Exhibit 4.5

                                RAYTHEON COMPANY

                                       TO


                             THE BANK OF NEW YORK,

                                    Trustee

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


                          SUBORDINATED DEBT SECURITIES

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


                                   INDENTURE



                            Dated as of July 3, 1995


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




<PAGE>
                                Raytheon Company
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:




Trust Indenture                                                    Indenture
  Act Section                                                       Section
---------------                                                    ---------

Section  310  (a)(1)............................................        609
              (a)(2)............................................        609
              (a)(3)............................................  Not Applicable
              (a)(4)............................................  Not Applicable
              (a)(5)............................................        609
              (b)...............................................     608, 610
              (c)...............................................  Not Applicable
Section  311  (a)...............................................        613
              (b)...............................................        613
Section  312  (a)...............................................    701, 702(a)
              (b)...............................................     702(b)
              (c)...............................................     702(c)
Section  313  (a)...............................................     703(a)
              (b)...............................................     703(a)
              (c)...............................................     703(a)
              (d)...............................................     703(b)
Section  314  (a)(1)............................................        704
              (a)(2)............................................        704
              (a)(3)............................................        704
              (a)(4)............................................  1007, 102
              (b)...............................................  Not Applicable
              (c)(1)............................................        102
              (c)(2)............................................        102
              (c)(3)............................................  Not Applicable
              (d)...............................................  Not Applicable
              (e)...............................................        102
Section  315  (a)...............................................        601
              (b)...............................................        602
              (c)...............................................        601
              (d)...............................................   601, 603
              (e)...............................................        514
Section  316  (a)...............................................        101
              (a)(1)(A).........................................        512
              (a)(1)(B).........................................        512
              (a)(2)(B).........................................        513
              (a)(2)............................................  Not Applicable
              (b)...............................................        508
              (c)...............................................       104(c)
Section  317  (a)(1)............................................       503
              (a)(2)............................................       504
              (b)...............................................      1004
Section  318  (a)...............................................       107



<PAGE>



                               TABLE OF CONTENTS


                                                                            Page

PARTIES                                                                       1
RECITALS OF THE COMPANY                                                       1


                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 101.  Definitions

    Act. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .   2
    Affiliate; control. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Company Request; Company Order. . . . . . . . . . . . . . . . . . . . .   3
    Company Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . . . . .   3
    Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Defeasable Covenant . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
    Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Original Issue Discount Security. . . . . . . . . . . . . . . . . . . .   5
    Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6



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

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




<PAGE>

                                      -ii-



                                                                        Page

               Permitted Receivables Program . . . . . . . . . . . . . . . .  6
               Person. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
               Place of Payment. . . . . . . . . . . . . . . . . . . . . . .  7
               Predecessor Security. . . . . . . . . . . . . . . . . . . . .  7
               Principal Property. . . . . . . . . . . . . . . . . . . . . .  7
               Redemption Date . . . . . . . . . . . . . . . . . . . . . . .  7
               Redemption Price. . . . . . . . . . . . . . . . . . . . . . .  7
               Regular Record Date . . . . . . . . . . . . . . . . . . . . .  7
               Responsible Officer . . . . . . . . . . . . . . . . . . . . .  7
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  8
               Security Register; Security . . . . . . . . . . . . . . . . .  8
               Senior Indebtedness . . . . . . . . . . . . . . . . . . . . .  8
               Significant Subsidiary. . . . . . . . . . . . . . . . . . . .  8
               Special Record Date . . . . . . . . . . . . . . . . . . . . .  8
               Stated Maturity . . . . . . . . . . . . . . . . . . . . . . .  8
               Stockholders' Equity. . . . . . . . . . . . . . . . . . . . .  8
               Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . .  9
               Successor Company . . . . . . . . . . . . . . . . . . . . . .  9
               Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
               Trust Indenture Act . . . . . . . . . . . . . . . . . . . . .  9
               Vice President. . . . . . . . . . . . . . . . . . . . . . . .  9
               Yield to Maturity . . . . . . . . . . . . . . . . . . . . . .  9

Section 102.   Compliance Certificates and Opinions. . . . . . . . . . . . .  9
Section 103.   Form of Documents Delivered to Trustee. . . . . . . . . . . .  10
Section 104.   Acts of Holders; Record Dates . . . . . . . . . . . . . . . .  10
Section 105.   Notices, Etc., to Trustee and Company . . . . . . . . . . . .  12
Section 106.   Notice to Holders; Waiver . . . . . . . . . . . . . . . . . .  12
Section 107.   Conflict with Trust Indenture Act . . . . . . . . . . . . . .  13
Section 108.   Effect of Headings and table of Contents. . . . . . . . . . .  13
Section 109.   Successors and Assigns. . . . . . . . . . . . . . . . . . . .  13
Section 110.   Separability Clause . . . . . . . . . . . . . . . . . . . . .  13
Section 111.   Benefits of Indenture . . . . . . . . . . . . . . . . . . . .  13
Section 112.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 113.   Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . .  14


                                  ARTICLE TWO
                                 SECURITY FORMS

Section 201.   Forms Generally . . . . . . . . . . . . . . . . . . . . . . .  14
Section 202.   Form of Face of Security. . . . . . . . . . . . . . . . . . .  15
Section 203.   Form of Reverse of Security of Authentication . . . . . . . .  17


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

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



<PAGE>

                                     -iii-



                                                                           Page

Section 204.   Form of Legend for Global Securities. . . . . . . . . . . . .  21
Section 205.   Form of Trustee's Certificate . . . . . . . . . . . . . . . .  21


                                 ARTICLE THREE
                                 THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series. . . . . . . . . . . . .  22
Section 302.   Denominations . . . . . . . . . . . . . . . . . . . . . . . .  25
Section 303.   Execution, Authentication, Delivery and Dating. . . . . . . .  25
Section 304.   Temporary Securities. . . . . . . . . . . . . . . . . . . . .  26
Section 305.   Registration, Registration of Transfer and Exchange . . . . .  27
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities. . . . . . .  29
Section 307.   Payment of Interest; Interest Rights Preserved. . . . . . . .  29
Section 308.   Persons Deemed Owners . . . . . . . . . . . . . . . . . . . .  31
Section 309.   Cancellation  . . . . . . . . . . . . . . . . . . . . . . . .  31
Section 310.   Computation of Interest . . . . . . . . . . . . . . . . . . .  31


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 401.   Satisfaction and Discharge of Indenture . . . . . . . . . . .  31
Section 402.   Application of Trust Money. . . . . . . . . . . . . . . . . .  33


                                  ARTICLE FIVE
                                    REMEDIES

Section 501.   Events of Default . . . . . . . . . . . . . . . . . . . . . .  33
Section 502.   Acceleration of Maturity; Rescission and Annulment. . . . . .  34
Section 503.   Collection of Indebtedness and
               Suits for Enforcement by Trustee. . . . . . . . . . . . . . .  35
Section 504.   Trustee May File Proofs of Claim. . . . . . . . . . . . . . .  36
Section 505.   Trustee May Enforce Claims
               Without Possession of Securities. . . . . . . . . . . . . . .  36
Section 506.   Application of Money Collected. . . . . . . . . . . . . . . .  37
Section 507.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . .  37
Section 508.   Unconditional Right of Holders to Receive
               Principal, Premium and Interest . . . . . . . . . . . . . . .  38
Section 509.   Restoration of Rights and Remedies. . . . . . . . . . . . . .  38






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

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



<PAGE>

                                      -iv-



                                                                            Page
                                                                            ----

Section 510.   Rights and Remedies Cumulative..............................   38
Section 511.   Delay or Omission Not Waiver................................   39
Section 512.   Control by Holders..........................................   39
Section 513.   Waiver of Past Defaults.....................................   39
Section 514.   Undertaking for Costs.......................................   40
Section 515.   Waiver of Stay or Extension Laws............................   40


                                  ARTICLE SIX
                                  THE TRUSTEE

Section 601.   Certain Duties and Responsibilities.........................   40
Section 602.   Notice of Defaults..........................................   40
Section 603.   Certain Rights of Trustee...................................   41
Section 604.   Not Responsible for Recitals or Issuance of Securities......   42
Section 605.   May Hold Securities.........................................   42
Section 606.   Money Held in Trust.........................................   42
Section 607.   Compensation and Reimbursement..............................   43
Section 608.   Disqualification; Conflicting Interests.....................   43
Section 609.   Corporate Trustee Required; Eligibility.....................   43
Section 610.   Resignation and Removal; Appointment of Successor...........   44
Section 611.   Acceptance of Appointment by Successor......................   45
Section 612.   Merger, Conversion, Consolidation or
               Succession to Business......................................   46
Section 613.   Preferential Collection of Claims Against Company...........   47
Section 614.   Appointment of Authenticating Agent.........................   47

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names
               and Addresses of Holders....................................   49
Section 702.   Preservation of Information; Communications to Holders......   49
Section 703.   Reports by Trustee..........................................   49
Section 704.   Reports by Company..........................................   50


                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE






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



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                                      -v-


                                                                            Page
                                                                            ----

Section 801.    Company May Consolidate, Etc.,
                Only on Certain Terms.....................................    50
Section 802.    Successor Corporation to be Substituted...................    51
Section 803.    Opinion of Counsel to Be Given Trustee....................    51


