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



                               TEXAS UTILITIES COMPANY

                                          TO

                                 THE BANK OF NEW YORK

                                                       TRUSTEE



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


                                      INDENTURE
                       (FOR UNSECURED DEBT SECURITIES SERIES G)


                             DATED AS OF OCTOBER 1, 1998




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

     <PAGE>
                                         i


                                  TABLE OF CONTENTS


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

               RECITAL OF THE COMPANY

                                     ARTICLE ONE

               Definitions and Other Provisions of General Application

                    SECTION 101.  Definitions . . . . . . . . . . . . .   1
                         Act  . . . . . . . . . . . . . . . . . . . . .   2
                         Affiliate  . . . . . . . . . . . . . . . . . .   2
                         Authenticating Agent . . . . . . . . . . . . .   2
                         Authorized Officer . . . . . . . . . . . . . .   2
                         Board of Directors . . . . . . . . . . . . . .   2
                         Board Resolution . . . . . . . . . . . . . . .   2
                         Business Day . . . . . . . . . . . . . . . . .   2
                         Commission . . . . . . . . . . . . . . . . . .   3
                         Company  . . . . . . . . . . . . . . . . . . .   3
                         Company Request or Company Order . . . . . . .   3
                         Corporate Trust Office . . . . . . . . . . . .   3
                         corporation  . . . . . . . . . . . . . . . . .   3
                         Defaulted Interest . . . . . . . . . . . . . .   3
                         Discount Security  . . . . . . . . . . . . . .   3
                         Dollar or $  . . . . . . . . . . . . . . . . .   3
                         Eligible Obligations . . . . . . . . . . . . .   3
                         Event of Default . . . . . . . . . . . . . . .   3
                         Governmental Authority . . . . . . . . . . . .   3
                         Government Obligations . . . . . . . . . . . .   4
                         Holder . . . . . . . . . . . . . . . . . . . .   4
                         Indenture  . . . . . . . . . . . . . . . . . .   4
                         Interest Payment Date  . . . . . . . . . . . .   4
                         Maturity . . . . . . . . . . . . . . . . . . .   4
                         Officer's Certificate  . . . . . . . . . . . .   4
                         Opinion of Counsel . . . . . . . . . . . . . .   4
                         Outstanding  . . . . . . . . . . . . . . . . .   4
                         Paying Agent . . . . . . . . . . . . . . . . .   6
                         Periodic Offering  . . . . . . . . . . . . . .   6
                         Person . . . . . . . . . . . . . . . . . . . .   6
                         Place of Payment . . . . . . . . . . . . . . .   6
                         Predecessor Security . . . . . . . . . . . . .   6
                         Redemption Date  . . . . . . . . . . . . . . .   6
                         Redemption Price . . . . . . . . . . . . . . .   6
                         Regular Record Date  . . . . . . . . . . . . .   6
                         Required Currency  . . . . . . . . . . . . . .   6

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

     <PAGE>
                                       ii


                         Responsible Officer  . . . . . . . . . . . . .   6
                         Securities . . . . . . . . . . . . . . . . . .   6
                         Security Register and Security Registrar . . .   6
                         Special Record Date  . . . . . . . . . . . . .   7
                         Stated Interest Rate . . . . . . . . . . . . .   7
                         Stated Maturity  . . . . . . . . . . . . . . .   7
                         Subsidiary . . . . . . . . . . . . . . . . . .   7
                         Tranche  . . . . . . . . . . . . . . . . . . .   7
                         Trust Indenture Act  . . . . . . . . . . . . .   7
                         Trustee  . . . . . . . . . . . . . . . . . . .   7
                         United States  . . . . . . . . . . . . . . . .   7
                    SECTION 102.  Compliance Certificates and
                                  Opinions  . . . . . . . . . . . . . .   7
                    SECTION 103.  Form of Documents Delivered to
                                  Trustee . . . . . . . . . . . . . . .   8
                    SECTION 104.  Acts of Holders . . . . . . . . . . .   9
                    SECTION 105.  Notices, etc. to Trustee and
                                  Company . . . . . . . . . . . . . . .  11
                    SECTION 106.  Notice to Holders of Securities;
                                  Waiver  . . . . . . . . . . . . . . .  12
                    SECTION 107.  Conflict with Trust Indenture Act . .  12
                    SECTION 108.  Effect of Headings and Table of
                                  Contents  . . . . . . . . . . . . . .  12
                    SECTION 109.  Successors and Assigns  . . . . . . .  12
                    SECTION 110.  Separability Clause . . . . . . . . .  12
                    SECTION 111.  Benefits of Indenture . . . . . . . .  13
                    SECTION 112.  Governing Law . . . . . . . . . . . .  13
                    SECTION 113.  Legal Holidays  . . . . . . . . . . .  13

                                     ARTICLE TWO

                                    Security Forms

                    SECTION 201.  Forms Generally . . . . . . . . . . .  13
                    SECTION 202.  Form of Trustee's Certificate of
                                  Authentication  . . . . . . . . . . .  14

                                    ARTICLE THREE

                                    The Securities

                    SECTION 301.  Amount Unlimited; Issuable in
                                  Series  . . . . . . . . . . . . . . .  14
                    SECTION 302.  Denominations . . . . . . . . . . . .  18
                    SECTION 303.  Execution, Authentication, Delivery
                                  and Dating  . . . . . . . . . . . . .  18
                    SECTION 304.  Temporary Securities  . . . . . . . .  21
                    SECTION 305.  Registration, Registration of
                                  Transfer and Exchange . . . . . . . .  22
                    SECTION 306.  Mutilated, Destroyed, Lost and
                                  Stolen Securities . . . . . . . . . .  23
                    SECTION 307.  Payment of Interest; Interest Rights
                                  Preserved . . . . . . . . . . . . . .  24
                    SECTION 308.  Persons Deemed Owners . . . . . . . .  25
                    SECTION 309.  Cancellation by Security Registrar  .  25
                    SECTION 310.  Computation of Interest . . . . . . .  26
                    SECTION 311.  Payment to Be in Proper Currency  . .  26
                    SECTION 312.  Extension of Interest Payment . . . .  26

     <PAGE>
                                       iii


                                     ARTICLE FOUR

                               Redemption of Securities

                    SECTION 401.  Applicability of Article  . . . . . .  26
                    SECTION 402.  Election to Redeem; Notice to
                                  Trustee . . . . . . . . . . . . . . .  27
                    SECTION 403.  Selection of Securities to Be
                                  Redeemed  . . . . . . . . . . . . . .  27
                    SECTION 404.  Notice of Redemption  . . . . . . . .  28
                    SECTION 405.  Securities Payable on Redemption
                                  Date  . . . . . . . . . . . . . . . .  29
                    SECTION 406.  Securities Redeemed in Part . . . . .  29

                                     ARTICLE FIVE

                                    Sinking Funds

                    SECTION 501.  Applicability of Article  . . . . . .  30
                    SECTION 502.  Satisfaction of Sinking Fund
                                  Payments with Securities  . . . . . .  30
                    SECTION 503.  Redemption of Securities for Sinking
                                  Fund  . . . . . . . . . . . . . . . .  30

                                     ARTICLE SIX

                                      Covenants

                    SECTION 601.  Payment of Principal, Premium and
                                  Interest  . . . . . . . . . . . . . .  31
                    SECTION 602.  Maintenance of Office or Agency . . .  31
                    SECTION 603.  Money for Securities Payments to Be
                                  Held in Trust . . . . . . . . . . . .  32
                    SECTION 604.  Corporate Existence . . . . . . . . .  33
                    SECTION 605.  Maintenance of Properties . . . . . .  34
                    SECTION 606.  Annual Officer's Certificate as to
                                  Compliance. . . . . . . . . . . . . .  34
                    SECTION 607.  Waiver of Certain Covenants . . . . .  34
                    SECTION 608.  Limitation on Liens . . . . . . . . .  35

                                    ARTICLE SEVEN

                              Satisfaction and Discharge

                    SECTION 701.  Satisfaction and Discharge of
                                  Securities  . . . . . . . . . . . . .  37
                    SECTION 702.  Satisfaction and Discharge of
                                  Indenture . . . . . . . . . . . . . .  40
                    SECTION 703.  Application of Trust Money  . . . . .  41

                                    ARTICLE EIGHT

                             Events of Default; Remedies

                    SECTION 801.  Events of Default . . . . . . . . . .  41
                    SECTION 802.  Acceleration of Maturity; Rescission
                                  and Annulment . . . . . . . . . . . .  43
                    SECTION 803.  Collection of Indebtedness and Suits
                                  for Enforcement by Trustee  . . . . .  44
                    SECTION 804.  Trustee May File Proofs of Claim  . .  44

     <PAGE>
                                       iv


                    SECTION 805.  Trustee May Enforce Claims Without
                                  Possession of Securities  . . . . . .  45
                    SECTION 806.  Application of Money Collected  . . .  45
                    SECTION 807.  Limitation on Suits . . . . . . . . .  46
                    SECTION 808.  Unconditional Right of Holders to
                                  Receive Principal,
                                  Premium and Interest  . . . . . . . .  47
                    SECTION 809.  Restoration of Rights and Remedies  .  47
                    SECTION 810.  Rights and Remedies Cumulative  . . .  47
                    SECTION 811.  Delay or Omission Not Waiver  . . . .  47
                    SECTION 812.  Control by Holders of Securities  . .  47
                    SECTION 813.  Waiver of Past Defaults . . . . . . .  48
                    SECTION 814.  Undertaking for Costs . . . . . . . .  48
                    SECTION 815.  Waiver of Stay or Extension Laws  . .  49

                                     ARTICLE NINE

                                     The Trustee

                    SECTION 901.  Certain Duties and Responsibilities .  49
                    SECTION 902.  Notice of Defaults  . . . . . . . . .  50
                    SECTION 903.  Certain Rights of Trustee . . . . . .  50
                    SECTION 904.  Not Responsible for Recitals or
                                  Issuance of Securities  . . . . . . .  51
                    SECTION 905.  May Hold Securities . . . . . . . . .  51
                    SECTION 906.  Money Held in Trust . . . . . . . . .  51
                    SECTION 907.  Compensation and Reimbursement  . . .  52
                    SECTION 908.  Disqualification; Conflicting
                                  Interests.  . . . . . . . . . . . . .  52
                    SECTION 909.  Corporate Trustee Required;
                                  Eligibility . . . . . . . . . . . . .  53
                    SECTION 910.  Resignation and Removal; Appointment
                                  of Successor  . . . . . . . . . . . .  53
                    SECTION 911.  Acceptance of Appointment by
                                  Successor . . . . . . . . . . . . . .  55
                    SECTION 912.  Merger, Conversion, Consolidation or
                                  Succession to Business  . . . . . . .  57
                    SECTION 913.  Preferential Collection of Claims
                                  Against Company . . . . . . . . . . .  57
                    SECTION 914.  Co-trustees and Separate Trustees.  .  57
                    SECTION 915.  Appointment of Authenticating Agent .  59

                                     ARTICLE TEN

                  Holders' Lists and Reports by Trustee and Company

                    SECTION 1001.  Lists of Holders . . . . . . . . . .  61
                    SECTION 1002.  Reports by Trustee and Company . . .  61

                                    ARTICLE ELEVEN

                 Consolidation, Merger, Conveyance or Other Transfer 

                    SECTION 1101.  Company May Consolidate, etc., Only
                                   on Certain Terms . . . . . . . . . .  61
                    SECTION 1102.  Successor Corporation Substituted  .  62


     <PAGE>
                                       v


                                    ARTICLE TWELVE

                               Supplemental Indentures

                    SECTION 1201.  Supplemental Indentures Without
                                   Consent of Holders  . . . . . . . . . 62
                    SECTION 1202.  Supplemental Indentures With
                                   Consent of Holders  . . . . . . . . . 64
                    SECTION 1203.  Execution of Supplemental
                                   Indentures  . . . . . . . . . . . . . 66
                    SECTION 1204.  Effect of Supplemental Indentures . . 66
                    SECTION 1205.  Conformity With Trust Indenture
                                   Act . . . . . . . . . . . . . . . . . 66
                    SECTION 1206.  Reference in Securities to
                                   Supplemental Indentures . . . . . . . 66
                    SECTION 1207.  Modification Without Supplemental
                                   Indenture . . . . . . . . . . . . . . 66

                                   ARTICLE THIRTEEN

                     Meetings of Holders; Action Without Meeting

                    SECTION 1301.  Purposes for Which Meetings May Be
                                   Called  . . . . . . . . . . . . . . . 67
                    SECTION 1302.  Call, Notice and Place of Meetings  . 67
                    SECTION 1303.  Persons Entitled to Vote at
                                   Meetings  . . . . . . . . . . . . . . 68
                    SECTION 1304.  Quorum; Action  . . . . . . . . . . . 68
                    SECTION 1305.  Attendance at Meetings;
                                   Determination of Voting Rights;
                                   Conduct and Adjournment of Meetings . 69
                    SECTION 1306.  Counting Votes and Recording Action
                                   of Meetings . . . . . . . . . . . . . 70
                    SECTION 1307.  Action Without Meeting  . . . . . . . 70

                                   ARTICLE FOURTEEN

           Immunity of Incorporators, Shareholders, Officers and Directors

                    SECTION 1401.  Liability Solely Corporate  . . . . . 70

                                   ARTICLE FIFTEEN

                                    Series G Notes

                    SECTION 1501.  Designation of Series G Notes . . . . 71

          Testimonium  . . . . . . . . . . . . . . . . . . . . . . . . . 72

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 73

          Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . 74


     <PAGE>

                               TEXAS UTILITIES COMPANY

              RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                      AND INDENTURE, DATED AS OF OCTOBER 1, 1998


          TRUST INDENTURE ACT SECTION                     INDENTURE SECTION

          Section 310    (a)(1) . . . . . . . . . . . . . . . . . . . . 909
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 909
               (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . 914
               (a)(4) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 908
                                                                        910
          Section 311    (a)  . . . . . . . . . . . . . . . . . . . . . 913
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 913
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 913
          Section 312    (a)  . . . . . . . . . . . . . . . . . . . .  1001
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . .  1001
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . .  1001
          Section 313    (a)  . . . . . . . . . . . . . . . . . . . .  1002
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . .  1002
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . .  1002
          Section 314    (a)  . . . . . . . . . . . . . . . . . . . .  1002
               (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . 606
               (b)  . . . . . . . . . . . . . . . . . . . .  Not Applicable
               (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 102
               (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 102
               (c)(3) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (d)  . . . . . . . . . . . . . . . . . . . .  Not Applicable
               (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . 102
          Section 315    (a)  . . . . . . . . . . . . . . . . . . . . . 901
                                                                        903
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 902
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 901
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . 901
               (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . 814
          Section 316    (a)  . . . . . . . . . . . . . . . . . . . . . 812
                                                                        813
               (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . 802
                                                                        812
               (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . 813
               (a)(2) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 808
          Section 317    (a)(1) . . . . . . . . . . . . . . . . . . . . 803
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 804
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 603
          Section 318    (a)  . . . . . . . . . . . . . . . . . . . . . 107


     <PAGE>

                    INDENTURE, dated as of October 1, 1998, between TEXAS
          UTILITIES COMPANY, a corporation duly organized and existing
          under the laws of the State of Texas (herein called the
          "Company"), having its principal office at Energy Plaza, 1601
          Bryan Street, Dallas, Texas  75201, and THE BANK OF NEW YORK, a
          banking corporation of the State of New York, having its
          principal corporate trust office at 101 Barclay Street, New York,
          New York  10286, as Trustee (herein called the "Trustee").

                                RECITAL 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"), in an unlimited
          aggregate principal amount to be issued in one or more series as
          contemplated herein; and all acts necessary to make this
          Indenture a valid agreement of the Company have been performed.

                    For all purposes of this Indenture, except as otherwise
          expressly provided or unless the context otherwise requires,
          capitalized terms used herein shall have the meanings assigned to
          them in Article One of this Indenture.

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                     ARTICLE ONE

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  DEFINITIONS.

                    For all purposes of this Indenture, except as otherwise
          expressly provided or unless the context otherwise requires:

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

                    (b)  all terms used herein without definition which are
               defined in the Trust Indenture Act, either directly or by
               reference therein, have the meanings assigned to them
               therein;

                    (c)  all accounting terms not otherwise defined herein
               have the meanings assigned to them in accordance with
               generally accepted accounting principles in the United
               States, 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 in the United States at the date of such
               computation or, at the

     <PAGE>
                                      -2-


               election of the Company from time to time, at the date of
               the execution and delivery of this Indenture; provided,
               however, that in determining generally accepted accounting
               principles applicable to the Company, the Company shall, to
               the extent required, conform to any order, rule or
               regulation of any administrative agency, regulatory
               authority or other governmental body having jurisdiction
               over the Company; and

                    (d)  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 Nine, are
          defined in that Article.

                    "ACT", when used with respect to any Holder of a
          Security, has the meaning specified in Section 104.

                    "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 through
          one or more intermediaries, whether through the ownership of
          voting securities, by contract or otherwise; and the terms
          "CONTROLLING" and "CONTROLLED" have meanings correlative to the
          foregoing.

                    "AUTHENTICATING AGENT" means any Person (other than the
          Company or an Affiliate of the Company) authorized by the Trustee
          pursuant to Section 915 to act on behalf of the Trustee to
          authenticate one or more series of Securities or Tranche thereof.

                    "AUTHORIZED OFFICER" means the Chairman of the Board,
          the President, any Vice President, the Treasurer, any Assistant
          Treasurer, or any other officer or agent of the company duly
          authorized by the Board of Directors to act in respect of matters
          relating to this Indenture.

                    "BOARD OF DIRECTORS" means either the board of
          directors of the Company or any committee thereof duly authorized
          to act in respect of matters relating to this Indenture.

                    "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", when used with respect to a Place of
          Payment or any other particular location specified in the
          Securities or this Indenture, means any day, other than a
          Saturday or Sunday, which is not a day on which banking
          institutions or trust companies in such Place of Payment or other
          location are generally authorized or required by law, regulation
          or executive order to remain closed, except as may be otherwise
          specified as contemplated by Section 301.


     <PAGE>
                                      -3-


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

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

                    "COMPANY REQUEST" or "COMPANY ORDER" means a written
          request or order signed in the name of the Company by an
          Authorized Officer and delivered to the Trustee.

                    "CORPORATE TRUST OFFICE" means the office of the
          Trustee at which at any particular time its corporate trust
          business shall be principally administered, which office at the
          date of execution and delivery of this Indenture is located at
          101 Barclay Street, New York, New York  10286.

                    "CORPORATION" means a corporation, association,
          company, limited liability company, joint stock company or
          business trust.

                    "DEFAULTED INTEREST" has the meaning specified in
          Section 307.

                    "DISCOUNT SECURITY" means any Security which provides
          for an amount less than the principal amount thereof to be due
          and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 802.  "Interest" with respect to a
          Discount Security means interest, if any, borne by such Security
          at a Stated Interest Rate.

                    "DOLLAR" or "$" means a dollar or other equivalent unit
          in such coin or currency of the United States as at the time
          shall be legal tender for the payment of public and private
          debts.

                    "ELIGIBLE OBLIGATIONS" means:

                    (a)  with respect to Securities denominated in Dollars,
               Government Obligations; or

                    (b)  with respect to Securities denominated in a
               currency other than Dollars or in a composite currency, such
               other obligations or instruments as shall be specified with
               respect to such Securities, as contemplated by Section 301.

