<PAGE> 1
===============================================================================


                                 SOLUTIA INC.

                                      TO

                           THE CHASE MANHATTAN BANK
                                  AS TRUSTEE

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


                                   INDENTURE

                          DATED AS OF OCTOBER 1, 1997




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



===============================================================================


<PAGE> 2

                                 SOLUTIA INC.

        RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                    INDENTURE, DATED AS OF OCTOBER 1, 1997

<TABLE>
<CAPTION>
 TRUST INDENTURE                                               INDENTURE
   ACT SECTION                                                  SECTION
 ---------------                                               ---------
<S>                                                         <C>
Section 310(a)(1)                                           609
           (a)(2)                                           609
           (a)(3)                                           Not Applicable
           (a)(4)                                           Not Applicable
           (b)                                              608
                                                            610
Section 311(a)                                              613
           (b)                                              613
Section 312(a)                                              701
                                                            702
           (b)                                              702
           (c)                                              702
Section 313(a)                                              703
           (b)                                              703
           (c)                                              703
           (d)                                              703
Section 314(a)                                              704
           (a)(4)                                           1006
           (b)                                              Not Applicable
           (c)(1)                                           102
           (c)(2)                                           102
           (c)(3)                                           Not Applicable
           (d)                                              Not Applicable
           (e)                                              102
Section 315(a)                                              601, 603
           (b)                                              602
                                                            703
           (c)                                              601
           (d)                                              601
           (d)(1)                                           601, 603
           (d)(2)                                           601
           (d)(3)                                           601
           (e)                                              514
Section 316(a)(1)(A)                                        512
           (a)(1)(B)                                        513
           (a)(2)                                           Not Applicable
           (b)                                              507, 508
           (c)                                              512, 513
Section 317(a)(1)                                           503
           (a)(2)                                           504
           (b)                                              1003
Section 318(a)                                              107

<FN>
---------------
      Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.
</TABLE>


<PAGE> 3
<TABLE>
                                       TABLE OF CONTENTS

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

<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
PARTIES                                                                            1
Recitals of the Company                                                            1

                                        ARTICLE ONE
                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.    Definitions                                                        1
                Act                                                                1
                Affiliate; control                                                 1
                Attributable Debt                                                  1
                Authenticating Agent                                               2
                Board of Directors                                                 2
                Board Resolution                                                   2
                Business Day                                                       2
                Commission                                                         2
                Company                                                            2
                Company Request; Company Order                                     2
                Consolidated Net Tangible Assets                                   2
                Corporate Trust Office                                             2
                corporation                                                        2
                Defaulted Interest                                                 2
                Depositary                                                         2
                Event of Default                                                   2
                Foreign Currency                                                   3
                Foreign Government Securities                                      3
                Funded Debt                                                        3
                Global Security or Global Securities                               3
                Holder                                                             3
                Indenture                                                          3
                Industrial Development Bonds                                       3
                Interest                                                           3
                Interest Payment Date                                              3
                Maturity                                                           3
                Officers' Certificate                                              3

<FN>
---------------

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



<PAGE> 4
<CAPTION>

                                                                                PAGE
<S>                                                                             <C>
                Opinion of Counsel                                                 3
                Original Issue Discount Security                                   4
                Outstanding                                                        4
                Paying Agent                                                       4
                Person                                                             4
                Place of Payment                                                   4
                Predecessor Security                                               5
                Principal Property                                                 5
                Redemption Date                                                    5
                Redemption Price                                                   5
                Regular Record Date                                                5

                                     i
<PAGE> 5
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
                Responsible Officer                                                5
                Restricted Subsidiary                                              5
                Securities                                                         5
                Security Register and Security Registrar                           6
                Special Record Date                                                6
                Stated Maturity                                                    6
                Subsidiary                                                         6
                Trustee                                                            6
                Trust Indenture Act                                                6
                U.S. Government Obligations                                        6
                United States                                                      6
                Vice President                                                     6
                Voting Shares                                                      6
SECTION 102.    Compliance Certificates and Opinions                               6
SECTION 103.    Form of Documents Delivered to Trustee                             7
SECTION 104.    Acts of Holders                                                    7
SECTION 105.    Notices, Etc., to Trustee and Company                              8
SECTION 106.    Notice to Holders; Waiver                                          8
SECTION 107.    Conflict with Trust Indenture Act                                  8
SECTION 108.    Effect of Headings and Table of Contents                           8
SECTION 109.    Successors and Assigns                                             9
SECTION 110.    Separability Clause                                                9
SECTION 111.    Benefits of Indenture                                              9
SECTION 112.    Governing Law                                                      9
SECTION 113.    Legal Holidays                                                     9

                                   ARTICLE TWO
                                  SECURITY FORMS

SECTION 201.    Forms Generally                                                    9
SECTION 202.    Form of Face of Security                                          10
SECTION 203.    Form of Reverse of Security                                       11
SECTION 204.    Additional Provisions Required in Global Security                 14
SECTION 205.    Form of Trustee's Certificate of Authentication                   15

                                   ARTICLE THREE
                                   THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series                              15
SECTION 302.    Denominations                                                     17
SECTION 303.    Execution, Authentication, Delivery and Dating                    17
SECTION 304.    Temporary Securities                                              18
SECTION 305.    Registration, Registration of Transfer and Exchange               19
SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities                  20
SECTION 307.    Payment of Interest; Interest Rights Preserved                    20
SECTION 308.    Persons Deemed Owners                                             21
SECTION 309.    Cancellation                                                      21
SECTION 310.    Computation of Interest                                           21

                                    ii

<PAGE> 6
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture                           22
SECTION 402.    Application of Trust Money; Indemnification                       22
SECTION 403.    Satisfaction, Discharge and Defeasance of
                  Securities of any Series                                        23
SECTION 404.    Reinstatement                                                     24

                                     ARTICLE FIVE
                                       REMEDIES

SECTION 501.    Events of Default                                                 25
SECTION 502.    Acceleration of Maturity; Rescission and Annulment                26
SECTION 503.    Collection of Indebtedness and Suits for Enforcement
                  by Trustee                                                      27
SECTION 504.    Trustee May File Proofs of Claim                                  28
SECTION 505.    Trustee May Enforce Claims Without
                  Possession of Securities                                        28
SECTION 506.    Application of Money Collected                                    28
SECTION 507.    Limitation on Suits                                               29
SECTION 508.    Unconditional Right of Holders to Receive
                  Principal, Premium and Interest                                 29
SECTION 509.    Restoration of Rights and Remedies                                29
SECTION 510.    Rights and Remedies Cumulative                                    29
SECTION 511.    Delay or Omission Not Waiver                                      30
SECTION 512.    Control by Holders                                                30
SECTION 513.    Waiver of Past Defaults                                           30
SECTION 514.    Undertaking for Costs                                             31

                                     ARTICLE SIX
                                     THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities                               31
SECTION 602.    Notice of Defaults                                                31
SECTION 603.    Certain Rights of Trustee                                         31
SECTION 604.    Not Responsible for Recitals or Issuance of Securities            32
SECTION 605.    May Hold Securities                                               32
SECTION 606.    Money Held in Trust                                               33
SECTION 607.    Compensation and Reimbursement                                    33
SECTION 608.    Disqualification; Conflicting Interests                           33
SECTION 609.    Corporate Trustee Required; Eligibility                           33
SECTION 610.    Resignation and Removal; Appointment of Successor                 34
SECTION 611.    Acceptance of Appointment by Successor                            35
SECTION 612.    Merger, Conversion, Consolidation or Succession to Business       36
SECTION 613.    Preferential Collection of Claims Against Company                 36
SECTION 614.    Appointment of Authenticating Agent                               36
SECTION 615.    Investment of Certain Payments Held by the Trustee                37

                                    iii
<PAGE> 7
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>

                                   ARTICLE SEVEN
                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders         38
SECTION 702.    Preservation of Information; Communications to Holders            38
SECTION 703.    Reports by Trustee                                                38
SECTION 704.    Reports by Company                                                38

                                     ARTICLE EIGHT
                   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Company May Consolidate, Etc., Only on Certain Terms              39
SECTION 802.    Securities to be Secured in Certain Events                        39
SECTION 803.    Successor Substituted                                             39

                                   ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders                40
SECTION 902.    Supplemental Indentures with Consent of Holders                   41
SECTION 903.    Execution of Supplemental Indentures                              41
SECTION 904.    Effect of Supplemental Indentures                                 42
SECTION 905.    Conformity with Trust Indenture Act                               42
SECTION 906.    Reference in Securities to Supplemental Indentures                42