                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures Without
                Consent of Holders........................................    52
Section 902.    Supplemental Indentures with Consent of Holders...........    53
Section 903.    Execution of Supplemental Indentures......................    54
Section 904.    Effect of Supplemental Indentures.........................    54
Section 905.    Conformity with Trust Indenture Act.......................    55
Section 906.    Reference in Securities to Supplemental Indentures........    55
Section 907.    Subordination Unimpaired..................................    55


                                  ARTICLE TEN
                                   COVENANTS

Section 1001.   Payment of Principal, Premium and Interest................    55
Section 1002.   Maintenance of Office or Agency...........................    56
Section 1003.   Vacancy in the Office of Trustee..........................    56
Section 1004.   Money for Securities Payments to Be Held in Trust.........    56
Section 1005.   Liens.....................................................    58
Section 1006    Limitation on Sale and Leaseback Transactions.............    60
Section 1007.   Statement by Officers as to Default.......................    61
Section 1008.   Existence.................................................    61


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101.   Applicability of Article..................................    61
Section 1102.   Election to Redeem; Notice to Trustee.....................    61
Section 1103.   Selection by Trustee of Securities to Be Redeemed.........    62
Section 1104.   Notice of Redemption......................................    62
Section 1105.   Deposit of Redemption Price...............................    63
Section 1106.   Securities Payable on Redemption Date.....................    63






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

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



<PAGE>
                                     -vi-


                                                                            Page
                                                                            ----

Section 1107.    Securities Redeemed in Part..............................    64


                                 ARTICLE TWELVE
                                 SINKING FUNDS

Section 1201.    Applicability of Article.................................    64
Section 1202.    Satisfaction of Sinking Fund
                 Payments with Securities.................................    64
Section 1203.    Redemption of Securities for Sinking Fund................    65


                                ARTICLE THIRTEEN
                          SUBORDINATION OF SECURITIES

Section 1301.    Securities Subordinate to Senior Indebtedness............    65
Section 1302.    Payment Over of Proceeds Upon Dissolution, Etc...........    65
Section 1303.    Prior Payment to Senior Indebtedness Upon
                 Acceleration of Securities...............................    66
Section 1304.    No Payment When Senior Indebtedness In Default...........    67
Section 1304.    Payment Permitted if No Default..........................    68
Section 1306.    Subrogation to Rights of Holders of Senior
                 Indebtedness.............................................    68
Section 1307.    Provisions Solely to Define Relative Rights..............    69
Section 1308.    Trustee to Effectuate Subordination......................    69
Section 1309.    No Waiver of Subordination Provisions....................    69
Section 1310.    Notice to Trustee........................................    70
Section 1311.    Reliance on Judicial Order or Certificate
                 of Liquidating Agent.....................................    71
Section 1312.    Trustee Not Fiduciary for Holders of
                 Senior Indebtedness......................................    71
Section 1313.    Rights of Trustee as Holder of Senior
                 Indebtedness; Preservation of Trustee's Rights...........    71
Section 1314.    Article Applicable to Paying Agents......................    71


                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.    Applicability of Article; Company's Option to Effect
                 Defeasance or Covenant Defeasance........................    72


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

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



<PAGE>
                                     -vii-


                                                                            Page
                                                                            ----

Section 1402.    Defeasance and Discharge.................................    72
Section 1403.    Covenant Defeasance......................................    73
Section 1404.    Conditions to Defeasance or Covenant Defeasance..........    73
Section 1405.    Deposited Money and U.S. Government Obligations
                 to be Held in Trust;.....................................    76
Section 1406.    Reinstatement............................................    76


TESTIMONIUM...............................................................    77

SIGNATURES AND SEALS......................................................    77

ACKNOWLEDGMENTS...........................................................    78


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

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



<PAGE>



         INDENTURE,  dated  as of July 3,  1995,  between  Raytheon  Company,  a
corporation  duly organized and existing under the laws of the State of Delaware
(herein  called  the  "Company"),  having  its  principal  offices at 141 Spring
Street,  Lexington,  Massachusetts  02173, and The Bank of New York, a bank duly
organized  and  existing  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
subordinated 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 INDENTURE WITNESSTH:

         For  and in  consideration  of the  premises  and the  purchase  of the
Securities  by the Holders  thereof,  it is mutually  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;



<PAGE>
                                      -2-

                  (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,  except  as  otherwise  herein  expressly
         provided,  the term "generally  accepted  accounting  principles"  with
         respect to any computation  required or permitted  hereunder shall mean
         such  accounting  principles as are  generally  accepted at the date of
         such computation; 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.

         "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 or such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the term  "controlling"  and "controlled"  have meanings  correlative to the
foregoing.

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

         "Board of Directors" means either the board of directors of the Company
or any duly  authorized  committee of that board or any directors or officers of
the Company to whom such board of directors  shall have  delegated its authority
to act hereunder.

         "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



<PAGE>

                                      -3-

banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time  constituted,  created  under the Exchange Act, 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" or "Company  Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Company Sale" has the meaning specified in Section 801.

         "Corporate  Trust  Office"  means the office of the Trustee at which at
any  particular   time  its  corporate   trust  business  shall  be  principally
administered.

         "corporation" means a corporation,  association,  company,  joint-stock
company or business trust.

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

         "Defeasable Covenant" has the meaning specified in Section 1403.

         "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  Exchange  Act; 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.


<PAGE>

                                      -4-

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

         "Exchange Act" means the  Securities  Exchange Act of 1934 as it may be
amended and any successor act thereto.

         "Funded Debt" of any Person means all  Indebtedness of such Person that
will mature,  pursuant to a mandatory  sinking fund or  prepayment  provision or
otherwise,  and all  installments of Indebtedness  that will fall due, more than
one year from the date of  determination.  In  calculating  the  maturity of any
Indebtedness,  there shall be included the term of any unexercised  right of the
debtor  to  renew  or  extend  such   Indebtedness   existing  at  the  time  of
determination.

         "GAAP" means  generally  accepted  accounting  principles  applied on a
consistent basis.

         "Global  Security"  means a Security  bearing the legend  prescribed 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,
authenticated  and delivered 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.

         "Indebtedness"   of  any  Person   shall  mean,   as  at  any  date  of
determination,  all indebtedness  (including  capitalized lease  obligations) of
such  Person  and its  consolidated  subsidiaries  at such  date  that  would be
required  to  be  included  as a  liability  on  a  consolidated  balance  sheet
(excluding  the footnotes  thereto) of such Person  prepared in accordance  with
GAAP.

         "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 as  contemplated  by Section 301.

         "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.



<PAGE>
                                      -5-

         "Interest Payment Date", when used with respect to any Security,  means
the Stated Maturity of an installment of interest on such Security.

         "Lien"  means,  with  respect  to any  asset  of any  Person,  (i)  any
mortgage, deed of trust, lien, pledge, encumbrance,  charge or security interest
in or on such  asset,  (ii) the  interest  of a vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (iii) in the case of  securities  that
constitute assets of such Person, any purchase option,  call or similar right of
a third party with respect to such securities.

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

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the  Board,  the  President  or a Vice  President,  Chief  Financial  Officer or
Controller and by the  Treasurer,  an Assistant  Treasurer,  the Secretary or an
Assistant  Secretary,  of the Company,  and delivered to the Trustee. One of the
officers signing an Officers'  Certificate  given pursuant to Section 1005 shall
be the principal executive, financial or accounting officer of the Company.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Company, and who shall be acceptable to the Trustee.

         "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


<PAGE>

                                      -6-

         been duly  given  pursuant  to this  Indenture  or  provision  therefor
         satisfactory to the Trustee has been made;

                  (iii)  Securities  as to which  defeasance  has been  effected
         pursuant to Section 1402; 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 any request,  demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be
Outstanding  shall be the amount of the principal  thereof that would be due and
payable as of the date of such  determination  upon acceleration of the Maturity
thereof  pursuant  to  Section  502,  (ii) the  principal  amount of a  Security
denominated  in one or more foreign  currencies  or currency  units shall be the
U.S.  dollar  equivalent,  determined in the manner  provided as contemplated by
Section 301 on the date of original issuance of such Security,  of the principal
amount (or, in the case of an Original Issue Discount Security,  the U.S. dollar
equivalent  on the date of  original  issuance  of such  security  of the amount
determined  as provided  in (i) above) of such  Security,  and (iii)  Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that,  in  determining  whether the  Trustee  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only  Securities  which the Trustee  knows to be so
owned shall be so  disregarded.  Securities  so owned which have been pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

         "Permitted  Receivables  Program" means any receivables  securitization
program pursuant to which the Company or any of the Subsidiaries  sells accounts
receivable to any non-Affiliate in a "true sale" transaction; provided, however,
that any related indebtedness  incurred to finance the purchase of such accounts
receivable is not includible


<PAGE>


                                      -7-

on the balance sheet  (excluding  the  footnotes  thereto) of the Company or any
Subsidiary in accordance with GAAP and applicable  regulations of the Securities
and Exchange Commission.