                    "EVENT OF DEFAULT" has the meaning specified in Section
          801.

                    "GOVERNMENTAL AUTHORITY" means the government of the
          United States or of any State or Territory thereof or of the
          District of Columbia or of any county, municipality or other
          political subdivision of any of the foregoing, or any department,
          agency, authority or other instrumentality of any of the
          foregoing.


     <PAGE>
                                      -4-


                    "GOVERNMENT OBLIGATIONS" means:

                    (a)  direct obligations of, or obligations the
               principal of and interest on which are unconditionally
               guaranteed by, the United States and entitled to the benefit
               of the full faith and credit thereof; and

                    (b)  certificates, depositary receipts or other
               instruments which evidence a direct ownership interest in
               obligations described in clause (a) above or in any specific
               interest or principal payments due in respect thereof;
               provided, however, that the custodian of such obligations or
               specific interest or principal payments shall be a bank or
               trust company (which may include the Trustee or any Paying
               Agent) subject to Federal or state supervision or
               examination with a combined capital and surplus of at least
               $50,000,000; and provided, further, that except as may be
               otherwise required by law, such custodian shall be obligated
               to pay to the holders of such certificates, depositary
               receipts or other instruments the full amount received by
               such custodian in respect of such obligations or specific
               payments and shall not be permitted to make any deduction
               therefrom.

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

               "INDENTURE" means this instrument as originally executed and
          delivered and 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 and shall
          include the terms of a particular series of Securities
          established as contemplated by Section 301.

               "INTEREST PAYMENT DATE", when used with respect to any
          Security, means the Stated Maturity of an installment of interest
          on such Security.

               "MATURITY", when used with respect to any Security, means
          the date on which the principal of such Security or an
          installment of principal becomes due and payable as provided in
          such Security or in this Indenture, whether at the Stated
          Maturity, by declaration of acceleration, upon call for
          redemption or otherwise.

               "OFFICER'S CERTIFICATE" means a certificate signed by an
          Authorized Officer and delivered to the Trustee.

               "OPINION OF COUNSEL" means a written opinion of counsel, who
          may be counsel for the Company, or other counsel acceptable to
          the Trustee.

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


     <PAGE>
                                      -5-


                    (a)  Securities theretofore canceled or delivered to
               the Security Registrar for cancellation;

                    (b)  Securities deemed to have been paid in accordance
               with Section 701; and

                    (c)  Securities which have been paid pursuant to
               Section 306 or in exchange for or in lieu of which other
               Securities have been authenticated and delivered pursuant to
               this Indenture, other than any such Securities in respect of
               which there shall have been presented to the Trustee proof
               satisfactory to it and the Company that such Securities are
               held by a bona fide purchaser or purchasers in whose hands
               such Securities are valid obligations of the Company;

          provided, however, that in determining whether or not the Holders
          of the requisite principal amount of the Securities Outstanding
          under this Indenture, or the Outstanding Securities of any series
          or Tranche, have given any request, demand, authorization,
          direction, notice, consent or waiver hereunder or whether or not
          a quorum is present at a meeting of Holders of Securities,

                    (x)  Securities owned by the Company or any other
               obligor upon the Securities or any Affiliate of the Company
               or of such other obligor (unless the Company, such Affiliate
               or such obligor owns all Securities Outstanding under this
               Indenture, or (except for the purposes of actions to be
               taken by Holders of (i) more than one series voting as a
               class under Section 812 or (ii) more than one series or more
               than one Tranche, as the case may be, voting as a class
               under Section 1202) all Outstanding Securities of each such
               series and each such Tranche, as the case may be, determined
               without regard to this clause (x)) 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 or upon any such determination as to the
               presence of a quorum, only Securities which the Trustee
               knows to be so owned shall be so disregarded; provided,
               however, that 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 Affiliate of the Company or of such other
               obligor; and

                    (y)  the principal amount of a Discount Security that
               shall be deemed to be Outstanding for such purposes shall be
               the amount of the principal thereof that would be due and
               payable as of the date of such determination upon a
               declaration of acceleration of the Maturity thereof pursuant
               to Section 802;

          provided, further, that, in the case of any Security the
          principal of which is payable from time to time without
          presentment or surrender, the principal amount of such Security
          that shall be deemed to be Outstanding at any time for all
          purposes of this Indenture shall be the original principal amount
          thereof less the aggregate amount of principal thereof
          theretofore paid.


     <PAGE>
                                      -6-


               "PAYING AGENT" means any Person, including the Company,
          authorized by the Company to pay the principal of, and premium,
          if any, or interest, if any, on any Securities on behalf of the
          Company.

               "PERIODIC OFFERING" means an offering of Securities of a
          series from time to time any or all of the specific terms of
          which Securities, including without limitation the rate or rates
          of interest, if any, thereon, the Stated Maturity or Maturities
          thereof and the redemption provisions, if any, with respect
          thereto, are to be determined by the Company or its agents upon
          the issuance of such Securities.

               "PERSON" means any individual, corporation, partnership,
          joint venture, trust or unincorporated organization or any
          Governmental Authority.

               "PLACE OF PAYMENT", when used with respect to the Securities
          of any series, or any Tranche thereof, means the place or places,
          specified as contemplated by Section 301, at which, subject to
          Section 602, principal of and premium, if any, and interest, if
          any, on the Securities of such series or Tranche are payable.

               "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 306 in exchange for or in lieu of a
          mutilated, destroyed, lost or stolen Security shall be deemed (to
          the extent lawful) to evidence the same debt as the mutilated,
          destroyed, lost or stolen Security.

               "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
          pursuant to this Indenture.

               "REGULAR RECORD DATE" for the interest payable on any
          Interest Payment Date on the Securities of any series means the
          date specified for that purpose as contemplated by Section 301.

               "REQUIRED CURRENCY" has the meaning specified in Section
          311.

               "RESPONSIBLE OFFICER", when used with respect to the
          Trustee, means any officer of the Trustee assigned by the Trustee
          to administer its corporate trust matters.

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

               "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
          respective meanings specified in Section 305.


     <PAGE>
                                      -7-


               "SPECIAL RECORD DATE" for the payment of any Defaulted
          Interest on the Securities of any series means a date fixed by
          the Trustee pursuant to Section 307.

               "STATED INTEREST RATE" means a rate (whether fixed or
          variable) at which an obligation by its terms is stated to bear
          simple interest.  Any calculation or other determination to be
          made under this Indenture by reference to the Stated Interest
          Rate on a Security shall be made without regard to the effective
          interest cost to the Company of such Security and without regard
          to the Stated Interest Rate on, or the effective cost to the
          Company of, any other indebtedness in respect of which the
          Company's obligations are evidenced or secured in whole or in
          part by such Security.

               "STATED MATURITY", when used with respect to any obligation
          or any installment of principal thereof or interest thereon,
          means the date on which the principal of such obligation or such
          installment of principal or interest is stated to be due and
          payable (without regard to any provisions for redemption,
          prepayment, acceleration, purchase or extension).

               "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.  For the
          purposes of this definition, "voting stock" means stock that
          ordinarily has voting power for the election of directors,
          whether at all times or only so long as no senior class of stock
          has such voting power by reason of any contingency.

               "TRANCHE" means a group of Securities which (a) are of the
          same series and (b) have identical terms except as to principal
          amount and/or date of issuance.

               "TRUST INDENTURE ACT" means, as of any time, the Trust
          Indenture Act of 1939, or any successor statute, as in effect at
          such time.

               "TRUSTEE" means the Person named as the "Trustee" in the
          first paragraph of this Indenture until a successor Trustee shall
          have become such with respect to one or more series of Securities
          pursuant to the applicable provisions of this Indenture, and
          thereafter "Trustee" shall mean or include each Person who is
          then a Trustee hereunder, and if at any time there is more than
          one such Person, "Trustee" as used with respect to the Securities
          of any series shall mean the Trustee with respect to Securities
          of that series.

               "UNITED STATES" means the United States of America, its
          Territories, its possessions and other areas subject to its
          political jurisdiction.

          SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

                    Except as otherwise expressly provided in this
          Indenture, upon any application or request by the Company to the
          Trustee to take any action under any provision of this Indenture,
          the Company shall, if requested by the Trustee, furnish to the
          Trustee an Officer's Certificate stating that all


     <PAGE>
                                      -8-


          conditions precedent, if any, provided for in this Indenture
          relating to the proposed action (including any covenants
          compliance with which constitutes a condition precedent) 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.

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

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

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

                    (c)  a statement that, in the opinion of each such
               Person, such Person has made such examination or
               investigation as is necessary to enable such Person to
               express an informed opinion as to whether or not such
               covenant or condition has been complied with; and

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

          SECTION 103.  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 such Officer's Certificate or
          opinion are 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.


     <PAGE>
                                      -9-


                    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.

                    Whenever, subsequent to the receipt by the Trustee of
          any Board Resolution, Officer's Certificate, Opinion of Counsel
          or other document or instrument, a clerical, typographical or
          other inadvertent or unintentional error or omission shall be
          discovered therein, a new document or instrument may be
          substituted therefor in corrected form with the same force and
          effect as if originally filed in the corrected form and,
          irrespective of the date or dates of the actual execution and/or
          delivery thereof, such substitute document or instrument shall be
          deemed to have been executed and/or delivered as of the date or
          dates required with respect to the document or instrument for
          which it is substituted.  Anything in this Indenture to the
          contrary notwithstanding, if any such corrective document or
          instrument indicates that action has been taken by or at the
          request of the Company which could not have been taken had the
          original document or instrument not contained such error or
          omission, the action so taken shall not be invalidated or
          otherwise rendered ineffective but shall be and remain in full
          force and effect, except to the extent that such action was a
          result of willful misconduct or bad faith.  Without limiting the
          generality of the foregoing, any Securities issued under the
          authority of such defective document or instrument shall
          nevertheless be the valid obligations of the Company entitled to
          the benefits of this Indenture equally and ratably with all other
          Outstanding Securities, except as aforesaid.

          SECTION 104.  ACTS OF HOLDERS.

                    (a)       Any request, demand, authorization,
               direction, notice, consent, election, waiver or other action 
               provided by this Indenture to be made, given or taken by
               Holders 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
               or, alternatively, may be embodied in and evidenced by the
               record of Holders voting in favor thereof, either in person
               or by proxies duly appointed in writing, at any meeting of
               Holders duly called and held in accordance with the
               provisions of Article Thirteen, or a combination of such
               instruments and any such record.  Except as herein otherwise
               expressly provided, such action shall become effective when
               such instrument or instruments or record or both are
               delivered to the Trustee and, where it is hereby expressly
               required, to the Company.  Such instrument or instruments
               and any such record (and the action embodied therein and
               evidenced thereby) are herein sometimes referred to as the
               "Act" of the Holders signing such instrument or instruments
               and so voting at any such meeting.  Proof of execution of
               any such instrument or of a writing appointing any such
               agent, or of the holding by any Person of a Security, shall
               be sufficient for any purpose of this Indenture and (subject
               to Section 901) conclusive in favor of the Trustee and the
               Company, if made in the manner provided in this Section. 
               The record of any meeting of Holders shall be proved in the
               manner provided in Section 1306.


     <PAGE>
                                      -10-


                    (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 or may be proved in any other
               manner which the Trustee and the Company deem sufficient. 
               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.

                    (c)  The principal amount (except as otherwise
               contemplated in clause (y) of the first proviso to the
               definition of Outstanding) and serial numbers of Securities
               held by any Person, and the date of holding the same, shall
               be proved by the Security Register.

                    (d)  Any request, demand, authorization, direction,
               notice, consent, election, waiver or other Act of a Holder
               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.

                    (e)  Until such time as written instruments shall have
               been delivered to the Trustee with respect to the requisite
               percentage of principal amount of Securities for the action
               contemplated by such instruments, any such instrument
               executed and delivered by or on behalf of a Holder may be
               revoked with respect to any or all of such Securities by
               written notice by such Holder or any subsequent Holder,
               proven in the manner in which such instrument was proven.

                    (f)  Securities of any series, or any Tranche thereof,
               authenticated and delivered after any Act of Holders may,
               and shall if required by the Trustee, bear a notation in
               form approved by the Trustee as to any action taken by such
               Act of Holders.  If the Company shall so determine, new
               Securities of any series, or any Tranche thereof, so
               modified as to conform, in the opinion of the Trustee and
               the Company, to such action may be prepared and executed by
               the Company and authenticated and delivered by the Trustee
               in exchange for Outstanding Securities of such series or
               Tranche.

                    (g)  If the Company shall solicit from Holders any
               request, demand, authorization, direction, notice, consent,
               waiver or other Act, the Company may, at its option, fix in
               advance a record date for the determination of Holders
               entitled to give such request, demand, authorization,
               direction, notice, consent, waiver or other Act, but the
               Company shall have no obligation to do so.  If such a record
               date is fixed, such request, demand, authorization,
               direction, notice, consent, waiver or other Act may be given
               before or after such record date, but only the Holders of
               record at the close of business on the record date


     <PAGE>
                                      -11-


               shall be deemed to be Holders for the purposes of
               determining whether Holders of the requisite proportion of
               the Outstanding Securities have authorized or agreed or
               consented to such request, demand, authorization, direction,
               notice, consent, waiver or other Act, and for that purpose
               the Outstanding Securities shall be computed as of the
               record date.

          SECTION 105.  NOTICES, ETC. TO TRUSTEE AND COMPANY.

                    Any request, demand, authorization, direction, notice,
          consent, election, 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, the Trustee by any Holder or by the
          Company, or 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 delivered personally to an
          officer or other responsible employee of the addressee, or
          transmitted by facsimile transmission or other direct written
          electronic means to such telephone number or other electronic
          communications address as the parties hereto shall from time to
          time designate, or transmitted by certified or registered mail,
          charges prepaid, to the applicable address set opposite such
          party's name below or to such other address as either party
          hereto may from time to time designate:

                    If to the Trustee, to:

                    The Bank of New York
                    101 Barclay Street 21W
                    New York, New York  10286

                    Attention:     Vice President, Corporate Trust
                                   Administration
                    Telephone:     (212) 815-5375
                    Telecopy:      (212) 815-5915

                    If to the Company, to:

                    Texas Utilities Company
                    Energy Plaza
                    1601 Bryan Street
                    Dallas, Texas  75201

                    Attention:     Treasurer
                    Telephone:     (214) 812-4646
                    Telecopy:      (214) 812-3366


                    Any communication contemplated herein shall be deemed
          to have been made, given, furnished and filed if personally
          delivered, on the date of delivery, if transmitted by facsimile
          transmission or other direct written electronic means, on the
          date of transmission, and if transmitted by certified or
          registered mail, on the date of receipt.


      <PAGE>
                                      -12-


          SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

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

                    In case by reason of the suspension of regular mail
          service or by reason of any other cause it shall be impracticable
          to give such notice to Holders by mail, then such notification as
          shall be made with the approval of the Trustee shall constitute a
          sufficient notification for every purpose hereunder.  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.

                    Any notice required by this Indenture may be waived in
          writing by the Person entitled to receive such notice, either
          before or after the event otherwise to be specified therein, 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.

          SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

                    If any provision of this Indenture limits, qualifies or
          conflicts with another provision hereof which is required or
          deemed to be included in this Indenture by, or is otherwise
          governed by, any of the provisions of the Trust Indenture Act,
          such other provision shall control; and if any provision hereof
          otherwise conflicts with the Trust Indenture Act, the Trust
          Indenture Act shall control.

          SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

          SECTION 109.  SUCCESSORS AND ASSIGNS.

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

          SECTION 110.  SEPARABILITY CLAUSE.

                    In case any provision in this Indenture or 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.


     <PAGE>
                                      -13-


          SECTION 111.  BENEFITS OF INDENTURE.

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

          SECTION 112.  GOVERNING LAW.

                    THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
          AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
          YORK, EXCEPT TO THE EXTENT THAT THE LAW OF ANY OTHER JURISDICTION
          SHALL BE MANDATORILY APPLICABLE.

          SECTION 113.  LEGAL HOLIDAYS.

                    In any case where any Interest Payment Date, Redemption
          Date or Stated Maturity of any Security shall not be a Business
          Day at any Place of Payment, then (notwithstanding any other
          provision of this Indenture or of the Securities other than a
          provision in Securities of any series, or any Tranche thereof, or
          in the Board Resolution or Officer's Certificate which
          establishes the terms of the Securities of such series or
          Tranche, which specifically states that such provision shall
          apply in lieu of this Section) payment of interest or principal
          and premium, if any, need not be made at such Place of Payment on
          such date, but may be made on the next succeeding Business Day at
          such Place of Payment, with the same force and effect, and in the
          same amount,  as if made on the Interest Payment Date or
          Redemption Date, or at the Stated Maturity, as the case may be,
          and, if such payment is made or duly provided for on such
          Business Day, no interest shall accrue on the amount so payable
          for the period from and after such Interest Payment Date,
          Redemption Date or Stated Maturity, as the case may be, to such
          Business Day.


                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.  FORMS GENERALLY.

                    The definitive Securities of each series shall be in
          substantially the form or forms thereof established in the
          indenture supplemental hereto establishing such series or in a
          Board Resolution establishing such series, or in an Officer's
          Certificate pursuant to such supplemental indenture or Board
          Resolution, in each case with such appropriate insertions,
          omissions, substitutions and other variations as are required or
          permitted by this Indenture, and may have such letters, numbers
          or other marks of identification and such legends or endorsements
          placed thereon as may be required to comply with the rules of any
          securities exchange or as may, consistently herewith, be
          determined by the officers executing such Securities, as
          evidenced by their execution of the Securities.  If the form or
          forms of Securities of any series are established in a Board
          Resolution or in an Officer's Certificate pursuant


     <PAGE>
                                      -14-


          to a Board Resolution, such Board Resolution and Officer's
          Certificate, if any, shall be delivered to the Trustee at or
          prior to the delivery of the Company Order contemplated by
          Section 303 for the authentication and delivery of such
          Securities.

                    Unless otherwise specified as contemplated by Sections
          301 or 1201(g), the Securities of each series shall be issuable
          in registered form without coupons.  The definitive Securities
          shall be produced in such manner as shall be determined by the
          officers executing such Securities, as evidenced by their
          execution thereof.

          SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                    The Trustee's certificate of authentication shall be in
          substantially the form set forth below:

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

          Dated:
                                             ------------------------------
                                             as Trustee


                                             By:
                                                ---------------------------
                                                  Authorized Signatory


                                    ARTICLE THREE

                                    THE SECURITIES


          SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                    The aggregate principal amount of Securities which may
          be authenticated and delivered under this Indenture is unlimited.