                                    ARTICLE TEN
                                     COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest                        42
SECTION 1002.   Maintenance of Office or Agency                                   42
SECTION 1003.   Money for Securities Payments to Be Held in Trust                 43
SECTION 1004.   Payment of Taxes and Other Claims                                 44
SECTION 1005.   Maintenance of Principal Properties                               44
SECTION 1006.   Statement as to Default                                           44
SECTION 1007.   Corporate Existence                                               44
SECTION 1008.   Limitation upon Liens                                             44
SECTION 1009.   Limitation upon Sales and Leasebacks                              46
SECTION 1010.   Defeasance of Certain Obligations                                 47
SECTION 1011.   Waiver of Certain Covenants                                       48

                                    ARTICLE ELEVEN
                               REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article                                          49
SECTION 1102.   Election to Redeem; Notice to Trustee                             49
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed                 49
SECTION 1104.   Notice of Redemption                                              49
SECTION 1105.   Deposit of Redemption Price                                       50

                                    iv

<PAGE> 8
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
SECTION 1106.   Securities Payable on Redemption Date                             50
SECTION 1107.   Securities Redeemed in Part                                       50

                                     ARTICLE TWELVE
                                     SINKING FUNDS

SECTION 1201.   Applicability of Article                                          51
SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities             51
SECTION 1203.   Redemption of Securities for Sinking Fund                         51

                                ARTICLE THIRTEEN
                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                      OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 1301.   Exemption from Individual Liability                               51
TESTIMONIUM                                                                       52
SIGNATURES AND SEALS                                                              52
ACKNOWLEDGMENTS                                                                   53
</TABLE>

                                       v

<PAGE> 9

      INDENTURE, dated as of October 1, 1997 between SOLUTIA INC., a
corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at P.O.
Box 66760, 10030 Olive Boulevard, St. Louis, Missouri 63166-6760, and THE
CHASE MANHATTAN BANK, a corporation organized and operating under the laws of
the State of New York, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTUREE 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
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:

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

            (2)  all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the
      meanings assigned to them therein;

            (3)  all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted
      accounting principles; and

            (4)  the words "herein", "hereof" and "hereunder" and other words
      of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.

      Certain terms, used principally in Article Six, are defined in that
Article.

      "Act", when used with respect to any Holder, 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 indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Attributable Debt" means, as of any date upon which a determination of
the amount thereof shall be computed, an amount determined by multiplying the
greater, at the time a sale and leaseback transaction was entered into, of
(i) the fair value of the real property subject to such arrangement (as
determined by the Company) or (ii) the net proceeds of the sale of such real
property to the lender or investor, by a fraction of which the numerator
shall be the unexpired initial

<PAGE> 10

term of the lease of such real property as of the date of determination of
such computation and of which the denominator shall be the full initial term of
such lease.  Attributable Debt shall not include any such arrangement involving
Industrial Development Bonds.

      "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities of one or more series
pursuant to Section 614.

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

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

      "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or
obligated by law to close, unless otherwise specified in or pursuant to a
Board Resolution or in one or more indentures supplemental hereto.

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

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

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

      "Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being renewable or extendible) and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
balance sheet of the Company and its consolidated subsidiaries and computed
in accordance with generally accepted accounting principles.

      "Corporate Trust Office" means the office of the Trustee for Securities
of any series at which at any particular time its corporate trust business
shall be principally administered, which office of THE CHASE MANHATTAN BANK,
at the date of the execution of this Indenture is located at 450 West 33rd
Street, New York, New York 10001.

      "corporation" includes corporations, associations, companies, joint
stock companies, limited liability companies, and business trusts.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such series by the
Company pursuant to Section 301, which Person shall be a clearing agency
registered under the Securities Exchange Act of 1934, as amended; and if at
any time there is more than one such Person, "Depositary' as used with
respect to the Securities of any series shall mean the Depositary with
respect to the Securities of such series.

      "Event of Default" has the meaning specified in Section 501.

                                    2

<PAGE> 11

      "Foreign Currency" means a currency or cash issued by the government of
any country other than the United States of America or units based on or
relating to such currencies (including European Currency Units) (such units,
including European Currency Units, being hereinafter referred to as
"composite currencies' or "basket currencies').

      "Foreign Government Securities" means, with respect to Securities of
any series that are denominated in a Foreign Currency, noncallable (i) direct
obligations of the government that issued such Foreign Currency for the
payment of which obligations its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of such government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such
government.

      "Funded Debt" means all indebtedness for money borrowed, or evidenced
by a bond, debenture, note or similar instrument or agreement whether or not
for money borrowed, having a maturity of more than 12 months from the date as
of which the amount thereof is to be determined or having a maturity of less
than 12 months but by its terms being renewable or extendible beyond 12
months from such date at the option of the borrower, provided that the
definition of Funded Debt shall be deemed to include any commercial paper of
the Company which is accounted for as long-term debt on the Company's balance
sheet.

      "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, bearing the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such
Securities) evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or nominee.

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

      "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.  The term "Indenture" shall also include the terms
of particular series of Securities established in or pursuant to a Board
Resolution as contemplated by Section 301.

      "Industrial Development Bonds" means obligations issued or guaranteed
by, or supported by the full faith and credit of, a State, a Commonwealth, a
Territory, or a possession of the United States of America, or any political
subdivision or governmental authority of any of the foregoing, or the
District of Columbia.

      "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

      "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment 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 instalment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.

      "Officers' Certificate" means a certificate, complying with the
provisions of Section 102, signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company including employees of the Company, and who shall be
acceptable to the Trustee, which shall comply with the provisions of Section
102.

                                    3

<PAGE> 12

      "Original Issue 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 502.

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

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

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or
      any Paying Agent (other than the Company) in trust or set aside and
      segregated in trust by the Company (if the Company shall act as its
      own Paying Agent) for the Holders of such Securities; provided that,
      if such Securities are to be redeemed, notice of such redemption has
      been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made;

            (iii) Securities which have been defeased pursuant to Section 403
      hereof; and

            (iv) 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 that such
      Securities are held by a bona fide purchaser in whose hands such
      Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to
Section 502, (B) if, as of such date, the principal amount payable at the
Stated Maturity of a Security is not determinable, the principal amount of
such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal
amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of such Security (or, in
the case of a Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded.  Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

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

      "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified
as contemplated by Section 301.

                                    4

<PAGE> 13

      "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
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

      "Principal Property" means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a
part thereof, used primarily for manufacturing and located in the United
States, the gross book value (without deduction of any reserve for
depreciation) of which on the date as of which the determination is being
made is an amount which exceeds 3% of Consolidated Net Tangible Assets, other
than any such building, structure or other facility or any portion thereof or
any such fixture (together with the land upon which it is erected and
fixtures comprising a part thereof) (i) which is financed by Industrial
Development Bonds or (ii) which, in the opinion of the Board of Directors of
the Company, is not of material importance to the total business conducted by
the Company and its Restricted Subsidiaries taken as a whole.

      "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.

      "Responsible Officer" when used with respect to the Trustee shall mean
any officer in the corporate trust department (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred at the Corporate Trust Office because of his or her
knowledge of and familiarity with the particular subject.

      "Restricted Subsidiary" means as of the date of determination a
Subsidiary (a) more than 50% of whose operating revenues and net sales during
the four preceding calendar quarters, if any, were derived in or more than
50% of whose operating properties are located in the United States, (b) more
than 50% of whose assets consist of securities of other Restricted
Subsidiaries, or (c) which owns any Principal Property; provided, however,
that the term "Restricted Subsidiary" shall not include any Subsidiary (i)
more than 80% of whose revenues during the four preceding calendar quarters,
if any, were derived from, and more than 80% of whose assets are related to,
the financing of foreign subsidiaries, or the financing of sales or leasing
to Persons other than the Company or any other Restricted Subsidiary, (ii)
which is primarily engaged in holding or developing real estate or
constructing buildings or designing, constructing or otherwise manufacturing
structures, equipment, systems, machines, devices or facilities for the
control or abatement of atmospheric pollutants or contaminants, water
pollution, noise, odor or other pollution or waste disposal, (iii) which is a
bank, insurance company or finance company, (iv) which is or was a "DISC"
(Domestic International Sales Corporation) or a "FSC" (Foreign Sales
Corporation), as defined in Sections 992 or 922, respectively, of the
Internal Revenue Code of 1986, as amended, or which receives similar tax
treatment under any subsequent amendments thereto or successor laws thereof
or (v) which is any other financial entity whose accounts as of the date of
determination are not required to be consolidated with the accounts of the
Company in its audited consolidated financial statements (but such Subsidiary
shall be excluded pursuant to any of clauses (i) through (v) of this proviso
only so long as it shall not own any Principal Property).

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

                                    5

<PAGE> 14

      "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

      "Subsidiary" means any corporation at least a majority of the Voting
Shares of which is at the time owned directly or indirectly by the Company or
by one or more Subsidiaries of the Company, or by the Company and by one or
more Subsidiaries of the Company.

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

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed except as provided in
Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

      "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency
or instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States.