         "Person"  means  any  individual,  corporation,   partnership,  limited
liability  company,  joint  venture,  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 any premium and
interest  on  the  Securities  of  that  series  are  payable  as  specified  as
contemplated by Section 301.

         "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, (i) the Company's principal office building
and (ii) any manufacturing  plant or principal  research facility of the Company
or any  Significant  Subsidiary  which is located  within  the United  States of
America or Canada, except any such principal office building,  plant or facility
which  the  Board  of  Directors  by  resolution  declares  is not  of  material
importance to the total business  conducted by the Company and its  Subsidiaries
as an entirety.

         "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, means any
officer in the Corporate Trust Office of the Trustee or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.


<PAGE>


                                      -8-

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

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

         "Senior  Indebtedness" means the principal of (and premium, if any) and
interest on (a) all  indebtedness  of the Company for money  borrowed other than
the Securities, and any other indebtedness of the Company represented by a note,
bond,   debenture  or  other  similar   evidence  of   indebtedness   (including
indebtedness  of  others  guaranteed  by the  Company),  in  each  case  whether
outstanding  on the date of this  Indenture or thereafter  created,  incurred or
assumed and (b) amendments,  renewals, extensions,  modifications and refundings
of any such  indebtedness,  unless  in any case in the  instrument  creating  or
evidencing any such indebtedness or pursuant to which the same is outstanding it
is provided  that such  indebtedness  is not superior in right of payment to the
Securities.  For  the  purposes  of this  definition,  "indebtedness  for  money
borrowed"  when used with respect to the Company means (i) any obligation of, or
any obligation  guaranteed by, the Company for the repayment of borrowed  money,
whether  or  not  evidenced  by  bonds,  debentures,   notes  or  other  written
instruments,  (ii) any deferred  payment  obligation of, or any such  obligation
guaranteed  by, the Company for the payment of the purchase price of property or
assets evidenced by a note or similar  instrument,  and (iii) any obligation of,
or any such  obligation  guaranteed  by, the  Company for the payment of rent or
other amounts  under a lease of property or assets which  obligation is required
to be classified  and accounted for as a capitalized  lease on the balance sheet
of the Company under generally accepted accounting principles.

         "Significant  Subsidiary" means, at any time, any Subsidiary that would
be a  "Significant  Subsidiary"  at such  time,  as  such  term  is  defined  in
Regulation  S-X  promulgated  by the  Securities  and Exchange  Commission as in
effect on May 15, 1995.

         "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
installment 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 installment of principal or interest is due and payable.

         "Stockholders'  Equity"  means,  at  any  date  of  determination,  the
stockholders'  equity  at such  date of the  Company  and its  Subsidiaries,  as
determined in accordance with GAAP.

         "Subsidiary"  means a Person  (other than an individual or a government
or any agency or political subdivision thereof) more than 50% of the outstanding
voting interest of which is owned, directly or indirectly,  by the Company or by
one or  more  other  Subsidiaries,  or by the  Company  and  one or  more  other
Subsidiaries.



<PAGE>

                                      -9-

         "Successor Company" has the meaning specified in Section 801.

         "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; 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.

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

         "Yield to  Maturity",  when used with  respect  to any  Original  Issue
Discount  Security  shall mean the yield to  maturity,  if any, set forth in the
prospectus  supplement  relating  thereto,  which shall be equal to the yield to
maturity,  if  any,  set  forth  on the  face  of such  Security.

Section  102.  Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee 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;



<PAGE>


                                      -10-

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

                  (3) a statement that, in the opinion of each such  individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed  opinion as to whether 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.

Section 104. Acts of Holders; Record Dates.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially  similar  tenor  signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise


<PAGE>


                                      -11-

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.

         Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global  Security,  may make, give or take, by a
proxy,   or  proxies,   duly   appointed  in  writing,   any  request,   demand,
authorization,  direction,  notice,  consent,  waiver or other Act  provided  or
permitted  in this  Indenture  to be made,  given or  taken  by  Holders,  and a
Depositary  that is a Holder  of a Global  Security  may  provide  its  proxy or
proxies to the beneficial owners of interest in any such Global Security.

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

         (c) The  Company  may,  in the  circumstances  permitted  by the  Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders  of  Securities  of any  series  entitled  to give or take any  request,
demand,  authorization,  direction,  notice, consent, waiver or other Act, or to
vote on any action  authorized  or  permitted to be given or taken by Holders of
Securities  of  such  series.  If not  set by the  Company  prior  to the  first
solicitation  of a Holder of  Securities  of such  series  made by any Person in
respect  of any such  action,  or, in the case of any such  vote,  prior to such
vote,  the record date for any such action or vote shall be the 30th day (or, if
later,  the date of the most  recent  list of Holders  required  to be  provided
pursuant to Section 701) prior to such first  solicitation  or vote, as the case
may be.  With regard to any record date for action to be taken by the Holders of
one or more series of Securities,  only the Holders of Securities of such series
on such date (or their duly  designated  proxies)  shall be  entitled to give or
take, or vote on, the relevant action.

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


<PAGE>


                                      -12-

         (e) 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.

         (f) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action  hereunder with regard to any  particular  Security may do so
with regard to all or any part of the  principal  amount of such  Security or by
one or more  duly  appointed  agents  each of which may do so  pursuant  to such
appointment with regard to all or any different part of such principal amount.

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,  first-class  postage
         prepaid, to the Company addressed to it at the address of its principal
         office  specified  in the first  paragraph of this  instrument,  marked
         "Attention:  General  Counsel",  or at  any  other  address  previously
         furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

         Where this  Indenture  provides for any notice to Holders,  such notice
shall be sufficiently  given (unless otherwise herein expressly  provided) if in
writing and mailed,  first-class  postage  prepaid,  to each Holder  entitled to
receive such notice, at his address as it appears in the Security Register,  not
later than the latest date (if any),  and not earlier than the earliest date (if
any),  prescribed  for the giving of such  notice.  In 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


<PAGE>


                                      -13-

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 that 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
that may be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 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.

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.


<PAGE>

                                      -14-

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.

Section 113. Legal Holidays.

         In any case where any Interest Payment Date,  Redemption Date or Stated
Maturity of any  Security  shall not be a Business  Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a  provision  of the  Securities  of any series  which  specifically
states  that such  provision  shall apply in lieu of this  Section))  payment of
interest or principal  (and  premium,  if any) need not be made at such Place of
Payment on such date,  but may be made on the next  succeeding  Business  Day at
such Place of Payment  with the same force and effect 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 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.


<PAGE>

                                      -15-

Section 202.     Form of Face of Security.

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

                                                                RAYTHEON COMPANY
                                       -----------------------------------------



No.______________
                                                                       $--------

         Raytheon  Company,  a corporation duly organized and existing under the
laws of the State of Delaware (herein 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
__________________________________________________  [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 and on any overdue installment of interest].  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


<PAGE>

                                      -16-

upon  acceleration,  upon  redemption or at Stated Maturity and in such case the
overdue  principal of this Security 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  shall be payable on demand.  Any such  interest  on any
overdue  principal that is not so paid on demand 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  demand  for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also 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]  [insert  other  currency,  if
applicable]  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].

         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:

                                           RAYTHEON COMPANY

                                           By:________________________

Attest:

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



<PAGE>

                                      -17-

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  July 3,  1995  (herein  called  the
"Indenture"),  between the Company and The Bank of New York, 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,  the holders of
Senior  Indebtedness  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
____________,  19__], 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,



                 Redemption Redemption
 Year                  Price                     Year                     Price




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  installments  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


<PAGE>


                                      -18-

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,


                      Redemption Price
                       For Redemption                      Redemption Price For
                      Through Operation                    Redemption Otherwise
                           of the                         Than Through Operation
     Year               Sinking Fund                       of the Sinking Fund







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  installments  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 Date 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.]

         [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  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 [if applicable, insert -- in
the inverse order in which they become due].]

<PAGE>


                                      -19-

         [If the  Security is subject to  redemption.  insert -- 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  applicable,  insert -- This  Security is not subject to redemption
prior to maturity.]

         [If  applicable,  insert  --  The  Indenture  contains  provisions  for
defeasance  at any time of [(a)]  (the  entire  indebtedness  evidenced  by this
Security]  [and  (b)]  [certain  restrictive  covenants,]  [in each  case]  upon
compliance  by the Company  with certain  conditions  set forth  therein,  which
provisions apply to this Security.]

         The indebtedness  evidenced by this Security is, to the extent provided
in the  Indenture,  subordinate  and  subject  in right of  payment to the prior
payment in full of all Senior Indebtedness,  and this Security is issued subject
to the  provisions of the Indenture  with respect  thereto.  Each Holder of this
Security,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such
provisions,  (b)  authorizes  and directs the Trustee on his behalf to take such
action as may be necessary or  appropriate to effectuate  the  subordination  so
provided and (c) appoints the Trustee his  attorney-in-fact for any and all such
purposes.

         [If the Security is not an Original Issue Discount Security,  insert --
The  principal  of this  Security  may not be declared  due and payable upon the
occurrence  of an Event of  Default,  except  an Event of  Default  relating  to
certain events  involving the bankruptcy,  insolvency or  reorganization  of the
Company.  If an Event of Default  with  respect  to  Securities  of this  series
relating  to  certain   events   involving   the   bankruptcy,   insolvency   or
reorganization  of the Company 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.]