                    The Securities may be issued in one or more series. 
          Subject to the last paragraph of this Section, prior to the
          authentication and delivery of Securities of any series there
          shall be established by specification in a supplemental indenture
          or in a Board Resolution, or in an Officer's Certificate pursuant
          to a supplemental indenture or a Board Resolution:

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


     <PAGE>
                                      -15-


                    (b)  any limit upon the aggregate principal amount of
               the Securities of such series which may be authenticated and
               delivered under this Indenture (except for Securities
               authenticated and delivered upon registration of transfer
               of, or in exchange for, or in lieu of, other Securities of
               such series pursuant to Section 304, 305, 306, 406 or 1206
               and except for any Securities which, pursuant to Section
               303, are deemed never to have been authenticated and
               delivered hereunder);

                    (c)  the Person or Persons (without specific
               identification) to whom interest on Securities of such
               series, or any Tranche thereof, shall be payable on any
               Interest Payment Date, if other than the Persons in whose
               names such Securities (or one or more Predecessor
               Securities) are registered at the close of business on the
               Regular Record Date for such interest;

                    (d)  the date or dates on which the principal of the
               Securities of such series, or any Tranche thereof, is
               payable or any formulary or other method or other means by
               which such date or dates shall be determined, by reference
               to an index or other fact or event ascertainable outside of
               this Indenture or otherwise (without regard to any
               provisions for redemption, prepayment, acceleration,
               purchase or extension);

                    (e)  the rate or rates at which the Securities of such
               series, or any Tranche thereof, shall bear interest, if any
               (including the rate or rates at which overdue principal
               shall bear interest, if different from the rate or rates at
               which such Securities shall bear interest prior to Maturity,
               and, if applicable, the rate or rates at which overdue
               premium or interest shall bear interest, if any), or any
               formulary or other method or other means by which such rate
               or rates shall be determined, by reference to an index or
               other fact or event ascertainable outside of this Indenture
               or otherwise; the date or dates from which such interest
               shall accrue; the Interest Payment Dates on which such
               interest shall be payable and the Regular Record Date, if
               any, for the interest payable on such Securities on any
               Interest Payment Date; the right of the Company, if any, to
               extend the interest payment periods and the duration of any
               such extension as contemplated by Section 312; and the basis
               of computation of interest, if other than as provided in
               Section 310;

                    (f)  the place or places at which or methods by which
               (1) the principal of and premium, if any, and interest, if
               any, on Securities of such series, or any Tranche thereof,
               shall be payable, (2) registration of transfer of Securities
               of such series, or any Tranche thereof, may be effected, (3)
               exchanges of Securities of such series, or any Tranche
               thereof, may be effected and (4) notices and demands to or
               upon the Company in respect of the Securities of such
               series, or any Tranche thereof, and this Indenture may be
               served; the Security Registrar for such series or Tranche;
               and if such is the case, that the principal of such
               Securities shall be payable without presentment or surrender
               thereof;

                    (g)  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


     <PAGE>
                                      -16-


               which the Securities of such series, or any Tranche thereof,
               may be redeemed, in whole or in part, at the option of the
               Company and any restrictions on such redemptions, including
               but not limited to a restriction on a partial redemption by
               the Company of the Securities of any series, or any Tranche
               thereof, resulting in delisting of such Securities from any
               national exchange;

                    (h)  the obligation or obligations, if any, of the
               Company to redeem or purchase the Securities of such series,
               or any Tranche thereof, pursuant to any sinking fund or
               other mandatory redemption provisions or at the option of a
               Holder thereof 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 such Securities shall be
               redeemed or purchased, in whole or in part, pursuant to such
               obligation, and applicable exceptions to the requirements of
               Section 404 in the case of mandatory redemption or
               redemption at the option of the Holder;

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

                    (j)  the currency or currencies, including composite
               currencies, in which payment of the principal of and
               premium, if any, and interest, if any, on the Securities of
               such series, or any Tranche thereof, shall be payable (if
               other than in Dollars);

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

                    (l)  if the principal of or premium, if any, or
               interest, if any, on the Securities of such series, or any
               Tranche thereof, are to be payable, or are to be payable at
               the election of the Company or a Holder thereof, in
               securities or other property, the type and amount of such
               securities or other property, or the formulary or other
               method or other means by which such amount shall be
               determined, and the period or periods within which, and the
               terms and conditions upon which, any such election may be
               made;

                    (m)  if the amount payable in respect of principal of
               or premium, if any, or interest, if any, on the Securities
               of such series, or any Tranche thereof, may be determined
               with reference to an index or other fact or event
               ascertainable outside of this Indenture, the manner in which
               such amounts shall be determined to the extent not
               established pursuant to clause (e) of this paragraph;


     <PAGE>
                                      -17-


                    (n)  if other than the principal amount thereof, the
               portion of the principal amount of Securities of such
               series, or any Tranche thereof, which shall be payable upon
               declaration of acceleration of the Maturity thereof pursuant
               to Section 802;

                    (o)  any Events of Default, in addition to those
               specified in Section 801, with respect to the Securities of
               such series, and any covenants of the Company for the
               benefit of the Holders of the Securities of such series, or
               any Tranche thereof, in addition to those set forth in
               Article Six;

                    (p)  the terms, if any, pursuant to which the
               Securities of such series, or any Tranche thereof, may be
               converted into or exchanged for shares of capital stock or
               other securities of the Company or any other Person;

                    (q)  the obligations or instruments, if any, which
               shall be considered to be Eligible Obligations in respect of
               the Securities of such series, or any Tranche thereof,
               denominated in a currency other than Dollars or in a
               composite currency, and any additional or alternative
               provisions for the reinstatement of the Company's
               indebtedness in respect of such Securities after the
               satisfaction and discharge thereof as provided in Section
               701;

                    (r)  if the Securities of such series, or any Tranche
               thereof, are to be issued in global form, (i) any
               limitations on the rights of the Holder or Holders of such
               Securities to transfer or exchange the same or to obtain the
               registration of transfer thereof, (ii) any limitations on
               the rights of the Holder or Holders thereof to obtain
               certificates therefor in definitive form in lieu of
               temporary form and (iii) any and all other matters
               incidental to such Securities;

                    (s)  if the Securities of such series, or any Tranche
               thereof, are to be issuable as bearer securities, any and
               all matters incidental thereto which are not specifically
               addressed in a supplemental indenture as contemplated by
               clause (g) of Section 1201;

                    (t)  to the extent not established pursuant to clause
               (r) of this paragraph, any limitations on the rights of the
               Holders of the Securities of such Series, or any Tranche
               thereof, to transfer or exchange such Securities or to
               obtain the registration of transfer thereof; and if a
               service charge will be made for the registration of transfer
               or exchange of Securities of such series, or any Tranche
               thereof, the amount or terms thereof;

                    (u)  any exceptions to Section 113, or variation in the
               definition of Business Day, with respect to the Securities
               of such series, or any Tranche thereof; 

                    (v)  any collateral security, assurance or guarantee
               for the Securities of such series;


     <PAGE>
                                      -18-


                    (w)  the non-applicability of Section 608 to the
               Securities of such Series or any exceptions or modifications
               of Section 608 with respect to the Securities of such
               Series;

                    (x)  any rights or duties of another Person to assume
               the obligations of the Company with respect to the
               Securities of such series (whether as joint obligor, primary
               obligor, secondary obligor or substitute obligor) and any
               rights or duties to discharge and release any obligor with
               respect to the Securities of such series or the Indenture to
               the extent related to such series; and

                    (y)  any other terms of the Securities of such series,
               or any Tranche thereof, not inconsistent with the provisions
               of this Indenture.

                    With respect to Securities of a series subject to a
          Periodic Offering, the indenture supplemental hereto or the Board
          Resolution which establishes such series, or the Officer's
          Certificate pursuant to such supplemental indenture or Board
          Resolution, as the case may be, may provide general terms or
          parameters for Securities of such series and provide either that
          the specific terms of Securities of such series, or any Tranche
          thereof, shall be specified in a Company Order or that such terms
          shall be determined by the Company or its agents in accordance
          with procedures specified in a Company Order as contemplated by
          the clause (b) of Section 303.

          SECTION 302.  DENOMINATIONS.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, the Securities of each series shall be issuable in
          denominations of $1,000 and any integral multiple thereof.

          SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, the Securities shall be executed on behalf of the
          Company by an Authorized Officer and may have the corporate seal
          of the Company affixed thereto or reproduced thereon attested by
          any other Authorized Officer or by the Secretary or an Assistant
          Secretary of the Company.  The signature of any or all of these
          officers on the Securities may be manual or facsimile.

                    Securities bearing the manual or facsimile signatures
          of individuals who were at the time of execution Authorized
          Officers or the Secretary or an Assistant Secretary of the
          Company shall bind the Company, notwithstanding that such
          individuals or any of them have ceased to hold such offices prior
          to the authentication and delivery of such Securities or did not
          hold such offices at the date of such Securities.


     <PAGE>
                                      -19-


                    The Trustee shall authenticate and deliver Securities
          of a series, for original issue, at one time or from time to time
          in accordance with the Company Order referred to below, upon
          receipt by the Trustee of:

                    (a)  the instrument or instruments establishing the
               form or forms and terms of such series, as provided in
               Sections 201 and 301;

                    (b)  a Company Order requesting the authentication and
               delivery of such Securities and, to the extent that the
               terms of such Securities shall not have been established in
               an indenture supplemental hereto or in a Board Resolution,
               or in an Officer's Certificate pursuant to a supplemental
               indenture or Board Resolution, all as contemplated by
               Sections 201 and 301, either (i) establishing such terms or
               (ii) in the case of Securities of a series subject to a
               Periodic Offering, specifying procedures, acceptable to the
               Trustee, by which such terms are to be established (which
               procedures may provide, to the extent acceptable to the
               Trustee, for authentication and delivery pursuant to oral or
               electronic instructions from the Company or any agent or
               agents thereof, which oral instructions are to be promptly
               confirmed electronically or in writing), in either case in
               accordance with the instrument or instruments delivered
               pursuant to clause (a) above;

                    (c)  the Securities of such series, executed on behalf
               of the Company by an Authorized Officer; 

                    (d)  an Opinion of Counsel to the effect that:

                         (i)  the form or forms of such Securities have
                    been duly authorized by the Company and have been
                    established in conformity with the provisions of this
                    Indenture;

                         (ii)  the terms of such Securities have been duly
                    authorized by the Company and have been established in
                    conformity with the provisions of this Indenture; and

                         (iii)  such Securities, when authenticated and
                    delivered by the Trustee and issued and delivered by
                    the Company in the manner and subject to any conditions
                    specified in such Opinion of Counsel, will have been
                    duly issued under this Indenture and will constitute
                    valid and legally binding obligations of the Company,
                    entitled to the benefits provided by this Indenture,
                    and enforceable in accordance with their terms,
                    subject, as to enforcement, to laws relating to or
                    affecting generally the enforcement of creditors'
                    rights, including, without limitation, bankruptcy and
                    insolvency laws and to general principles of equity
                    (regardless of whether such enforceability is
                    considered in a proceeding in equity or at law);


     <PAGE>
                                      -20-


          provided, however, that, with respect to Securities of a series
          subject to a Periodic Offering, the Trustee shall be entitled to
          receive such Opinion of Counsel only once at or prior to the time
          of the first authentication of such Securities (provided that
          such Opinion of Counsel addresses the authentication and delivery
          of all Securities of such series) and that in lieu of the
          opinions described in clauses (ii) and (iii) above Counsel may
          opine that:

                         (x)  when the terms of such Securities shall have
                    been established pursuant to a Company Order or Orders
                    or pursuant to such procedures (acceptable to the
                    Trustee) as may be specified from time to time by a
                    Company Order or Orders, all as contemplated by and in
                    accordance with the instrument or instruments delivered
                    pursuant to clause (a) above, such terms will have been
                    duly authorized by the Company and will have been
                    established in conformity with the provisions of this
                    Indenture; and

                         (y)  such Securities, when authenticated and
                    delivered by the Trustee in accordance with this
                    Indenture and the Company Order or Orders or specified
                    procedures referred to in paragraph (x) above and
                    issued and delivered by the Company in the manner and
                    subject to any conditions specified in such Opinion of
                    Counsel, will have been duly issued under this
                    Indenture and will constitute valid and legally binding
                    obligations of the Company, entitled to the benefits
                    provided by the Indenture, and enforceable in
                    accordance with their terms, subject, as to
                    enforcement, to laws relating to or affecting generally
                    the enforcement of creditors' rights, including,
                    without limitation, bankruptcy and insolvency laws, and
                    to general principles of equity (regardless of whether
                    such enforceability is considered in a proceeding in
                    equity or at law).

                    With respect to Securities of a series subject to a
          Periodic Offering, the Trustee may conclusively rely, as to the
          authorization by the Company of any of such Securities, the form,
          terms thereof and the legality, validity, binding effect and
          enforceability thereof, and compliance of the authentication and
          delivery thereof with the terms and conditions of this Indenture,
          upon the Opinion of Counsel and other documents delivered
          pursuant to Sections 201 and 301 and this Section, as applicable,
          at or prior to the time of the first authentication of Securities
          of such series unless and until such opinion or other documents
          have been superseded or revoked or expire by their terms.  In
          connection with the authentication and delivery of Securities of
          a series subject to a Periodic Offering, the Trustee shall be
          entitled to assume that the Company's instructions to
          authenticate and deliver such Securities do not violate any
          applicable law or any applicable rule, regulation or order of any
          Governmental Authority having jurisdiction over the Company.

                    If the form or terms of the Securities of any series
          have been established by or pursuant to a Board Resolution or an
          Officer's Certificate as permitted by Sections 201 or 301, the
          Trustee shall not be required to authenticate such Securities if
          the issuance of such Securities pursuant to this Indenture will
          materially or adversely affect the Trustee's


    <PAGE>
                                      -21-


          own rights, duties or immunities under the Securities and this
          Indenture or otherwise in a manner which is not reasonably
          acceptable to the Trustee.

                    Unless otherwise specified as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, each Security shall be dated the date of its
          authentication.

                    Unless otherwise specified as contemplated by Section
          301 with respect to any series of Securities, 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 or an Authenticating
          Agent 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 and
          is entitled to the benefits of this Indenture.  Notwithstanding
          the foregoing, if any Security shall have been authenticated and
          delivered hereunder to the Company, or any Person acting on its
          behalf, but shall never have been issued and sold by the Company,
          and the Company shall deliver such Security to the Trustee for
          cancellation as provided in Section 309 together with a written
          statement (which need not comply with Section 102 and need not be
          accompanied by an Opinion of Counsel) stating that such Security
          has never been issued and sold by the Company, for all purposes
          of this Indenture such Security shall be deemed never to have
          been authenticated and delivered hereunder and shall never be
          entitled to the benefits hereof.

          SECTION 304.  TEMPORARY SECURITIES.

                    Pending the preparation of definitive Securities of any
          series, or any Tranche thereof, 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;
          provided, however, that temporary Securities need not recite
          specific redemption, sinking fund, conversion or exchange
          provisions.

                    Unless otherwise specified as contemplated by Section
          301 with respect to the Securities of any series, or any Tranche
          thereof, after the preparation of definitive Securities of such
          series or Tranche, the temporary Securities of such series or
          Tranche shall be exchangeable, without charge to the Holder
          thereof, for definitive Securities of such series or Tranche upon
          surrender of such temporary Securities at the office or agency of
          the Company maintained pursuant to Section 602 in a Place of
          Payment for such Securities.  Upon such surrender of temporary
          Securities for such exchange, the Company shall, except as
          aforesaid, execute and the Trustee shall authenticate and deliver
          in exchange therefor definitive Securities of the same series and
          Tranche of authorized denominations and of like tenor and
          aggregate principal amount.


     <PAGE>
                                      -22-


                    Until exchanged in full as hereinabove provided,
          temporary Securities shall in all respects be entitled to the
          same benefits under this Indenture as definitive Securities of
          the same series and Tranche and of like tenor authenticated and
          delivered hereunder.

          SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND
                        EXCHANGE.

                    The Company shall cause to be kept in each office
          designated pursuant to Section 602, with respect to the
          Securities of each series, a register (all registers kept in
          accordance with this Section being collectively referred to as
          the "Security Register") in which, subject to such reasonable
          regulations as it may prescribe, the Company shall provide for
          the registration of Securities of such series, or any Tranche
          thereof, and the registration of transfer thereof.  The Company
          shall designate one Person to maintain the Security Register for
          the Securities of each series on a consolidated basis, and such
          Person is referred to herein, with respect to such series, as the
          "Security Registrar."  Anything herein to the contrary
          notwithstanding, the Company may designate one or more of its
          offices as an office in which a register with respect to the
          Securities of one or more series shall be maintained, and the
          Company may designate itself the Security Registrar with respect
          to one or more of such series.  The Security Register shall be
          open for inspection by the Trustee and the Company at all
          reasonable times.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, upon surrender for registration of transfer of
          any Security of such series or Tranche at the office or agency of
          the Company maintained pursuant to Section 602 in a Place of
          Payment for such series or Tranche, 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 and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, any Security of such series or Tranche may be
          exchanged at the option of the Holder, for one or more new
          Securities of the same series and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount,
          upon surrender of the Securities to be exchanged at any such
          office or agency.  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 delivered upon any registration of
          transfer or exchange of Securities shall be 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 for exchange shall (if so required by
          the Company, the Trustee or the Security Registrar) be duly
          endorsed or shall be accompanied by a written


     <PAGE>
                                      -23-


          instrument of transfer in form satisfactory to the Company, the
          Trustee or the Security Registrar, as the case may be, duly
          executed by the Holder thereof or his attorney duly authorized in
          writing.

                    Unless otherwise specified as contemplated by Section
          301 with respect to Securities of any series, or any Tranche
          thereof, 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 304, 406 or 1206 not involving any
          transfer.

                    The Company shall not be required to execute or to
          provide for the registration of transfer of or the exchange of
          (a) Securities of any series, or any Tranche thereof, during a
          period of 15 days immediately preceding the date notice is to be
          given identifying the serial numbers of the Securities of such
          series or Tranche called for redemption or (b) any Security so
          selected for redemption in whole or in part, except the
          unredeemed portion of any Security being redeemed in part.

          SECTION 306.  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
          the same series and Tranche, and of like tenor and principal
          amount and bearing a number not contemporaneously outstanding.

                    If there shall be delivered to the Company and the
          Trustee (a) evidence to their satisfaction of the ownership of
          and the destruction, loss or theft of any Security and (b) such
          security or indemnity as may be reasonably 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 is held by a Person purporting to be the owner of such
          Security, the Company shall execute and the Trustee shall
          authenticate and deliver, in lieu of any such destroyed, lost or
          stolen Security, a new Security of the same series and Tranche,
          and of like tenor and principal amount and bearing a number not
          contemporaneously outstanding.

                    Notwithstanding the foregoing, 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.

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

                    Every new Security of any series issued pursuant to
          this Section in lieu of any destroyed, lost or stolen Security
          shall constitute an original additional contractual obligation of
          the Company, whether or not the


     <PAGE>
                                      -24-


          destroyed, lost or stolen Security shall be at any time
          enforceable by anyone other than the Holder of such new Security,
          and any such new Security shall be entitled to all the benefits
          of this Indenture equally and proportionately with any and all
          other Securities of such series duly issued hereunder.

                    The provisions of this Section 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 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                    Unless otherwise specified as contemplated by Section
          301 with respect to the Securities of any series, or any Tranche
          thereof, interest on any Security which is payable, and is
          punctually paid or duly provided for, on any Interest Payment
          Date shall be paid to the Person in whose name that Security (or
          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest.