      "United States" means the United States of America excluding its
territories and possessions, but including the Commonwealth of Puerto Rico.

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

      "Voting Shares" means outstanding shares of capital stock having voting
power for the election of directors, whether at all times or only so long as
no senior class of stock has such voting power because of default in
dividends or other default.

SECTION 102.  Compliance Certificates and Opinions.

      Except as otherwise expressly provided by 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 furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this
Indenture.

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

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

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

                                    6

<PAGE> 15

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

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

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

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

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

SECTION 104.  Acts of Holders.

      (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given,
made 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 agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

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

                                    7

<PAGE> 16

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

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

SECTION 105.  Notices, Etc., to Trustee and Company.

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

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

            (2)  the Company by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if in writing and mailed, by registered mail,
      postage prepaid, to the Company, to the attention of the Treasurer,
      addressed to it at the address of its principal office specified in
      the first paragraph of this instrument or at any other address
      previously furnished in writing to the Trustee by the Company for
      this purpose.

SECTION 106.  Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.  Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

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

SECTION 107.  Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of
and govern this Indenture, the latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.

SECTION 108.  Effect of Headings and Table of Contents.

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

                                    8

<PAGE> 17

SECTION 109.  Successors and Assigns.

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

SECTION 110.  Separability Clause.

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

SECTION 111.  Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, 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 without giving effect to
applicable principles of conflicts of law to the extent the application of
the laws of another jurisdiction would be required thereby.

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) 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
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                                  ARTICLE TWO

                                SECURITY FORMS

SECTION 201.  Forms Generally.

      The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with 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
of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
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.

      The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

                                    9

<PAGE> 18

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

SECTION 202.  Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

                                 SOLUTIA INC.
                        ...............................


No.                                                              $

      SOLUTIA INC., a Delaware corporation (hereinafter called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                                       or registered assigns, the principal
sum of
Dollars on
[If the Security is to bear interest prior to Maturity, insert--, and to pay
interest thereon from           or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on
and        in each year, commencing                 , at the rate of
   % per annum, until the principal hereof is paid or made available for
payment [If applicable insert--, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of      % per annum on any
overdue principal and premium].  [The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the            or
           (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].

      [If the Security is not to bear interest prior to Maturity, insert--
The principal of this Security shall not bear interest except in the case of
a default in payment of principal upon acceleration, upon redemption or at
Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of      % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for.  Interest on any overdue principal or
premium shall be payable on demand.]

      Payment of the principal of (and premium, if any) and [if applicable,
insert-- any such interest on this Security will be made at the office or
agency of the Company maintained for that purpose in             , in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable,
insert--; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer].

                                    10

<PAGE> 19

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:
                                          SOLUTIA INC.

                                          BY
                                            -----------------------------------

ATTEST:

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


SECTION 203.  Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of October 1, 1997 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is
one of the series designated on the face hereof [, limited in aggregate
principal amount to $        ].

      [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert-- (1) on                in any year commencing with the year
and ending with the year         through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after         , 20  ], as a whole or in part, at the
election of the Company], at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before        ,   %,
and if redeemed] during the 12-month period beginning            of the years
indicated,

<TABLE>
<CAPTION>
                   REDEMPTION                          REDEMPTION
      YEAR            PICE              YEAR              PRICE
      ----         ----------           ----           ----------
      <S>          <C>                  <C>            <C>


</TABLE>

                                    11

<PAGE> 20

and thereafter at a Redemption Price equal to   % of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

      [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on         in any
year commencing with the year        and ending with the year        through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on
or after            ], as a whole or in part, at the election of the Company,
at the Redemption Prices for redemption otherwise than through operation of
the sinking fund (expressed as percentages of the principal amount) set forth
in the table below: If redeemed during the 12-month period beginning
of the years indicated,

<TABLE>
<CAPTION>
                                                          REDEMPTION PRICE
                            REDEMPTION PRICE                FOR REDEMPTION
                             FOR REDEMPTION                OTHERWISE THAN
                           THROUGH OPERATION              THROUGH OPERATION
                             OF THE SINKING                    OF THE
          YEAR                    FUND                      SINKING FUND
          ----             -----------------              -----------------
          <C>              <C>                            <C>

</TABLE>

and thereafter at a Redemption Price equal to      % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture.]

      [Notwithstanding the foregoing, the Company may not, prior to       ,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed
having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than      % per annum [;
provided, however, that this shall not prevent a redemption pursuant to
Section 1009(b) of the Indenture.]]

      [The sinking fund for this series provides for the redemption on
in each year beginning with the year       and ending with the year       of
[not less than] $        [("mandatory

                                    12

<PAGE> 21

sinking fund") and not more than $    ] aggregate principal amount of Securities
of this series.  [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made.]]

      [In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]

      [If the Security is not an Original Issue Discount Security,--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture provides that such declaration may in certain events be
annulled by the Holder of a majority in principal amount of the Outstanding
Securities of this series.]

      [If the Security is an Original Issue Discount Security,--If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.  Such amount shall be equal to--insert formula for determining the
amount.  Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if
any, on the Securities of this series shall terminate.  The Indenture
provides that such declaration may in certain events be annulled by the
Holders of a majority in principal amount of the Outstanding Securities of
this series.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities
at the time Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of
this series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Outstanding Securities of
this series a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the

                                    13

<PAGE> 22

principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

      The Securities of this series are issuable only in registered form
without coupons in denominations of $     [and any integral multiple
thereof].  As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of
a different authorized denomination, as requested by the Holder surrendering
the same.

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

      Prior to due presentment of this 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 this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.

      No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past, present or future,
of the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.

      All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.  Additional Provisions Required in Global Security.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, any Global Security issued hereunder shall, in
addition to the provisions contained in Sections 202 and 203, bear a legend
in substantially the following form:

            This Security is a Global Security within the meaning of the
      Indenture hereinafter referred to and is registered in the name of a
      Depositary or a nominee of a Depositary.  This Security is
      exchangeable for Securities registered in the name of a person other
      than the Depositary or its nominee only in the limited circumstances
      described in the Indenture, and may not be transferred except as a
      whole by the Depositary to a nominee of the Depositary or by a
      nominee of the Depositary to the Depositary or another nominee of the
      Depositary.

                                    14

<PAGE> 23

SECTION 205.  Form of Trustee's Certificate of Authentication.

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

                                          THE CHASE MANHATTAN BANK
                                          as Trustee

                                          By
                                            -----------------------------------
                                                Authorized Officer

                                 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.  There shall be
established in or pursuant to a Board Resolution, and, subject to Section
303, set forth in an Officers' Certificate or determined in the manner set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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

            (2)  any limit upon the aggregate principal amount of the
      Securities of the series which may be authenticated and delivered
      under this Indenture (except for Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other Securities of the series pursuant to Sections 304,
      305, 306, 906 or 1107 and except for any Securities which, pursuant
      to Section 303, are deemed never to have been authenticated and
      delivered hereunder);

            (3)  the Person to whom any interest on a Security of the series
      shall be payable, if other than 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;

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

            (5)  the rate or rates at which the Securities of the series
      shall bear interest, if any, or the method of determination of such a
      rate or rates (including any provisions for the increase or decrease
      of such rate or rates upon the occurrence of specified events), the
      date or dates from which any such interest shall accrue, or the
      method by which such date or dates shall be determined, the date on
      which payment of such interest shall commence, the Interest Payment
      Dates on which any such interest shall be payable and the Regular
      Record Date for any such interest payable on any Interest Payment
      Date;

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

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

                                    15

<PAGE> 24

            (8)  the obligation, if any, of the Company to redeem or purchase
      any Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the
      period or periods (or the method of determination of such a period or
      periods) within which, the price or prices at which, and the terms
      and conditions upon which any Securities of the series shall be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

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

            (10)  if other than the principal amount thereof, the portion of
      the principal amount of Securities of the series which shall be
      payable upon declaration of acceleration of the Maturity thereof
      pursuant to Section 502;

            (11)  if the amount of principal of or any premium or interest on
      any Securities of the series may be determined with reference to an
      index or pursuant to a formula, the manner in which such amounts
      shall be determined;

            (12)  if other than the currency of the United States of America,
      the currency, currencies or currency units in which the principal of
      or any premium or interest on any Securities of the series shall be
      payable and the manner of determining the equivalent thereof in the
      currency of the United States of America for any purpose, including
      for purposes of the definition of "Outstanding" in Section 101;

            (13)  if the principal of or any premium or interest on any
      Securities of the series is to be payable, at the election of the
      Company or the Holder thereof, in one or more currencies or currency
      units other than that or those in which such Securities are stated to
      be payable, the currency, currencies or currency units in which the
      principal of or any premium or interest on such Securities as to
      which such election is made shall be payable, the periods within
      which and the terms and conditions upon which such election is to be
      made and the amount so payable (or the manner in which such amount
      shall be determined);