         [If the Security is an Original Issue Discount Security,  insert -- The
principal  of  this  Security  may not be  declared  due and  payable  upon  the
occurrence  of an Event of  Default,  except  an Event of  Default  relating  to
certain events  involving the bankruptcy,  insolvency or  reorganization  of the
Company.  If an Event of Default  with  respect  to  Securities  of this  series
relating  to  certain   events   involving   the   bankruptcy,   insolvency   or
reorganization  of the  Company  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 [if
applicable,  insert - - (i)] of the  amount of  principal  so  declared  due and
payable [if applicable,  insert -- and (ii) of interest on any overdue principal
and  overdue  interest  (in each case to the  extent  that the  payment  of such
interest shall be


<PAGE>


                                      -20-

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 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 a majority in principal  amount of the  Securities  at
the time  Outstanding  of all series to be affected  (voting as a single class).
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.

         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  principal  of and any premium 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  registerable  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 any
premium  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.

<PAGE>


                                      -21-

         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.

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

Section 204. Form of Legend for Global Security.

         Unless  otherwise  specified  as  contemplated  by Section  301 for the
Securities  evidenced thereby,  any Global Security  authenticated and delivered
hereunder shall 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  thereof.  This Security may not be transferred
         to, or registered or exchanged  for  Securities  registered in the name
         of, any Person other than the  Depositary  or a nominee  thereof and no
         such transfer may be  registered,  except in the limited  circumstances
         described in the Indenture.  Every Security authenticated and delivered
         upon  registration  of transfer  of, or in exchange  for or in lieu of,
         this  Security  shall be a Global  Security  subject to the  foregoing,
         except in such limited circumstances."

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

         The Trustee's  certificates of authentication shall be in substantially
the following form:

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



                                                   THE BANK OF NEW YORK


                                                   -----------------------------
                                                   As Trustee

<PAGE>


                                      -22-


                                                   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, or determined in the manner provided, 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  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 Section 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, the date or dates from which such interest
         shall  accrue,  the Interest  Payment  Dates on which any such interest
         shall be payable and the Regular  Record Date for any interest  payable
         on any Interest Payment Date;


<PAGE>


                                      -23-

                  (6) the place or places where the principal of and any premium
         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  Securities of the series
         may be redeemed, in whole or in part, at the option of the Company;

                  (8) the  obligation,  if any,  of the  Company  to  redeem  or
         purchase  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  within  which,  the price or prices at which and the
         terms and  conditions  upon which  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 Securities of the series
         shall be issuable;

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

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

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

                  (13) 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;

                  (14) the  application,  if any,  of either or both of  Section
         1402 and Section 1403 to the Securities of the series;

<PAGE>

                                      -24-

                  (15) whether the 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 Depositary or  Depositaries  for such Global Security or
         Global Securities and any  circumstances  other than those set forth in
         Section 305 in which any such Global  Security may be  transferred  to,
         and registered and exchanged for Securities  registered in the name of,
         a Person  other  than the  Depositary  for such  Global  Security  or a
         nominee thereof and in which any such transfer may be registered;

                  (16) if other than as  specified in Section 501, the events of
         default applicable with respect to the Securities of the series;

                  (17) if other than as  specified in Section 502, the events of
         default the  occurrence  of which would permit the  declaration  of the
         acceleration of maturity pursuant to Section 502;

                  (18) any other  covenant or warranty  included for the benefit
         of Securities of the series in addition to (and not inconsistent  with)
         those  included in this  Indenture for the benefit of Securities of all
         series,  or any other covenant or warranty  included for the benefit of
         Securities  of the series in lieu of any covenant or warranty  included
         in this  Indenture for the benefit of Securities of all series,  or any
         provision that any covenant or warranty  included in this Indenture for
         the benefit of Securities of all series shall not be for the benefit of
         Securities  of such  series,  or any  combination  of  such  covenants,
         warranties or provisions;

                  (19) if other  than as  specified  in  Article  Thirteen,  the
         subordination  provisions  applicable with respect to the Securities of
         the series; and

                  (20) any other term 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,  or  determined  in the manner  provided,  in the  Officers'  Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the  terms  of a  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 such series.

<PAGE>


                                      -25-

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 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  in or
pursuant to one or more Board  Resolutions 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) if the form of such Securities has been  established by or
         pursuant to Board  Resolution  as permitted  by Section 201,  that such
         form has been  established  in conformity  with the  provisions of this
         Indenture;

                  (b) if the terms of such Securities  have been  established by
         or pursuant to Board  Resolution as permitted by Section 301, 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

<PAGE>


                                      -26-

         Company  enforceable  in  accordance  with  their  terms,   subject  to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar  laws of general  applicability  relating  to or  affecting
         creditors' rights and to general equity principles.

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

         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 authentication  upon original issuance of the first
Security of such series to be issued.

         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 of an Authorized  Officer,  and such
certificate  upon  any  Security  shall  be  conclusive  evidence,  and the only
evidence,   that  such  Security  has  been  duly  authenticated  and  delivered
hereunder.  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, 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.

<PAGE>


                                      -27-

         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  one or  more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount and tenor.  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 and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

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


<PAGE>


                                      -28-

         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 to a Holder 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 during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
Securities of that series selected for redemption  under Section 1103 and ending
at the close of business  on the day of such  mailing,  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  and except as  otherwise  specified or
contemplated by Section 301, no Global  Security shall be exchangeable  pursuant
to this Section 305 or Sections 304, 906 and 1107 for  Securities  registered in
the  name  of,  and no  transfer  of a  Global  Security  of any  series  may be
registered  to, any Person other than the  Depositary  for such  Security or its
nominee,  unless  (1)  such  Depositary  (A)  notifies  the  Company  that it is
unwilling or unable to continue as  Depositary  for such Global  Security or (B)
ceases to be a  clearing  agency  registered  under the  Exchange  Act,  (2) the
Company  executes and  delivers to the Trustee a Company  Order that such Global
Security shall be so exchangeable and the transfer  thereof so registerable,  or
(3) there shall have occurred and be continuing an Event of Default, or an event
which  with  notice or lapse of time or both would  become an Event of  Default,
with  respect to the  Securities  evidenced  by such Global  Security.  Upon the
occurrence in respect of any Global Security of any series of any one or more of
the conditions  specified in clause (1), (2) or (3) of the preceding sentence or
such other  conditions  as may be specified as  contemplated  by Section 301 for
such series, such Global Security may be exchanged for Securities  registered in
the names of, and the  transfer of such Global  Security may be  registered  to,
such Persons  (including  Persons other than the Depositary with respect to such
series and its nominees) as such Depositary  shall direct.  Notwithstanding  any
other provision of this Indenture, any Security authenticated and delivered upon
registration  of  transfer  of, or in  exchange  for,  or in lieu of, any Global
Security shall also be a Global Security and shall bear the legend  specified in
Section 204 except for any Security authenticated and delivered in exchange for,
or upon registration of transfer of, a Global Security pursuant to the preceding
sentence.


<PAGE>


                                      -29-

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 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.

         Except as  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



<PAGE>


                                      -30-

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.  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.

<PAGE>


                                      -31-

         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 any premium
and  (subject to Section  307) any  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.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.


<PAGE>

                                      -32-

         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 1004) 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,

         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 any premium 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.

<PAGE>


                                      -33-

         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,  the  obligations  of the Trustee  under Section 402 and the last
paragraph of Section 1004, shall survive.

Section 402. Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money deposited with the Trustee  pursuant to Section 401 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 any premium and
interest for whose payment such money has been deposited with the Trustee. Money
deposited  pursuant to this Section not in violation of this Indenture shall not
be  subject  to  claims of the  holders  of Senior  Indebtedness  under  Article
Thirteen.


                                  ARTICLE FIVE

                                    Remedies

Section 501. Events of Default.

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

                  (a) default in the due and punctual payment of any installment
         of interest  upon any of the  Securities of that series as and when the
         same shall become due and payable and continuance of such default for a
         period of 30 days; or

                  (b) default in the due and punctual  payment of the  principal
         of (or premium, if any, on) any of the Securities of that series as and
         when the same  shall  become due and  payable  either at  Maturity,  by
         declaration as authorized by this Indenture, or otherwise; or

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

<PAGE>

                                      -34-

                  (d)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company set forth in the Securities of that series or in this Indenture
         (other than those set forth  exclusively  in the terms of Securities of
         any series other than that series, or those which have been included in
         this  Indenture  for the benefit of Securities of any series other than
         that  series)  continued  for a period of 60 days after  there has been
         given,  by registered or certified mail, to the Company by the Trustee,
         or to the  Company  and the  Trustee by the  Holders of at least 25% in
         principal  amount  of  the  Securities  of  that  series  at  the  time
         Outstanding, a written notice specifying such failure and requiring the
         same to be  remedied  and  stating  that such  notice  is a "Notice  of
         Default" hereunder; or

                  (e)  the  entry  of  a  decree  or  order  by a  court  having
         jurisdiction in the premises  granting relief in respect of the Company
         in  an  involuntary   case  under  any  applicable   Federal  or  State
         bankruptcy,  insolvency,  reorganization or other similar law adjudging
         the Company as being  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 receiver, liquidator,  custodian,
         assignee,  trustee,  sequestrator  (or other  similar  official) of the
         Company, or of any substantial part of its properties,  or ordering the
         winding  up or  liquidation  of the  affairs  of the  Company,  and the
         continuance  of any such decree or order  unstayed  and in effect for a
         period of 60 consecutive days; or

                  (f)  the  institution  by the  Company  of  proceedings  to be
         adjudicated  as being  bankrupt  or  insolvent,  or the  consent by the
         Company to the  institution  of bankruptcy  or  insolvency  proceedings
         against  it, or the filing by the  Company  of a petition  or answer or
         consent seeking  reorganization or relief under any applicable  Federal
         or State bankruptcy,  insolvency,  reorganization or other similar law,
         or the consent by the Company to the filing of any such  petition or to
         the  appointment  of  a  receiver,  liquidator,   custodian,  assignee,
         trustee, sequestrator (or other similar official) of the Company, or of
         any substantial part of its properties, or the making by the Company of
         an  assignment  for the benefit of  creditors,  or the admission by the
         Company 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

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

Section 502. Acceleration of Maturity; Rescission and Annulment.