                    Subject to Section 312, any interest on any Security of
          any series which is payable, but is not punctually paid or duly
          provided for, on any Interest Payment Date (herein called
          "Defaulted Interest") shall forthwith cease to be payable to the
          Holder on the related Regular Record Date by virtue of having
          been such Holder, and such Defaulted Interest may be paid by the
          Company, at its election in each case, as provided in clause (a)
          or (b) below:

                    (a)  The Company may elect to make payment of any
               Defaulted Interest to the Persons in whose names the
               Securities of such series (or their respective Predecessor
               Securities) are registered at the close of business on a
               date (herein called 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 of such series 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 on or 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
               days and not less than 10 days prior to the date of the
               proposed payment and not less than 10 days after the receipt
               by the Trustee of the notice of the proposed payment.  The
               Trustee shall promptly notify the Company of such Special
               Record Date and, in the name and at the expense of the
               Company, shall promptly 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 of Securities of such series at the address of such
               Holder as it appears in the Security Register, not less than
               10 days prior to such Special Record Date.  Notice of the
               proposed payment of such Defaulted Interest and the Special
               Record Date therefor having been so mailed, such Defaulted
               Interest shall be paid to the Persons in whose names the
               Securities of such series (or their respective


     <PAGE>
                                      -25-


               Predecessor Securities) are registered at the close of
               business on such Special Record Date.

                    (b)  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 manner of
               payment shall be deemed practicable by the Trustee.

                    Subject to the foregoing provisions of this Section and
          Section 305, each Security delivered under this Indenture upon
          registration of 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 308.  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 absolute owner of such Security for
          the purpose of receiving payment of principal of and premium, if
          any, and (subject to Sections 305 and 307) 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 309.  CANCELLATION BY SECURITY REGISTRAR.

                    All Securities surrendered for payment, redemption,
          registration of transfer or exchange shall, if surrendered to any
          Person other than the Security Registrar, be delivered to the
          Security Registrar and, if not theretofore canceled, shall be
          promptly canceled by the Security Registrar.  The Company may at
          any time deliver to the Security Registrar for cancellation any
          Securities previously authenticated and delivered hereunder which
          the Company may have acquired in any manner whatsoever or which
          the Company shall not have issued and sold, and all Securities so
          delivered shall be promptly canceled by the Security Registrar. 
          No Securities shall be authenticated in lieu of or in exchange
          for any Securities canceled as provided in this Section, except
          as expressly permitted by this Indenture.  All canceled
          Securities held by the Security Registrar shall be disposed of in
          accordance with a Company Order delivered to the Security
          Registrar and the Trustee, and the Security Registrar shall
          promptly deliver a certificate of disposition to the Trustee and
          the Company unless, by a Company Order, similarly delivered, the
          Company shall direct that canceled Securities be returned to it. 
          The Security Registrar shall promptly deliver evidence of any
          cancellation of a Security in accordance with this Section 309 to
          the Trustee and the Company.


     <PAGE>
                                      -26-


          SECTION 310.  COMPUTATION OF INTEREST.

                    Except as otherwise specified as contemplated by
          Section 301 for Securities of any series, or any Tranche thereof,
          interest on the Securities of each series shall be computed on
          the basis of a 360-day year consisting of twelve 30-day months
          and for any period shorter than a full month, on the basis of the
          actual number of days elapsed in such period.

          SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

                    In the case of the Securities of any series, or any
          Tranche thereof, denominated in any currency other than Dollars
          or in a composite currency (the "Required Currency"), except as
          otherwise specified with respect to such Securities as
          contemplated by Section 301, the obligation of the Company to
          make any payment of the principal thereof, or the premium or
          interest thereon, shall not be discharged or satisfied by any
          tender by the Company, or recovery by the Trustee, in any
          currency other than the Required Currency, except to the extent
          that such tender or recovery shall result in the Trustee timely
          holding the full amount of the Required Currency then due and
          payable.  If any such tender or recovery is in a currency other
          than the Required Currency, the Trustee may take such actions as
          it considers appropriate to exchange such currency for the
          Required Currency.  The costs and risks of any such exchange,
          including without limitation the risks of delay and exchange rate
          fluctuation, shall be borne by the Company, the Company shall
          remain fully liable for any shortfall or delinquency in the full
          amount of Required Currency then due and payable, and in no
          circumstances shall the Trustee be liable therefor except in the
          case of its negligence or willful misconduct.


          SECTION 312.  EXTENSION OF INTEREST PAYMENT.

               The Company shall have the right at any time, so long as the
          Company is not in default in the payment of interest on the
          Securities of any series hereunder, to extend interest payment
          periods on all Securities of one or more series, if so specified
          as contemplated by Section 301 with respect to such Securities
          and upon such terms as may be specified as contemplated by
          Section 301 with respect to such Securities.


                                     ARTICLE FOUR

                               REDEMPTION OF SECURITIES

          SECTION 401.  APPLICABILITY OF ARTICLE.

                    Securities of any series, or any Tranche thereof, which
          are redeemable before their Stated Maturity shall be redeemable
          in accordance with


     <PAGE>
                                      -27-


          their terms and (except as otherwise specified as contemplated by
          Section 301 for Securities of such series or Tranche) in
          accordance with this Article.

          SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                    The election of the Company to redeem any Securities
          shall be evidenced by a Board Resolution or an Officer's
          Certificate.  The Company shall, at least 45 days prior to the
          Redemption Date fixed by the Company (unless a shorter notice
          shall be satisfactory to the Trustee), notify the Trustee in
          writing of such Redemption Date and of the principal amount of
          such Securities to be redeemed.  In the case of any redemption of
          Securities (a) prior to the expiration of any restriction on such
          redemption provided in the terms of such Securities or elsewhere
          in this Indenture or (b) pursuant to an election of the Company
          which is subject to a condition specified in the terms of such
          Securities, the Company shall furnish the Trustee with an
          Officer's Certificate evidencing compliance with such restriction
          or condition.

          SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

                    If less than all the Securities of any series, or any
          Tranche thereof, are to be redeemed, the particular Securities to
          be redeemed shall be selected by the Trustee from the Outstanding
          Securities of such series or Tranche not previously called for
          redemption, by such method as shall be provided for any
          particular series, or, in the absence of any such provision, by
          such method as the Trustee shall deem fair and appropriate and
          which may provide for the selection for redemption of portions
          (equal to the minimum authorized denomination for Securities of
          such series or Tranche or any integral multiple thereof) of the
          principal amount of Securities of such series or Tranche of a
          denomination larger than the minimum authorized denomination for
          Securities of such series or Tranche; provided, however, that if,
          as indicated in an Officer's Certificate, the Company shall have
          offered to purchase all or any principal amount of the Securities
          then Outstanding of any series, or any Tranche thereof, and less
          than all of such Securities as to which such offer was made shall
          have been tendered to the Company for such purchase, the Trustee,
          if so directed by Company Order, shall select for redemption all
          or any principal amount of such Securities which have not been so
          tendered.

                    The Trustee shall promptly notify the Company and the
          Security Registrar in writing of the Securities selected for
          redemption and, in the case of any Securities selected to be
          redeemed in part, 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.


     <PAGE>
                                      -28-


          SECTION 404.  NOTICE OF REDEMPTION.

                    Notice of redemption shall be given in the manner
          provided in Section 106 to the Holders of the Securities to be
          redeemed not less than 30 nor more than 60 days prior to the
          Redemption Date.

                    All notices of redemption shall state:

                    (a)  the Redemption Date,

                    (b)  the Redemption Price (if known),

                    (c)  if less than all the Securities of any series or
               Tranche are to be redeemed, the identification of the
               particular Securities to be redeemed and the portion of the
               principal amount of any Security to be redeemed in part,

                    (d)  that on the Redemption Date the Redemption Price,
               together with accrued interest, if any, to the Redemption
               Date, 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,

                    (e)  the place or places where such Securities are to
               be surrendered for payment of the Redemption Price and
               accrued interest, if any, unless it shall have been
               specified as contemplated by Section 301 with respect to
               such Securities that such surrender shall not be required,

                    (f)  that the redemption is for a sinking or other
               fund, if such is the case, and

                    (g)  such other matters as the Company shall deem
               desirable or appropriate.

                    Unless otherwise specified with respect to any
          Securities in accordance with Section 301, with respect to any
          notice of redemption of Securities at the election of the
          Company, unless, upon the giving of such notice, such Securities
          shall be deemed to have been paid in accordance with Section 701,
          such notice may state that such redemption shall be conditional
          upon the receipt by the Paying Agent or Agents for such
          Securities, on or prior to the date fixed for such redemption, of
          money sufficient to pay the principal of and premium, if any, and
          interest, if any, on such Securities and that if such money shall
          not have been so received such notice shall be of no force or
          effect and the Company shall not be required to redeem such
          Securities.  In the event that such notice of redemption contains
          such a condition and such money is not so received, the
          redemption shall not be made and within a reasonable time
          thereafter notice shall be given, in the manner in which the
          notice of redemption was given, that such money was not so
          received and such redemption was not required to be made, and the
          Paying Agent or Agents for the Securities otherwise to have been
          redeemed shall promptly return to the Holders thereof any of such
          Securities which had been surrendered for payment upon such
          redemption.


     <PAGE>
                                      -29-


                    Notice of redemption of Securities to be redeemed at
          the election of the Company, and any notice of non-satisfaction
          of a condition for redemption as aforesaid, shall be given by the
          Company or, at the Company's request, by the Security Registrar
          in the name and at the expense of the Company.  Notice of
          mandatory redemption of Securities shall be given by the Security
          Registrar in the name and at the expense of the Company.

          SECTION 405.  SECURITIES PAYABLE ON REDEMPTION DATE.

                    Notice of redemption having been given as aforesaid,
          and the conditions, if any, set forth in such notice having been
          satisfied, the Securities or portions thereof so to be redeemed
          shall, on the Redemption Date, become due and payable at the
          Redemption Price therein specified, and from and after such date
          (unless, in the case of an unconditional notice of redemption,
          the Company shall default in the payment of the Redemption Price
          and accrued interest, if any) such Securities or portions
          thereof, if interest-bearing, shall cease to bear interest.  Upon
          surrender of any such Security for redemption in accordance with
          such notice, such Security or portion thereof shall be paid by
          the Company at the Redemption Price, together with accrued
          interest, if any, to the Redemption Date; provided, however, that
          no such surrender shall be a condition to such payment if so
          specified as contemplated by Section 301 with respect to such
          Security; and provided, further, that except as otherwise
          specified as contemplated by Section 301 with respect to such
          Security, any installment of interest on any Security the Stated
          Maturity of which installment is on or prior to the Redemption
          Date shall be payable to the Holder of such Security, or one or
          more Predecessor Securities, registered as such at the close of
          business on the related Regular Record Date according to the
          terms of such Security and subject to the provisions of Section
          307.

          SECTION 406.  SECURITIES REDEEMED IN PART.

                    Upon the surrender of any Security which is to be
          redeemed only in part at a 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), the Company shall
          execute, and the Trustee shall authenticate and deliver to the
          Holder of such Security, without service charge, a new Security
          or Securities of the same series and Tranche, of any authorized
          denomination requested by such Holder and of like tenor and in
          aggregate principal amount equal to and in exchange for the
          unredeemed portion of the principal of the Security so
          surrendered.


     <PAGE>
                                      -30-

                                      
                                     ARTICLE FIVE

                                    SINKING FUNDS

          SECTION 501.  APPLICABILITY OF ARTICLE.

                    The provisions of this Article shall be applicable to
          any sinking fund for the retirement of the Securities of any
          series, or any Tranche thereof, except as otherwise specified as
          contemplated by Section 301 for Securities of such series or
          Tranche.

                    The minimum amount of any sinking fund payment provided
          for by the terms of Securities of any series, or any Tranche
          thereof, 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, or any
          Tranche thereof, is herein referred to as an "optional sinking
          fund payment".  If provided for by the terms of Securities of any
          series, or any Tranche thereof, the cash amount of any sinking
          fund payment may be subject to reduction as provided in Section
          502.  Each sinking fund payment shall be applied to the
          redemption of Securities of the series or Tranche in respect of
          which it was made as provided for by the terms of such Securities.

          SECTION 502.  SATISFACTION OF SINKING FUND PAYMENTS WITH
                        SECURITIES.

                    The Company (a) may deliver to the Trustee Outstanding
          Securities (other than any previously called for redemption) of a
          series or Tranche in respect of which a mandatory sinking fund
          payment is to be made and (b) may apply as a credit Securities of
          such series or Tranche 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 such mandatory sinking fund
          payment with respect to the Securities of such series; provided,
          however, that no Securities shall be applied in satisfaction of a
          mandatory sinking fund payment if such Securities shall have been
          previously so applied.  Securities so applied 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 mandatory
          sinking fund payment shall be reduced accordingly.

          SECTION 503.  REDEMPTION OF SECURITIES FOR SINKING FUND.

                    Not less than 45 days prior to each sinking fund
          payment date for the Securities of any series, or any Tranche
          thereof, the Company shall deliver to the Trustee an Officer's
          Certificate specifying:

                    (a)  the amount of the next succeeding mandatory
               sinking fund payment for such series or Tranche;


     <PAGE>
                                      -31-


                    (b)  the amount, if any, of the optional sinking fund
               payment to be made together with such mandatory sinking fund
               payment;

                    (c)  the aggregate sinking fund payment;

                    (d)  the portion, if any, of such aggregate sinking
               fund payment which is to be satisfied by the payment of
               cash; and

                    (e)  the portion, if any, of such aggregate sinking
               fund payment which is to be satisfied by delivering and
               crediting Securities of such series or Tranche pursuant to
               Section 502 and stating the basis for such credit and that
               such Securities have not previously been so credited, and
               the Company shall also deliver to the Trustee any Securities
               to be so delivered.

                    If the Company shall have not delivered such Officer's
          Certificate and, to the extent applicable, all such Securities,
          the next succeeding sinking fund payment for such series or
          Tranche shall be made entirely in cash in the amount of the
          mandatory sinking fund payment.  Not less than 30 days before
          each such sinking fund payment date the Trustee shall select the
          Securities to be redeemed upon such sinking fund payment date in
          the manner specified in Section 403 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 404.  Such
          notice having been duly given, the redemption of such Securities
          shall be made upon the terms and in the manner stated in Sections
          405 and 406.


                                     ARTICLE SIX

                                      COVENANTS

          SECTION 601.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                    The Company shall pay the principal of and premium, if
          any, and interest, if any, on the Securities of each series in
          accordance with the terms of such Securities and this Indenture.

          SECTION 602.  MAINTENANCE OF OFFICE OR AGENCY.

                    The Company shall maintain in each Place of Payment for
          the Securities of each series, or any Tranche thereof, an office
          or agency where payment of such Securities shall be made, where
          the registration of transfer or exchange of such Securities may
          be effected and where notices and demands to or upon the Company
          in respect of such Securities and this Indenture may be served. 
          The Company shall give prompt written notice to the Trustee of
          the location, and any change in the location, of each such office
          or agency and prompt notice to the Holders of any such change in
          the manner specified in Section 106.  If at any time the Company
          shall fail to maintain any such


     <PAGE>
                                      -32-


          required office or agency in respect of Securities of any series,
          or any Tranche thereof, or shall fail to furnish the Trustee with
          the address thereof, payment of such Securities shall be made,
          registration of transfer or exchange thereof may be effected and
          notices and demands in respect thereof may be served at the
          Corporate Trust Office of the Trustee, and the Company hereby
          appoints the Trustee as its agent for all such purposes in any
          such event.

                    The Company may also from time to time designate one or
          more other offices or agencies with respect to the Securities of
          one or more series, or any Tranche thereof, for any or all of the
          foregoing purposes and may from time to time rescind such
          designations; provided, however, that, unless otherwise specified
          as contemplated by Section 301 with respect to the Securities of
          such series or Tranche, no such designation or rescission shall
          in any manner relieve the Company of its obligation to maintain
          an office or agency for such purposes in each Place of Payment
          for such Securities in accordance with the requirements set forth
          above.  The Company shall give prompt written notice to the
          Trustee, and prompt notice to the Holders in the manner specified
          in Section 106, of any such designation or rescission and of any
          change in the location of any such other office or agency.

                    Anything herein to the contrary notwithstanding, any
          office or agency required by this Section may be maintained at an
          office of the Company, in which event the Company shall perform
          all functions to be performed at such office or agency.

          SECTION 603.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

                    Whenever the Company shall have one or more Paying
          Agents for the Securities of any series, or any Tranche thereof,
          it shall, on or before each due date of the principal of and
          premium, if any, and interest, if any, on such Securities,
          deposit with such Paying Agents sums sufficient (without
          duplication) to pay the principal and premium or interest so
          becoming due, such sums to be held in trust for the benefit of
          the Persons entitled to such principal, premium or interest, and
          (unless such Paying Agent is the Trustee) the Company shall
          promptly notify the Trustee of any failure by it so to act.

                    The Company shall cause each Paying Agent for the
          Securities of any series, or any Tranche thereof, other than the
          Company or the Trustee, to


     <PAGE>
                                      -33-


          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, that such Paying Agent shall:

                    (a)  hold all sums held by it for the payment of the
               principal of and premium, if any, or interest, if any, on
               such 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 failure by the
               Company (or any other obligor upon such Securities) to make
               any payment of principal of or premium, if any, or interest,
               if any, on such Securities; and

                    (c)  at any time during the continuance of any such
               failure, upon the written request of the Trustee, forthwith
               pay to the Trustee all sums so held in trust by such Paying
               Agent and furnish to the Trustee such information as it
               possesses regarding the names and addresses of the Persons
               entitled to such sums.

                    The Company may at any time pay, or by Company Order
          direct any Paying Agent to pay, to the Trustee all sums held in
          trust by the Company or such Paying Agent, such sums to be held
          by the Trustee upon the same trusts as those upon which such sums
          were held by the Company or such Paying Agent and, if so stated
          in a Company Order delivered to the Trustee, in accordance with
          the provisions of Article Seven; and, upon such payment by any
          Paying Agent to the Trustee, such Paying Agent shall be released
          from all further liability with respect to such money.

                    Any money deposited with the Trustee or any Paying
          Agent, or then held by the Company, in trust for the payment of
          the principal of and premium, if any, or interest, if any, on any
          Security and remaining unclaimed for two years after such
          principal and premium, if any, or interest has become due and
          payable shall be paid to the Company on Company Request, or, if
          then held by the Company, shall be discharged from such trust;
          and, upon such payment or discharge, the Holder of such Security
          shall, as an unsecured general creditor and not as a Holder of an
          Outstanding Security, look only to the Company for payment of the
          amount so due and payable and remaining unpaid, and all liability
          of the Trustee or such Paying Agent with respect to such trust
          money, and all liability of the Company as trustee thereof, shall
          thereupon cease; provided, however, that the Trustee or such
          Paying Agent, before being required to make any such payment to
          the Company, may at the expense of the Company cause to be
          mailed, on one occasion only, notice to such Holder that such
          money remains unclaimed and that, after a date specified therein,
          which shall not be less than 30 days from the date of such
          mailing, any unclaimed balance of such money then remaining will
          be paid to the Company.


     <PAGE>
                                      -34-


          SECTION 604.  CORPORATE EXISTENCE.

                    Subject to the rights of the Company under Article
          Eleven, the Company shall do or cause to be done all things
          necessary to preserve and keep in full force and effect its
          corporate existence.

          SECTION 605.  MAINTENANCE OF PROPERTIES.

