issuer




and













CITIBANK,
N.A.,





Trustee






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








INDENTURE











Dated
as of January 1, 1992






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








DEBT
SECURITIES












































EL PASO NATURAL GAS
COMPANY


CROSS REFERENCE
SHEET





This
Cross Reference Sheet shows the location in this Indenture of the provisions inserted
pursuant to Section 310-318 (a), inculsive of the Trust Indenture Acto of
1939, as amended. This Cross Reference Sheet shall not, for any purpose, be
deemed to be a part of this Indenture.




Trust
      IndentureAct
            Section
            Indenture
      SectionSection
      310
            (a) (1),
      (2)
              (a) (3),
      (4)
              (a)
      (5)
              (b)
              (c)
            6.09
              Not
      Applicable
              6.09
              6.08,
      6.10
              Not
      ApplicableSection
      311
            (a),
      (b)
              (c)
            6.13
              Not
      ApplicableSection
      312
            (a)
              (b)
              (c)
            7.01, 7.02
      (a)
              7.02
      (b)
              7.02
      (c)Section
      313
            (a) (1) - (4), (6)
      - (8)
              (a)
(5)
              (b)
(1)
              (b)
(2)
              (c),
      (d)
            7.03
      (a)
              Not Applicable

                Not
      Applicable
                7.03
      (b)
                7.03Section
      314
            (a)7.04
              (b)
              (c) (1),
      (2)
              (c)
      (3)
              (d)
              (e)
              (f)
            7.04
              Not
      Applicable
              1.03
              Not
      Applicable
              Not
      Applicable
              1.03
              Not
      ApplicableSection
      315
            (a)
              (b)
              (c)
              (d)
              (d)(1)
              (d)(2)
              (d)(3)
              (e)
            6.01
      (a)
              6.02
              6.01
      (b)
              6.01
      (c)
              6.01
      (a)
              6.01 (c)
      (2)
              6.01 (c)
      (3)
              5.14Section
      316
            (a)
              (a)(1)(A)
              (a)(1)(B)
              (a)
      (2)
              (b)
            1.01
              5.12
              5.13
              Not
      Applicable
              5.08Section
      317
            (a)
(1)
              (a)
      (2)
              (b)
            5.03
              5.04
              10.03Section
      318
            (a)
            1.08





ARTICLE
      ONE DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION
              1SECTION
      1.01.
              Definitions
              1SECTION
      1.02.
              Incorporation
      by Reference of Trust Indenture Act
              6SECTION
      1.03.
              Compliance
      Certificates and Opinions
              6SECTION
      1.04.
              Form of
      Documents Delivered to Trustee
              7SECTION
      1.05.
              Acts of
      Holders
              7SECTION
      1.06.
              Notices,
      Etc., to Trustee and Company
              8SECTION
      1.07.
              Notices to
      Holders; Waiver
              9SECTION
      1.08.
              Conflict with
      Trust Indenture Act
              9SECTION
      1.09.
              Effect of
      Headings and Table of Contents
              9SECTION
      1.10.
              Successors
      and Assigns
              9SECTION
      1.11.
              Separability
      Clause
              10SECTION
      1.12.
              Benefits of
      Indenture
              10SECTION
      1.13.
              Governing
      Law
              10SECTION
      1.14.
              Legal
      Holidays
              10ARTICLE
      TWO FORM OF
      SECURITIES
              10SECTION
      2.01.
              Forms
      Generally
              10SECTION
      2.02.
              Form of
      Trustee's Certificate of Authentication
              11ARTICLE
      THREE THE
      SECURITIES
              11SECTION
      3.01.
              Title and
      Terms
              11SECTION
      3.02.
              Denominations
              13SECTION
      3.03.
              Execution,
      Authentication, Delivery and Dating
              14SECTION
      3.04.
              Temporary
      Securities
              15SECTION
      3.05.
              Registration,
      Registration of Transfer and Exchange
              15SECTION
      3.06.
              Mutilated,
      Destroyed, Lost and Stolen Securities
              16SECTION
      3.07.
              Payment of
      Interest; Interest Rights Preserved
              17SECTION
      3.08.
              Persons
      Deemed Owners
              18SECTION
      3.09.
              Cancellation
              18SECTION
      3.10.
              Computation
      of Interest
              19ARTICLE
      FOUR SATISFACTION
      AND DISCHARGE: UNCLAIMED MONEYS
              19SECTION
      4.01.
              Satisfaction
      and Discharge of Indenture
              19SECTION
      4.02.
              Deposited
      Moneys to Be Held in Trust by Trustee
              21SECTION
      4.03.
              Paying Agent
      to Repay Moneys Held
              21SECTION
      4.04.
              Return of
      Unclaimed Moneys
              21SECTION
      4.05.
              Reinstatement
              22ARTICLE
      FIVEREMEDIES
              22SECTION
      5.01.
              Events of
      Default
              22SECTION
      5.02.
              Acceleration
      of Maturity; Rescission and Annulment
              23SECTION
      5.03.
              Collection of
      Indebtedness and Suits for Enforcement by Trustee
              25SECTION
      5.04.
              Trustee May
      File Proofs of Claim
              25SECTION
      5.05.
              Trustee May
      Enforce Claims Without  Possesion of Securities
              26SECTION
      5.06.
              Application
      of Money Collected
              26SECTION
      5.07.
              Limitation of
      Suits
              27SECTION
      5.08.
              Unconditional
      Right of Holders to Receive Principal and Interest
              27SECTION
      5.09.
              Restoration
      of Rights and Remedies
              28SECTION
      5.10.
              Rights and
      Remedies Cumulative
              28SECTION
      5.11.
              Delay or
      Omission Not Waiver
              28SECTION
      5.12.
              Control by
      Holders
              28SECTION
      5.13.
              Waiver of
      Past Defaults
              29SECTION
      5.14.
              Undertaking
      for Costs
              29SECTION
      5.15.
              Waiver of
      Stay or Extension Laws
              29ARTICLE
      SIX THE
      TRUSTEE
              30SECTION
      6.01.
              Certain
      Duties and Responsibilities
              30SECTION
      6.02.
              Notice of
      Defaults
              31SECTION
      6.03.
              Certain
      Rights of Trustee
              31SECTION
      6.04.
              Not
      Responsible for Recitals or Issuance of Securities
              32SECTION
      6.05.
              May Hold
      Securities
              32SECTION
      6.06.
              Money Held in
      Trust
              32SECTION
      6.07.
              Compensation
      and Reimbursement
              32SECTION
      6.08.
              Disqualification;
      Conflicting Interests
              33SECTION
      6.09.
              Corporate
      Trustee Required; Eligibility
              33SECTION
      6.10.
              Resignation
      and Removal; Appointment of Successor
              34SECTION
      6.11.
              Acceptance
      and Appointment by Successor
              35SECTION
      6.12.
              Merger,
      Conversion, Consolidation or Succession to Business
              36SECTION
      6.13.
              Preferential
      Collection of Claims Against Company
              36ARTICLE
      SEVENHOLDERS'
      LISTS AND REPORTS BY TRUSTEE AND COMPANY
              36SECTION
      7.01.
              Company to
      Furnish Trustee Names and  Addresses of Holders
              36SECTION
      7.02.
              Preservation
      of Information; Communication to Holders
              37SECTION
      7.03.
              Reports by
      Trustee
              37SECTION
      7.04.
              Reports by
      Company
              38ARTICLE
      EIGHT CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR  LEASE
              38SECTION
      8.01.
              Company May
      Consolidate, Etc., Only on Certain Terms
              38SECTION
      8.02.
              Successor
      Corporation Substituted
              39ARTICLE
      NINE SUPPLEMENTAL
      INDENTURES
              39SECTION
      9.01.
              Supplemental
      Indentures Without Consent of Holders
              39SECTION
      9.02.
              Supplemental
      Indentures With Consent of Holders
              40SECTION
      9.03.
              Execution of
      Supplemental Indentures
              41SECTION
      9.04.
              Effect of
      Supplemental Indentures
              41SECTION
      9.05.
              Conformity
      With Trust Indenture Act
              41SECTION
      9.06.
              Reference in
      Securities to Supplemental Indentures
              41ARTICLE
      TENCOVENANTS
              42SECTION
      10.01.
              Payment of
      Principal and Interest
              42SECTION
      10.02.
              Maintenance
      of Office or Agency
              42SECTION
      10.03.
              Money for
      Security Payments to be Held in Trust
              42SECTION
      10.04.
              Limitation on
      Liens and Sale Leasebacks
              43SECTION
      10.05.
              Dividends on
      and Acquisitions of Stock
              45SECTION
      10.06.
              Waiver of
      Certain Covenants
              46ARTICLE
      ELEVEN REDEMPTION
      OF SECURITIES
              46SECTION
      11.01.
              Applicability
      of Article
              46SECTION
      11.02.
              Election to
      Redeem; Notice to Trustee
              47SECTION
      11.03.
              Selection by
      Trustee of Securities to Be Redeemed
              47SECTION
      11.04.
              Notice of
      Redemption
              47SECTION
      11.05.
              Deposit of
      Redemption Price
              48SECTION
      11.06.
              Securities
      Payable on Redemption Date
              48SECTION
      11.07.
              Securities
      Redeemed in Part
              48ARTICLE
      TWELVE SINKING
      FUNDS
              49SECTION
      12.01.
              Applicability
      of Article
              49SECTION
      12.02.
              Satisfaction
      of Sinking Fund Payments With Securities
              49SECTION
      12.03.
              Redemption of
      Securities for Sinking Fund
              49