         In case one or more of the  Events  of  Default  specified  in  Section
501(e) or 501(f)  shall have  occurred  and be  continuing  with  respect to any
particular series of


<PAGE>


                                      -35-

Securities, then and in each and every such case, unless the principal of all of
the Securities of that series shall have already become due and payable,  either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of that series then Outstanding  hereunder,  by notice in writing
to the  Company  (and to the  Trustee  if given by  Holders),  may  declare  the
principal or, in the case of Original Issue Discount Securities,  such amount of
principal as may be provided for in such  Securities,  of all the  Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be  immediately  due and  payable,  anything in this
Indenture  or in the  Securities  of  that  series  contained  to  the  contrary
notwithstanding.  This provision,  however, is subject to the condition that if,
at any time after such  principal or such amount of  principal,  as the case may
be,  shall have been so declared  due and  payable,  and before any  judgment or
decree for the payment of the moneys due shall have been  obtained or entered as
hereinafter provided,  the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured  installments  of interest upon all Securities
of that  series  and the  principal  of (and  premium,  if any,  on) any and all
Securities  of that  series  which  shall  have  become  due  otherwise  than by
acceleration  (with interest on overdue  installments of interest (to the extent
that payment of such interest is enforceable  under  applicable law) and on such
principal (and premium,  if any) at the rate of interest  prescribed therefor by
such Securities, to the date of such payment or deposit) and the expenses of the
Trustee,  including the reasonable fees of its counsel, and any and all defaults
under this Indenture  with respect to the  Securities of the series,  other than
the nonpayment of principal of (and premium, if any) and accrued interest on the
Securities of that series which shall have become due by acceleration shall have
been  remedied  -- then and in every  such case the  Holders  of a  majority  in
aggregate principal amount of the Securities of that series then Outstanding, by
written  notice to the Company and to the  Trustee,  may waive all  defaults and
rescind and annul such declaration and its  consequences;  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default,
or shall impair any right consequent thereon.

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,

the Company will, upon written 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


<PAGE>


                                      -36-

principal  and any premium and interest  and, to the extent that payment of such
interest  shall be legally  enforceable,  interest on any overdue  principal and
premium and on any overdue interest, 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.

         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 rights of the  Holders of  Securities  of such series by
such appropriate  judicial  proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights,  whether for the specific enforcement of
any  covenant or  agreement  in this  Indenture or in aid of the exercise of any
power  granted  herein,  or to enforce any other  proper  remedy.

Section  504. Trustee May File Proofs of Claim.

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Securities),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  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.

         No provision of this Indenture 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,  the Trustee  may vote on behalf of the  Holders for the  election of a
trustee in bankruptcy or similar official and may 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


<PAGE>

                                      -37-

the Trustee shall be brought in its own name as trustee of an express trust, and
any  recovery  of  judgment  shall,  after  provision  for  the  payment  of the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its  agents  and  counsel,  be for the  ratable  benefit  of the  Holders of the
Securities  in respect of which such judgment has been  recovered.

Section 506.  Application of Money Collected.

         Subject to Article Thirteen, 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 any premium 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 any premium 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 the
         amounts  due and  payable  on such  Securities  for  principal  and any
         premium 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) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

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

                  (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 request;

                  (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


<PAGE>

                                      -38-

                  (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 any premium and (subject to Section 307)
any 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 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.


<PAGE>


                                      -39-

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.

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 any premium 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 with
                          out the  consent  of the  Holder  of each  Outstanding
                          security of such series affected.

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

<PAGE>
                                      -40-

Section 514. Undertaking for Costs.

         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, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section nor the Trust  Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515. Waiver of Stay or Extension Laws.

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

                                  ARTICLE 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 this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. 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.

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


<PAGE>

                                      -41-

default of the character  specified in Section 501(d) 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  believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                 (b) any request or  direction of the Company  mentioned  herein
         shall be  sufficiently  evidenced by a Company Request or Company Order
         and any  resolution  of the  Board  of  Directors  may be  sufficiently
         evidenced by a Board Resolution;

                 (c)  whenever  in the  administration  of  this  Indenture  the
         Trustee shall deem it desirable  that a matter be proved or established
         prior to  taking,  suffering  or  omitting  any action  hereunder,  the
         Trustee (unless other evidence be herein specifically  prescribed) may,
         in the  absence  of bad  faith  on its  part,  rely  upon an  Officers'
         Certificate,  except that in the case of any such Officers' Certificate
         which by any provision hereof is specifically  required to be furnished
         to the Trustee,  the Trustee  shall be under a duty to examine the same
         to  determine  whether or not it conforms to the  requirements  of this
         Indenture;

                 (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,
         except  that in the case of any such  Opinion of  Counsel  which by any
         provision  hereof  is  specifically  required  to be  furnished  to the
         Trustee,  the  Trustee  shall  be under a duty to  examine  the same to
         determine  whether  or not it  conforms  to the  requirements  of  this
         Indenture;

                 (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;


<PAGE>


                                      -42-

                 (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.

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.


<PAGE>

                                      -43-

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 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  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.

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.

Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined  capital and surplus of at least  $50,000,000  and its Corporate  Trust
Office in the United States or any State or Territory thereof or the District of
Columbia  and  subject  to  supervision  or  examination  by  Federal  or  State
authority.  If such Person  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 Person 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.


<PAGE>

                                      -44-

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 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 as being 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


<PAGE>

                                      -45-

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 the  Securities  of any series to all
Holders of Securities of such series in the manner provided in Section 106. 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 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.

         (b) In case of the  appointment  hereunder of a successor  Trustee with
respect to the Securities of one of more (but not all) series, the Company,  the
retiring Trustee


<PAGE>

                                      -46-

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.

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


<PAGE>

                                      -47-

by  the  Trustee  then  in  office,  any  successor  by  merger,  conversion  or
consolidation to such  authenticating  Trustee may adopt such authentication and
deliver  the  Securities  so  authenticated  with  the  same  effect  as if such
successor Trustee had itself authenticated such Securities.

Section 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.

         The Trustee may 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  $50,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating Agent, provided such


<PAGE>

                                      -48-

corporation  shall  be  otherwise  eligible  under  this  Section,  without  the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be acceptable to the Company 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  alternative
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 BANK OF NEW YORK


                                                  -----------------------------,
                                                                 As Trustee

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

                                                  By:
                                                     --------------------------

<PAGE>

                                      -49-

                                                            Authorized Officer

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

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

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

                 (a)  semi-annually,  not later then June 30 and  December 31 in
         each year,  a list for each series of  Securities,  in such form as the
         Trustee  may  reasonably  require,  of the names and  addresses  of the
         Holders of  Securities  of such series as of the  preceding  June 15 or
         December 15, and

                 (b) at such other  times as the Trustee may request in writing,
         within 15 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 10 days
         prior to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar, if it is acting as such.

Section 702. Preservation of Information; Communications to Holders.

         (a) 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,  if it is acting as such.  The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.

         (b) The rights of the 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.

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

Section 703. Reports by Trustee.


<PAGE>

                                      -50-

         (a) 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. To
the extent  that any such report is  required  by the Trust  Indenture  Act with
respect to any 12-month  period,  such report  shall cover the  12-month  period
ending May 15 and shall be transmitted by the next succeeding July 15.