            (14)  if the principal amount payable at the Stated Maturity of
      any Securities of the series will not be determinable as of any one
      or more dates prior to the Stated Maturity, the amount which shall be
      deemed to be the principal amount of such Securities as of any such
      date for any purpose thereunder or hereunder, including the principal
      amount thereof which shall be due and payable upon any Maturity other
      than the Stated Maturity or which shall be deemed to be Outstanding
      as of any date prior to the Stated Maturity (or, in any such case,
      the manner in which such amount deemed to be the principal amount
      shall be determined);

            (15)  whether Sections 403 or 1010 shall apply to the Securities
      of such series;

            (16)  if applicable, that any Securities of the series shall be
      issuable in whole or in part in the form of one or more Global
      Securities and, in such case, the respective Depositaries for such
      Global Securities, the form of any legend or legends which shall be
      borne by any such Global Security in addition to or in lieu of that
      set forth in Section 204 and any circumstances in addition to or in
      lieu of those set forth in Section 305 in which any such Global
      Security may be exchanged in whole or in part for Securities
      registered, and any transfer of such Global Security in whole or in
      part may be registered, in the name or names of Persons other than
      the Depositary for such Global Security or a nominee thereof;

            (17)  any addition to or change in the Events of Default which
      applies to any Securities of the series and any change in the right
      of the Trustee or the requisite Holders of such Securities to declare
      the principal amount thereof due and payable pursuant to Section 502;

            (18)  any addition to or change in the covenants set forth in
      Article Ten which applies to Securities of the series; and

                                    16

<PAGE> 25

            (19)  any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as
      permitted by Section 901(5)).

      All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section
303) set forth in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

      If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

SECTION 302.  Denominations.

      The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated
by Section 301.  In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery and Dating.

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

      Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the
Company, 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.

      At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities.  If the form or terms of the Securities of the series have been
established as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

            (a)  that such form has been established in conformity with the
      provisions of this Indenture;

            (b)  that such terms have been established in conformity with the
      provisions of this Indenture; and

            (c)  that such Securities, when authenticated and delivered by
      the Trustee and issued by the Company in the manner and subject to
      any conditions specified in such Opinion of Counsel, will constitute
      valid and legally binding obligations of the Company, enforceable in
      accordance with their terms, subject to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting the enforcement of creditors' rights and to general equity
      principles; provided that such Opinion of Counsel need express no
      opinion as to whether a court in the United States would render a
      money judgment in a currency other than that of the United States.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own

                                    17

<PAGE> 26

rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which the Trustee determines would expose it to personal
liability.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 301 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication upon
original issuance of the first Security of such series to be issued.  After
the original issuance of the first Security of such series to be issued, any
separate request by the Company that the Trustee authenticate Securities of
such series for original issuance will be deemed to be a certification by the
Company that it is in compliance with all conditions precedent provided for
in this Indenture relating to the authentication and delivery of such
Securities.

      The Trustee shall not be required to authenticate Securities
denominated in a coin or currency other than that of the United States of
America if the Trustee reasonably determines that such Securities impose duties
or obligations on the Trustee which the Trustee is not able or reasonably
willing to accept; provided that the Trustee, upon the request of the
Company, will resign as Trustee with respect to Securities of any series as
to which such a determination is made, prior to the issuance of such
Securities, and will comply with the request of the Company to execute and
deliver a supplemental indenture appointing a successor Trustee pursuant to
Section 611 hereof.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never
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 of this Indenture.

SECTION 304.  Temporary Securities.

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

      If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without
unreasonable delay.  After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place
of Payment for that series, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series and
of like tenor of authorized denominations.  Until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

                                    18

<PAGE> 27

SECTION 305.  Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept a register (the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities.  Unless and until otherwise determined by the Company by or
pursuant to a Board Resolution, the Security Register shall be kept at the
Corporate Trust Office of the Trustee, and the Trustee is hereby initially
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.

      At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the
Securities to be exchanged at 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 issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, 906 or 1107 not involving any
transfer.

      The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series for a period of 15 days before the
selection of any Securities of that series and of like tenor for redemption
under Section 1103, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

      Notwithstanding the foregoing, any Global Security shall be
exchangeable pursuant to this Section 305 for Securities registered in the
names of Persons other than the Depositary for such Security or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time
such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities.  Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depositary shall direct.

      Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with
respect to such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary.

                                    19

<PAGE> 28

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 of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

      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
expenses (including the fees and expenses of the Trustee) connected
therewith.

      Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that 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 provided as contemplated by Section 301 with respect
to any series of Securities, 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.

      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 relevant 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 (1) or (2) below:

            (1)  The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the Securities of such series
      (or their respective Predecessor Securities) are registered at the close
      of business on a 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 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.

                                    20

<PAGE> 29

      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 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 his address as it
      appears in the Security Register, not less than 10 days prior to such
      Special Record Date.  Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the
      Securities of such series (or their respective Predecessor Securities)
      are registered at the close of business on such Special Record Date and
      shall no longer be payable pursuant to the following Clause (2).

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

      Subject to the foregoing provisions of this Section, 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 owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest 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.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it.  The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of as directed by a Company Order.

SECTION 310.  Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                    21

<PAGE> 30

                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

            (1)  either

                  (A)  all Securities theretofore authenticated and delivered
            (other than (i) Securities which have been destroyed, lost or
            stolen and which have been replaced or paid as provided in
            Section 306 and (ii) Securities for whose payment money has
            theretofore been deposited in trust or segregated and held in
            trust by the Company and thereafter repaid to the Company or
            discharged from such trust, as provided in Section 1003) have
            been delivered to the Trustee for cancellation; or

                  (B)  all such Securities not theretofore delivered to the
            Trustee for cancellation

                        (i)   have become due and payable, or

                        (ii)  will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name,
                  and at the expense, of the Company, or

                        (iv)  are deemed paid and discharged pursuant to
                  Section 403, as applicable,

            and the Company, in the case of (i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for the purpose an amount sufficient to pay and discharge
            the entire indebtedness on such Securities not theretofore
            delivered to the Trustee for cancellation, for principal
            (and premium, if any) and interest to the date of such
            deposit (in the case of Securities which have become due
            and payable) or to the Stated Maturity or Redemption Date,
            as the case may be;

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

            (3)  the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all
      conditions precedent herein provided for relating to the satisfaction
      and discharge of this Indenture have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, or if money or obligations shall have been deposited with
or received by the Trustee pursuant to Section 403, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.

SECTION 402.  Application of Trust Money; Indemnification.

      (a)  Subject to the provisions of the last paragraph of Section 1003
and subsection (c) of this section and Section 615, all money deposited with
the Trustee pursuant to Section 401, all money and U.S. Government
Obligations or Foreign Government Securities deposited with the Trustee
pursuant to

                                    22

<PAGE> 31

Section 403 or 1010 and all money received by the Trustee in respect of U.S.
Government Obligations or Foreign Government Securities deposited with the
Trustee pursuant to Section 403 or 1010, shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with or received by the Trustee or to make
mandatory sinking fund payments or analogous payments as contemplated by Section
403 or 1010.

      (b)  The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Securities deposited pursuant to Section
403 or 1010, or the interest and principal received in respect of such
obligations, other than any payable by or on behalf of Holders.

      (c)  The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or Foreign Government
Securities or money held by it as provided in Section 403 or 1010 which, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such Obligations or
Foreign Government Securities or money were deposited or received.  This
provision shall not authorize the sale by the Trustee of any U.S. Government
Obligations or Foreign Government Securities held under this Indenture.

SECTION 403.  Satisfaction, Discharge and Defeasance of Securities of any
  Series.