INDENTURE





INDENTURE,
dated as of January 1, 1992, between EL PASO NATURAL GAS COMPANY, a Delaware
corporation (herein called the "Company") with its principal


office at One Paul
Kayser Center, 304 Texas Avenue, El Paso, Texas 79901, and CITIBANK, N.A., a
national banking association duly incorporated and existing under the laws of
the United States of America, as Trustee (herein called the "Trustee").





RECITALS OF THE
COMPANY





The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the "Securities") to be
issued in one or more series as provided in this Indenture.





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





NOW, THEREFORE, THIS
INDENTURE WITNESSETH:





That
in order to declare the terms and conditions upon which the Securities are
made, executed, authenticated, issued and delivered, the Company and the Trustee
covenant and agree with each other, for the equal and proportionate
benefit of all Holders (as defined below) of the securities or of any series thereof,
as follows:








ARTICLE ONE -
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





SECTION 1.01.
DEFINITIONS





For
all purposes of this Indenture and any indenture supplemental hereto, except as
otherwise expressly provided or unless the context otherwise requires:





(1)
the terms defined in this Article One have the meanings assigned to them in this
Article One and include the plural as well as the singular;





(2)
all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted at the date of this
Indenture; and











(3)
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. Certain terms, used principally in Article Six, are
defined in Section 1.02.





"Act"
when used with respect to any Holder has the meaning specified in Section
1.05.





"Affiliate"
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.





"Authorized
Newspaper" means a newspaper of general circulation in the New York, New York
area, printed in the English language and customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays.
Whenever successive weekly publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise expressly provided herein) on the same
or different days of the week and in the same or in different
Authorized Newspapers.





"Board
of Directors" means either the board of directors of the Company or any duly
authorized committee of that board.





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





"Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order 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 of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.





"Company"
means the Person named as the "Company" in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.





"Company
Request" or "Company Order" means a written request or order signed in the name
of the Company by its Chairman of the Board, its President, a Vice Chairman or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.








-2-














"Corporate
Trust Office" means the principal office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which
office is, at the date as of which this Indenture is dated, located at 120 Wall
Street, New York, New York 10043 except that, with respect to presentation of
Securities for payment or registration of transfer and exchange and the
location of the Securities Registrar, such term means the office or agency of
the Trustee in said city at which, at any particular time, its corporate
agency business shall be conducted, which is, at the date as of which this
Indenture is dated, located at 111 Wall Street, New York, New York 10043.





"Corporation"
includes corporations, associations, companies and business
trusts.





"Debt"
means indebtedness for money borrowed.





"Defaulted
Interest" has the meaning specified in section 3.07.





"Event
of Default" has the meaning specified in Section 5.01.





"Funded
Debt" means all Debt maturing one year or more from the date of the creation
thereof, all Debt directly or indirectly renewable or extendible, at the option of
the debtor, by its terms or by the terms of any instrument or agreement relating
thereto, to a date one year or more from the date of the creation thereof,
and all Debt under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or more.





"Holder"
means a Person in whose name a Security is registered in the Securities
Register.





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





"Interest
Payment Date" means the Stated Maturity of an installment of interest on the
Securities.





"Maturity,"
when used with respect to one of the Securities, means the date on which the
principal of such Security becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration or
otherwise.





"Mortgage"
means and includes any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.





"Officers'
Certificate" means a certificate signed by the Chairman of the Board, the
President, a Vice Chairman or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee, which shall to the extent applicable contain the
statements required by Section 1.03.




















"Opinion
of Counsel" means a written opinion of counsel, who may be counsel for the
Company, and who shall be acceptable to the Trustee, which shall to the extent
applicable contain the statements required by Section 1.03.





"Outstanding,"
when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under
this Indenture, except:





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





(ii)
Securities, or portions thereof, for whose payment money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; and





(iii)
Securities in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture; provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver,
only Securities which the Trustee knows to be 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 Company or any other obligor upon the Securities or any A ffiliate of the
Company or of such other obligor.





"Paying
Agent" means any Person authorized by the Company to pay the principal of or
interest on any Securities on behalf of the Company.





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





"Predecessor
Security" of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.





"Principal
Property" means (i) any pipeline assets of the Company or any Subsidiary,
including any related facilities employed in the transportation, distribution or
marketing of natural gas, and
(ii) any processing plant owned or leased by the Company or anySubsidiary and
located within the United States of America or any state thereofor the Dominion of
Canada or any province or territory thereof, except any suchassets or plant
which in the opinion of the Board of Directors are not Principal Properties in
relation to the activities of the Company and its Subsidiaries as a
whole.












"Record
Date" for the interest payable on any Interest Payment Date means the date
specified pursuant to Section 3.01.





"Redemption
Date," when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.





"Redemption
Price," when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed by or pursuant to this Indenture.





"Responsible
Officer," when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of
the executive committee of the board of directors, the chairman of the trust
committee, the president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier,
any trust officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.





"Securities"
has the meaning stated in the first recital of this Indenture and more
particularly means any securities authenticated and delivered under this
Indenture.





"Securities
Register" and "Securities Registrar" have the respective meanings specified
in Section 3.05.





"Special
Record Date" for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.





"Stated
Maturity," when used with respect to any Security or any installment of
interest thereon, means the date specified in such Security as the fixed date on
which the principal of such Security or such installment of interest is due and
payable.





"Subsidiary"
means a corporation more than 50% of the outstanding Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.





"Trustee"
means the person named as the "Trustee" in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee.











-5-








"Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended, as in
force at the date as of which this instrument was executed, except as provided
in Section 9.05.





"Vice
President," when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president."





"Voting
Stock" means stock which ordinarily has voting power for the election of a
majority of directors, whether at all times or only so long as no s enior class of
stock has such voting power by reason of any contingency.





SECTION 1.02.
INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT





Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following
meanings:





"Bankruptcy
Act" means the Bankruptcy Act (Title 11 of the United States
Code).





"indenture
securities" means the Securities.





"indenture
security holder" means a Holder.





"indenture
to be qualified" means this Indenture.





"indenture
trustee" or "institutional trustee" means the Trustee.





"obligor"
on the Securities means the Company or any other obligor on the
Securities.





All
the other Trust Indenture Act terms used in this Indenture that are defined by the
Trust Indenture Act, defined by Trust Indenture Act. Reference to another statute or
defined by Commission rule have the meanings assigned to them thereby.





SECTION 1.03.
COMPLIANCE CERTIFICATES AND OPINIONS





Upon
any application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers, Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.











-6-








Every
certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:





(1)
a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;





(2)
a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or
opinion are based;





(3)
a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether such covenant or condition has been complied with;
and





(4)
a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.





SECTION 1.04. FORM
OF DOCUMENTS DELIVERED TO TRUSTEE





In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.





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





Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form one
instrument.