         (b) 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 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.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
Person,  or  successive  consolidations  or mergers in which the  Company or its
successor  or  successors  shall be a party or  parties,  or shall  prevent  any
conveyance,  transfer  or lease of the  properties  and  assets  of the  Company
substantially  as an  entirety  to any other  Person  authorized  to acquire and
operate  the same  (with each of the  foregoing  transactions  referred  to as a
"Company  Sale")  provided,   however,  (i)  that  the  Person  formed  by  such
consolidation  or into which the Company is merged or the Person which  acquires
by conveyance or transfer,  or which leases,  the  properties  and assets of the
Company  substantially  as an  entirety  (the  "Successor  Company")  shall be a
corporation,  shall be  organized  and  validly  existing  under the laws of the
United States of America,  any State thereof or the District of Columbia,  (ii),
the Company  hereby  covenants and agrees that, as a condition  precedent to any
such consolidation,  merger, sale or conveyance, the due and punctual payment of
the principal of


<PAGE>

                                      -51-

(and premium, if any) and interest, if any, on all of the Securities,  according
to their tenor,  and the due and punctual  performance  and observance of all of
the  covenants and  conditions of this  Indenture to be performed by the Company
shall be expressly assumed by supplemental indenture satisfactory in form to the
Trustee,  executed and delivered to the Trustee,  by the  Successor  Company and
(iii) the  Company  shall not be  permitted  to effect any  Company  Sale if the
completion  of such  Company  Sale would  create an Event of Default or an event
under this Indenture which,  with the passage of time or the giving of notice or
both, would become an Event of Default.


Section 802. Successor Corporation to Be Substituted.

         In case of any such Company Sale, such Successor  Company shall succeed
to and be  substituted  for the Company,  with the same effect as if it had been
named herein as the Company.  Such Successor  Company  thereupon may cause to be
signed,  and may issue either in its own name or in the name of Raytheon Company
or in the name of any corporation which previously shall have become the Company
in accordance  with the  provisions of this Article any or all of the Securities
issuable hereunder,  which theretofore shall not have been signed by the Company
and  delivered to the Trustee;  and,  upon the order of such  Successor  Company
instead of the Company and subject to all the terms,  conditions and limitations
in this Indenture prescribed,  the Trustee shall authenticate and shall deliver,
any  Securities  which  previously  shall have been signed and  delivered by the
officers of the Company to the Trustee for  authentication,  and any  Securities
which such Successor  Company  thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All of the Securities of a particular series so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Securities of such series  theretofore or thereafter  issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date or the execution hereof.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent the Company  from  merging  into itself any other Person or acquiring by
purchase or otherwise all or any part of the property of any other Person.

Section 803. Opinion of Counsel to Be Given Trustee.

         The Trustee, subject to Sections 601 and 603, may receive an Opinion of
Counsel as conclusive  evidence  that any such  consolidation,  merger,  sale or
conveyance and any such assumption complies with the provisions of this Article.


<PAGE>

                                      -52-

                                  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; 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  (i) shall neither (A)
         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 (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

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


<PAGE>


                                      -53-

                  (8) to establish the terms upon which the Securities of one or
         more series may be convertible  into, or  exchangeable  for,  shares of
         common stock or preferred stock or other securities of the Company; or

                  (9) 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

                  (10) 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  that such  action
         pursuant to this clause (10) shall not  adversely  affect the interests
         of the Holders of Securities of any series in any material respect.

Section 902. Supplemental Indentures with Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
principal  amount of the  Outstanding  Securities of all series affected by such
supplemental  indenture  (voting  as a  single  class),  by Act of said  Holders
delivered to the Company and the  Trustee,  the Company,  when  authorized  by a
Board  Resolution,  and the Trustee may enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying  in any manner the rights of the  Holders of  Securities  of each 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
         installment 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 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
         modify  the   provisions  of  this   Indenture   with  respect  to  the
         subordination  of the  Securities of any series in a manner  adverse to
         the Holders, or


<PAGE>

                                      -54-

                 (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 or Section
         513,  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, or
         the deletion of this proviso,  in accordance  with the  requirements of
         Sections 611(b) and 901(9).

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.

         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 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.


<PAGE>


                                      -55-

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.

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.

Section 907. Subordination Unimpaired.

         No provision in any  supplemental  indenture  that affects the superior
position  of the  holders  of Senior  Indebtedness  shall be  effective  against
holders of Senior Indebtedness.


                                  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 or  cause  to be paid  the
principal  of and any premium and interest on the  Securities  of that series in
accordance  with the terms of the  Securities  and this  Indenture.  Interest on
Securities shall be payable without presentment of such Securities,  and only to
the  registered  Holders  thereof  determined  as provided in Section  307.  The
Company shall have the right to require a Holder, in connection with the payment
of the  principal of and any premium and  interest on a Security,  to present at
the office or agency of the Company at which such payment is made a certificate,
in such form as the  Company  may from  time to time  prescribe,  to enable  the
Company  to  determine  its duties and  liabilities  with  respect to any taxes,
assessments  or  governmental  charges  which it may be  required  to  deduct or
withhold  therefrom  under any  present or future  law of the  United  States of
America or of any State, County, municipality or taxing or withholding authority
therein,  and the  Company  shall  be  entitled  to  determine  its  duties  and
liabilities  with  respect  to such  deduction  or  withholding  on the basis of
information contained in such certificate or,


<PAGE>


                                      -56-

if no such  certificate  shall be so presented,  on the basis of any presumption
created by any such law,  and shall be entitled to act in  accordance  with such
determination.

Section 1002. Maintenance of Office or Agency.

         So long as any Securities remain outstanding, 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 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 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. Vacancy in the Office of Trustee.

         The  Company,  whenever  necessary  to avoid or fill a  vacancy  in the
office of  Trustee,  will  appoint,  in the manner  provided  in Article  Six, a
Trustee, so that there shall at all times be a Trustee hereunder.

Section 1004. 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 or any premium 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 any premium and 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.


<PAGE>

                                      -57-

         Whenever  the  Company  shall  have one or more  Paying  Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any  Securities  of that  series,  deposit  with a Paying
Agent a sum  sufficient  to pay such amount,  such sum to be held as provided by
the Trust  Indenture  Act 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 (i) comply with the  provisions of
the Trust  Indenture Act  applicable to it as a Paying Agent and (ii) 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,  and  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 then held
by the Company,  in trust for the payment of the  principal of or any premium or
interest on any  Security of any series and  remaining  unclaimed  for two years
after such  principal,  premium or interest has become due and payable  shall be
paid to the Company on Company  Request,  or (if then held by the Company) shall
be discharged from such trust; and 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.

<PAGE>

                             -58-

Section 1005.  Liens.

         Except as  hereinafter  provided in this Section  1005,  so long as the
Securities  of any series are  Outstanding,  the Company  will not, and will not
permit any Significant  Subsidiary to, create,  incur, assume or permit to exist
any Lien on any property or assets  (including  stock or other securities of any
person, including any Significant Subsidiary) now owned or hereafter acquired by
it or on any income or  revenues  or rights in respect of any  thereof,  without
making effective provision,  and the Company convenants that in any such case it
will make, or cause the  applicable  Significant  Subsidiary to make,  effective
provision,  whereby the Securities of any series then or thereafter  Outstanding
shall be  secured  by such  Lien  equally  and  ratably  with any and all  other
obligations  and  indebtedness  thereby  secured,  so  long  as any  such  other
obligations and indebtedness shall be so secured.

         Nothing in this  Section 1005 shall be construed to prevent the Company
or any Significant Subsidiary from creating,  incurring,  assuming or permitting
to exist any Lien of the following character,  to all of which the provisions of
the first paragraph of this Section 1005 shall not be applicable:

         (a) Liens on property  or assets of the  Company  and its  Subsidiaries
existing on the date  hereof,  provided  that such Liens shall secure only those
obligations which they secure as of the date hereof;

         (b) any Lien existing on any property or asset prior to the acquisition
thereof by the  Company or any  Subsidiary,  provided  that (i) such Lien is not
created in contemplation of or in connection with such acquisition and (ii) such
Lien does not  apply to any other  property  or  assets  of the  Company  or any
Subsidiary;

         (c) Liens for  taxes not yet due or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (d) carriers', warehousemen's,  mechanics', materialsmen's, repairmen's
or other like Liens  arising in the  ordinary  course of business  and  securing
obligations  that are not due and payable or which are being  contested  in good
faith by appropriate proceedings and with respect to which adequate reserves, to
the extent required by GAAP, have been set aside;

         (e) pledges and  deposits  made in the  ordinary  course of business in
compliance with workmen's compensation,  unemployment insurance and other social
security laws or regulations;

         (f) deposits to secure the performance of bids,  trade contracts (other
than  for   Indebtedness),   leases  (other  than  capital  leases),   statutory
obligations, surety and appeal


<PAGE>


                                      -59-

bonds, advance payment bonds,  performance bonds and other obligations of a like
nature incurred in the ordinary course of business;

         (g) zoning restrictions, easements, rights-of-way,  restrictions on use
of real property and other similar encumbrances  incurred in the ordinary course
of business  which,  in the aggregate,  are not substantial in amount and do not
materially  detract from the value of the property  subject thereto or interfere
with  the  ordinary  conduct  of  the  business  of  the  Company  or any of its
Subsidiaries;

         (h) Liens upon any property  acquired,  constructed  or improved by the
Company or any Subsidiary  which are created or incurred within 360 days of such
acquisition, construction or improvement to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement,  including carrying costs (but no other amounts),  provided that
any such  Lien  shall  not apply to any other  property  of the  Company  or any
Subsidiary;

         (i) Liens on the property or assets of any  Subsidiary  in favor of the
Company;

         (j)  extensions,  renewals  and  replacements  of Liens  referred to in
paragraphs  (a)  through  (i) of this  Section  1005,  provided  that  any  such
extension,  renewal or  replacement  Lien shall be  limited to the  property  or
assets  covered  by  the  Lien  extended,  renewed  or  replaced  and  that  the
obligations secured by any such extension,  renewal or replacement Lien shall be
in an amount not greater than the amount of the obligations  secured by the Lien
extended, renewed or replaced;

         (k) any Lien, of the type  described in clause (iii) of the  definition
of the term "Lien", on securities  imposed pursuant to an agreement entered into
for the sale or disposition of such securities  pending the closing of such sale
or disposition;  provided such sale or disposition is otherwise  permitted under
this Indenture;

         (l) Liens arising in connection with any Permitted  Receivables Program
(to the  extent  the sale by the  Company or the  applicable  Subsidiary  of its
accounts  receivable  is deemed to give rise to a Lien in favor of the purchaser
thereof in such accounts receivable or the proceeds thereof);

         (m) Liens on the capital stock or assets of any Subsidiary  that is not
a Significant Subsidiary; and

         (n)  Liens to  secure  Indebtedness  if,  immediately  after  the grant
thereof,  the aggregate amount of all  Indebtedness  secured by Liens that would
not  be  permitted  but  for  this  clause  (n)  does  not  exceed  15%  of  the
Stockholders' Equity as shown on


<PAGE>

                                      -60-

the most recent  consolidated  balance sheet of the Company and the Subsidiaries
filed with the Securities and Exchange Commission pursuant to the Exchange Act.