      If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities
of any such series on the 91st day after the date of the deposit referred to
in subparagraph (d) hereof, and the provisions of this Indenture, as it
relates to such Outstanding Securities of any such series, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall at Company
Request execute proper instruments acknowledging the same), except as to:

            (a)  the rights of Holders of Securities of such series to
      receive, from the trust funds described in subparagraph (d) hereof,
      (i) payment of the principal of (and premium, if any) and each
      installment of principal of (and premium, if any) or interest on the
      Outstanding Securities of such series on the Stated Maturity of such
      principal or installment of principal or interest and (ii) the
      benefit of any mandatory sinking fund payments applicable to the
      Securities of such series on the day on which such payments are due
      and payable in accordance with the terms of this Indenture and the
      Securities of such series;

            (b)  the Company's obligations with respect to such Securities of
      such series under Sections 305, 306, 1002, 1003 and 1107; and

            (c)  the rights, powers, trust and immunities of the Trustee
      hereunder and the duties of the Trustee under Section 402 and the
      duty of the Trustee to authenticate Securities of such series issued
      on registration of transfer or exchange;

provided, however, that the following conditions have been satisfied:

            (d)  the Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security
      for and dedicated solely to the benefit of the Holders of such
      Securities (i) in the case of Securities of such series denominated
      in U.S. dollars, cash in U.S. dollars (or such other money or
      currencies as shall then be legal tender in the United States) and/or
      U.S. Government Obligations, or (ii) in the case of Securities of
      such series denominated in a Foreign Currency (other than a basket
      currency), money and/or Foreign Government Securities in the same
      Foreign Currency, which through the payment of interest and principal
      in respect thereof, in accordance with their terms, will provide (and
      without reinvestment and

                                    23

<PAGE> 32

      assuming no tax liability will be imposed on such Trustee), not later than
      one day before the due date of any payment of money, an amount in cash,
      sufficient, in the opinion of a nationally recognized firm of independent
      certified public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge each instalment of
      principal (and premium, if any) (including mandatory sinking fund or
      analogous payments) of and any interest on all the Securities of such
      series on the dates such instalments of interest or principal are due;

            (e)  the trust arising from such deposit shall not constitute a
      regulated investment company under the Investment Company Act of
      1940, as amended, or such trust shall be so qualified;

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

            (g)  such provision would not cause any Outstanding Securities of
      such series then listed on the New York Stock Exchange or other
      securities exchange to be de-listed as a result thereof;

            (h)  no Event of Default or event which with notice or lapse of
      time would become an Event of Default with respect to the Securities
      of such series shall have occurred and be continuing on the date of
      such deposit or during the period ending on the 91st day after such
      date;

            (i)  the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel to the effect that the Company
      has received from, or there has been published by, the Internal
      Revenue Service a ruling, or that since the date of this Indenture
      there has been a change in tax law, in either case to the effect that
      Holders of the Securities of such series will not recognize income,
      gain or loss for Federal income tax purposes as a result of such
      deposits, defeasance and discharge and will be subject to Federal
      income tax on the same amount and in the same manner and at the same
      times, as would have been the case if such deposit, defeasance and
      discharge had not occurred; and

            (j)  the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all
      conditions precedent provided for relating to the defeasance
      contemplated by this Section have been complied with.

SECTION 404.  Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with Sections 403 or 1010 with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 403 or 1010 shall be revived and
reinstated as though no deposit had occurred pursuant to such Section with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 403 or 1010
with respect to such Securities in accordance with such Section; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

                                    24

<PAGE> 33

                                 ARTICLE FIVE

                                   REMEDIES

SECTION 501.  Events of Default.

      "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

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

            (2)  default in the payment of the principal of (or premium, if
      any, on) any Security of that series at its Maturity, and continuance
      of such default for a period of 30 days in the case of a Security of
      that series that becomes due and payable by the terms thereof
      pursuant to Article Twelve; or

            (3)  default in the deposit of any sinking fund payment, when and
      as due by the terms of a Security of that series, and continuance of
      such default for a period of 30 days; or

            (4)  default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere
      in this Section specifically dealt with or which has expressly been
      included in this Indenture solely for the benefit of series of Securities
      other than that series), and continuance of such default or breach for a
      period of 90 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee
      by the Holders of at least 25% in principal amount of the Outstanding
      Securities of that 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; or

            (5)  the entry by a court having jurisdiction in the premises of
      (A) a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable Federal or State
      bankruptcy, insolvency, reorganization or other similar law or (B) a
      decree or order adjudging the Company a bankrupt or insolvent, or
      approving as properly filed a petition 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 of the Company or of any substantial part of
      its property, or ordering the winding up or liquidation of its
      affairs, and the continuance of any such decree or order for relief
      or any such other decree or order unstayed and in effect for a period
      of 60 consecutive days; or

            (6)  the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or of any other case
      or proceeding to be adjudicated a bankrupt or insolvent, or the
      consent by it to the entry of a decree or order for relief in respect
      of the Company in an involuntary 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 taking of corporate
      action by the Company in furtherance of any such action; or

                                    25

<PAGE> 34

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

      With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join
in the giving or making of any Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such Notice of Default, whether or not such Holders
remain Holders after such record date; provided, that no such action shall be
effective hereunder unless Holders of at least 25% in principal amount of the
Outstanding Securities of such series, or their proxies, shall have joined in
such Notice of Default prior to the day which is 90 days after such record
date. Nothing in this paragraph shall prevent the Trustee, after expiration
of such 90-day period, from setting a new record date pursuant to the
provisions of this Section 501, provided that nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of such series on the
date such action is taken.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

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

                  (A)  all overdue interest on all Securities of that series,

                  (B)  the principal of (and premium, if any, on) any
            Securities of that 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,

                  (C)  to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate or rates prescribed
            therefor in such Securities, and

                  (D)  all sums paid or advanced by the Trustee hereunder and
            the reasonable compensation, expenses, disbursements and
            advances of the Trustee, its agents and counsel, and all other
            amounts due to such Trustee under Section 607;

      and

            (2)  all Events of Default with respect to Securities of that
      series, other than the non-payment of the principal of Securities of
      that series which have become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 513.

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

                                    26

<PAGE> 35

      With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join
in the giving or making of a declaration of acceleration, or rescission and
annulment, as the case may be. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
declaration of acceleration, or rescission and annulment, as the case may be,
whether or not such Holders remain Holders after such record date; provided,
that no such action shall be effective hereunder unless Holders of the
requisite percentage in principal amount of the Outstanding Securities of
such series, or their proxies, shall have joined in such declaration of
acceleration, or rescission and annulment, as the case may be, prior to the day
which is 90 days after such record date. Nothing in this paragraph shall prevent
the Trustee, after expiration of such 90-day period, from setting a new record
date pursuant to the provisions of this Section 502, provided that nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of such
series on the date such action is taken.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company covenants that if

            (1)  default is made in the payment of any interest on any
      Security when such interest becomes due and payable and such default
      continues for a period of 30 days, or

            (2)  default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof (other than
      a Security that becomes due and payable by the terms thereof pursuant
      to Article Twelve), or

            (3)  default is made in the payment of the principal of (or
      premium, if any, on) any Security on the date fixed for redemption of
      such Security by the terms thereof pursuant to Article Twelve and
      such default continues for a period of 30 days,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the
extent that payment of such interest shall be legally enforceable, interest
on any overdue principal (and premium, if any) at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and all other amounts
due to such Trustee under Section 607.

      If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon 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 occurs
and is 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.

                                    27

<PAGE> 36

SECTION 504.  Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

            (i) to file and prove a claim for the whole amount of principal
      (and premium, if any) and interest 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 the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel,
      and all other amounts due to such Trustee under Section 607) and of
      the Holders allowed in such judicial proceeding, and

            (ii) 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 amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

      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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

SECTION 505.  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,
and all other amounts due to such Trustee under Section 607, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee under
      Section 607; and

            SECOND: To the payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest on the Securities 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

                                    28

<PAGE> 37

      the amounts due and payable on such Securities for principal (and premium,
      if any) and interest, respectively.

SECTION 507.  Limitation on Suits.

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

            (1)  the Trustee shall have received written notice from such
      Holder of a continuing Event of Default with respect to the
      Securities of that series;

            (2)  the Trustee shall have received written request from the
      Holders of not less than 25% in principal amount of the Outstanding
      Securities of that series to institute proceedings in respect of such
      Event of Default in its own name as Trustee hereunder;

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

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

            (5)  no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that
      series;

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.

SECTION 508.  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
Section 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities 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

                                    29

<PAGE> 38

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 511.  Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities
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 512.  Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such series, provided that

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

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

      With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join
in the giving or making of a direction pursuant to this Section 512.  The
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such direction, whether or not such
Holders remain Holders after such record date; provided, that no such
direction shall be effective hereunder unless a majority in principal
amount of the Outstanding Securities of that series shall have been obtained
prior to the day which is 90 days after such record date. Nothing in this
paragraph shall prevent the Trustee, after expiration of such 90-day period,
from setting a new record date pursuant to the provisions of this Section
512, provided that nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of such series on the date such action is taken.

SECTION 513.  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

            (1)  in the payment of the principal of (or premium, if any) or
      interest on any Security of such series, or

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

      The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder.  If a record date is fixed, the Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to
waive any default hereunder, whether or not such Holders remain Holders after
such record date; provided, that unless such majority in principal amount
shall have been obtained prior to the date which is 90 days after such record
date, any such waiver previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.

                                    30

<PAGE> 39

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

SECTION 514.  Undertaking for Costs.

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

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act.  Notwithstanding the foregoing, no provision of the
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.  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.

      The Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against such Trustee.

SECTION 602.  Notice of Defaults.