SECTION 1.05. ACTS
OF HOLDERS











-7-


(a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent 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 and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holder or Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in


favor of the
Trustee and the Company, if made in the manner provided in this Section 1.05. The
Company may set a record date for purposes of determining the identity of Holders
entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture, which record date shall be not earlier than 30
days prior to the first solicitation of such vote or consent. If a record date is
fixed, those persons who were Holders of Securities at such record date (or
their duly designated proxies), and only those persons, shall be entitled to take
such action by vote or consent or to revoke any vote or consent p reviously given,
whether or not such persons continue to be Holders after such record date. No
such vote or consent shall be valid or effective for more than 120 days after such
record date.





(b)
The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the
authority of the person executing the same, may also be proved in any other manner
which the Trustee deems sufficient.





(c)
The ownership of Securities shall be proved by the Securities Register.





(d)
Any request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.





SECTION 1.06.
NOTICES, ETC., TO TRUSTEE AND COMPANY





Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders
or other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with:





(a)
the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration
or











-8-








(b)
the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this Indenture or at any
other address previously furnished in writing to the Trustee by the Company,
Attention: Senior Vice President and Chief Financial Officer.





SECTION 1.07.
NOTICES TO HOLDERS; WAIVER





Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Securities Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. In any case where notice to Holders 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 regular mail service, or by reason of any other
cause, it shall be impracticable to give notice as required by this Indenture,
then such method of notification as shall be made with the approval of the
Trustee shall constitute a sufficient notice.





SECTION 1.08.
CONFLICT WITH TRUST INDENTURE ACT





If
any provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.





SECTION 1.09.
EFFECT OF READINGS AND TABLE OF CONTENTS





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





SECTION 1.10.
SUCCESSORS AND ASSIGNS





All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

















-9-









SECTION 1.11.
SEPARABILITY CLAUSE





In
case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.





SECTION 1.12.
BENEFITS OF INDENTURE





Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders of Securities, any benefit or any legal or equitable right, remedy or
claim under this Indenture.





SECTION 1.13.
GOVERNING LAW





This
Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.





SECTION 1.14. LEGAL
HOLIDAYS





In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any


other provision of
this Indenture or of the Securities) payment of interest on or principal (and
premium, if any) of such Security 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 Interest Payment Date, Redemption Date or at the Stated Maturity;
and if so made, no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.








ARTICLE TWO - FORM
OF SECURITIES





SECTION 2.01. FORMS
GENERALLY





The
Securities of each series and the Trustee's certificates of authentication
shall be in substantially such form (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions and set
forth in such Board Resolutions, or, to the extent established
pursuant to, rather than set forth in, such Board Resolutions, 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 legends or endorsements placed thereon, 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
determined by the Officers executing such Securities, as evidenced by such execution.
If the form or forms of Securities of any series are established by
action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the Secretary or anAssistant Secretary
of the Company and delivered to the Trustee at or prior tothe delivery of the
Company order contemplated by Section 3.03 for theauthentication and
delivery of such Securities.











-10-












The
definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on steel engraved borders or may be produced in any
other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.





SECTION 2.02. FORM
OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION





The
Trustee's certificate of authentication on all Securities shall be in substantially
the following form:





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








CITIBANK,
N.A.


as
Trustee











By:
__________________


Authorized
Signatory








ARTICLE THREE - THE
SECURITIES





SECTION 3.01. TITLE
AND TERMS





The
aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is not limited.





The
Securities may be issued in one or more series. There shall be established in or
pursuant to Board Resolutions and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following as applicable:





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





(2)
any limit upon the aggregate principal amount of the Securities of the
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 the series pursuantto Section 3.04,
3.05, 3.06, 9.06 or 11.07);








-11-














(3)
the date or dates on which the principal of the Securities of the series is
payable or the manner in which such dates are determined;





(4)
the rate or rates at which the Securities of the series shall bear
interest, or the manner in which such rates are to be determined, the
date or dates from which such interest shall accrue, or the manner in which
such dates are to be determined, the Interest Payment Dates on
which such interest shall be payable and the Record Dates, if any, for
the interest payable on any Interest Payment Date;





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





(6)
the period or periods within which, the date or dates on which, the price or
prices at which and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the
Company;





(7)
the obligation, if any, of the Company to redeem, purchase or repay Securities
of the series pursuant to any sinking fund, amortization or
other provisions and the period or periods within which or the date or
dates on which, the price or prices at which and the terms and
conditions upon which Securities of the series shall be


redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;





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





(9)
if other than the Trustee, the identity of the Securities Registrar
and/or the Paying Agent;





(10)
if other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
5.02;





(11)
if other than such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public or
private debts, the coin or currency or currency unit in which payment of
the principal of (and premium, if any, on) or interest, if any, on the
Securities of the series shall be payable;





(12)
if the amount of payment of principal of (and premium, if any, on) or
interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method based on a coin or
currency or currency unit other than that in which the Securities
are stated to be payable, the manner in which such amounts shall be
determined;








-12-











(13)
if the principal of (and premium, if any, on) or interest, if any, on the
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency or currency unit other
than that in which the Securities are stated to be payable, the period
or periods within which, or the date or dates on


which
and the terms and conditions upon which, such election may be made;





(14)
whether the Securities of the series are subject to defeasance or
covenant defeasance, or such other means of satisfaction and discharge as
may be specified for a series;





(15)
any deletions or modifications of or additions to the Events of Default
set forth in Section 5.01 or covenants of the Company set forth in
Article Eight or Ten pertaining to the Securities of the series;





(16)
the forms of the Securities of any series; and





(17)
any other terms, conditions, rights and preferences (or limitations on such
rights and preferences) relating to the series (which terms shall
not be inconsistent with the provisions of this Indenture).





Not
all Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.





If
any of the terms of the series are established by action taken pursuant to a Board
Resolution, such Board Resolution and the officers, Certificate setting
forth the terms of the series shall be delivered to the Trustee at or prior
to the delivery of the Company order for authentication and delivery of
Securities of such series.





The
principal of (and premium, if any, on) and interest on the Securities shall be
payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, maintained for such purpose and at any other office or
agency maintained by the Company for such purpose; provided, however, that
interest may be payable at the option of the Company by check mailed to the
address of the person entitled thereto as such address shall appear on the
Securities Register.





SECTION 3.02.
DENOMINATIONS





The
Securities of each series shall be issuable in definitive registered form
without coupons and in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provision with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.











-13-











SECTION 3.03.
EXECUTION, AUTHENTICATION, DELIVERY AND DATING





The
Securities shall be executed on behalf of the company by its Chairman of the
Board, its President, a Vice Chairman or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.





Securities
bearing the manual or facsimile signatures of individuals who were at any
time the proper officers of the Company shall bind the Company, N otwithstanding that
such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.





At
any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise. If not all the Securities of any series are to be
issued at one time and if the Board Resolution or supplemental indenture
establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such securities and
the determination of the terms of particular Securities of such series such as
interest rate, Stated Maturity, date of issuance and date from which interest shall
accrue. In authenticating such Securities, and accepting the additional
r esponsibilities
under this Indenture in relation to such Securities, the


Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an opinion of
Counsel stating:





(a)
that the form or forms and terms of such Securities have been
established in conformity with the provisions of this Indenture and





(b)
that such Securities, when completed by appropriate insertions and
executed by the Company and delivered to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by
the Trustee in accordance with this Indenture and issued by the
company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute the legal, valid and binding
obligations of the Company.





If
not all the Securities of any series are to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each
Security, but such opinion with appropriate modifications shall be delivered
at or before the time of issuance of the first Security of such series. The
Trustee shall not be required to authenticate Securities if the issuance of
such Securities pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.





Each
Security shall be dated the date of its authentication.











-14-











No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.





SECTION 3.04.
TEMPORARY SECURITIES





Pending
the preparation of definitive Securities of any series, the Company may
execute, and upon Company order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of
the tenor of the definitive Securities in lieu of which they are issued, with
such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution
of such Securities.





If
temporary Securities of any series are issued, the Company will cause definitive
Securities of each such series to be prepared without unreasonable delay.
After the preparation of definitive Securities of any series, the
temporary Securities of each such series shall be exchangeable for definitive
Securities upon surrender of the temporary Securities of such series at any
office or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive
Securities of authorized denominations of the same series. Until so exchanged the
temporary Securities of any series shall in all respects be


entitled to the
same benefits under this Indenture as definitive Securities of such
series.