                    The Company shall cause (or, with respect to property
          owned in common with others, make reasonable effort to cause) all
          its properties used or useful in the conduct of its business to
          be maintained and kept in good condition, repair and working
          order and shall cause (or, with respect to property owned in
          common with others, make reasonable effort to cause) to be made
          all necessary repairs, renewals, replacements, betterments and
          improvements thereof, all as, in the judgment of the Company, may
          be necessary so that the business carried on in connection
          therewith may be properly conducted; provided, however, that
          nothing in this Section shall prevent the Company from
          discontinuing, or causing the discontinuance of, the operation
          and maintenance of any of its properties if such discontinuance
          is, in the judgment of the Company, desirable in the conduct of
          its business.

          SECTION 606.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

                    Not later than June 1 in each year, commencing June 1,
          1999, the Company shall deliver to the Trustee an Officer's
          Certificate which need not comply with Section 102, executed by
          the principal executive officer, the principal financial officer
          or the principal accounting officer of the Company, as to such
          officer's knowledge of the Company's compliance with all
          conditions and covenants under this Indenture, such compliance to
          be determined without regard to any period of grace or
          requirement of notice under this Indenture.

          SECTION 607.  WAIVER OF CERTAIN COVENANTS.

                    The Company may omit in any particular instance to
          comply with any term, provision or condition set forth in (a)
          Section 602 or any additional covenant or restriction specified
          with respect to the Securities of any series, or any Tranche
          thereof, as contemplated by Section 301, if before the time for
          such compliance the Holders of a majority in aggregate principal
          amount of the Outstanding Securities of all series and Tranches
          with respect to which compliance with Section 602 or such
          additional covenant or restriction is to be omitted, considered
          as one class, shall, by Act of such Holders, either waive such
          compliance in such instance or generally waive compliance with
          such term, provision or condition and (b) Section 604, 605 or
          Article Eleven if before the time for such compliance the Holders
          of a majority in principal amount of Securities Outstanding under
          this Indenture shall, by Act of such Holders, either waive such
          compliance in such instance or generally waive compliance with
          such term, provision or condition; but, in the case of (a) or
          (b), no such waiver shall extend to or affect such term,
          provision or condition except to the extent so expressly waived,
          and, until such waiver shall become effective, the obligations of
          the Company and the

 
     <PAGE>
                                      -35-


          duties of the Trustee in respect of any such term, provision or
          condition shall remain in full force and effect.

          SECTION 608.  LIMITATION ON LIENS.

                    (a)  Except as otherwise specified as contemplated by
          Section 301 for Securities of any series, so long as any
          Securities of any series are Outstanding, the Company will not
          pledge, mortgage, hypothecate or grant a security interest in, or
          permit any mortgage, pledge, security interest or other lien
          upon, any capital stock of any Subsidiary now or hereafter owned
          by the Company, to secure any Indebtedness (hereinafter defined)
          without making effective provision whereby the Outstanding
          Securities shall (so long as such other Indebtedness shall be so
          secured) be equally and ratably secured with any and all such
          other Indebtedness and any other indebtedness similarly entitled
          to be equally and ratably secured; provided, however, that this
          restriction shall not apply to nor prevent the creation or
          existence of:

                    (1)  any mortgage, pledge, security interest, lien or
               encumbrance upon any such capital stock created at the time
               of the acquisition of such capital stock by the Company or
               within one year after such time to secure all or a portion
               of the purchase price for such capital stock;

                    (2)  any mortgage, pledge, security interest, lien or
               encumbrance upon any such capital stock existing thereon at
               the time of the acquisition thereof by the Company (whether
               or not the obligations secured thereby are assumed by the
               Company); or

                    (3)  any extension, renewal of refunding of any
               mortgage, pledge, security interest, lien or encumbrance
               permitted by Subsection (1) or (2) above on capital stock of
               any Subsidiary theretofore subject thereto (or substantially
               the same capital stock) or any portion thereof.

                    (4)  any judgment, levy, execution, attachment or other
               similar lien arising in connection with court proceedings,
               provided that either

                         (i)  the execution or enforcement of each such
                    lien is effectively stayed within 30 days after entry
                    of the corresponding judgment (or the corresponding
                    judgment has been discharged within such 30 day period)
                    and the claims secured thereby are being contested in
                    good faith by appropriate proceedings timely commenced
                    and diligently prosecuted;

                         (ii)  the payment of each such lien is covered in
                    full by insurance and the insurance company has not
                    denied or contested coverage thereof; or

                         (iii)  so long as each such lien is adequately
                    bonded, any appropriate legal proceedings that may have
                    been duly initiated


     <PAGE>
                                      -36-


                    for the review of the corresponding judgment, decree or
                    order shall not have been fully terminated or the
                    period within which such proceedings may be initiated
                    shall not have expired.

                    For purposes of this Section 608, "Indebtedness" means
          all indebtedness, whether or not represented by bonds,
          debentures, notes or other securities, created or assumed by the
          Company for the repayment of money borrowed.  All indebtedness
          for money borrowed secured by a lien upon property owned by the
          Company and upon which indebtedness for money borrowed the
          Company customarily pays interest, although the Company has not
          assumed or become liable for the payment of such indebtedness for
          money borrowed, shall for purposes of this Section 608 be deemed
          to be Indebtedness of the Company.  All indebtedness of others
          for money borrowed which is guaranteed as to payment of principal
          by the Company or in effect guaranteed by the Company through a
          contingent agreement to purchase such indebtedness for money
          borrowed shall for purposes of this Section 608 be deemed to be
          Indebtedness of the Company, but no other contingent obligation
          of the Company in respect of indebtedness for money borrowed or
          other obligations incurred by others shall for purposes of this
          Section 608 be deemed to be Indebtedness of the Company.

                    In case the Company shall propose to pledge, mortgage,
          hypothecate or grant a security interest in any capital stock of
          any Subsidiary owned by the Company to secure any Indebtedness,
          other than as permitted by Subsections (a)(1) to (a)(3),
          inclusive, of this Section, the Company will prior thereto give
          written notice thereof to the Trustee, and the Company will prior
          to or simultaneously with such pledge, mortgage, hypothecation or
          grant of security interest, by supplemental indenture executed to
          the Trustee (or to the extent legally necessary to another
          trustee or an additional or separate trustee), in form
          satisfactory to the Trustee, effectively secure (for so long as
          such other Indebtedness shall be so secured) all the Securities
          equally and ratably with such Indebtedness and with any other
          indebtedness for money borrowed similarly entitled to be equally
          and ratably secured.

                    (b)  Except as otherwise specified as contemplated by
          Section 301 for Securities of any series, the provisions of
          Subsection (a) of this Section 608 shall not apply in the event
          that the Company or any Subsidiary shall pledge, mortgage,
          hypothecate or grant a security interest in or other lien upon
          any capital stock of any Subsidiary now or hereafter owned by the
          Company to secure any Indebtedness which would otherwise be
          subject to the foregoing restriction up to an aggregate amount
          which, together with all other Indebtedness (other than
          mortgages, pledges, security interests, liens or encumbrances
          permitted by Subsection (a) of this Section 608) which would
          otherwise be subject to the foregoing restriction, does not at
          the time exceed 5% of Consolidated Capitalization.

                    For purposes of this Section 608:

                    (1)  The term "Consolidated Capitalization" means the
               sum obtained by adding (i) Consolidated Shareholders'
               Equity, (ii) Consolidated Indebtedness for money borrowed
               (exclusive of any thereof


     <PAGE>
                                      -37-


               which is due and payable within one year of the date such
               sum is determined) and, without duplication, (iii) any
               preference or preferred stock of the Company or any
               Consolidated Subsidiary which is subject to mandatory
               redemption or sinking fund provisions.

                    (2)  The term "Consolidated Shareholders' Equity" means
               the total Assets of the Company and its Consolidated
               Subsidiaries less all liabilities of the Company and its
               Consolidated Subsidiaries.  As used in this definition,
               "liabilities" means all obligations which would, in
               accordance with generally accepted accounting principles, be
               classified on a balance sheet as liabilities, including
               without limitation, (i) indebtedness secured by property of
               the Company or any of its Consolidated Subsidiaries whether
               or not the Company or such Consolidated Subsidiary is liable
               for the payment thereof unless, in the case that the Company
               or such Consolidated Subsidiary is not so liable, such
               property has not been included among the Assets of the
               Company or such Consolidated Subsidiary on such balance
               sheet, (ii) deferred liabilities, (iii) indebtedness of the
               Company or any of its Consolidated Subsidiaries that is
               expressly subordinated in right and priority of payment to
               other liabilities of the Company or such Consolidated
               Subsidiary.  As used in this definition, "liabilities"
               includes preference or preferred stock of the Company or any
               Consolidated Subsidiary only to the extent of any such
               preference or preferred stock that is subject to mandatory
               redemption or sinking fund provisions.

                    (3)  The term "Consolidated Subsidiary" means at any
               date any Subsidiary the financial statements of which under
               generally accepted accounting principles would be
               consolidated with those of the Company in its consolidated
               financial statements as of such date.

                    (4)  The "Assets" of any Person means the whole or any
               part of its business, property, assets, cash and
               receivables.

                    (5)  The term "Consolidated Indebtedness" means total
               indebtedness as shown on the consolidated balance sheet of
               the Company and its Consolidated Subsidiaries.


                                    ARTICLE SEVEN

                              SATISFACTION AND DISCHARGE

          SECTION 701.  SATISFACTION AND DISCHARGE OF SECURITIES.

                    Any Security or Securities, or any portion of the
          principal amount thereof, shall be deemed to have been paid for
          all purposes of this Indenture, and the entire indebtedness of
          the Company in respect thereof shall be deemed


     <PAGE>
                                      -38-


          to have been satisfied and discharged, if there shall have been
          irrevocably deposited with the Trustee or any Paying Agent (other
          than the Company), in trust:

                    (a)  money in an amount which shall be sufficient, or

                    (b)  in the case of a deposit made prior to the
               Maturity of such Securities or portions thereof, Eligible
               Obligations, which shall not contain provisions permitting
               the redemption or other prepayment thereof at the option of
               the issuer thereof, the principal of and the interest on
               which when due, without any regard to reinvestment thereof,
               will provide moneys which, together with the money, if any,
               deposited with or held by the Trustee or such Paying Agent,
               shall be sufficient, or

                    (c)  a combination of (a) or (b) which shall be
               sufficient,

          to pay when due the principal of and premium, if any, and
          interest, if any, due and to become due on such Securities or
          portions thereof on or prior to Maturity; provided, however, that
          in the case of the provision for payment or redemption of less
          than all the Securities of any series or Tranche, such Securities
          or portions thereof shall have been selected by the Trustee as
          provided herein and, in the case of a redemption, the notice
          requisite to the validity of such redemption shall have been
          given or irrevocable authority shall have been given by the
          Company to the Trustee to give such notice, under arrangements
          satisfactory to the Trustee; and provided, further, that the
          Company shall have delivered to the Trustee and such Paying
          Agent:

                         (x)  if such deposit shall have been made prior to
                    the Maturity of such Securities, a Company Order
                    stating that the money and Eligible Obligations
                    deposited in accordance with this Section shall be held
                    in trust, as provided in Section 703; and

                         (y)  if Eligible Obligations shall have been
                    deposited, an Opinion of Counsel that the obligations
                    so deposited constitute Eligible Obligations and do not
                    contain provisions permitting the redemption or other
                    prepayment at the option of the issuer thereof, and an
                    opinion of an independent public accountant of
                    nationally recognized standing, selected by the
                    Company, to the effect that the requirements set forth
                    in clause (b) above have been satisfied; and

                         (z)  if such deposit shall have been made prior to
                    the Maturity of such Securities, an Officer's
                    Certificate stating the Company's intention that, upon
                    delivery of such Officer's Certificate, its
                    indebtedness in respect of such Securities or portions
                    thereof will have been satisfied and discharged as
                    contemplated in this Section.

                    Upon the deposit of money or Eligible Obligations, or
          both, in accordance with this Section, together with the
          documents required by clauses


     <PAGE>
                                      -39-


          (x), (y) and (z) above, the Trustee shall, upon receipt of a
          Company Request, acknowledge in writing that the Security or
          Securities or portions thereof with respect to which such deposit
          was made are deemed to have been paid for all purposes of this
          Indenture and that the entire indebtedness of the Company in
          respect thereof has been satisfied and discharged as contemplated
          in this Section.  In the event that all of the conditions set
          forth in the preceding paragraph shall have been satisfied in
          respect of any Securities or portions thereof except that, for
          any reason, the Officer's Certificate specified in clause (z)
          shall not have been delivered, such Securities or portions
          thereof shall nevertheless be deemed to have been paid for all
          purposes of this Indenture, and the Holders of such Securities or
          portions thereof shall nevertheless be no longer entitled to the
          benefits of this Indenture or of any of the covenants of the
          Company under Article Six (except the covenants contained in
          Sections 602 and 603) or any other covenants made in respect of
          such Securities or portions thereof as contemplated by Section
          301, but the indebtedness of the Company in respect of such
          Securities or portions thereof shall not be deemed to have been
          satisfied and discharged prior to Maturity for any other purpose,
          and the Holders of such Securities or portions thereof shall
          continue to be entitled to look to the Company for payment of the
          indebtedness represented thereby; and, upon Company Request, the
          Trustee shall acknowledge in writing that such Securities or
          portions thereof are deemed to have been paid for all purposes of
          this Indenture.

                    If payment at Stated Maturity of less than all of the
          Securities of any series, or any Tranche thereof, is to be
          provided for in the manner and with the effect provided in this
          Section, the Security Registrar shall select such Securities, or
          portions of principal amount thereof, in the manner specified by
          Section 403 for selection for redemption of less than all the
          Securities of a series or Tranche.

                    In the event that Securities which shall be deemed to
          have been paid for purposes of this Indenture, and, if such is
          the case, in respect of which the Company's indebtedness shall
          have been satisfied and discharged, all as provided in this
          Section do not mature and are not to be redeemed within the 60
          day period commencing with the date of the deposit of moneys or
          Eligible Obligations, as aforesaid, the Company shall, as
          promptly as practicable, give a notice, in the same manner as a
          notice of redemption with respect to such Securities, to the
          Holders of such Securities to the effect that such deposit has
          been made and the effect thereof.

                    Notwithstanding that any Securities shall be deemed to
          have been paid for purposes of this Indenture, as aforesaid, the
          obligations of the Company and the Trustee in respect of such
          Securities under Sections 304, 305, 306, 404, 503 (as to notice
          of redemption), 602, 603, 907 and 915 and this Article Seven
          shall survive.

                    The Company shall pay, and shall indemnify the Trustee
          or any Paying Agent with which Eligible Obligations shall have
          been deposited as provided in this Section against, any tax, fee
          or other charge imposed on or assessed against such Eligible
          Obligations or the principal or interest received in respect of
          such Eligible Obligations, including, but not limited to, any
          such tax payable by any entity deemed, for tax purposes, to have
          been created as a result of such deposit.


     <PAGE>
                                      -40-


                    Anything herein to the contrary notwithstanding, (a)
          if, at any time after a Security would be deemed to have been
          paid for purposes of this Indenture, and, if such is the case,
          the Company's indebtedness in respect thereof would be deemed to
          have been satisfied or discharged, pursuant to this Section
          (without regard to the provisions of this paragraph), the Trustee
          or any Paying Agent, as the case may be, shall be required to
          return the money or Eligible Obligations, or combination thereof,
          deposited with it as aforesaid to the Company or its
          representative under any applicable Federal or State bankruptcy,
          insolvency or other similar law, such Security shall thereupon be
          deemed retroactively not to have been paid and any satisfaction
          and discharge of the Company's indebtedness in respect thereof
          shall retroactively be deemed not to have been effected, and such
          Security shall be deemed to remain Outstanding and (b) any
          satisfaction and discharge of the Company's indebtedness in
          respect of any Security shall be subject to the provisions of the
          last paragraph of Section 603.

          SECTION 702.  SATISFACTION AND DISCHARGE OF INDENTURE.

                    This Indenture shall upon Company Request cease to be
          of further effect (except as hereinafter expressly provided), and
          the Trustee, at the expense of the Company, shall execute proper
          instruments acknowledging satisfaction and discharge of this
          Indenture, when

                    (a)  no Securities remain Outstanding hereunder; and

                    (b) the Company has paid or caused to be paid all other
               sums payable hereunder by the Company;

          provided, however, that if, in accordance with the last paragraph
          of Section 701, any Security, previously deemed to have been paid
          for purposes of this Indenture, shall be deemed retroactively not
          to have been so paid, this Indenture shall thereupon be deemed
          retroactively not to have been satisfied and discharged, as
          aforesaid, and to remain in full force and effect, and the
          Company shall execute and deliver such instruments as the Trustee
          shall reasonably request to evidence and acknowledge the same.

                    Notwithstanding the satisfaction and discharge of this
          Indenture as aforesaid, the obligations of the Company and the
          Trustee under Sections 304, 305, 306, 404, 503 (as to notice of
          redemption), 602, 603, 907 and 915 and this Article Seven shall
          survive.

                    Upon satisfaction and discharge of this Indenture as
          provided in this Section, the Trustee shall assign, transfer and
          turn over to the Company, subject to the lien provided by Section
          907, any and all money, securities and other property then held
          by the Trustee for the benefit of the Holders of the Securities
          other than money and Eligible Obligations held by the Trustee
          pursuant to Section 703.


     <PAGE>
                                      -41-


          SECTION 703.  APPLICATION OF TRUST MONEY.

                    Neither the Eligible Obligations nor the money
          deposited pursuant to Section 701, nor the principal or interest
          payments on any such Eligible Obligations, shall be withdrawn or
          used for any purpose other than, and shall be held in trust for,
          the payment of the principal of and premium, if any, and
          interest, if any, on the Securities or portions of principal
          amount thereof in respect of which such deposit was made, all
          subject, however, to the provisions of Section 603; provided,
          however, that, so long as there shall not have occurred and be
          continuing an Event of Default, any cash received from such
          principal or interest payments on such Eligible Obligations, if
          not then needed for such purpose, shall, to the extent
          practicable and upon Company Request, be invested in Eligible
          Obligations of the type described in clause (b) in the first
          paragraph of Section 701 maturing at such times and in such
          amounts as shall be sufficient, together with any other moneys
          and the principal of and interest on any other Eligible
          Obligations then held by the Trustee, to pay when due the
          principal of and premium, if any, and interest, if any, due and
          to become due on such Securities or portions thereof on and prior
          to the Maturity thereof, and interest earned from such
          reinvestment shall be paid over to the Company as received, free
          and clear of any trust, lien or pledge under this Indenture
          except the lien provided by Section 907; and provided, further,
          that, so long as there shall not have occurred and be continuing
          an Event of Default, any moneys held in accordance with this
          Section on the Maturity of all such Securities in excess of the
          amount required to pay the principal of and premium, if any, and
          interest, if any, then due on such Securities shall be paid over
          to the Company free and clear of any trust, lien or pledge under
          this Indenture except the lien provided by Section 907; and
          provided, further, that if an Event of Default shall have
          occurred and be continuing, moneys to be paid over to the Company
          pursuant to this Section shall be held until such Event of
          Default shall have been waived or cured.


                                    ARTICLE EIGHT

                             EVENTS OF DEFAULT; REMEDIES

          SECTION 801.  EVENTS OF DEFAULT.