      If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof.  For the purpose of this Section the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

            (a)  the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent,
      order, bond, debenture, note, other evidence of indebtedness or other
      paper or document

                                    31

<PAGE> 40

      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 Officers' Certificate;

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

            (e)  the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders pursuant to this Indenture, unless
      such Holders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction;

            (f)  the Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, 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 be entitled to examine the
      books, records and premises of the Company, personally or by agent or
      attorney; and

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

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

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

SECTION 605.  May Hold Securities.

      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 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

                                    32

<PAGE> 41

SECTION 606.  Money Held in Trust.

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

SECTION 607.  Compensation and Reimbursement.

      The Company agrees

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

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

            (3)  to indemnify the Trustee, and each predecessor Trustee, for,
      and to hold it harmless against, any loss, liability or expense
      incurred without negligence or bad faith on its part, arising out of
      or in connection with the acceptance or administration of the trust
      or trusts hereunder, including the costs and expenses of defending
      itself against any claim or liability in connection with the exercise
      or performance of any of its powers or duties hereunder.

      As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.  When
the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501 or in connection with Article Five
hereof, the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for the service in connection therewith are
intended to constitute expenses of administration under any bankruptcy law.

SECTION 608.  Disqualification; Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign to the extent and in the manner provided by, and subject
to the provisions of the Trust Indenture Act and this Indenture.  To the
extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

SECTION 609.  Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $500,000,000 subject to supervision or examination by
Federal or State authority and having its Corporate Trust Office in The City of
New York.  If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, 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.

                                    33

<PAGE> 42



SECTION 610.  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 of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

      (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 611
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 608(a) after
      written request therefor by the Company or by any Holder who has been
      a bona fide Holder of a Security for at least six months, or

            (2)  the Trustee shall cease to be eligible under Section 609 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, (i) the Company by a Board Resolution may
      remove the Trustee with respect to all Securities, or (ii) subject to
      Section 514, any Holder who has been a bona fide Holder of a Security
      for at least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for
      the removal of the Trustee 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,
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 611.  If, within one
year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, 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 611, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

      (f) 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

                                    34

<PAGE> 43

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 611.  Acceptance of Appointment by Successor.

      (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but,
on the request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.  Any trustee ceasing to act shall, nevertheless, retain its prior
lien upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 607.

      (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

                                    35

<PAGE> 44

SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, 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 or Authenticating Agent
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee or Authenticating Agent may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated
such Securities.

SECTION 613.  Preferential Collection of Claims Against Company.

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

Section 614.  Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding the Trustee
may, at the instruction and request of the Company, appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall
be authorized to act on behalf of the Trustee to authenticate Securities of
such series issued upon original issue 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 of America,
any State 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 $500,000,000 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

                                    36

<PAGE> 45

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 and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent.  No successor 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, subject to the
provisions of Section 607.

      If an appointment with respect to one or more series is 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 in the following form:

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

                                    THE CHASE MANHATTAN BANK
                                    as Trustee

                                    By
                                      -----------------------------------------
                                               as Authenticating Agent

                                    By
                                      -----------------------------------------
                                                 Authorized Officer

SECTION 615.  Investment of Certain Payments Held by the Trustee.

      Any amounts deposited by the Company and held by the Trustee hereunder,
other than pursuant to Section 403 or Section 1010 hereof, shall be invested
by the Trustee from time to time at the direction of the Company in such
investments as may be specified by the Company and reasonably agreed to by
the Trustee from time to time; provided that no amounts deposited in respect
of any payment on a Security shall be invested in an investment that matures
after the due date of such payment and that the Trustee shall have no
liability to the Company for any loss on such investments; provided, further,
that in investing trust funds pursuant to the terms of this Section and
liquidating any investments held in trust hereunder, the Trustee may, to the
extent permitted by law, purchase securities (including for the purposes of this
paragraph securities as to which the Trustee or a Trustee Affiliate is the
issuer or guarantor) from, and sell securities to, itself or any Trustee
Affiliate and purchase securities underwritten by, or in which a market is made
by, the Trustee or a Trustee Affiliate.  For the purposes hereof, a " Trustee
Affiliate" shall mean an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the Trustee.  Any income or gain realized as a result of any such
investment shall be promptly distributed (in no event later than the next
Business Day) to the Company after payment of any amounts required to be paid
to the Holders entitled thereto, except after the occurrence and during the
continuance of an Event of Default.  The Trustee shall have no liability to
the Company for any loss resulting from any investment made in accordance
with this Section, and shall bear no expense in connection with any
investment pursuant to this Section.  Any

                                    37

<PAGE> 46

such investment may be sold (without regard to maturity date) by the Trustee
whenever necessary to make any distribution required by this Indenture.

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

      With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee

            (a)  semi-annually, not more than 15 days after each Regular
      Record Date relating to that series (or, if there is no Regular
      Record Date relating to that series, semi-annually on dates set forth
      in a Board Resolution or Indenture supplemental hereto with respect
      to such series furnished pursuant to Section 301) a list, in such
      form as the Trustee for such series may reasonably require, of the
      names and addresses of the Holders of that series as of such date,
      and

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

provided, however, that so long as the Trustee is the Security Registrar for
a particular series, no such list shall be required to be furnished with
respect to such series.

SECTION 702.  Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act.

      Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

      The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto within 60 days after May 15 of each year commencing May 15, 1998.

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

SECTION 704.  Reports by Company.

      The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required

                                    38

<PAGE> 47

pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

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

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

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

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

      This Section shall not apply to any merger or consolidation in which
the Company is the surviving corporation.

SECTION 802.  Securities to be Secured in Certain Events.

      If, upon any such consolidation or merger of the Company with or into
any other corporation, or upon any such conveyance, transfer or lease of the
property and assets of the Company substantially as an entirety in accordance
with Section 801, any of the property of the Company (other than any property
on which Section 1008 would permit the Company to create, assume or suffer to
exist Liens without equally and ratably securing the Securities) would
thereupon become subject to any mortgage, pledge or lien, the Company, prior
to such consolidation, merger, conveyance, transfer or lease, will secure the
due and punctual payment of the principal of (and premium, if any) and interest
on all the Securities, equally and ratably with any other obligations of the
Company then entitled thereto, by a direct lien on all such property prior to
all liens other than any theretofore existing thereon.

SECTION 803.  Successor Substituted.

      Upon any consolidation or merger or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such

                                    39

<PAGE> 48

successor Person had been named as the Company herein, and in case of any such
conveyance or transfer, the Person named as the "Company" in the first paragraph
of this instrument or any successor Person which shall theretofore have become
such in the manner prescribed in this Article shall be released from its
liability as obligor of any of the Securities.

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are
      to be for the benefit of less than all series of Securities, stating
      that such covenants are expressly being included solely for the
      benefit of such series) or to surrender any right or power herein
      conferred upon the Company; or

            (3) to add any additional Events of Default for the benefit of
      the Holders of all or any series of Securities (and if such
      additional Events of Default are to be for the benefit of less than
      all series of Securities, stating that such additional Events of
      Default are expressly being included solely for the benefit of such
      series); or

            (4) to add to or change any of the provisions of this Indenture
      to such extent as shall be necessary to permit or facilitate the
      issuance of Securities in bearer form, registrable or not registrable
      as to principal, and with or without interest coupons or to permit or
      facilitate the issuance of Securities in uncertificated form; or

            (5) to add to, change or eliminate any of the provisions of this
      Indenture in respect of one or more series of Securities, provided
      that any such addition, change or elimination (A) shall neither (i)
      apply to any Security of any series created prior to the execution of
      such supplemental indenture and entitled to the benefit of such
      provision nor (ii) modify the rights of the Holder of any such
      Security with respect to such provision or (B) shall become effective
      only when there is no such Security Outstanding; or

            (6) to secure the Securities pursuant to the requirements of
      Section 1008 or otherwise; or

            (7) to establish the form or terms of Securities of any series as
      permitted by Sections 201 and 301; or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of
      one or more series and to add to or change any of the provisions of
      this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee,
      pursuant to the requirements of Section 611(b); or

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

                                    40

<PAGE> 49

SECTION 902.  Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      instalment of principal of or interest on, any Security, or reduce
      the principal amount thereof or the rate of interest thereon or any
      premium payable upon the redemption thereof, or reduce the amount of
      the principal of an Original Issue Discount Security that would be
      due and payable upon a declaration of acceleration of the Maturity
      thereof pursuant to Section 502, or change any Place of Payment
      where, or the coin or currency 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 thereof (or, in the case of redemption, on or after the
      Redemption Date), or

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

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1011, except to increase any such percentage or to provide
      that certain 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 and Section 1011, or the deletion of this proviso, in
      accordance with the requirements of Sections 611(b) and 901(8).

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

      The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto.  If a record date is fixed, the Holders on such record
date or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.

      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.

SECTION 903.  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

                                    41

<PAGE> 50

shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 904.  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.

SECTION 905.  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 906.  Reference in Securities to Supplemental Indentures.

      Securities of any series 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 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.