SECTION 3.05.
REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE





The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency
designated pursuant to Section 10.02 being herein sometimes collectively
referred to as the "Securities Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee is hereby appointed
"Securities Registrar" for the purposes of registration and transfer of
Securities as herein provided.





Upon
surrender for registration of transfer of any Securities of a series at an office
or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denominations, of a
like aggregate principal amount.














-15-











At the option of the
Holder, Securities of a series may be exchanged for other
Securities of the same series, of any authorized denominations, of alike
aggregate principal amount, upon surrender of the Securities of such
series to be exchanged at such office or agency, and upon
payment, if the Company shall so require, of the charges hereinafter
provided. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the


securities which
the Holder making the exchange is entitled to receive.





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





Every
Security presented or surrendered for registration of transfer or exchange shall (if
so required by the Company or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.





No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 3.04 or 9.06 not involving any transfer.





The
Company shall not be required to (i) issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of that series
under Section 11.03 and ending at the close of business on the d ay of the mailing
of notice of redemption or (ii) register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.





SECTION 3.06.
MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES





If
any mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new
Security of like series, tenor and principal amount and bearing a number not
contemporaneously outstanding.





If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like series, tenor and principal amount and bearing a number not
contemporaneously outstanding.





In
case any such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security.











-16-











Upon
the issuance of any new Security under this Section 3.06, the C ompany may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.





Every
new Security issued pursuant to this Section 3.06 in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.





The
provisions of this Section 3.06 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.





SECTION 3.07.
PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED





Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date or within five days thereafter shall be paid to
the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Record Date for such
interest; provided, however, that each installment of interest on any Security may at
the Company's option be paid by mailing a check for such interest, payable
to or upon the written order of the Person entitled thereto pursuant to Section
3.08, to the address of such Person as it appears on the Securities
Register.





Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date or within five days thereafter (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Record Date; and, except as h ereinafter
provided, such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:





(1)
The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted interest which shall be not more
than 15 and not less than 10 days prior to the date of the proposed
payment and not less proposed payment.
The Trustee shall promptly notify the Company of such Special Record
Date, and, in the name and at the expense of the


Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first class postage
prepaid, to each Holder at his address as it appears in the Securities
Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York,
but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Securities (or their
 respective
Predecessor Securities), are registered on such Special Record Date and
shall no longer be payable pursuant to the following Clause
(2).








-17-













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





Subject
to the foregoing provisions of this Section 3.07, each Security delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.





SECTION 3.08.
PERSONS DEEMED OWNERS





Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any, on) and
(subject to Section 3.07) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.





SECTION 3.09.
CANCELLATION





All
securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to t he Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section











-18-











3.09, except as
expressly permitted by this Indenture. All cancelled Securities held by the Trustee
shall be destroyed unless otherwise directed by a Company Order.





SECTION 3.10.
COMPUTATION OF INTEREST





Except
as otherwise specified as contemplated by Section 3.01 for Securities of any
series, any interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.








ARTICLE FOUR -
SATISFACTION AND DISCHARGE: UNCLAIMED MONEYS





SECTION 4.01.
SATISFACTION AND DISCHARGE OF INDENTURE





(A)      If
at any time





(a)
the Company shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder, as and
when the same shall have become due and payable, or





(b)
the Company shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in Section 3.06), or





(c)
(i) all the Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, 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 Company shall have irrevocably deposited or caused
to be irrevocably deposited with the Trustee (or an escrow agent satisfactory
to the Trustee) as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Company in accordance with
Section 4.04) or direct noncallable obligations of, or noncallable
obligations guaranteed by, the United States of America or an agency thereof for the
payment of which guarantee or obligation the full faith and credit of the
United States is pledged ("U.S. Government Obligations"), maturing as to principal and
interest in such amounts and at such times without


consideration of
any reinvestment of such principal and interest as will ensure the availability of
cash, or a combination of U.S. Government obligations and cash, sufficient to
pay at Stated Maturity all the Securities of such series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if any)
and interest due or to become due to such date of Stated Maturity (including
any mandatory sinking fund payments) or Redemption Date, as the case may be,
and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company with respect to Securities of such
series, then this Indenture shall cease to be of further effect with respect
to Securities of such series (except as to (i) rights of registration of
transfer











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and exchange, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of Holders to receive payments of principal thereof
and interest thereon, upon the original stated due dates therefor(including
any mandatory sinking fund payments or Redemption Date (but not upon
acceleration), (iv) the rights, obligations and immunities of the Trustee hereunder,
and (v) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee payable
to all or any of them), and the Trustee, on demand of the Company accompanied
by an officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided relating to the satisfaction and
discharge of this Indenture with respect to Securities of such


series have been
complied with and at the cost and expense of the Company, shall execute proper
instruments acknowledging such satisfaction of and discharging of


this Indenture with
respect to Securities of such series.





The
Company 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 of such series. Notwithstanding
the foregoing provisions of this Section 4.01(A), the Company's obligations
in Section 6.07 shall survive.





(B)
In addition to the provisions of the next preceding paragraph, the Company may
terminate its obligations under the Securities of any series and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 4.01, if all Securities of such series previously authenticated
and delivered (other than destroyed, lost or stolen Securities of such series
which have been replaced or paid or Securities of such series for whose payment money
or securities have theretofore been held in trust and thereafter repaid
to the Company, as provided in Section 4.04) have been delivered to
the Trustee for cancellation and the Company has paid all sums payable by it
hereunder, or if the Company has irrevocably deposited or caused to be
deposited with the Trustee (or an escrow agent satisfactory to the Trustee),
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds in trust solely for the benefit of
the Holders for that purpose, (i) money or (ii) U.S. Government obligations,
or a combination thereof, maturing as to principal and interest in such amounts and at
such times as are sufficient without consideration of any reinvestment
of such principal or interest, to pay principal of and interest on the
outstanding Securities of such series to maturity, provided that the Trustee shall
have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal of and
interest with respect to the outstanding Securities of such series.





Such
irrevocable trust agreement shall include, among other things, provision for (1)
payment of the principal of and interest on the Securities of such series, when
due, including any mandatory sinking fund payments (2) payment of the fees and
expenses of the Trustee, its agents and counsel incurred or to be incurred in
connection with carrying out such trust provisions, (3) rights of registration,
transfer, substitution and exchange of Securities of such series in accordance with
the terms stated in this Indenture, and (4) continuation of the rights and
obligations and immunities of the Trustee as against the Holders as stated in this
Indenture.














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Notwithstanding
the first paragraph of this Section 4.01(B), the Company's
obligations in Sections 3.05, 3.06, 4.04, 4.05, 5.02, 6.07, 6.10, 10.01 and 10.02
shall survive until the Securities of such series are no longer outstanding;
provided, however, that the Company's obligations in Section 5.02 shall survive only
with respect to an Event of Default defined in Section 5.01(2) or 5.01(3).
Thereafter the Company's obligations in Sections 4.04, 4.05 and 6.07 shall
survive.





After
any such irrevocable deposit, accompanied by an officers' Certificate which
shall state that the provisions of the first two paragraphs of this Section
4.01(B) have been complied with, and upon delivery by the Company to the Trustee of
an opinion of independent legal counsel who shall be acceptable to the
Trustee, or, in lieu thereof, a favorable determination by the Internal Revenue
Service to the effect that Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of such
deposit and discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same time as would have been the case if
such deposit and discharge had not occurred, then the Company s hall be discharged
of its obligations under the Securities of such series and this Indenture
except for those surviving obligations specified above, and the Trustee upon
request shall acknowledge in writing such discharge. Prior to the delivery of such
acknowledgement, the Trustee may require the Company to deliver to it an Officers,
Certificate and opinion of Counsel, each stating that all conditions
precedent provided for relating to the deposit and discharge contemplated by
this provision have been complied with, and the opinion of Counsel shall also
state that such deposit does not violate applicable law.





SECTION 4.02.
DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE





All
moneys deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment of which such moneys have
been deposited with the Trustee of all sums due and to become due thereon for
principal and interest.





SECTION 4.03.
PAYING AGENT TO REPAY MONEYS HELD





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





SECTION 4.04.
RETURN OF UNCLAIMED MONEYS





Any
moneys deposited with or paid to the Trustee for payment of the principal of or
interest on Securities and not applied but remaining unclaimed by the Holders of
Securities of any series for two years after the date upon which the principal
of or interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on written demand and
all liability of the Trustee shall thereupon cease; and the Holder if any of the
Securities of any series shall thereafter look only to the Companyfor any payment
which such Holder may be entitled to collect.