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

                    (a)  failure to pay interest, if any, on any Security
               of such series within 30 days after the same becomes due and
               payable; provided, however, that a valid extension of the
               interest payment period by the Company as contemplated in
               Section 312 of this Indenture shall not constitute a failure
               to pay interest for this purpose; or

                    (b)  failure to pay the principal of or premium, if
               any, on any Security of such series at its Maturity; or


     <PAGE>
                                      -42-


                    (c)  failure to perform or breach of any covenant or
               warranty of the Company in this Indenture (other than a
               covenant or warranty a default in the performance of which
               or breach of which is elsewhere in this Section specifically
               dealt with or which has expressly been included in this
               Indenture solely for the benefit of one or more series of
               Securities other than such series) for a period of 90 days
               after 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 33% in principal amount
               of the Outstanding Securities of such series, a written
               notice specifying such default or breach and requiring it to
               be remedied and stating that such notice is a "Notice of
               Default" hereunder, unless the Trustee, or the Trustee and
               the Holders of a principal amount of Securities of such
               series not less than the principal amount of Securities the
               Holders of which gave such notice, as the case may be, shall
               agree in writing to an extension of such period prior to its
               expiration; provided, however, that the Trustee, or the
               Trustee and the Holders of such principal amount of
               Securities of such series, as the case may be, shall be
               deemed to have agreed to an extension of such period if
               corrective action is initiated by the Company within such
               period and is being diligently pursued; or

                    (d)  the entry by a court having jurisdiction in the
               premises of (1) a decree or order for relief in respect of
               the Company in an involuntary case or proceeding under any
               applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law or (2) a decree or order
               adjudging the Company a bankrupt or insolvent, or approving
               as properly filed a petition by one or more Persons other
               than the Company seeking reorganization, arrangement,
               adjustment or composition of or in respect of the Company
               under any applicable Federal or State law, or appointing a
               custodian, receiver, liquidator, assignee, trustee,
               sequestrator or other similar official for the Company or
               for any substantial part of its property, or ordering the
               winding up or liquidation of its affairs, and any such
               decree or order for relief or any such other decree or order
               shall have remained unstayed and in effect for a period of
               90 consecutive days; or

                    (e)  the commencement by the Company of a voluntary
               case or proceeding under any applicable Federal or State
               bankruptcy, insolvency, reorganization or other similar law
               or of any other case or proceeding to be adjudicated a
               bankrupt or insolvent, or the consent by it to the entry of
               a decree or order for relief in respect of the Company in a
               case or proceeding under any applicable Federal or State
               bankruptcy, insolvency, reorganization or other similar law
               or to the commencement of any bankruptcy or insolvency case
               or proceeding against it, or the filing by it of a petition
               or answer or consent seeking reorganization or relief under
               any applicable Federal or State law, or the consent by it to
               the filing of such petition or to the appointment of or
               taking possession by a custodian, receiver, liquidator,
               assignee, trustee, sequestrator or similar official of the
               Company or of any substantial part of its property, or the
               making by it of an assignment for the benefit of creditors,
               or the admission by it in writing of its inability to pay
               its debts generally as they become due, or the authorization
               of such action by the Board of Directors; or


     <PAGE>
                                      -43-


                    (f)  any other Event of Default specified with respect
               to Securities of such series.

          SECTION 802.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                    If an Event of Default due to the default in payment of
          principal of, or interest on, any series of Securities or due to
          the default in the performance or breach of any other covenant or
          warranty of the Company applicable to the Securities of such
          series but not applicable to all Outstanding Securities shall
          have occurred and be continuing, either the Trustee or the
          Holders of not less than 33% in principal amount of the
          Securities of such series may then declare the principal amount
          (or, if any of the Securities of such series are Discount
          Securities, such portion of the principal amount as may be
          specified in the terms thereof as contemplated by Section 301) of
          all Securities of such series and interest accrued thereon to be
          due and payable immediately.  If an Event of Default due to
          default in the performance of any other of the covenants or
          agreements herein applicable to all Outstanding Securities or an
          Event of Default specified in Section 801(d) or (e) shall have
          occurred and be continuing, either the Trustee or the Holders of
          not less than 33% in principal amount of all Securities then
          Outstanding (considered as one class), and not the Holders of the
          Securities of any one of such series, may declare the principal
          of all Securities and interest accrued thereon to be due and
          payable immediately.  As a consequence of each such declaration
          (herein referred to as a declaration of acceleration) with
          respect to Securities of any series, the principal amount (or
          portion thereof in the case of Discount Securities) of such
          Securities and interest accrued thereon shall become due and
          payable immediately.

                    At any time after such a declaration of acceleration
          with respect to Securities of any series shall have been made and
          before a judgment or decree for payment of the money due shall
          have been obtained by the Trustee as hereinafter in this Article
          provided, the Event or Events of Default giving rise to such
          declaration of acceleration shall, without further act, be deemed
          to have been waived, and such declaration and its consequences
          shall, without further act, be deemed to have been rescinded and
          annulled, if

                    (a)  the Company shall have paid or deposited with the
               Trustee a sum sufficient to pay

                         (1)  all overdue interest on all Securities of
                    such series;

                         (2)  the principal of and premium, if any, on any
                    Securities of such series which have become due
                    otherwise than by such declaration of acceleration and
                    interest thereon at the rate or rates prescribed
                    therefor in such Securities;

                         (3)  to the extent that payment of such interest
                    is lawful, interest upon overdue interest, if any, at
                    the rate or rates prescribed therefor in such
                    Securities;

                         (4)  all amounts due to the Trustee under Section
                    907;

                    and


     <PAGE>
                                      -44-


                    (b)  any other Event or Events of Default with respect
               to Securities of such series, other than the nonpayment of
               the principal of Securities of such series which shall have
               become due solely by such declaration of acceleration, shall
               have been cured or waived as provided in Section 813.

          No such rescission shall affect any subsequent Event of Default
          or impair any right consequent thereon.

          SECTION 803.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
                        ENFORCEMENT BY TRUSTEE.

                    If an Event of Default described in clause (a) or (b)
          of Section 801 shall have occurred and be continuing, the Company
          shall, upon demand of the Trustee, pay to it, for the benefit of
          the Holders of the Securities of the series with respect to which
          such Event of Default shall have occurred, the whole amount then
          due and payable on such Securities for principal and premium, if
          any, and interest, if any, and, to the extent permitted by law,
          interest on any overdue principal and interest, at the rate or
          rates prescribed therefor in such Securities, and, in addition
          thereto, such further amount as shall be sufficient to cover any
          amounts due to the Trustee under Section 907.

                    If the Company shall fail to pay such amounts forthwith
          upon such demand, the Trustee, in its own name and as trustee of
          an express trust, 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 such Securities 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 such Securities, wherever situated.

                    If an Event of Default with respect to Securities of
          any series shall have occurred and be continuing, the Trustee may
          in its discretion proceed to protect and enforce its rights and
          the rights of the Holders of Securities of such series 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 804.  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 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


     <PAGE>
                                      -45-


          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 whole amount of
               principal, premium, if any, and interest, if any, owing and
               unpaid in respect of the Securities and to file such other
               papers or documents as may be necessary or advisable in
               order to have the claims of the Trustee (including any claim
               for amounts due to the Trustee under Section 907) and of the
               Holders allowed in such judicial proceeding, and

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

          and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator 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 amounts due it under Section 907.

                    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 805.  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 in respect of which such judgment has been recovered.

          SECTION 806.  APPLICATION OF MONEY COLLECTED.

                    Any money collected by the Trustee pursuant to this
          Article 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 or premium, if any, or
          interest, if any, upon presentation of the Securities in respect
          of which or for the benefit of which such money shall have been
          collected 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 907;


     <PAGE>
                                      -46-


                    SECOND:  To the payment of the amounts then due and
               unpaid upon the Securities for principal of and premium, if
               any, and interest, if any, 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,
               premium, if any, and interest, if any, respectively; and

                    THIRD:  To the payment of the remainder, if any, to the
               Company or to whomsoever may be lawfully entitled to receive
               the same or as a court of competent jurisdiction may direct.

          SECTION 807.  LIMITATION ON SUITS.

                    No Holder 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 shall have previously given written
               notice to the Trustee of a continuing Event of Default with
               respect to the Securities of such series;

                    (b)  the Holders of a majority in aggregate principal
               amount of the Outstanding Securities of all series in
               respect of which an Event of Default shall have occurred and
               be continuing, considered as one 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 shall 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 shall have failed to
               institute any such proceeding; and

                    (e)  no direction inconsistent with such written
               request shall have been given to the Trustee during such 60-
               day period by the Holders of a majority in aggregate
               principal amount of the Outstanding Securities of all series
               in respect of which an Event of Default shall have occurred
               and be continuing, considered as one class;

          it being understood and intended that no one or more of such
          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 of such Holders or
          to obtain or to seek to obtain priority or preference over any
          other of such Holders or to enforce any right under this
          Indenture, except in the manner herein provided and for the equal
          and ratable benefit of all of such Holders.


     <PAGE>
                                      -47-


          SECTION 808.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                         PRINCIPAL, PREMIUM 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, and (subject to Sections 307 and 312)
          interest, if any, on such Security on the Stated Maturity or
          Maturities expressed in such Security (or, in the case of
          redemption, on 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.

          SECTION 809.  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 shall have been discontinued or abandoned for
          any reason, or shall have 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, and Trustee
          and such Holder shall be restored severally and respectively to
          their former positions hereunder and thereafter all rights and
          remedies of the Trustee and such Holder shall continue as though
          no such proceeding had been instituted.

          SECTION 810.  RIGHTS AND REMEDIES CUMULATIVE.

                    Except as otherwise provided in the last paragraph of
          Section 306, 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 811.  DELAY OR OMISSION NOT WAIVER.

                    No delay or omission of the Trustee or of any Holder 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 812.  CONTROL BY HOLDERS OF SECURITIES.

                    If an Event of Default shall have occurred and be
          continuing in respect of a series of Securities, the Holders of a
          majority in principal amount of the Outstanding Securities of
          such series shall have the right to direct the time, method and
          place of conducting any proceeding for any remedy


     <PAGE>
                                      -48-


          available to the Trustee, or exercising any trust or power
          conferred on the Trustee, with respect to the Securities of such
          series; provided, however, that if an Event of Default shall have
          occurred and be continuing with respect to more than one series
          of Securities, the Holders of a majority in aggregate principal
          amount of the Outstanding Securities of all such series,
          considered as one class, shall have the right to make such
          direction, and not the Holders of the Securities of any one of
          such series; and provided, further, that such direction shall not
          be in conflict with any rule of law or with this Indenture.  The
          Trustee may take any other action, deemed proper by the Trustee,
          which is not inconsistent with any such direction.  Before
          proceeding to exercise any right or power hereunder at the
          direction of such Holders, the Trustee shall be entitled to
          receive from such Holders reasonable security or indemnity
          against the costs, expenses and liabilities which might be
          incurred by it in compliance with any such direction.

          SECTION 813.  WAIVER OF PAST DEFAULTS.

                    The Holders of not less than a majority in principal
          amount of the Outstanding Securities of any series may 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 or premium, if
               any, or interest, if any, on any Security of such series, or

                    (b)  in respect of a covenant or provision hereof which
               under Section 1202 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 and all Events 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 814.  UNDERTAKING FOR COSTS.

                    The Company and the Trustee agree, and each Holder by
          his acceptance thereof shall be deemed to have agreed, that any
          court may in its discretion require, in any suit for the
          enforcement of any right or remedy under this Indenture, or in
          any suit against the Trustee for any action taken, suffered or
          omitted by it as Trustee, the filing by any party litigant in
          such suit of an undertaking to pay the costs of such suit, and
          that such court may in its discretion assess reasonable costs,
          including reasonable attorneys' fees, against any party litigant
          in such suit, having due regard to the merits and good faith of
          the claims or defenses made by such party litigant; but the
          provisions of this Section shall not apply to any suit instituted
          by the Company, 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 aggregate principal amount of the
          Outstanding Securities of all series in respect of which such
          suit may be brought, considered as one class, or to any suit
          instituted by any Holder for the enforcement of the payment of
          the principal of or premium, if any, or interest, if any, on any
          Security on or


     <PAGE>
                                      -49-


          after the Stated Maturity or Maturities expressed in such
          Security (or, in the case of redemption, on or after the
          Redemption Date).

          SECTION 815.  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.


                                     ARTICLE NINE

                                     THE TRUSTEE

          SECTION 901.  CERTAIN DUTIES AND RESPONSIBILITIES.

                    (a)  The Trustee shall have and be subject to all the
               duties and responsibilities specified with respect to an
               indenture trustee in the Trust Indenture Act and no implied
               covenants or obligations shall be read into this Indenture
               against the Trustee.  For purposes of Sections 315(a) and
               315(c) of the Trust Indenture Act, the term "default" is
               hereby defined as an Event of Default which has occurred and
               is continuing.

                    (b)  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 for believing
               that repayment of such funds or adequate indemnity against
               such risk or liability is not reasonably assured to it.

                    (c)  Notwithstanding anything contained in this
               Indenture to the contrary, the duties and responsibilities
               of the Trustee under this Indenture shall be subject to the
               protections, exculpations and limitations on liability
               afforded to the Trustee under the provisions of the Trust
               Indenture Act.

                    (d)  Whether or not therein expressly so provided,
               every provision of this Indenture relating to the conduct or
               affecting the liability of or affording protection to the
               Trustee shall be subject to the provisions of this Section.


     <PAGE>
                                      -50-


          SECTION 902.  NOTICE OF DEFAULTS.

                    The Trustee shall give notice of any default hereunder
          with respect to the Securities of any series to the Holders of
          Securities of such series in the manner and to the extent
          required to do so by the Trust Indenture Act, unless such default
          shall have been cured or waived; provided, however, that in the
          case of any default of the character specified in Section 801(c),
          no such notice to Holders shall be given until at least 45 days
          after the occurrence thereof.  For the purpose of this Section,
          the term "default" means any event which is, or after notice or
          lapse of time, or both, would become, an Event of Default.

          SECTION 903.  CERTAIN RIGHTS OF TRUSTEE.

                    Subject to the provisions of Section 901 and to the
          applicable provisions of the Trust Indenture Act:

                    (a)  the Trustee may rely and shall be protected in
               acting or refraining from acting in good faith upon any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness or other
               paper or document reasonably 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, or as otherwise expressly provided herein,
               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 Officer's 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 Holder pursuant
               to this Indenture, unless such Holder shall have offered to
               the Trustee reasonable security or indemnity 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,


     <PAGE>
                                      -51-


               instrument, opinion, report, notice, request, direction,
               consent, order, bond, debenture, note, other evidence of
               indebtedness 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 (subject to applicable
               legal requirements) be entitled to examine, during normal
               business hours, the books, records and premises of the
               Company, personally or by agent or attorney;

                    (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; and

                    (h)  the Trustee shall not be charged with knowledge of
               any default or Event of Default, as the case may be, with
               respect to the Securities of any series for which it is
               acting as Trustee unless either (1) a Responsible Officer of
               the Trustee shall have actual knowledge of the default or
               Event of Default, as the case may be, or (2) written notice
               of such default or Event of Default, as the case may be,
               shall have been given to the Trustee by the Company, any
               other obligor on such Securities or by any Holder of such
               Securities.

          SECTION 904.  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 neither the Trustee
          nor any Authenticating Agent assumes responsibility for their
          correctness.  The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities. 
          Neither the Trustee nor any Authenticating Agent shall be
          accountable for the use or application by the Company of
          Securities or the proceeds thereof.

          SECTION 905.  MAY HOLD SECURITIES.

                    Each of the Trustee, any Authenticating Agent, any
          Paying Agent, any Security 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 908 and
          913, may otherwise deal with the Company with the same rights it
          would have if it were not the Trustee, Authenticating Agent,
          Paying Agent, Security Registrar or such other agent.

          SECTION 906.  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 expressly provided
          herein or otherwise agreed with, and for the sole benefit of, the
          Company.


     <PAGE>
                                      -52-


          SECTION 907.  COMPENSATION AND REIMBURSEMENT.

                    The Company shall

                    (a)  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);

                    (b)  except as otherwise expressly provided herein,
               reimburse the Trustee upon its request for all reasonable
               expenses, disbursements and advances reasonably 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 to the extent that any such expense, disbursement or
               advance may be attributable to the Trustee's negligence,
               wilful misconduct or bad faith; and

                    (c)  indemnify the Trustee for, and hold it harmless
               from and against, any loss, liability or expense reasonably
               incurred by it arising out of or in connection with the
               acceptance or administration of the trust or trusts
               hereunder or the performance of its duties hereunder,
               including the reasonable 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, except to the extent any such loss, liability or
               expense may be attributable to its negligence, wilful
               misconduct or bad faith.

                    As security for the performance of the obligations of
          the Company under this Section, the Trustee shall have a lien
          prior to the Securities upon all property and funds held or
          collected by the Trustee as such other than property and funds
          held in trust under Section 703 (except as otherwise provided in
          Section 703).  "Trustee" for purposes of this Section shall
          include any predecessor Trustee; provided, however, that the
          negligence, wilful misconduct or bad faith of any Trustee
          hereunder shall not affect the rights of any other Trustee
          hereunder.

                    When the Trustee incurs expenses or renders services in
          connection with an Event of Default specified in Section 801(d)
          or Section 801(e), the expenses (including the reasonable charges
          and expenses of its counsel) and the compensation for the
          services are intended to constitute expenses of administration
          under any applicable Federal or State bankruptcy, insolvency or
          other similar law.

                    The provisions of this Section 907 shall survive the
          termination of this Indenture.

          SECTION 908.  DISQUALIFICATION; CONFLICTING INTERESTS.

                    If the Trustee shall have or acquire any conflicting
          interest within the meaning of the Trust Indenture Act, it shall
          either eliminate such


     <PAGE>
                                      -53-


          conflicting interest or resign to the extent, in the manner and
          with the effect, and subject to the conditions, provided in the
          Trust Indenture Act and this Indenture.  For purposes of Section
          310(b)(1) of the Trust Indenture Act and to the extent permitted
          thereby, the Trustee, in its capacity as trustee in respect of
          the Securities of any series, shall not be deemed to have a
          conflicting interest arising from its capacity as trustee in
          respect of the Securities of any other series or any securities
          of any series issued under the Indenture (For Unsecured Debt
          Securities Series A) dated as of October 1, 1997 of the Company
          to The Bank of New York, as trustee, the Indenture (For Unsecured
          Debt Securities Series B) dated as of October 1, 1997 of the
          Company to The Bank of New York, as trustee, the Indenture (For
          Unsecured Debt Securities Series C), dated as of January 1, 1998
          of the Company to The Bank of New York, as trustee, the Purchase
          Contract Agreement dated as of July 1, 1998 of the Company to The
          Bank of New York, as agent, attorney-in-fact and trustee, the
          Indenture (For Unsecured Debt Securities Series D and Series E),
          dated as of July 1, 1998 of the Company to The Bank of New York,
          as trustee, or the Indenture (For Unsecured Debt Securities
          Series F), dated as of October 1, 1998 of the Company to The Bank
          of New York, as trustee.