Section 1006.  Limitation on Sale and Leaseback Transactions.

         So long as the  Securities of any Series are  Outstanding,  the Company
will not,  and will not permit any  Significant  Subsidiary  to,  enter into any
arrangement,  directly or  indirectly,  with any Person whereby it shall sell or
transfer any Principal Property,  whether now owned or hereafter  acquired,  and
thereafter rent back or lease such Principal Property;  provided,  however, that
this  Section 1006 shall not prevent the Company or any  Significant  Subsidiary
from;

         (a) entering into any  transaction not involving a lease with a term of
more than three (3) years;

         (b) entering  into any  transaction  to the extent the Lien on any such
property  subject to such sale and  leaseback  would be permitted  under Section
1005;

         (c) entering  into any  transaction  for the sale and  leaseback of any
property  if such lease is entered  into  within 180 days after the later of the
acquisition,  completion of  construction  or  commencement of operation of such
property; and

         (d) entering into any sale and leaseback  transaction if the Company or
such  Significant  Subsidiary  within 120 days after the  effective  date of the
lease,  applies an amount  equal to the  greater of (i) the net  proceeds of the
sale of the property  leased in such sale and leaseback  transaction or (ii) the
fair market value (as  determined  in good faith by the Board of  Directors)  of
such  property  on any date  within 90 days prior to the  effective  date of the
lease,  to the  retirement  of Funded  Debt of the  Company  or any  Significant
Subsidiary;  provided,  however, that the amount to be applied to the retirement
of Funded Debt of the Company or a Significant Subsidiary shall be reduced by:

                 (1)      the principal amount of any Securities surrendered to
         the Trustee by the Company for cancellation within 120 days after the
         effective date of the lease, and

                 (2) the principal  amount of Funded Debt other than  Securities
         voluntarily  retired by the Company within 120 days after the effective
         date of the lease; and

provided  further  that no  retirement  referred  to in this  clause  (d) may be
effected by payment on the final  maturity  date or  pursuant  to any  mandatory
sinking fund or prepayment provision.


<PAGE>


                                      -61-

Section 1007. Statement by Officers as to Default.

         The Company will deliver to the Trustee,  within 120 days after the end
of each fiscal year of the Company  ending after the date  hereof,  an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.

Section 1008. 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  existence,
rights  (charter  and  statutory)  and  franchises  to  carry  on its  business;
provided,  however,  that  nothing in this  Section  1008 shall  prevent (i) any
consolidation or merger of the Company, or any conveyance,  transfer or lease of
its  property  and assets  substantially  as an  entirety,  permitted by Article
Eight,  or (ii)  the  liquidation  or  dissolution  of the  Company  after  such
conveyance,  transfer or lease of its  property and assets  substantially  as an
entirety permitted by Article Eight.

                                 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  principal  amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities 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


<PAGE>


                                      -62-

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  in
accordance with this Article (unless all of the Securities of such series and of
a specified tenor are to be redeemed),  the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee,  from the Outstanding  Securities of such series not previously  called
for  redemption,  by such method as 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 of a
denomination  larger than the minimum authorized  denomination for Securities of
that  series.  If  less  than  all of the  Securities  of such  series  and of a
specified  tenor are to be redeemed,  the  particular  Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee from the  Outstanding  Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

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

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

Section 1104. Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, to each Holder of Securities to be redeemed,  at his address  appearing in
the Security Register.

                 All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any,

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


<PAGE>


                                      -63-

         Securities, the principal amounts) of the particular securities to be
         redeemed,

                  (4) that on the  Redemption  Date  the  Redemption  Price  and
         accrued  interest,  if any,  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 accrued  interest,
         if any, 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 and shall be irrevocable.

Section 1105. Deposit of Redemption Price.

         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  1004) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date shall be an Interest  Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 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,  installments 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, required 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 any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security.


<PAGE>


                                      -64-

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 Security  Registrar
so requires,  due  endorsement  by, or 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),  and the Company
shall execute,  and the Security Registrar 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.

                                 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


<PAGE>


                                      -65-

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 90 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  Security  Registrar  any
Securities  to be so  delivered.  Not less than 60 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 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                          Subordination of Securities

Section 1301.  Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees,  and each Holder of a Security of any
series, by his acceptance thereof,  likewise covenants and agrees,  that, to the
extent and in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities of such series and the payment of the principal of
(and premium,  if any) and interest on each of the Securities of such series are
hereby  expressly made  subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

Section 1302.  Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any  receivership,   liquidation,   reorganization  or  other  similar  case  or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation,  dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy,  or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company,  then and in any
such  event the  holders of Senior  Indebtedness  shall be  entitled  to receive
payment  in full of all  amounts  due or to become  due on or in  respect of all
Senior  Indebtedness,  or  provision  shall be made for such payment in money or
money's worth,


<PAGE>

                                      -66-

before the Holders of the  Securities  of any series are entitled to receive any
payment on account of  principal  of (or  premium,  if any) or  interest  on the
Securities  of such series,  and to that end the holders of Senior  Indebtedness
shall be entitled to  receive,  for  application  to the  payment  thereof,  any
payment or distribution of any kind or character,  whether in cash,  property or
securities,  which may be payable or deliverable in respect of the Securities of
any  series in any such  case,  proceeding,  dissolution,  liquidation  or other
winding up or event.

         In the event that,  notwithstanding  the  foregoing  provisions of this
Section,  the  Trustee or the holder of any  Security  of any series  shall have
received  any  payment or  distribution  of assets of the Company of any kind or
character,   whether  in  cash,  property  or  securities,   before  all  Senior
Indebtedness is paid in full or payment  thereof  provided for, and if such fact
shall, at or prior to the time of such payment or  distribution,  have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or  distribution  shall be paid over or delivered  forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other  Person  making  payment or  distribution  of assets of the Company for
application to the payment of all Senior  Indebtedness  remaining unpaid, to the
extent necessary to pay all Senior  Indebtedness in full, after giving effect to
any  concurrent  payment  or  distribution  to or  for  the  holders  of  Senior
Indebtedness.

         For  purposes  of this  Article  only,  the words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment  which are subordinated
in  right  of  payment  to all  Senior  Indebtedness  which  may at the  time be
outstanding  to the same extent as, or to a greater  extent than, the Securities
are so  subordinated  as  provided in this  Article.  The  consolidation  of the
Company  with,  or the  merger  of  the  Company  into,  another  Person  or the
liquidation  or  dissolution  of the  Company  following  the sale,  conveyance,
transfer or lease of its properties and assets  substantially  as an entirety to
another  Person upon the terms and  conditions  set forth in Article Eight shall
not be deemed a dissolution, winding up, liquidation, reorganization, assignment
for the benefit of creditors or  marshalling  of assets and  liabilities  of the
Company  for  the  purposes  of  this  Section  if the  Person  formed  by  such
consolidation  or into which the Company is merged or the Person which  acquires
by sale, conveyance,  transfer or lease such properties and assets substantially
as an  entirety,  as the case may be,  shall,  as a part of such  consolidation,
merger,  sale,  conveyance,  transfer or lease,  comply with the  conditions set
forth in Article Eight.

Section  1303.  Prior  Payment  to  Senior  Indebtedness  Upon  Acceleration  of
Securities.

         In the event that any  Securities  of any series are  declared  due and
payable  before  their  Stated  Maturity,  then and in such event the holders of
Senior Indebtedness shall


<PAGE>

                                      -67-

be entitled to receive payment in full of all amounts due or to become due on or
in respect  of all  Senior  Indebtedness,  or  provision  shall be made for such
payment  in cash,  before  the  Holders  of the  Securities  of such  series are
entitled  to receive  any  payment of the  principal  of,  premium,  if any,  or
interest on the Securities of such series or on account of the purchase or other
acquisition  of  Securities  of such  series;  provided,  however,  that,  if as
specified as  contemplated  by Section 301,  Article Twelve is applicable to any
series of Securities,  nothing in this Section shall prevent the satisfaction of
any sinking fund payment in accordance  with Article  Twelve by  delivering  and
crediting  pursuant to Section  1202  Securities  of such series which have been
acquired  (upon   redemption  or  otherwise)   prior  to  such   declaration  of
acceleration.