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SECTION 4.05.
REINSTATEMENT





If
the Trustee is unable to apply any money or U.S. Government Obligations in
accordance with Section 4.01 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations under
this Indenture with respect to Securities of any series and the Securities of
such series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 4.01 until such time as the Trustee is permitted to apply
all such money or U.S. Government Obligations in accordance with Section 4.01;
provided, however, that if the Company has made any payment of interest on or
principal of any Securities of such series because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee.





ARTICLE FIVE -
REMEDIES





SECTION 5.01.
EVENTS OF DEFAULT





"Event
of Default" with respect to Securities of any series, wherever used herein, means
any one 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):





(1)
default in the payment of the principal of any Security of such series as and when
the same shall become due and payable, either at its Maturity or otherwise;
or





(2)
default in the payment of any installment of interest on any Security of such
series when it becomes due and payable, and the continuance of such default for a
period of 30 days; or





(3)
default in the payment of any sinking fund payment, when and as due by the terms of
the Security of that series; or





(4)
default in the performance, or breach, of any covenant or warranty of the Company in
this Indenture or the Securities in respect of the Securities of such series
(other than a covenant or warranty in respect of the Securities of such series a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of all series affected
thereby, a written notice
specifying such default or breach and requiring it to be remediedand stating that
such notice is a "Notice of Default" hereunder; or











-22-














(5)
a default under any bond, debenture, note or other evidence of Debt of the Company
or any Subsidiary (including any other series of Securities) or under any
mortgage, indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Debt of the Company or any Subsidiary, whether
such Debt now exists or shall hereafter be created, which default shall
involve the failure to pay principal of, or interest on, Debt in excess of
$25,000,000 at the stated maturity thereof or shall have resulted in Debt
in excess of $25,000,000 becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without such
acceleration having been rescinded, stayed or annulled, or such Debt having been
discharged, within a period of 15 days after there shall have been given, by
registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities (or 25% of the Outstanding Securities of all series of Securities not in
default in case of a default with respect to one or more other


series of
Securities) a written notice specifying such default and requiring the Company to cause
such acceleration to be rescinded or annulled or cause such D ebt to be
discharged and stating that such notice is a "Notice of Default" hereunder;
or





(6)
the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking relief, reorganization, arrangement, adjustment or
composition of or in respect of the Company under federal bankruptcy law or
any other applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator, custodian or other similar official of
the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive


days;
or





(7)
the institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under federal bankruptcy law or any other applicable
federal or state law, or the consent by it to the filing of such petition or to
the appointment of or taking of possession by a receiver, liquidator,
assignee, trustee, sequestrator, custodian or similar official of the Company or of
any substantial part of its property, or the making by it of a general assignment
for the benefit of creditors, or the failure of the Company generally to pay
its debts as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or





(8)
any other Event of Default provided with respect to Securities of that
series.





SECTION 5.02.
ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT





If
an Event of Default described in Section 5.01(l), (2), (3), (4) (if the Event of
Default under clause (4) is with respect to less than all series of Securities then
outstanding) or (8) above occurs and is
continuing, then and in every such case the Trustee or the Holdersof not less than
25% in principal amount of the Securities of such series thenOutstanding (each
such series voting as a separate class) may declare theprincipal of all
the Securities of such series to be due and payableimmediately, by a
notice in writing to the Company (and to the Trustee if givenby Holders), and
upon any such declaration such principal shall become and shallbe immediately due
and payable, anything in this Indenture or in the Securitycontained to the
contrary notwithstanding. Upon payment of such amount, allobligations of the
Company in respect of the payment of principal of the Securities of such
series shall terminate. If an Event of Default described inSection 5.01(4) (if
the Event of Default under clause (4) is with respect to allseries of
Securities then outstanding), Section 5.01(5), (6) or (7) above occursand is
continuing, then and in every such case, unless the principal of all theSecurities shall
have already become due and payable, the Trustee or the Holdersof not less than
25% in principal amount of all the Securities then Outstanding(treated as one
class) which have not previously become due and payable maydeclare the entire
principal of all the Securities then outstanding to be dueand payable
immediately, by notice in writing to the Company (and to the Trusteeif
given by Holders) and upon any such declaration such principal shall becomeand
shall be immediately due and payable, anything in this Indenture or in theSecurities
contained to the contrary notwithstanding. Upon payment of such amount, all
obligations of the Company in respect of the payment of principal of the
Securities shall terminate.








-23-














At
any time after such a declaration of acceleration has been made and before a judgment
or decree for payment of the money due has been obtained by


the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal amount
of the Outstanding Securities of each series so affected, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:





(1)
the Company has paid or deposited with the Trustee a sum sufficient to pay





(A)
all overdue installments of interest on the Securities of such series,
and





(B)
the principal of (and premium, if any, on) and any sinking fund payments with
respect to any Securities of such series which have become due otherwise than
by such declaration of acceleration, with interest thereon from the date such
principal became due at the rate borne by the Securities of such series,
and





(C)
to the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate borne by the Securities of such series,
and





(D)
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and





(2)
all Events of Default, other than the nonpayment of the principal of Securities of
such series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.13.














-24-











No
such rescission shall affect any subsequent default or impair any right consequent
thereon.





SECTION 5.03.
COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE





The
Company covenants that if default is made in the payment of (1) any installment of
interest on any Security of any series when such interest becomes due and payable and
such default continues for a period of 30 days or (2) the principal of (and
premium, if any, on) any Security of any series at the Maturity thereof or
otherwise, the Company will, upon demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities of each series so affected, the
whole amount then due and payable on such Securities of such series for
principal (and premium, if any) or interest, if any, or both, as the case
may be, with interest upon the overdue principal and, to the extent that payment of such
interest shall be legally enforceable, upon overdue installments of interest, at the
rate per annum borne by the Securities during the period of such default; and,
in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.





If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the Company
or any other obligor upon the Securities of each series so affected and
collect the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon the Securities of each
series so affected, wherever situated.





If
an Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.





SECTION 5.04.
TRUSTEE MAY FILE PROOFS OF CLAIM





In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of each series so
affected 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 on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,





(a)
to file and prove a claim for the amount of principal (and premium, if any) and
interest, if any, owing and unpaid in respect of the Securities of each series so
affected and to file such other
papers or documents as may be necessary or advisable in order tohave the claims of
the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding and,











-25-










(b)
to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;





and any receiver,
assignee, trustee, liquidator, sequestrator, custodian or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.





Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities 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.





SECTION 5.05.
TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES





All
rights of action and claims under this Indenture or the Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or
the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.





SECTION 5.06.
APPLICATION OF MONEY COLLECTED





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





FIRST:
To the payment of all amounts due the Trustee under Section
6.07;





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














-26-











THIRD:
The balance, if any, to the Persons entitled thereto.





SECTION 5.07.
LIMITATION ON SUITS





No
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless





(a)
such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;





(b)
the Holders of not less than 25% in principal amount of the Outstanding
Securities of each series affected (with each series voting as a separate class)
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;





(c)
such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with
such request;





(d)
the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and





(e)
no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of each series affected (with each series voting
as a separate class);





it
being understood and intended that no one or more Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders.





SECTION 5.08.
UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST





Notwithstanding
any other provision in this Indenture, the Holder of any Security shall
have the right, which is absolute and unconditional, to receive payment of
the principal of (and premium, if any, on) and (subject to Section 3.07)
interest, if any, on such Security on or after the Stated Maturity e xpressed in such
Security (or, in the case of redemption, the Redemption Date), and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.











-27-











SECTION 5.09.
RESTORATION OF RIGHTS AND REMEDIES





If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Holders shall continue an though no such
proceeding had been instituted.





SECTION 5.10.
RIGHTS AND REMEDIES CUMULATIVE





No
right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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.





SECTION 5.11. DELAY
OR OMISSION NOT WAIVER





No
delay or omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.





SECTION 5.12.
CONTROL BY HOLDERS





The
Holders of a majority in principal amount of the outstanding Securities of each
series affected (each series voting as a separate 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 on
the Trustee, with respect to the Securities of such series, provided
that





(a)
such direction shall not be in conflict with any rule of law or with this Indenture
and





(b)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.