          SECTION 909.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                    There shall at all times be a Trustee hereunder which
          shall be

                    (a)  a corporation organized and doing business under
               the laws of the United States, any State or Territory
               thereof or the District of Columbia, authorized under such
               laws to exercise corporate trust powers, having a combined
               capital and surplus of at least $50,000,000 and subject to
               supervision or examination by Federal or State authority, or

                    (b)  if and to the extent permitted by the Commission
               by rule, regulation or order upon application, a corporation
               or other Person organized and doing business under the laws
               of a foreign government, authorized under such laws to
               exercise corporate trust powers, having a combined capital
               and surplus of at least $50,000,000 or the Dollar equivalent
               of the applicable foreign currency and subject to
               supervision or examination by authority of such foreign
               government or a political subdivision thereof substantially
               equivalent to supervision or examination applicable to
               United States institutional trustees,

          and, in either case, qualified and eligible under this Article
          and the Trust Indenture Act.  If such corporation publishes
          reports of condition at least annually, pursuant to law or to the
          requirements of such supervising or examining authority, then for
          the purposes of this Section, the combined capital and surplus of
          such corporation shall be deemed to be its combined capital and
          surplus as set forth in its most recent report of condition so
          published.  If at any time the Trustee shall cease to be eligible
          in accordance with the provisions of this Section, it shall
          resign immediately in the manner and with the effect hereinafter
          specified in this Article.

          SECTION 910.  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
               shall become effective


     <PAGE>
                                      -54-


               until the acceptance of appointment by the successor Trustee
               in accordance with the applicable requirements of Section
               911.

                    (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 the instrument of
               acceptance by a successor Trustee required by Section 911
               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 with
               respect to the Securities of such series.

                    (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:

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

                         (2)  the Trustee shall cease to be eligible under
                    Section 909 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 affairs
                    for the purpose of rehabilitation, conservation or
                    liquidation,

               then, in any such case, (x) the Company by a Board
               Resolution may remove the Trustee with respect to all
               Securities or (y) subject to Section 814, any Holder who has
               been a bona fide Holder 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 with respect to all Securities and the
               appointment of a successor Trustee or Trustees.

                    (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 (other than as contemplated
               in clause (y) in Subsection (d) of this Section), 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) and shall comply with
               the applicable requirements of Section 911.  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, the successor Trustee so
               appointed shall, forthwith upon its acceptance of such
               appointment in accordance with the applicable requirements
               of Section 911, become the successor Trustee with respect
               to the Securities of such series and to that


     <PAGE>
                                      -55-


               extent supersede the successor Trustee appointed by the
               Company.  If no successor Trustee with respect to the
               Securities of any series shall have been so appointed by the
               Company or the Holders and accepted appointment in the
               manner required by Section 911, any Holder who has been a
               bona fide Holder of a Security of such series for at least
               six months may, on behalf of itself and all others similarly
               situated, petition any court of competent jurisdiction for
               the appointment of a successor Trustee with respect to the
               Securities of such series.

                    (f)  So long as no event which is, or after notice or
               lapse of time, or both, would become, an Event of Default
               shall have occurred and be continuing, and except with
               respect to a Trustee appointed by Act of the Holders of a
               majority in principal amount of the Outstanding Securities
               pursuant to Subsection (e) of this Section, if the Company
               shall have delivered to the Trustee (i) a Board Resolution
               appointing a successor Trustee, effective as of a date
               specified therein, and (ii) an instrument of acceptance of
               such appointment, effective as of such date, by such
               successor Trustee in accordance with Section 911, the
               Trustee shall be deemed to have resigned as contemplated in
               Subsection (b) of this Section, the successor Trustee shall
               be deemed to have been appointed by the Company pursuant to
               Subsection (e) of this Section and such appointment shall be
               deemed to have been accepted as contemplated in Section 911,
               all as of such date, and all other provisions of this
               Section and Section 911 shall be applicable to such
               resignation, appointment and acceptance except to the extent
               inconsistent with this Subsection (f).

                    (g)  The Company (or, should the Company fail so to act
               promptly, the successor trustee at the expense of the
               Company) shall give notice of each resignation and each
               removal of the Trustee with respect to the Securities of any
               series and each appointment of a successor Trustee with
               respect to the Securities of any series by mailing written
               notice of such event by first-class mail, postage prepaid,
               to all Holders of Securities of such series as their names
               and addresses appear in the Security Register.  Each notice
               shall include the name of the successor Trustee with respect
               to the Securities of such series and the address of its
               corporate trust office.

          SECTION 911.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                    (a)  In case of the appointment hereunder of a
               successor Trustee with respect to the Securities of all
               series, every such successor Trustee so appointed shall
               execute, acknowledge and deliver to the Company and to the
               retiring Trustee an instrument accepting such appointment,
               and thereupon the resignation or removal of the retiring
               Trustee shall become effective and such successor Trustee,
               without any further act, deed or conveyance, shall become
               vested with all the rights, powers, trusts and duties of the
               retiring Trustee; but, on the request of the Company or the
               successor Trustee, such retiring Trustee shall, upon payment
               of all sums owed to it, execute and deliver an


     <PAGE>
                                      -56-


               instrument transferring to such successor Trustee all the
               rights, powers and trusts of the retiring Trustee and shall
               duly assign, transfer and deliver to such successor Trustee
               all property and money held by such retiring Trustee
               hereunder.

                    (b)  In case of the appointment hereunder of a
               successor Trustee with respect to the Securities of one or
               more (but not all) series, the Company, the retiring Trustee
               and each successor Trustee with respect to the Securities of
               one or more series shall execute and deliver an indenture
               supplemental hereto wherein each successor Trustee shall
               accept such appointment and which (1) shall contain such
               provisions as shall be necessary or desirable to transfer
               and confirm to, and to vest in, each successor Trustee all
               the rights, powers, trusts and duties of the retiring
               Trustee with respect to the Securities of that or those
               series to which the appointment of such successor Trustee
               relates, (2) 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
               (3) shall add to or change any of the provisions of this
               Indenture as shall be necessary to provide for or facilitate
               the administration of the trusts hereunder by more than one
               Trustee, it being understood that nothing herein or in such
               supplemental indenture shall constitute such Trustees co-
               trustees of the same trust and that each such Trustee shall
               be trustee of a trust or trusts hereunder separate and apart
               from any trust or trusts hereunder administered by any other
               such Trustee; 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, upon payment of
               all sums owed to it, 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 instruments which fully vest in
               and confirm to such successor Trustee all such rights,
               powers and trusts referred to in Subsection (a) or (b) of
               this Section, as the case may be.

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


     <PAGE>
                                      -57-


          SECTION 912.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                        BUSINESS.

                    Any Person into which the Trustee may be merged or
          converted or with which it may be consolidated, or any Person
          resulting from any merger, conversion or consolidation to which
          the Trustee shall be a party, or any Person succeeding to all or
          substantially all the corporate trust business of the Trustee,
          shall be the successor of the Trustee hereunder, provided such
          Person shall be otherwise qualified and eligible under this
          Article, 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 913.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                    If the Trustee shall be or become a creditor of the
          Company or any other obligor upon the Securities (other than by
          reason of a relationship described in Section 311(b) of the Trust
          Indenture Act), the Trustee shall be subject to any and all
          applicable provisions of the Trust Indenture Act regarding the
          collection of claims against the Company or such other obligor. 
          For purposes of Section 311(b) of the Trust Indenture Act:

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

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

          SECTION 914.  CO-TRUSTEES AND SEPARATE TRUSTEES.

                    At any time or times, for the purpose of meeting the
          legal requirements of any applicable jurisdiction, the Company
          and the Trustee shall have power to appoint, and, upon the
          written request of the Trustee or of the Holders of at least 33%
          in principal amount of the Securities then Outstanding, the
          Company shall for such purpose join with the Trustee in the
          execution and delivery of all instruments and agreements
          necessary or proper to appoint, one or more Persons approved by
          the Trustee either to act as co-trustee, jointly with the
          Trustee, or to act as separate trustee, in either


     <PAGE>
                                      -58-


          case with such powers as may be provided in the instrument of
          appointment, and to vest in such Person or Persons, in the
          capacity aforesaid, any property, title, right or power deemed
          necessary or desirable, subject to the other provisions of this
          Section.  If the Company does not join in such appointment within
          15 days after the receipt by it of a request so to do, or if an
          Event of Default shall have occurred and be continuing, the
          Trustee alone shall have power to make such appointment.

                    Should any written instrument or instruments from the
          Company be required by any co-trustee or separate trustee so
          appointed to more fully confirm to such co-trustee or separate
          trustee such property, title, right or power, any and all such
          instruments shall, on request, be executed, acknowledged and
          delivered by the Company.

                    Every co-trustee or separate trustee shall, to the
          extent permitted by law, but to such extent only, be appointed
          subject to the following conditions:

                    (a)  the Securities shall be authenticated and
               delivered, and all rights, powers, duties and obligations
               hereunder in respect of the custody of securities, cash and
               other personal property held by, or required to be deposited
               or pledged with, the Trustee hereunder, shall be exercised
               solely, by the Trustee;

                    (b)  the rights, powers, duties and obligations hereby
               conferred or imposed upon the Trustee in respect of any
               property covered by such appointment shall be conferred or
               imposed upon and exercised or performed either by the
               Trustee or by the Trustee and such co-trustee or separate
               trustee jointly, as shall be provided in the instrument
               appointing such co-trustee or separate trustee, except to
               the extent that under any law of any jurisdiction in which
               any particular act is to be performed, the Trustee shall be
               incompetent or unqualified to perform such act, in which
               event such rights, powers, duties and obligations shall be
               exercised and performed by such co-trustee or separate
               trustee;

                    (c)  the Trustee at any time, by an instrument in
               writing executed by it, with the concurrence of the Company,
               may accept the resignation of or remove any co-trustee or
               separate trustee appointed under this Section, and, if an
               Event of Default shall have occurred and be continuing, the
               Trustee shall have power to accept the resignation of, or
               remove, any such co-trustee or separate trustee without the
               concurrence of the Company.  Upon the written request of the
               Trustee, the Company shall join with the Trustee in the
               execution and delivery of all instruments and agreements
               necessary or proper to effectuate such resignation or
               removal.  A successor to any co-trustee or separate trustee
               so resigned or removed may be appointed in the manner
               provided in this Section;

                    (d)  no co-trustee or separate trustee hereunder shall
               be personally liable by reason of any act or omission of the
               Trustee, or any other such trustee hereunder; and


     <PAGE>
                                      -59-


                    (e)  any Act of Holders delivered to the Trustee shall
               be deemed to have been delivered to each such co-trustee and
               separate trustee.

          SECTION 915.  APPOINTMENT OF AUTHENTICATING AGENT.

                    The Trustee may appoint an Authenticating Agent or
          Agents with respect to the Securities of one or more series, or
          Tranche thereof, which shall be authorized to act on behalf of
          the Trustee to authenticate Securities of such series or Tranche
          issued upon original issuance and upon exchange, registration of
          transfer or partial redemption thereof or pursuant to Section
          306, and Securities so authenticated shall be entitled to the
          benefits of this Indenture and shall be valid and obligatory for
          all purposes as if authenticated by the Trustee hereunder. 
          Wherever reference is made in this Indenture to the
          authentication and delivery of Securities by the Trustee or the
          Trustee's certificate of authentication, such reference shall be
          deemed to include authentication and delivery on behalf of the
          Trustee by an Authenticating Agent and a certificate of
          authentication executed on behalf of the Trustee by an
          Authenticating Agent.  Each Authenticating Agent shall be
          acceptable to the Company and shall at all times be a corporation
          organized and doing business under the laws of the United States,
          any State or territory thereof or the District of Columbia,
          authorized under such laws to act as Authenticating Agent, having
          a combined capital and surplus of not less than $50,000,000 and
          subject to supervision or examination by Federal or State
          authority.  If such Authenticating Agent 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, the combined capital and surplus of
          such Authenticating Agent shall be deemed to be its combined
          capital and surplus as set forth in its most recent report of
          condition so published.  If at any time an Authenticating Agent
          shall cease to be eligible in accordance with the provisions of
          this Section, such Authenticating Agent shall resign immediately
          in the manner and with the effect specified in this Section.

                    Any corporation into which an Authenticating Agent may
          be merged or converted or with which it may be consolidated, or
          any corporation resulting from any merger, conversion or
          consolidation to which such Authenticating Agent shall be a
          party, or any corporation succeeding to the corporate agency or
          corporate trust business of an Authenticating Agent, shall
          continue to be an Authenticating Agent, provided such corporation
          shall be otherwise eligible under this Section, without the
          execution or filing of any paper or any further act on the part
          of the Trustee or the Authenticating Agent.

                    An Authenticating Agent may resign at any time by
          giving written notice thereof to the Trustee and to the Company. 
          The Trustee may at any time terminate the agency of an
          Authenticating Agent by giving written notice thereof to such
          Authenticating Agent and to the Company.  Upon receiving such a
          notice of resignation or upon such a termination, or in case at
          any time such Authenticating Agent shall cease to be eligible in
          accordance with the provisions of this Section, the Trustee may
          appoint a successor Authenticating Agent which shall be
          acceptable to the Company.  Any successor Authenticating Agent
          upon acceptance of its appointment hereunder shall become vested
          with all the rights, powers and duties of its predecessor
          hereunder, with like effect as if originally named as an
          Authenticating Agent.  No successor


     <PAGE>
                                      -60-


          Authenticating Agent shall be appointed unless eligible under the
          provisions of this Section.

                    The Trustee agrees to pay to each Authenticating Agent
          from time to time reasonable compensation for its services under
          this Section, and the Trustee shall be entitled to be reimbursed
          for such payments, in accordance with, and subject to the
          provisions of, Section 907.

                    The provisions of Sections 308, 904 and 905 shall be
          applicable to each Authenticating Agent.

                    If an appointment with respect to the Securities of one
          or more series shall be made pursuant to this Section, the
          Securities of such series may have endorsed thereon, in addition
          to the Trustee's certificate of authentication, an alternate
          certificate of authentication substantially in the following
          form:

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

          Dated:
                                             ---------------------------
                                             As Trustee


                                             By
                                               -------------------------
                                               As Authenticating
                                                  Agent

                                             By
                                               -------------------------
                                               Authorized Signatory

                    If all of the Securities of a series may not be
          originally issued at one time, and if the Trustee does not have
          an office capable of authenticating Securities upon original
          issuance located in a Place of Payment where the Company wishes
          to have Securities of such series authenticated upon original
          issuance, the Trustee, if so requested by the Company in writing
          (which writing need not comply with Section 102 and need not be
          accompanied by an Opinion of Counsel), shall appoint, in
          accordance with this Section and in accordance with such
          procedures as shall be acceptable to the Trustee, an
          Authenticating Agent having an office in a Place of Payment
          designated by the Company with respect to such series of
          Securities.


     <PAGE>
                                      -61-


                                     ARTICLE TEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 1001.  LISTS OF HOLDERS.

                    Semiannually, not later than June 1 and December 1 in
          each year, commencing December 1, 1998, and at such other times
          as the Trustee may request in writing, the Company shall furnish
          or cause to be furnished to the Trustee information as to the
          names and addresses of the Holders, and the Trustee shall
          preserve such information and similar information received by it
          in any other capacity and afford to the Holders access to
          information so preserved by it, all to such extent, if any, and
          in such manner as shall be required by the Trust Indenture Act;
          provided, however, that no such list need be furnished so long as
          the Trustee shall be the Security Registrar.

          SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

                    Not later than November 1 in each year, commencing
          November 1, 1998, the Trustee shall transmit to the Holders, the
          Commission and each securities exchange upon which any Securities
          are listed, a report, dated as of the next preceding September
          15, with respect to any events and other matters described in
          Section 313(a) of the Trust Indenture Act, in such manner and to
          the extent required by the Trust Indenture Act.  The Trustee
          shall transmit to the Holders, the Commission and each securities
          exchange upon which any Securities are listed, and the Company
          shall file with the Trustee (within 30 days after filing with the
          Commission in the case of reports which pursuant to the Trust
          Indenture Act must be filed with the Commission and furnished to
          the Trustee) and transmit to the Holders, such other information,
          reports and other documents, if any, at such times and in such
          manner, as shall be required by the Trust Indenture Act. The
          Company shall notify the Trustee of the listing of any Securities
          on any securities exchange.


                                    ARTICLE ELEVEN

                 CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER 

          SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
                         TERMS.

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

                    (a)  the corporation formed by such consolidation or
               into which the Company is merged or the Person which
               acquires by conveyance or transfer, or which leases, the
               properties and assets of the Company substantially as an
               entirety shall be a Person organized and validly existing
               under the laws of the United States, any State thereof or
               

     <PAGE>
                                      -62-


               the District of Columbia, and shall expressly assume, by an
               indenture supplemental hereto, executed and delivered to the
               Trustee, in form satisfactory to the Trustee, the due and
               punctual payment of the principal of and premium, if any,
               and interest, if any, on all Outstanding Securities and the
               performance of every covenant of this Indenture on the part
               of the Company to be performed or observed;

                    (b)  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

                    (c)  the Company shall have delivered to the Trustee an
               Officer's Certificate and an Opinion of Counsel, each
               stating that such consolidation, merger, conveyance, or
               other transfer or lease and such supplemental indenture
               comply with this Article and that all conditions precedent
               herein provided for relating to such transactions have been
               complied with.

          SECTION 1102.  SUCCESSOR CORPORATION SUBSTITUTED.

                    Upon any consolidation by the Company with or merger by
          the Company into any other corporation or any conveyance, or
          other transfer or lease of the properties and assets of the
          Company substantially as an entirety in accordance with Section
          1101, the successor corporation formed by such consolidation or
          into which the Company is merged or the Person 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 Person had been named as the Company herein, and
          thereafter, except in the case of a lease, the predecessor Person
          shall be relieved of all obligations and covenants under this
          Indenture and the Securities Outstanding hereunder.


                                    ARTICLE TWELVE

                               SUPPLEMENTAL INDENTURES

          SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                         HOLDERS.

                    Without the consent of any Holders, the Company 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:

                    (a)  to evidence the succession of another Person to
               the Company and the assumption by any such successor of the
               covenants of the Company herein and in the Securities, all
               as provided in Article Eleven; or

                    (b)  to add one or more covenants of the Company or
               other provisions for the benefit of all Holders or for the
               benefit of the Holders of, or to remain in effect only so


     <PAGE>
                                      -63-


               long as there shall be Outstanding, Securities of one or
               more specified series, or one or more specified Tranches
               thereof, or to surrender any right or power herein
               conferred upon the Company; or

                    (c)  to add any additional Events of Default with
               respect to all or any series of Securities Outstanding
               hereunder; or

                    (d)  to change or eliminate any provision of this
               Indenture or to add any new provision to this Indenture;
               provided, however, that if such change, elimination or
               addition shall adversely affect the interests of the Holders
               of Securities of any series or Tranche Outstanding on the
               date of such indenture supplemental hereto in any material
               respect, such change, elimination or addition shall become
               effective with respect to such series or Tranche only
               pursuant to the provisions of Section 1202 hereof or when no
               Security of such series or Tranche remains Outstanding; or

                    (e)  to provide collateral security for all but not
               part of the Securities; or

                    (f)  to establish the form or terms of Securities of
               any series or Tranche as contemplated by Sections 201 and
               301; or

                    (g)  to provide for the authentication and delivery of
               bearer securities and coupons appertaining thereto
               representing interest, if any, thereon and for the
               procedures for the registration, exchange and replacement
               thereof and for the giving of notice to, and the
               solicitation of the vote or consent of, the holders thereof,
               and for any and all other matters incidental thereto; or

                    (h)  to evidence and provide for the acceptance of
               appointment hereunder by a separate or successor Trustee or
               co-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 911(b); or

                    (i)  to provide for the procedures required to permit
               the Company to utilize, at its option, a noncertificated
               system of registration for all, or any series or Tranche of,
               the Securities; or

                    (j)  to change any place or places where (1) the
               principal of and premium, if any, and interest, if any, on
               all or any series of Securities, or any Tranche thereof,
               shall be payable, (2) all or any series of Securities, or
               any Tranche thereof, may be surrendered for registration of
               transfer, (3) all or any series of Securities, or any
               Tranche thereof, may be surrendered for exchange and (4)
               notices and demands to or upon the Company in respect of all
               or any series of Securities, or any Tranche thereof, and
               this Indenture may be served; or


     <PAGE>
                                      -64-


                    (k)  to cure any ambiguity, to correct or supplement
               any provision herein which may be defective or inconsistent
               with any other provision herein, or to make any other
               changes to the provisions hereof or to add other provisions
               with respect to matters or questions arising under this
               Indenture, provided that such other changes or additions
               shall not adversely affect the interests of the Holders of
               Securities of any series or Tranche in any material respect.