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

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

SECTION 1002.  Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served.  The Trustee is hereby initially appointed
Paying Agent, and the Corporate Trust Office of the Trustee is initially
designated as the office or agency where Securities may be presented or
surrendered for payment.  The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

      The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such

                                    42

<PAGE> 51

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

SECTION 1003.  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 any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum 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 will promptly notify
the Trustee of its action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, 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, 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 received
by the Trustee in respect of obligations deposited with the Trustee pursuant
to Section 403 or 1010, or then held by the Company, in trust for the payment
of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for three years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request (unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law), or (if then held
by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, 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 repayment, may
at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice 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
publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

                                    43

<PAGE> 52

SECTION 1004.  Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or any Principal Property of the
Company or any Restricted Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon any
Principal Property of the Company or any Restricted Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim (a) whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings or (b) which is not of material importance to the
business, operations, financial condition or results of operations of the
Company and its Restricted Subsidiaries taken as a whole.

SECTION 1005.  Maintenance of Principal Properties.

      The Company will cause all Principal Properties to be maintained and
kept in good condition, repair and working order and will 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 and
advantageously conducted at all times; provided, however, that nothing in
this Section shall prevent the Company or any Restricted Subsidiary from
discontinuing the operation and maintenance of any of such Principal
Properties or from omitting to make any repairs, renewals, replacements,
betterments or improvements thereof if such discontinuance or omission is, in
the judgment of the Company, desirable in the conduct of the business of the
Company and its Restricted Subsidiaries taken as a whole.

SECTION 1006.  Statement as to Compliance.

      The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a brief certificate (which shall not be deemed an
Officers' Certificate and need not conform with any of the provisions of
Section 102) from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture,
or as otherwise provided by the Trust Indenture Act.  For purposes of this
Section 1006, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.

SECTION 1007.  Corporate Existence.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

SECTION 1008.  Limitation upon Liens.

      The Company will not itself, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume, guarantee or secure any notes,
bonds, debentures or other similar evidences of indebtedness for money
borrowed (notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed being hereinafter in this Section and Section 1009 called
"Debt"), secured by any

                                    44

<PAGE> 53

pledge of, or mortgage, lien, encumbrance or security interest on
(such pledges, mortgages, liens, encumbrances and security interests being
hereinafter in this Section, in Section 802 and in Section 1009 collectively
called "Liens"), any Principal Property owned or leased by the Company or any
Restricted Subsidiary, or on any shares of stock or Debt of any Restricted
Subsidiary owned or held by the Company or any other Restricted Subsidiary,
without effectively providing that the Securities (together with, if the
Company shall so determine, any other Debt of the Company or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to
the Securities) shall be secured equally and ratably with (or prior to) such
secured Debt (for the purpose of providing such equal and ratable security,
the principal amount of any Securities which are Original Issue Discount
Securities shall mean and shall not be less than that principal amount which
could be declared to be due and payable pursuant to Section 502 on the date
of the making of such effective provision, and the extent of such equal and
ratable security shall be adjusted, to the extent permitted by law, as and
when said principal amount changes over time pursuant to Section 502 and any
other provision hereof), so long as such secured Debt shall be so secured,
unless, after giving effect thereto, the aggregate principal amount of all
such secured Debt then outstanding plus Attributable Debt of the Company and
its Restricted Subsidiaries in respect of sale and leaseback transactions (as
defined in Section 1009) entered into after the date of this Indenture (other
than sale and leaseback transactions permitted by Section 1009(b)) would not
exceed an amount equal to 15% of Consolidated Net Tangible Assets; provided,
however, that nothing contained in this Section shall prevent, restrict or
apply to, and there shall be excluded from secured Debt in any computation
under this Section, Debt secured by:

            (a) Liens on any property or assets of the Company or any
      Restricted Subsidiary existing as of the date of this Indenture;

            (b) Liens on any property or assets of, or on any shares of stock
      or Debt of, any corporation existing at the time such corporation
      becomes a Restricted Subsidiary;

            (c) Liens on any property or assets or shares of stock or Debt
      existing at the time of acquisition thereof (including acquisition
      through merger or consolidation) or securing the payment of all or
      any part of the purchase price or construction cost thereof or
      securing any Debt incurred prior to, at the time of or within 120
      days after the acquisition of such property or assets or shares of
      stock or Debt or the completion of any such construction, whichever
      is later, for the purpose of financing all or any part of the
      purchase price or construction cost thereof (provided such Liens are
      limited to such property or assets, improvements thereon and the land
      upon which such property, assets and improvements are located and any
      other property or assets not then constituting a Principal Property);

            (d) Liens on any property or assets to secure all or any part of
      the cost of exploration, drilling, development, operation,
      construction, alteration, repair or improvement of all or any part of
      such property or assets, or to secure Debt incurred prior to, at the
      time of or within 120 days after the completion of such exploration,
      drilling, development, operation, construction, alteration, repair or
      improvement, whichever is later, for the purpose of financing all or
      any part of such cost (provided such Liens are limited to such
      property or assets, improvements thereon and the land upon which such
      property, assets and improvements are located and any other property
      or assets not then constituting a Principal Property);

            (e) Liens which secure Debt owing to the Company or another
      Restricted Subsidiary by a Restricted Subsidiary;

            (f) Liens arising from the assignment of moneys due and to become
      due under contracts between the Company or any Restricted Subsidiary
      and the United States of America, any State, Territory or possession
      thereof or any agency, department, instrumentality or political
      subdivision of any thereof; or Liens in favor of the United States of
      America, any State, Commonwealth, Territory or possession thereof or
      any agency, department, instrumentality or

                                    45

<PAGE> 54

      political subdivision of any thereof, pursuant to the provisions of any
      contract not directly or indirectly in connection with securing Debt;

            (g) any deposit or pledge as security for the performance of any
      bid, tender, contract, lease or undertaking not directly or
      indirectly in connection with the securing of Debt; any deposit or
      pledge with any governmental agency required or permitted to qualify
      the Company or any Restricted Subsidiary to conduct business, to
      maintain self-insurance or to obtain the benefits of any law
      pertaining to workmen's compensation, unemployment insurance, old age
      pensions, social security or similar matters, or to obtain any stay
      or discharge in any legal or administrative proceedings; deposits or
      pledges to obtain the release of mechanics', workmen's, repairmen's,
      materialmen's or warehousemen's liens or the release of property in
      the possession of a common carrier; any security interest created in
      connection with the sale, discount or guarantee of notes, chattel
      mortgages, leases, accounts receivable, trade acceptances or other
      paper, or contingent repurchase obligations, arising out of sales of
      merchandise in the ordinary course of business; liens permitted by Section
      1004; or other deposits or pledges similar to those referred to in this
      subdivision (g);

            (h) Liens arising by reason of any judgment, decree or order of
      any court or other governmental authority, so long as any appropriate
      legal proceedings which may have been initiated for the review of
      such judgment, decree or order shall not have been finally terminated
      or so long as the period within which such proceedings may be
      initiated shall not have expired; and

            (i) any extension, renewal, substitution or replacement (or
      successive extensions, renewals, substitutions or replacements), as a
      whole or in part, of any of the Liens referred to in subdivisions (a)
      through (h) above or the Debt secured thereby; provided that (1) such
      extension, renewal, substitution or replacement Lien shall be limited
      to all or any part of the same property or assets, shares of stock or
      Debt that secured the Lien extended, renewed, substituted or replaced
      (plus improvements on such property and any other property or assets
      not then constituting a Principal Property) and (2) in the case of
      subdivisions (a) through (c) above, the Debt secured by such Lien at
      such time is not increased.

      Debt created by the Company or any Restricted Subsidiary shall not be
cumulated with a guarantee of the same Debt by the Company or any other
Restricted Subsidiary for the same financial obligation.

      For purposes of this Section, the following shall not be deemed to be
Liens securing Debt and, accordingly, nothing contained in this Section shall
prevent, restrict or apply to: (x) any acquisition by the Company or any
Restricted Subsidiary of any property or assets subject to any reservation or
exception under the terms of which any vendor, lessor or assignor creates,
reserves or excepts or has created, reserved or excepted an interest in oil,
gas and/or any other mineral and/or the proceeds thereof, (y) any conveyance
or assignment under the terms of which the Company or any Restricted
Subsidiary conveys or assigns to any Person or Persons an interest in oil,
gas and/or any other mineral and/or the proceeds thereof, or (z) any Lien
upon any property or assets owned or leased by the Company or any Restricted
Subsidiary or in which the Company or any Restricted Subsidiary owns an
interest to secure to the Person or Persons paying the expenses of developing
and/or conducting operations for the recovery, storage, transportation and/or
sale of the mineral resources of the said property (or property with which it
is unitized) the payment to such Person or Persons of the Company's or the
Restricted Subsidiary's proportionate part of such development and/or
operating expense.