-28-














SECTION 5.13.
WAIVER OF PAST DEFAULTS





The
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series (each series voting as a separate class) m ay on behalf of the
Holders of all the Securities of such series waive any past default hereunder
with respect to such series and its consequences, except a default





(a)
in the payment of the principal of (and premium, if any, on) or interest, if any,
on any Security or





(b)
in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.





Upon
any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.





SECTION 5.14.
UNDERTAKING FOR COSTS





All
parties to this Indenture agree, and each Holder of any Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 5.14 shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of each series
affected, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any, on) or interest, if any,
on any Security of such series on or after the Stated Maturity expressed in such
Security (or, in the case of redemption, on or after the Redemption
Date).





SECTION 5.15.
WAIVER OF STAY OR EXTENSION LAWS





The
Company covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that
it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.














-29-











ARTICLE SIX - THE
TRUSTEE





SECTION 6.01.
CERTAIN DUTIES AND RESPONSIBILITIES





(a)
With respect to the Securities of any series, except during the continuance of an
Event of Default with respect to Securities of such series,





(1)
the Trustee undertaken to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee and





(2)
in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are specifically
r equired 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)
In case an Event of Default with respect to the Securities of any series has occurred
and is continuing, the Trustee shall, with respect to the Securities of such
series, exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.





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





(1)
this paragraph (c) shall not be construed to limit the effect of paragraph
(a) of this Section 6.01;





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





(3)
the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it with respect to the Securities of any series in good faith in
accordance with the direction of the Holders of a majority in principal amount of
the outstanding Securities of such series 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.





No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds forbelieving that
repayment of such funds or adequate indemnity against such riskor liability is not
reasonably assured to it.











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SECTION 6.02.
NOTICE OF DEFAULTS





Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of such
series entitled to receive reports pursuant to Section 7.04(c), notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (and premium, if any) or interest, if any,
on any Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the Board of Directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders; and provided, further, that in the case of any default of the
character specified in section 5.01(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section 6.02, the term "default" means any
event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.





SECTION 6.03.
CERTAIN RIGHTS OF TRUSTEE





Except
as otherwise provided in section 6.01:





(a)
the Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note 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 or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;





(c)
whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon an officers' Certificate;





(d)
the Trustee may consult with counsel and the written advice of such counsel or any
opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;





(e)
the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity











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against the costs,
expenses and liabilities which might be incurred by it in compliance with
such request or direction;





(f)
the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note or other paper
or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and promises of the Company,
personally or by agent or attorney; 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 and the
Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder.





SECTION 6.04. NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES





The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.





SECTION 6.05. MAY
HOLD SECURITIES





The
Trustee, any Paying Agent, any Securities Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with
the Company with the same rights it would have if it were not the Trustee,
Paying Agent, Securities Registrar or such other agent.





SECTION 6.06. MONEY
HELD IN TRUST





Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.





SECTION 6.07.
COMPENSATION AND REIMBURSEMENT





The
Company agrees





(a)
to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);











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(b)
except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel) except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith; and





(c)
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, a rising out of or in
connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.





As
security for the performance of the obligations of the Company under this Section
6.07, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of or interest, if any, on the Securities.





SECTION 6.08.
DISQUALIFICATION; CONFLICTING INTERESTS





If
the Trustee has or shall acquire any conflicting interest within the meaning of the
Trust Indenture Act with respect to the Securities of any series, it shall
either eliminate such conflicting interest or resign with respect to the
Securities of such series, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.





The
following Indentures between the Company and the Trustee shall be excluded from the
application of Section 310(b)(1) of the Trust Indenture Act: Indentures dated as
of October 1, 1988; May 1, 1987 and August 1, 1987.





SECTION 6.09.
CORPORATE TRUSTEE REQUIRED; ELIGIBILITY





There
shall at all times be a Trustee hereunder with respect to each series of
Securities which shall be a Person eligible under the Trust Indenture Act,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section
6.09, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. No obligor of the Securities or Person directly or
indirectly controlling, controlled by or under common control with such obligor shall
serve as Trustee upon such Securities. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.09, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article Six.

















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SECTION 6.10.
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR





(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article Six shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.





(b)
The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.





(c)
The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.





(d)
If at any time with respect to any series of Securities:





(1)
the Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security of such series for at least six months, or





(2)
the Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder,
or





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





then, in any such
case, (i) the Company by a Board Resolution may remove the Trustee with
respect to such series of Securities or (ii) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.





(e)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, thesuccessor Trustee
so appointed shall, forthwith upon its acceptance of suchappointment in
accordance with Section 6.11, become the successor Trustee withrespect to the
securities of such series and to that extent supersede thesuccessor Trustee
appointed by the Company. If no successor Trustee shall havebeen so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a
successor Trustee.











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(f)
The Company shall give notice of each resignation and each removal of the Trustee and
each appointment of a successor Trustee by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of the Securities of one
or more or all series, as the case may be, to which the resignation,
removal or appointment relates, as their names and addresses appear in the Securities
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.





SECTION 6.11.
ACCEPTANCE OF APPOINTMENT BY SUCCESSOR





(a)
In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment o f its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder, subject, nevertheless to its lien, if any, provided for
in Section 6.07.





(b)
In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (ii) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee











-35-








of
a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and, upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to


which the
appointment of such successor Trustee relates.





(c)
Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph (a)
or (b) of this Section 6.11, as the case may be.





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





SECTION 6.12.
MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS





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





SECTION 6.13.
PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY





If
and when the Trustee shall become a creditor of the Company (or any other obligor of
the Securities), the Trustee shall be subject to the terms of the Trust Indenture
Act regarding collection of claims against the Company (or such
obligor).








ARTICLE SEVEN -
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY





SECTION 7.01.
COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS





The
Company will furnish or cause to be furnished to the Trustee:











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(a)
semiannually, not more than 15 days after each Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as
of such Record Date and





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





excluding from any
such list names and addresses received by the Trustee in its capacity as
Securities Registrar.





SECTION 7.02.
PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS





(a)
The Trustee shall preserve, in as current a form as is reasonably practicable, (i)
the names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.01 and (ii) the names and addresses of
Holders received by the Trustee in its capacity as Securities R egistrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.





(b)
Holders may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Holders with respect to their rights under this Indenture or under
the Securities.





(c)
Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of
either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
paragraph (b) of this Section 7.02, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under paragraph (b) of
this Section 7.02.





SECTION 7.03.
REPORTS BY TRUSTEE





(a)
Within 60 days after June 15 of each year commencing with June 15, 1992, the Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required under the Trust I ndenture Act at the
time and in the manner provided therein.





(b)
A copy of each such report shall, at the time of transmission to Holders, be filed
by the Trustee with each stock exchange upon which the Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when the Securities are listed on any stock exchange.











-37-











SECTION 7.04.
REPORTS BY COMPANY





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





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





(c)
The Company shall transmit to the Holders within 30 days after the filing thereof with
the Trustee, by first-class mail, such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs (a)
and (b) of this Section 7.04 as may be required by rules and regulations
prescribed by the Commission.





(d)
The Company shall furnish to the Trustee, within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this paragraph (d), such compliance shall be
determined without regard to any period of grace or requirement of notice provided under this
Indenture.








ARTICLE EIGHT -
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE





SECTION 8.01.
COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS





The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety to
any Person, unless:














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(1)
in case the Company shall consolidate with or merge into another corporation or
convey, transfer or lease its properties and assets substantiallyas an entirety to
any Person, the corporation formed by such consolidation orinto which the
Company is merged or the Person which acquires by conveyance ortransfer, or which
leases, the properties and assets of theCompany 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 shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and interest, if any, on all the
Securities and the performance of every covenant of this


Indenture on the
part of the Company to be performed or observed;





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





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





SECTION 8.02.
SUCCESSOR CORPORATION SUBSTITUTED





Upon
any consolidation or merger by the Company with or into any other corporation or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.01, the
successor corporation formed by such consolidation or into which the Company
in merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter, e xcept in the case
of a lease to another Person, the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the


Securities.