                    Without limiting the generality of the foregoing, if
          the Trust Indenture Act as in effect at the date of the execution
          and delivery of this Indenture or at any time thereafter shall be
          amended and

                         (x)  if any such amendment shall require one or
                    more changes to any provisions hereof or the inclusion
                    herein of any additional provisions, or shall by
                    operation of law be deemed to effect such changes or
                    incorporate such provisions by reference or otherwise,
                    this Indenture shall be deemed to have been amended so
                    as to conform to such amendment to the Trust Indenture
                    Act, and the Company and the Trustee may, without the
                    consent of any Holders, enter into an indenture
                    supplemental hereto to effect or evidence such changes
                    or additional provisions; or

                         (y)  if any such amendment shall permit one or
                    more changes to, or the elimination of, any provisions
                    hereof which, at the date of the execution and delivery
                    hereof or at any time thereafter, are required by the
                    Trust Indenture Act to be contained herein, this
                    Indenture shall be deemed to have been amended to
                    effect such changes or elimination, and the Company and
                    the Trustee may, without the consent of any Holders,
                    enter into an indenture supplemental hereto to evidence
                    such amendment hereof.

          SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                    With the consent of the Holders of a majority in
          aggregate principal amount of the Securities of all series then
          Outstanding under this Indenture, considered as one 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
          modifying in any manner the rights of the Holders of Securities
          of such series under the Indenture; provided, however, that if
          there shall be Securities of more than one series Outstanding
          hereunder and if a proposed supplemental indenture shall directly
          affect the rights of the Holders of Securities of one or more,
          but less than all, of such series, then the consent only of the
          Holders of a majority in aggregate principal amount of the
          Outstanding Securities of all series so directly affected,
          considered as one class, shall be required; and provided,
          further, that if the Securities of any series shall have been
          issued in more than one Tranche and if the proposed supplemental
          indenture shall directly affect the rights of the Holders of
          Securities of one or more, but less than all, of such Tranches,
          then the consent only of the Holders of a majority in aggregate


     <PAGE>
                                      -65-


          principal amount of the Outstanding Securities of all Tranches
          so directly affected, considered as one class, shall be
          required; and provided, further, that no such supplemental
          indenture shall:

                    (a)  change the Stated Maturity of the principal of, or
               any installment of principal of or interest on, any
               Security, or reduce the principal amount thereof or the rate
               of interest thereon (or the amount of any installment of
               interest thereon) or change the method of calculating such
               rate or reduce any premium payable upon the redemption
               thereof, or reduce the amount of the principal of a Discount
               Security that would be due and payable upon a declaration of
               acceleration of the Maturity thereof pursuant to Section
               802, or change the coin or currency (or other property), in
               which any Security or any premium 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 of any Security (or, in the case of redemption, on
               or after the Redemption Date), without, in any such case,
               the consent of the Holder of such Security, or

                    (b)  reduce the percentage in principal amount of the
               Outstanding Securities of any series, or any Tranche
               thereof, the consent of the Holders of which is required for
               any such supplemental indenture, or the consent of the
               Holders of which is required for any waiver of compliance
               with any provision of this Indenture or of any default
               hereunder and its consequences, or reduce the requirements
               of Section 1304 for quorum or voting, without, in any such
               case, the consent of the Holders of each Outstanding
               Security of such series or Tranche, or

                    (c)  modify any of the provisions of this Section,
               Section 607 or Section 813 with respect to the Securities of
               any series, or any Tranche thereof, except to increase the
               percentages in principal amount referred to in this Section
               or such other Sections or to provide that other provisions
               of this Indenture cannot be modified or waived without the
               consent of the Holder of each Outstanding Security affected
               thereby; provided, however, that this clause shall not be
               deemed to require the consent of any Holder with respect to
               changes in the references to "the Trustee" and concomitant
               changes in this Section, or the deletion of this proviso, in
               accordance with the requirements of Sections 911(b), 914 and
               1201(h).

          A supplemental indenture which changes or eliminates any covenant
          or other provision of this Indenture which has expressly been
          included solely for the benefit of one or more particular series
          of Securities, or one or more Tranches thereof, or which 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 the rights under this Indenture of the Holders of
          Securities of any other series or Tranche.

                    It shall not be necessary for any Act of Holders under
          this Section to approve the particular form of any proposed
          supplemental indenture, but it shall be sufficient if such Act
          shall approve the substance thereof.  A waiver by a Holder of
          such Holder's right to consent under this Section shall be deemed
          to be a consent of such Holder.

           
     <PAGE>
                                      -66-


          SECTION 1203.  EXECUTION OF SUPPLEMENTAL INDENTURES.

                    In executing, or accepting the additional trusts
          created by, any supplemental indenture permitted by this Article
          or the modifications thereby of the trusts created by this
          Indenture, the Trustee shall be entitled to receive, and (subject
          to Section 901) 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, immunities or liabilities under this
          Indenture or otherwise.

          SECTION 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

                    Upon the execution of any supplemental indenture under
          this Article, 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.  Any supplemental indenture permitted by
          this Article may restate this Indenture in its entirety, and,
          upon the execution and delivery thereof, any such restatement
          shall supersede this Indenture as theretofore in effect for all
          purposes.

          SECTION 1205.  CONFORMITY WITH TRUST INDENTURE ACT.

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

          SECTION 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
                         INDENTURES.

                    Securities of any series, or any Tranche thereof,
          authenticated and delivered after the execution of any
          supplemental indenture pursuant to this Article 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 of
          any series, or any Tranche thereof, so modified as to conform, in
          the opinion of the Trustee and the Company, 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 of such series or Tranche.

          SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                    If the terms of any particular series of Securities
          shall have been established in a Board Resolution or an Officer's
          Certificate as contemplated by Section 301, and not in an
          indenture supplemental hereto, additions to, changes in or the
          elimination of any of such terms may be effected by means of a
          supplemental Board Resolution or Officer's Certificate, as the
          case may be, delivered to, and accepted by, the Trustee;
          provided, however, that such supplemental Board Resolution or
          Officer's Certificate shall not be accepted by the Trustee or
          otherwise be effective unless all conditions set forth in this
          Indenture which would be required to be satisfied if such
          additions, changes or elimination were contained in a


     <PAGE>
                                      -67-


          supplemental indenture shall have been appropriately satisfied. 
          Upon the acceptance thereof by the Trustee, any such supplemental
          Board Resolution or Officer's Certificate shall be deemed to be
          a "supplemental indenture" for purposes of Section 1204 and 1206.


                                   ARTICLE THIRTEEN

                     MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

          SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

                    A meeting of Holders of Securities of one or more, or
          all, series, or any Tranche or Tranches thereof, may be called at
          any time and from time to time pursuant to this Article to make,
          give or take any request, demand, authorization, direction,
          notice, consent, waiver or other action provided by this
          Indenture to be made, given or taken by Holders of Securities of
          such series or Tranches.

          SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

                    (a)  The Trustee may at any time call a meeting of
               Holders of Securities of one or more, or all, series, or any
               Tranche or Tranches thereof, for any purpose specified in
               Section 1301, to be held at such time and at such place in
               the Borough of Manhattan, The City of New York, as the
               Trustee shall determine, or, with the approval of the
               Company, at any other place.  Notice of every such meeting,
               setting forth the time and the place of such meeting and in
               general terms the action proposed to be taken at such
               meeting, shall be given, in the manner provided in Section
               106, not less than 21 nor more than 180 days prior to the
               date fixed for the meeting.

                    (b)  If the Trustee shall have been requested to call a
               meeting of the Holders of Securities of one or more, or all,
               series, or any Tranche or Tranches thereof, by the Company
               or by the Holders of 33% in aggregate principal amount of
               all of such series and Tranches, considered as one class,
               for any purpose specified in Section 1301, by written
               request setting forth in reasonable detail the action
               proposed to be taken at the meeting, and the Trustee shall
               not have given the notice of such meeting within 21 days
               after receipt of such request or shall not thereafter
               proceed to cause the meeting to be held as provided herein,
               then the Company or the Holders of Securities of such series
               and Tranches in the amount above specified, as the case may
               be, may determine the time and the place in the Borough of
               Manhattan, The City of New York, or in such other place as
               shall be determined or approved by the Company, for such
               meeting and may call such meeting for such purposes by
               giving notice thereof as provided in Subsection (a) of this
               Section.

                    (c)  Any meeting of Holders of Securities of one or
               more, or all, series, or any Tranche or Tranches thereof,
               shall be valid without notice if the Holders of all
               Outstanding Securities of such series or Tranches are
               present in person or by proxy and if representatives of the
               Company and the Trustee are present, or if notice is waived
               

     <PAGE>
                                      -68-


               in writing before or after the meeting by the Holders of all
               Outstanding Securities of such series, or any Tranche or
               Tranches thereof, or by such of them as are not present at
               the meeting in person or by proxy, and by the Company and
               the Trustee.

          SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

                    To be entitled to vote at any meeting of Holders of
          Securities of one or more, or all, series, or any Tranche or
          Tranches thereof, a Person shall be (a) a Holder of one or more
          Outstanding Securities of such series or Tranches, or (b) a
          Person appointed by an instrument in writing as proxy for a
          Holder or Holders of one or more Outstanding Securities of such
          series or Tranches by such Holder or Holders.  The only Persons
          who shall be entitled to attend any meeting of Holders of
          Securities of any series or Tranche shall be the Persons entitled
          to vote at such meeting and their counsel, any representatives of
          the Trustee and its counsel and any representatives of the
          Company and its counsel.

          SECTION 1304.  QUORUM; ACTION.

                    The Persons entitled to vote a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which a meeting shall have been called
          as hereinbefore provided, considered as one class, shall
          constitute a quorum for a meeting of Holders of Securities of
          such series and Tranches; provided, however, that if any action
          is to be taken at such meeting which this Indenture expressly
          provides may be taken by the Holders of a specified percentage,
          which is less than a majority, in principal amount of the
          Outstanding Securities of such series and Tranches, considered as
          one class, the Persons entitled to vote such specified percentage
          in principal amount of the Outstanding Securities of such series
          and Tranches, considered as one class, shall constitute a quorum. 
          In the absence of a quorum within one hour of the time appointed
          for any such meeting, the meeting shall, if convened at the
          request of Holders of Securities of such series and Tranches, be
          dissolved.  In any other case the meeting may be adjourned for
          such period as may be determined by the chairman of the meeting
          prior to the adjournment of such meeting.  In the absence of a
          quorum at any such adjourned meeting, such adjourned meeting may
          be further adjourned for such period as may be determined by the
          chairman of the meeting prior to the adjournment of such
          adjourned meeting.  Except as provided by Section 1305(e), notice
          of the reconvening of any meeting adjourned for more than 30 days
          shall be given as provided in Section 1302(a) not less than 10
          days prior to the date on which the meeting is scheduled to be
          reconvened.  Notice of the reconvening of an adjourned meeting
          shall state expressly the percentage, as provided above, of the
          principal amount of the Outstanding Securities of such series and
          Tranches which shall constitute a quorum.

                    Except as limited by Section 1202, any resolution
          presented to a meeting or adjourned meeting duly reconvened at
          which a quorum is present as aforesaid may be adopted only by the
          affirmative vote of the Holders of a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which such meeting shall have been
          called, considered as one class; provided, however, that, except
          as so limited, any resolution with respect to any action which
          this Indenture expressly provides


     <PAGE>
                                      -69-


          may be taken by the Holders of a specified percentage, which is
          less than a majority, in principal amount of the Outstanding
          Securities of such series and Tranches, considered as one class, 
          may be adopted at a meeting or an adjourned meeting duly
          reconvened and at which a quorum is present as aforesaid by the
          affirmative vote of the Holders of such specified percentage in
          principal amount of the Outstanding Securities of such series and
          Tranches, considered as one class.

                    Any resolution passed or decision taken at any meeting
          of Holders of Securities duly held in accordance with this
          Section shall be binding on all the Holders of Securities of the
          series and Tranches with respect to which such meeting shall have
          been held, whether or not present or represented at the meeting.

          SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING
                         RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

                    (a)  Attendance at meetings of Holders of Securities
               may be in person or by proxy; and, to the extent permitted
               by law, any such proxy shall remain in effect and be binding
               upon any future Holder of the Securities with respect to
               which it was given unless and until specifically revoked by
               the Holder or future Holder of such Securities before being
               voted.

                    (b)  Notwithstanding any other provisions of this
               Indenture, the Trustee may make such reasonable regulations
               as it may deem advisable for any meeting of Holders of
               Securities in regard to proof of the holding of such
               Securities and of the appointment of proxies and in regard
               to the appointment and duties of inspectors of votes, the
               submission and examination of proxies, certificates and
               other evidence of the right to vote, and such other matters
               concerning the conduct of the meeting as it shall deem
               appropriate.  Except as otherwise permitted or required by
               any such regulations, the holding of Securities shall be
               proved in the manner specified in Section 104 and the
               appointment of any proxy shall be proved in the manner
               specified in Section 104.  Such regulations may provide that
               written instruments appointing proxies, regular on their
               face, may be presumed valid and genuine without the proof
               specified in Section 104 or other proof.

                    (c)  The Trustee shall, by an instrument in writing,
               appoint a temporary chairman of the meeting, unless the
               meeting shall have been called by the Company or by Holders
               as provided in Section 1302(b), in which case the Company or
               the Holders of Securities of the series and Tranches calling
               the meeting, as the case may be, shall in like manner
               appoint a temporary chairman.  A permanent chairman and a
               permanent secretary of the meeting shall be elected by vote
               of the Persons entitled to vote a majority in aggregate
               principal amount of the Outstanding Securities of all series
               and Tranches represented at the meeting, considered as one
               class.

                    (d)  At any meeting each Holder or proxy shall be
               entitled to one vote for each $1 principal amount of
               Securities held or represented by him; provided, however,
               that no vote shall be cast or counted at any


     <PAGE>
                                      -70-


               meeting in respect of any Security challenged as not
               Outstanding and ruled by the chairman of the meeting to be
               not Outstanding.  The chairman of the meeting shall have no
               right to vote, except as a Holder of a Security or proxy.

                    (e)  Any meeting duly called pursuant to Section 1302
               at which a quorum is present may be adjourned from time to
               time by Persons entitled to vote a majority in aggregate
               principal amount of the Outstanding Securities of all series
               and Tranches represented at the meeting, considered as one
               class; and the meeting may be held as so adjourned without
               further notice.

          SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                    The vote upon any resolution submitted to any meeting
          of Holders shall be by written ballots on which shall be
          subscribed the signatures of the Holders or of their
          representatives by proxy and the principal amounts and serial
          numbers of the Outstanding Securities, of the series and Tranches
          with respect to which the meeting shall have been called, held or
          represented by them.  The permanent chairman of the meeting shall
          appoint two inspectors of votes who shall count all votes cast at
          the meeting for or against any resolution and who shall make and
          file with the secretary of the meeting their verified written
          reports of all votes cast at the meeting.  A record of the
          proceedings of each meeting of Holders shall be prepared by the
          secretary of the meeting and there shall be attached to said
          record the original reports of the inspectors of votes on any
          vote by ballot taken thereat and affidavits by one or more
          persons having knowledge of the facts setting forth a copy of the
          notice of the meeting and showing that said notice was given as
          provided in Section 1302 and, if applicable, Section 1304.  Each
          copy shall be signed and verified by the affidavits of the
          permanent chairman and secretary of the meeting and one such copy
          shall be delivered to the Company, and another to the Trustee to
          be preserved by the Trustee, the latter to have attached thereto
          the ballots voted at the meeting.  Any record so signed and
          verified shall be conclusive evidence of the matters therein
          stated.

          SECTION 1307.  ACTION WITHOUT MEETING.

                    In lieu of a vote of Holders at a meeting as
          hereinbefore contemplated in this Article, any request, demand,
          authorization, direction, notice, consent, waiver or other action
          may be made, given or taken by Holders by written instruments as
          provided in Section 104.


                                   ARTICLE FOURTEEN

           IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

          SECTION 1401.  LIABILITY SOLELY CORPORATE.

                    No recourse shall be had for the payment of the
          principal of or premium, if any, or interest, if any, on any
          Securities, or any part thereof, or for any claim based thereon
          or otherwise in respect thereof, or of the indebtedness
          represented thereby, or upon any obligation,


     <PAGE>
                                      -71-


          covenant or agreement under this Indenture, against any
          incorporator, shareholder, officer or director, as such, past,
          present or future of the Company or of any predecessor or
          successor corporation (either directly or through the Company or
          a predecessor or successor corporation), whether by virtue of any
          constitutional provision, statute or rule of law, or by the
          enforcement of any assessment or penalty or otherwise; it being
          expressly agreed and understood that this Indenture and all the
          Securities are solely corporate obligations, and that no personal
          liability whatsoever shall attach to, or be incurred by, any
          incorporator, shareholder, officer or director, past, present or
          future, of the Company or of any predecessor or successor
          corporation, either directly or indirectly through the Company or
          any predecessor or successor corporation, because of the
          indebtedness hereby authorized or under or by reason of any of
          the obligations, covenants or agreements contained in this
          Indenture or in any of the Securities or to be implied herefrom
          or therefrom, and that any such personal liability is hereby
          expressly waived and released as a condition of, and as part of
          the consideration for, the execution of this Indenture and the
          issuance of the Securities.


                                   ARTICLE FIFTEEN

                                    SERIES G NOTES

          SECTION 1501.  DESIGNATION OF SERIES G NOTES.

                    There is hereby created a series of Securities
          designated "Floating Rate Senior Notes due April 20, 2000"
          (herein sometimes referred to as "Series G Notes") and limited in
          aggregate principal amount (except as contemplated in Section
          301(b) hereof) to $125,000,000.  The form and terms of the Series
          G Notes shall be established in an Officer's Certificate pursuant
          to Sections 201 and 301.

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

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


     <PAGE>
                                      -72-


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


                                        TEXAS UTILITIES COMPANY


                                        By:  /s/ Robert S. Shapard
                                           --------------------------------
                                                      Treasurer


                                        THE BANK OF NEW YORK, Trustee


                                        By:  /s/ W.N. Gitlin
                                           --------------------------------
                                                     W.N. GITLIN
                                                    Vice President