SECTION 1009.  Limitation upon Sales and Leasebacks.

      The Company will not itself, and will not permit any Restricted
Subsidiary to, enter into any arrangement after the date of this Indenture
with any bank, insurance company or other lender or investor (other than the
Company or another Restricted Subsidiary) providing for the leasing by the

                                    46

<PAGE> 55

Company or any such Restricted Subsidiary of any Principal Property (except a
lease for a temporary period not to exceed three years by the end of which it
is intended that the use of such Principal Property by the lessee will be
discontinued), which was or is owned or leased by the Company or a Restricted
Subsidiary and which has been or is to be sold or transferred, more than 120
days after the acquisition or the completion of construction and commencement
of full operation thereof, by the Company or such Restricted Subsidiary to
such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such Principal
Property (herein referred to as a "sale and leaseback transaction") unless,
either:

            (a) The Attributable Debt of the Company and its Restricted
      Subsidiaries in respect of such sale and leaseback transaction and
      all other sale and leaseback transactions entered into after the date
      of this Indenture (other than sale and leaseback transactions
      permitted by Section 1009(b)), plus the aggregate principal amount of
      Debt secured by Liens on Principal Properties then outstanding
      (excluding any such Debt secured by Liens covered in subdivisions (a)
      through (i) of the first paragraph of Section 1008) without equally
      and ratably securing the Securities, would not exceed 15% of
      Consolidated Net Tangible Assets, or

            (b) The Company applies, within 120 days after the sale or
      transfer, an amount equal to the fair market value of the Principal
      Property so sold and leased back at the time of entering into such
      sale and leaseback transaction (as determined by any two of the
      following: the Chairman or Vice Chairman of the Board, the President,
      any Vice President, the Treasurer and the Controller of the Company)
      to the retirement of Funded Debt (including Securities of any series
      constituting Funded Debt) of the Company (and any redemption of
      Securities of any series pursuant to this provision shall, if
      provided in the terms of such particular series of Securities, not be
      prohibited pursuant to any redemption provision of such series
      otherwise prohibiting redemption when such would constitute a
      refunding operation or anticipated refunding operation or similar
      refunding operation); provided, that the amount to be applied to the
      retirement of Funded Debt of the Company shall be reduced by (i) the
      principal amount of Securities (the principal amount of any
      Securities which are Original Issue Discount Securities shall mean and
      shall not be less than that principal amount which could then be declared
      to be due and payable pursuant to Section 502) delivered within 120 days
      after such sale or transfer to the Trustee for redemption and
      cancellation, and (ii) the principal amount of Funded Debt (similarly
      determined with respect to Funded Debt that would constitute an Original
      Issue Discount Security within the meaning of this Indenture), other than
      Securities, voluntarily retired by the Company within 120 days after such
      sale. Notwithstanding the foregoing, no retirement referred to in this
      subdivision (b) may be effected by payment at maturity or pursuant to
      any mandatory sinking fund payment or any mandatory prepayment
      provision.

      Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any sale and leaseback transaction, Attributable
Debt shall not include any Debt resulting from the guarantee by the Company
or any other Restricted Subsidiary of the lessee's obligation thereunder.

SECTION 1010.  Defeasance of Certain Obligations.

      If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company may omit to comply with
any term, provision or condition set forth in Sections 1008 and 1009 with
respect to the Securities of such series, provided that the following
conditions shall have been satisfied:

            (1) with reference to this Section 1010, the Company has
      deposited or caused to be irrevocably deposited (except as provided
      in Section 403) with the Trustee as trust funds in trust,
      specifically pledged as security for, and dedicated solely to, the
      benefit of the Holders of such (i) in the case of Securities of such
      series denominated in U.S. dollars, cash in U.S. dollars (or such
      other money or currencies as shall then be legal tender in the United
      States) and/or U.S. Government Obligations, or (ii) in the case of
      Securities of such series denomi-

                                    47

<PAGE> 56

      nated in a Foreign Currency (other than a basket currency), money and/or
      Foreign Government Securities in the same Foreign Currency, which through
      the payment of interest and principal in respect thereof, in accordance
      with their terms, will provide (and without reinvestment and assuming no
      tax liability will be imposed on such Trustee), not later than one day
      before the due date of any payment of money, an amount in cash,
      sufficient, in the opinion of a nationally recognized firm of independent
      certified public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge each instalment of
      principal (and premium, if any) (including mandatory sinking fund or
      analogous payments) of and any interest on all the Securities of such
      series on the dates such instalments of interest or principal are due;

            (2) such deposit shall not, in the Opinion of Counsel, cause the
      Trustee with respect to the Securities of such series to have a
      conflicting interest as defined in Section 608 and for purposes of
      the Trust Indenture Act with respect to the Securities of such
      series;

            (3) the trust arising from such deposit shall not constitute a
      regulated investment company under the Investment Company Act of
      1940, as amended, or such trust shall be so qualified;

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

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

            (6) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel to the effect that Holders of
      the Securities of such series will not recognize income, gain or loss
      for Federal income tax purposes as a result of such deposit and
      defeasance of certain obligations and will be subject to Federal
      income tax on the same amount and in the same manner and at the same
      times, as would have been the case if such deposit and defeasance had
      not occurred; and

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

SECTION 1011.  Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004 to 1009, inclusive, with
respect to the Securities of any series if before or after the time for such
compliance the Holders of at least 66 2/3% in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.

      The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder.  If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons,
shall be entitled to waive any such compliance, whether or not such Holders
remain Holders after such record date; provided, that unless the Holders of
at least 66 2/3% in principal amount of the Outstanding Securities of such
series shall have waived such compliance prior to the date which is 90 days
after such record date, any such waiver previously given shall automatically
and without further action by any Holder be cancelled and of no further
effect.

                                    48

<PAGE> 57

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

      Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

SECTION 1102.  Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution.  In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the tenor, if applicable, of the Securities to be
redeemed, and of the principal amount of Securities of such series to be
redeemed.  In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed
(unless all of the Securities of a specified tenor are to be redeemed), the
particular Securities of a specified tenor to be redeemed shall be selected
not more than 90 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and of the tenor subject to such
redemption and not previously called for redemption, 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 that series or any integral multiple thereof), of the principal
amount of Securities of such series and specified tenor of a denomination larger
than the minimum authorized denomination for Securities of that series and
specified tenor.

      The Trustee shall promptly notify the Company and the Security
Registrar, if other than the Trustee, in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

      For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

SECTION 1104.  Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 90 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

      All notices of redemption shall state:

            (1)  the Redemption Date,

            (2)  the Redemption Price,

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

                                    49

<PAGE> 58

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

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

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

      Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

SECTION 1105.  Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.

SECTION 1106.  Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of
any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, instalments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

      If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.  Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered
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), and 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 of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.  If a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security.

                                    50

<PAGE> 59

                                ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201.  Applicability of Article.

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

      The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment".  If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202.  Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided
for by the terms of Securities of such series.

SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be
made pursuant to the terms of such Securities as provided for by the terms of
such series; provided that such Securities have not been previously so
credited.  Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

SECTION 1203.  Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered.  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 1103 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
1104.  Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and
1107.

                               ARTICLE THIRTEEN

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 1301.  Exemption from Individual Liability.

      No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer,
director, or employee, as such, past, present or future, of the Company or of
any successor Person, either directly or through the Company, whether by
virtue of

                                    51

<PAGE> 60

any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that
this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors, or employees, as such, of the Company or
of any successor Person, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
stockholder, officer, director, or employee, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issue of such Securities.

                                   * * * * *

                                    52

<PAGE> 61

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

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

                                    SOLUTIA INC.

                                    By /s/ Rodney L. Bishop
                                      -----------------------------------------
                                          Name:  Rodney L. Bishop
                                          Title: Vice President and Treasurer

Attest:

/s/ Mary B. Cody
---------------------------------------

                                    THE CHASE MANHATTAN BANK

                                    By /s/ J.D. Heaney
                                      -----------------------------------------
                                          Name:  J.D. Heaney
                                          Title: Vice President

Attest:

/s/ John T. Needham Jr.
---------------------------------------

                                    53

<PAGE> 62

STATE OF MISSOURI            )  SS.:
COUNTY OF ST. LOUIS          )

      On the 16th day of October, 1997, before me personally came
R.L. Bishop, to me known, who, being by me duly sworn, did depose and
say that he is Treasurer of SOLUTIA INC., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       /s/ Patricia A. Facea
                                       ----------------------------------------



STATE OF NEW YORK            )   SS.:
COUNTY OF NEW YORK           )

      On the 20th day of October, 1997, before me personally came J.D. Heaney,
to me known, who, being by me duly sworn, did depose and say that he is Vice
President of THE CHASE MANHATTAN BANK, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       /s/ Margaret M. Price
                                       ----------------------------------------

                                    54