ARTICLE NINE -
SUPPLEMENTAL INDENTURES





SECTION 9.01.
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS





Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:





(1)
to evidence the succession of another corporation to the Company and the assumption
by any such successor of the covenants of the Company herein and in the
Securities; or





(2)
to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities, or to surrender any right or power herein conferred
upon the Company; or














-39-








(3)
to secure the Securities; or





(4)
to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the Holders in any
material respect; or





(5)
to evidence and provide for the acceptance of appointment hereunder by a
successor trustee with respect to the Securities of one or more series and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 6.11.





SECTION 9.02.
SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS





With
the consent of the Holders of not less than a majority in principal amount of
the Securities at the time outstanding of all series affected by such
supplemental indenture (each such series voting as a separate class), by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,





(1)
change the Stated Maturity of the principal of (or premium, if any, on), or any
installment of principal of or interest, if any, on, any Security, or reduce the
principal amount thereof or the interest thereon, or change the place of payment
where, or the coin or currency in which, any Security or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof, or





(2)
reduce the percentage in principal amount of the Outstanding Securities, the
consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or





(3)
modify any of the provisions of this Section 9.02, Section 5.13 or Section 10.05,
except to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the c onsent of the
Holder of each Outstanding Security affected thereby.





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








-40-














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





SECTION 9.03.
EXECUTION OF SUPPLEMENTAL INDENTURES





In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article Nine or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but 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.





SECTION 9.04.
EFFECT OF SUPPLEMENTAL INDENTURES





Upon
the execution of any supplemental indenture under this Article Nine, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby.





SECTION 9.05.
CONFORMITY WITH TRUST INDENTURE ACT





Every
supplemental indenture executed pursuant to this Article Nine shall conform to
the requirements of the Trust Indenture Act as then in effect.





SECTION 9.06.
REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES





Securities
authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article Nine may, and shall, if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of Directors,
to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.














-41-




















ARTICLE TEN -
COVENANTS





SECTION 10.01.
PAYMENT OF PRINCIPAL AND INTEREST





For
the benefit of each series of Securities, the Company will duly and punctually pay the
principal of (and premium, if any) and interest, if any, on the Securities of
that series in accordance with the terms of such Securities and this
Indenture.





SECTION 10.02.
MAINTENANCE OF OFFICE OR AGENCY





The
Company will maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain Any such required
office or agency or shall fail to furnish the Trustee with the a ddress thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.





The
Company may also from time to time designate one or more other offices or agencies
(in or outside The City of New York) where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office
or agency in the Borough of Manhattan, The City of New York, for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.





SECTION 10.03.
MONEY FOR SECURITY PAYMENTS TO BE HOLD IN TRUST





If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of (or
premium, if any) or interest, if any, on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (or premium, if any) or interest, if any,
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its action or
failure so to act.





Whenever
the Company shall have one or more Paying Agents, it will, on each due date of
the principal of (or premium, if any) or interest, if any, on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.











-42-











The
Company will cause each Paying Agent other than the Trustee to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 10.3, that such Paying
Agent will:





(a)
hold all sums held by it for the payment of the principal of (or premium, if any) or
interest, if any, on Securities in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided;





(b)
give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal of (or
premium, if any, on) or interest, if any, on the Securities of that series when
the same shall be due and payable; and





(c)
at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.





SECTION
10.04.   LIMITATION ON LIENS AND SALE-LEASEBACKS





(a)
The Company will not, nor will it permit any Subsidiary to, create, assume, incur or
suffer to exist any Mortgage upon any Principal Property, whether owned or
leased on the date of this Indenture or hereafter acquired, to secure any Debt of
the Company or any other Person (other than the Securities), without in any such
case making effective provision whereby all of the S ecurities
Outstanding shall be directly secured equally and ratably with such Debt, excluding,
however, the following:





(i)
any Mortgage upon property owned or leased by any corporation
existing at the time such corporation becomes a Subsidiary;





(ii)
any Mortgage upon property existing at the time of acquisition
thereof;





(iii)
any Mortgage to secure the payment of all or any part of the purchase price
of property or to secure any Debt incurred prior to, at the time of or within
180 days after the acquisition of such property for the purpose of
financing all or any part of the purchase price thereof;





(iv)
any Mortgage upon property to secure all or any part of the cost of
construction, alteration, repair or improvement of all or any part of such property,
or Debt incurred prior to, at the time of or within 180 days after the
completion of such construction, alteration, repair or improvement or commencement of
full operations on such property for the purpose of financing all or any part of
such cost;





(v)
any Mortgage securing Debt of a Subsidiary owing to the Company or to
another Subsidiary;














-43-











(vi)
any Mortgage existing at the date of this Indenture; and





(vii)
any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Mortgage referred to in the
foregoing clauses (i) to (vi), inclusive; provided, however, that the principal
amount of Debt secured thereby shall not exceed the principal amount of Debt so
secured at the time of such extension, renewal or replacement; and provided,
further, that such Mortgage shall be limited to all or such part of the property
which was subject to the Mortgage so extended, renewed or replaced (plus
improvements on such property).





Notwithstanding
the foregoing provisions of this paragraph (a), the Company may, and
may permit any Subsidiary to, create, assume, incur or suffer to exist any
Mortgage upon any Principal Property which is not excepted by clauses (i) through
(vii) above without equally and ratably securing the Securities,
provided that the aggregate amount of all Debt then outstanding secured by such
Mortgage and all similar Mortgages, together with all net sale proceeds from
Sale-Leaseback Transactions (as defined in paragraph (b) of this Section 10.4) which
are not permitted pursuant to clauses (i) and (ii) of paragraph (b) of
this Section 10.4, does not exceed 10% of the total consolidated
stockholders' equity of the Company as shown on the audited consolidated
balance sheet contained or incorporated by reference in the Company's latest
Annual Report on Form 10-K. For the purpose of this paragraph (a), no Mortgage to
secure any Debt will be deemed to be created by any Mortgage


in
favor of the United States of America or any state thereof, or any other country, or any
political subdivision of any of the foregoing, to secure partial, progress,
advance or other payments pursuant to the provisions of any contract or
statute, or any Mortgage securing industrial development, pollution control or similar
revenue bonds.





(b)
The Company will not, nor will it permit any Subsidiary to, sell or transfer any
Principal Property with the Company or any Subsidiary taking back a lease of such
Principal Property (a "Sale-Leaseback Transaction"), unless (i) such Sale-Leaseback
Transaction occurs within 180 days from the date of acquisition of such
Principal Property or the date of the completion of construction or
commencement of full operations on such Principal Property, whichever is later,
or (ii) the Company, within 120 days after such Sale-Leaseback
Transaction, applies or causes to be applied to the retirement of Funded Debt of the
Company or any Subsidiary (other than Funded Debt of the Company which by
its terms or the terms of the instrument pursuant to which it was issued is
subordinate in right of payment to the Securities) an amount not less than the net
proceeds of the sale of such Principal Property.





Notwithstanding
the foregoing provisions of this paragraph (b), the Company may, and
may permit any Subsidiary to, effect any Sale-Leaseback Transaction
involving any Principal Property, provided that the net sale proceeds from such
Sale-Leaseback Transaction, together with all Debt secured by Mortgages not
specifically excluded pursuant to clauses (i) through (vii) of paragraph (a) of
this Section 10.4 from the operation of such paragraph (a), does not exceed 10%
of the total consolidated stockholders' equity of the Company as shown on
the audited consolidated balance sheet contained or i ncorporated by
reference in the Company's latest Annual Report on Form 10-K. The provisions of
this paragraph (b) shall also not prevent any











-44-











Sale-Leaseback
Transaction involving a lease for a period, including renewals, of not more than 36
months.





