Exhibit 4(a)



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



                               TEXAS UTILITIES COMPANY

                                          TO

                                 THE BANK OF NEW YORK

                                                       Trustee



                                      ---------


                                      INDENTURE
                       (FOR UNSECURED DEBT SECURITIES SERIES F)


                             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 F Notes

               SECTION 1501.  Designation of Series F 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

          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 election of


   <PAGE>
                                      -2-


             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 govern-
             mental 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 de-
          fined 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 Commis-
          sion, 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, per-
          forming 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 re-
          quest 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 in-
             struments which evidence a direct ownership interest in obli-
             gations 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 Out-
             standing, 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 authen-
          ticated 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 conditions
          precedent, if any, provided for in this Indenture relating to the


     <PAGE>
                                      -8-


          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 cer-
             tificate 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, no-
             tice, 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 shall be deemed to be


     <PAGE>
                                      -11-


             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 serv-
          ice 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 to a Board


     <PAGE>
                                      -14-


          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


     <PAGE>
                                      -16-


             conditions upon 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 In-
             denture and will constitute valid and legally binding obliga-
             tions 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 Peri-
          odic 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 en-
          forceability 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 own rights, duties


     <PAGE>
                                      -21-


          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 defi-
          nitive 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 instrument of transfer in form sat-


     <PAGE>
                                      -23-


          isfactory 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 Trus-
          tee (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


     <PAGE>
                                      -24-


          constitute an original additional contractual obligation of the
          Company, whether or not the destroyed, lost or stolen Security
          shall be at any time enforceable by anyone 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 Secu-
             rities 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 pro-
             posed 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


     <PAGE>
                                      -25-


             Securities of such series (or their respective 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 their terms and (except as otherwise specified


     <PAGE>
                                      -27-


          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 Offi-
          cer'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 pro-
          vided 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 sat-
          isfied, 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 man-
          datory 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 required office or agency in


     <PAGE>
                                      -32-


          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 execute and deliver to the Trustee an


     <PAGE>
                                      -33-


          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 duties of the Trustee in respect of any such


     <PAGE>
                                      -35-


          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


     <PAGE>
                                      -36-


             initiated 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 which is due and payable within one year of the date


     <PAGE>
                                      -37-


             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 to have been


     <PAGE>
                                      -38-


          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 (x), (y) and (z) above, the Trustee


     <PAGE>
                                      -39-


          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 pro-
          vided 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 inter-
          est 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 pay-
             able; 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 appli-
             cable 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 bank-
             ruptcy, 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


     <PAGE>
                                      -45-


          any demand on the Company for the payment of overdue principal or
          interest) shall be entitled and empowered, by intervention in
          such proceeding or otherwise,

                  (a)  to file and prove a claim for the 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 Arti-
          cle 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 un-
             paid 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 proceed-
          ing, 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 redemp-
          tion, 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 available to


     <PAGE>
                                      -48-


          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 reason-
          able 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 after


     <PAGE>
                                      -49-


          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, instrument, opinion,


     <PAGE>
                                      -51-


             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 (ex-
          cept 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 correct-
          ness.  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 conflicting interest or resign to the


     <PAGE>
                                      -53-


          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 G), 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 until the acceptance


     <PAGE>
                                      -54-


             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


     <PAGE>
                                      -55-


             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 succes-
             sor 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 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


     <PAGE>
                                      -56-


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

                  (b)  In case of the appointment hereunder of a successor
             Trustee with respect to the Securities of one or more (but not
             all) series, the Company, the retiring Trustee and each
             successor Trustee with respect to the Securities of one or
             more series shall execute and deliver an indenture
             supplemental hereto wherein each successor Trustee shall
             accept such appointment and which (1) shall contain such
             provisions as shall be necessary or desirable to transfer and
             confirm to, and to vest in, each successor Trustee all the
             rights, powers, trusts and duties of the retiring Trustee with
             respect to the Securities of that or those series to which the
             appointment of such successor Trustee relates, (2) 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 succes-
             sor 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


     <PAGE>
                                      -58-


          Trustee, or to act as separate trustee, in either 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


     <PAGE>
                                      -60-


          Authenticating Agent.  No successor 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 ap-
          plicable 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


     <PAGE>
                                      -62-


             United States, any State thereof or the District of Columbia,
             and shall expressly assume, by an indenture supplemental
             hereto, executed and delivered to the Trustee, in form sat-
             isfactory 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 per-
             formed 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 long as


     <PAGE>
                                      -63-


             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 Inden-
             ture 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 Securi-
             ties; 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 conse-
             quences, 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


     <PAGE>
                                      -68-


             are present, or if notice is waived 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 pre-
          sented 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 may be taken by the Holders of


     <PAGE>
                                      -69-


          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 Inden-
             ture, 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 meeting in respect of


     <PAGE>
                                      -70-


             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


     <PAGE>
                                      -71-


          upon any obligation, 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 F NOTES

          SECTION 1501.  DESIGNATION OF SERIES F NOTES.

                  There is hereby created a series of Securities designated
          "5.94% MAndatory Putable/remarketable Securities" (herein
          sometimes referred to as "Series F Notes") and limited in
          aggregate principal amount (except as contemplated in Section
          301(b) hereof) to $375,000,000.  The form and terms of the Series
          F Notes shall be established in an Officer's Certificate pursuant
          to Sections 201 and 301.

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

                  This instrument may be executed in any number of counter-
          parts, 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