SECTION 10.05.
DIVIDENDS ON AND ACQUISITIONS OF STOCK





As
long as more than 50% of the Company's Common Stock is owned by Burlington
Resources Inc. ("BR"), the company will not declare or pay any dividend or make
any distribution upon any of its stock (other than in Common Stock of the
Company), or make, cause or permit any of its Subsidiaries to make any payment (other
than in Common Stock of the Company) for the purchase, redemption or
retirement of any shares of Common Stock of the Company, unless immediately after
such payment or distribution the aggregate amount of all such payments and
distributions made subsequent to December 31, 1991 shall not have exceeded the total
of (i) the consolidated net income of the Company and its Subsidiaries
arising subsequent to December 31, 1991, (ii) any contribution to the capital of the
Company, and any consideration which shall have been received by the Company
after December 31, 1991, with respect to the issue or sale of any of its Common Stock
in excess of amounts expended after such date for the purchase,
redemption or other acquisition of any shares of such Common Stock, involuntary
liquidation preference (other than accrued and unpaid dividends) of any shares of any
class of stock ranking senior to the Common Stock in respect of dividends or
assets of the Company or a Subsidiary which after such date shall have been
converted into Common Stock of the Company, and (iv) $50 million; provided,
however, that the provisions of this Section 10.05 shall not prevent or restrict
(A) the dividend to BR of the balance owed by BR to the Company under an
intercorporate cash management arrangement, and such dividend


shall not be
included in any computation made under this Section 10.05; (B) any payment of any
dividend on any shares of stock of the Company ranking senior to the Common Stock in
respect of dividends or assets (other than shares of such senior stock issued
in exchange for Common Stock of the Company), but the amounts of any such
payments shall be included in the calculations contemplated by the foregoing
provisions of this Section 10.05; (C) the redemption, acquisition or
retirement of any shares of Common Stock of the Company in exchange for, or
out of the proceeds of the concurrent sale of, other shares of its Common Stock,
and neither any such redemption, acquisition or retirement nor the proceeds of any
such sale (to the extent used for such purposes) shall be included in any
computation made under this Section 10.05; (D) the purchase of any shares of
Common Stock of the Company with moneys accumulated for such purpose pursuant to
or in connection with any retirement, bonus, profit sharing, thrift, savings,
stock option or compensation plan for officers or employees of the Company or any
Subsidiary, and no payment made for any such purchase (or funds received by
the Company with respect to any such shares) shall be included in any computation
made under this Section 10.05; or (E) the conversion of shares of any class
of stock of the Company into shares of any other class of stock of the
Company, and no such conversion shall be included in any


computation made
under this Section 10.05 otherwise than in accordance with clause (iii)
above.














-45-







amount of
consolidated net income arising subsequent to December 31, 1991, adjustments, if
any, required to eliminate the effect of charges or credits to income or to
retained earnings which result in a reduction or
addition to consolidated net income or retained earnings arising subsequent to
December 31, 1991 shall be made for the following:





(A)
charges for the write-down or write-off or amortization of the excess of the
cost to the Company or a Subsidiary of properties acquired as entireties or
otherwise over the original cost of such properties when first devoted to
public use, which may be required by any rule, regulation or order of any public
body or authority exercising regulatory authority over the accounts of the
Company or such Subsidiary; and





(B)
charges or credits applicable to a period or periods prior to January 1, 1992,
regardless of when recorded.





For
the purposes of this Section 10.05, in determining at any time the amount of any
distribution upon, or consideration applied to the purchase, redemption or other
acquisition of, shares of stock of the company in any case in which such
distribution or consideration is, in whole or in part, in the form of property of any
nature owned by the Company or a Subsidiary, the amount of such distribution
or consideration represented by such property shall be taken as the net amount
(after deducting any applicable reserves) at which such property is carried
on the books of the Company or such Subsidiary, as the case may be, at the date
of such distribution, purchase, redemption or other acquisition.





SECTION 10.06.
WAIVER OF CERTAIN COVENANTS





The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Section 10.04 or 10.05 if, before or after the time for such
compliance, the Holders of at least a majority in principal amount of the
Outstanding Securities of each series shall, by notice to the Trustee, either
waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.








ARTICLE ELEVEN -
REDEMPTION OF SECURITIES





SECTION 11.01.
APPLICABILITY OF ARTICLE





Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise
specified, as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article Eleven; Provided, however, that if any provision of any
such Security shall conflict with any provision of this Article Eleven, the
provision of such Security shall govern. Except as otherwise set forth in any
Security, each Security shall be subject to partial redemption only in the amount of
$1,000 or integral multiples thereof.











-46-











SECTION 11.02.
ELECTION TO REDEEM; NOTICE TO TRUSTEE





The
right of the Company to elect to redeem any Securities of any series shall be set
forth in the terms of such Securities of such series established in
accordance with Section 3.01. In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and shall deliver to the Trustee such documentation a nd records as shall
enable the Trustee to select the Securities to be redeemed pursuant to Section
11.03. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of


such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.





SECTION 11.03.
SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED





If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the outstanding Securities of such series not
previously called for redemption, by such method as may be specified by the
terms of such Securities or, if no such method is so specified, by such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for Redemption of portions of the principal amount of Securities of such
series.





The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities 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 shall relate, in the case of any
Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.





SECTION 11.04.
NOTICE OF REDEMPTION





Notice
of redemption shall be given by the Company or, at the Company's request, by the
Trustee to the Holders of the Securities to be redeemed, by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at such Holder's
address appearing in the Securities Register.





All
notices of redemption shall state:





(1)
the Redemption Date;





(2)
the Redemption Price;











-47-











(3)
if less than all the Outstanding Securities of any series are to be redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Securities to be redeemed;





(4)
that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date;





(5)
the place or places where such Securities are to be surrendered for
payment of the Redemption Price; and





(6)
that the redemption is for a sinking fund, if such is the case.





SECTION 11.05.
DEPOSIT OF REDEMPTION PRICE





on
or before any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.





SECTION 11.06.
SECURITIES PAYABLE ON REDEMPTION DATE





Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
and at the place or places therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price
and accrued interest, if any) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity in on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.





If
any Security called for redemption shall not be so paid upon surrender therefor,
the Redemption Price shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.





SECTION 11.07.
SECURITIES REDEEMED IN PART





Any
Security that is to be redeemed only in part shall be surrendered at the place of
payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to,
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security
without











-48-











service charge, a
new Security or Securities of the same series, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.








ARTICLE TWELVE -
SINKING FUNDS





SECTION 12.01.
APPLICABILITY OF ARTICLE





The
provisions of this Article Twelve shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise contemplated by
Section 3.01 for Securities of such series.





The
minimum amount of any sinking fund payment provided for by the terms of Securities
of any series is herein referred to as a "mandatory sinking fund payment," and
any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any series, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section
12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.





SECTION 12.02.
SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES





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


operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.





SECTION 12.03.
REDEMPTION OF SECURITIES FOR SINKING FUND














-49-








series of
Securities, the Company will deliver to the Trustee an Officers, Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to Section
12.02 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or
payments therein referred
to, if any, on or before the next succeeding sinking fund payment date. In
the case of the failure of the Company to deliver such certificate, the
sinking fund payment due on the next succeeding sinking fund payment date for
that series shall be paid entirely in cash and shall be sufficient to
redeem the principal amount of such Securities subject to a mandatory sinking
fund payment without the option to deliver or credit Securities of such
series as provided in Section 12.02 and without the right to


make any optional
sinking fund payment, if any, with respect to such series.





Not
more than 60 days before each such sinking fund payment date, the Trustee shall
select the Securities of such series to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.





On
or prior to any sinking fund payment date, the Company shall pay to the Trustee in cash
a sum equal to any interest accrued to the date fixed for redemption of
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.03.





This
instrument may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

















-50-

















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





EL
PASO NATURAL GAS COMPANY





By:     /s/
Francis J. Boyle


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





Attest:





By: /s/ Eldon J.
Mitrisin


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





CITIBANK,
N.A.








By:     /s/
P. DeFelice


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





Attest:





By: /s/ Pam J.
Cote


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














-51-


























STATE OF NEW
YORK    )


)


COUNTY OF NEW
YORK )





On
the 16th day of January, 1992, before me personally came Francis J. Boyle to me known,
who being by me duly sworn, did depose and say that he resides at El Paso,
Texas, that he is the Senior Vice President and Chief Financial Officer
of EL PASO NATURAL GAS COMPANY, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name thereto by
like authority.








/s/ Olive M.
Hibbert


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


Notary Public in
and


for the State
of Texas




















STATE OF NEW
YORK   )


)


COUNTY OF NEW
YORK)





On
the 15TH day of January, 1992, before me personally came P. DeFelice to me
known, who being by me duly sworn, did depose and say that he resides
at


4709 100th Street,
Flushing, N. Y. 11358; that he is an Vice President of CITIBANK, N.A., one
of the corporations described in and which executed the foregoing
instrument, and that he signed his name thereto by like authority.





/s/ Nancy H.
Forte


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


Notary
Public