         In the event that,  notwithstanding  the  foregoing,  the Company shall
make any  payment to the  Trustee or the  Holder of any  Security  of any series
prohibited by the foregoing  provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder,  then and in such event such  payment  shall be
paid over and delivered forthwith to the Company.

         The  provisions  of this  Section  shall not apply to any payment  with
respect to which Section 1302 would be applicable.

Section 1304.  No Payment When Senior Indebtedness in Default.

         (a) In the event and  during  the  continuation  of any  default in the
payment  of  principal  of (or  premium,  if  any)  or  interest  on any  Senior
Indebtedness  beyond any applicable grace period with respect thereto, or in the
event that any event of default  with respect to any Senior  Indebtedness  shall
have  occurred  and  be  continuing   permitting  the  holders  of  such  Senior
Indebtedness  (or a trustee on behalf of the holders  thereof)  to declare  such
Senior  Indebtedness  due and  payable  prior  to the  date on  which  it  would
otherwise  have become due and  payable,  unless and until such event of default
shall  have  been  cured  or  waived  or shall  have  ceased  to exist  and such
acceleration  shall have been  rescinded  or  annulled,  or (b) in the event any
judicial  proceeding  shall be  pending  with  respect  to any such  default  in
payment,  or event of default,  then no payment  shall be made by the Company on
account of principal of (or premium,  if any) or interest on the  Securities  of
any series or on account of the purchase or other  acquisition  of Securities of
any series; provided,  however, that, if as specified as contemplated by Section
301 Article  Twelve is applicable to any series of  Securities,  nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with  Article  Twelve by  delivering  and  crediting  pursuant  to Section  1202
Securities  of  such  series  which  have  been  acquired  (upon  redemption  or
otherwise) prior to such default in payment or event of default.

         In the event that,  notwithstanding  the  foregoing,  the Company shall
make any  payment to the  Trustee or the  Holder of any  Security  of any series
prohibited by the


<PAGE>


                                      -68-

foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such  payment,  have been made known to the  Trustee or, as the case may
be,  such  Holder,  then and in such event such  payment  shall be paid over and
delivered forthwith to the Company.

         The  provisions  of this  Section  shall not apply to any payment  with
respect to which Section 1302 would be applicable.

Section 1305.  Payment Permitted If No Default.

         Nothing  contained in this Article or elsewhere in this Indenture or in
any of the  Securities of any series shall prevent (a) the Company,  at any time
except during the pendency of any case, proceeding, dissolution,  liquidation or
other winding up,  assignment for the benefit of creditors or other  marshalling
of assets and  liabilities  of the Company  referred to in Section 1302 or under
the conditions  described in Section 1303 or 1304,  from making  payments at any
time of principal of (and premium,  if any) or interest on the Securities of any
series,  or (b) the  application  by the Trustee of any money  deposited with it
hereunder to the payment of or on account of the principal of (and  premium,  if
any) or  interest  on the  Securities  of any  series or the  retention  of such
payment  by the  Holder,  if,  subject  to  Section  1310,  at the  time of such
application  by the Trustee,  it did not have  knowledge that such payment would
have been prohibited by the provisions of this Article.

Section 1306.  Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all Senior Indebtedness,  the Holders
of the Securities of a series shall be subrogated  (equally and ratably with the
holders  of all  indebtedness  of the  Company  which  by its  express  terms is
subordinated to indebtedness of the Company to substantially  the same extent as
the Securities are  subordinated  and is entitled to like rights of subrogation)
to the  extent of the  payments  or  distributions  made to the  holders of such
Senior Indebtedness  pursuant to the provisions of this Article to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash,  property and securities  applicable to the Senior  Indebtedness until the
principal of (and premium, if any) and interest on the Securities of such series
shall  be paid in  full.  For  purposes  of such  subrogation,  no  payments  or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities  to which the  Holders of the  Securities  of a series or the Trustee
would be entitled  except for the  provisions of this  Article,  and no payments
over  pursuant  to the  provisions  of this  Article  to the  holders  of Senior
Indebtedness by Holders of the Securities of a series or the Trustee,  shall, as
among the Company,  its creditors other than holders of Senior  Indebtedness and
the  Holders  of the  Securities  of such  series,  be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.


<PAGE>


                                      -69-

Section 1307.  Provisions Solely to Define Relative Rights.

         The  provisions  of this  Article are and are  intended  solely for the
purpose of defining the relative  rights of the Holders of the  Securities  of a
series on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing  contained  in this  Article or  elsewhere  in this  Indenture or in the
Securities  of any  series  is  intended  to or shall (a)  impair,  as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the  Securities  of any  series,  the  obligation  of the  Company,  which is
absolute and unconditional,  to pay to the Holders of the Securities of a series
the  principal of (and premium,  if any) and interest on the  Securities of such
series as and when the same shall  become due and  payable  in  accordance  with
their  terms;  or (b) affect the  relative  rights  against  the  Company of the
Holders of the  Securities  of a series and  creditors of the Company other than
the holders of Senior Indebtedness;  or (c) prevent the Trustee or the Holder of
any Security of any series from exercising all remedies  otherwise  permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under  this  Article  of the  holders of Senior  Indebtedness  to receive  cash,
property and securities  otherwise payable or deliverable to the Trustee or such
Holder.

Section 1308.  Trustee to Effectuate Subordination.

         Each  holder of a  Security  of any  series by his  acceptance  thereof
authorizes  and  directs the Trustee on his behalf to take such action as may be
necessary  or  appropriate  to  effectuate  the  subordination  provided in this
Article  and  appoints  the Trustee  his  attorney-in-fact  for any and all such
purposes.

Section 1309.  No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior  Indebtedness to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any  failure  to  act,  in  good  faith,  by any  such  holder,  or by any
non-compliance  by the Company with the terms,  provisions and covenants of this
Indenture,  regardless of any  knowledge  thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the  holders  of  Senior  Indebtedness  may,  at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series, without incurring responsibility to the Holders of the Securities
of any series and without impairing or releasing the  subordination  provided in
this Article or the  obligations  hereunder of the Holders of the  Securities to
the holders of Senior  Indebtedness,  do any one or more of the  following:  (i)
change the  manner,  place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness,  or otherwise amend or supplement in any
manner


<PAGE>

                                      -70-

Senior Indebtedness or any instrument evidencing the same or any agreement under
which  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,  release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness;  (iii) release any Person liable in any manner for the  collection
of Senior Indebtedness;  and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

Section 1310. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee  in  respect  of the  Securities  of  any  series.  Notwithstanding  the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with  knowledge  of the  existence of any facts which would
prohibit  the  making of any  payment  to or by the  Trustee  in  respect of the
Securities of a series, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior  Indebtedness  or from any
trustee  therefor or  representative  thereof;  and, prior to the receipt of any
such written  notice,  the Trustee,  subject to the  provisions  of Section 601,
shall be entitled in all respects to assume that no such facts exist;  provided,
however,  that if the Trustee shall not have received the notice provided for in
this  Section  at least two  Business  Days  prior to the date upon which by the
terms hereof any money may become  payable for any purpose  (including,  without
limitation,  the payment of the principal  (and premium,  if any) or interest on
any Security),  then, anything herein contained to the contrary notwithstanding,
the Trustee  shall have full power and  authority  to receive  such money and to
apply the same to the purpose for which such money was received and shall not be
affected  by any notice to the  contrary  which may be received by it within two
Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the  delivery  to it of a  written  notice  by a Person  representing
himself  to be a  holder  of  Senior  Indebtedness  (or a  trustee  therefor  or
representative thereof) to establish that such notice has been given by a holder
of Senior Indebtedness (or a trustee therefor or representative thereof). In the
event  that the  Trustee  determines  in good  faith that  further  evidence  is
required  with  respect  to the  right  of any  Person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article,  the  Trustee  may  request  such  Person to  furnish  evidence  to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person  under this  Article,  and if such  evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

<PAGE>


                                      -71-

Section 1311.    Reliance on Judicial Order or Certificate of Liquidation
                 Agent.

         Upon any payment or distribution  of assets of the Company  referred to
in this Article, the Trustee,  subject to the provisions of Section 601, and the
Holders of the Securities of any series shall be entitled to rely upon any order
or  decree  entered  by any  court  of  competent  jurisdiction  in  which  such
insolvency, bankruptcy, receivership, liquidation, reorganization,  dissolution,
winding up or similar case or  proceeding is pending,  or a  certificate  of the
trustee in bankruptcy,  receiver,  liquidating trustee, custodian,  assignee for
the  benefit  of  creditors,  agent or  other  Person  making  such  payment  or
distribution,  delivered to the Trustee or to the Holders of  Securities of such
series,  for the purpose of ascertaining  the Persons entitled to participate in
such payment or distribution,  the holders of the Senior  Indebtedness and other
indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article.

Section 1312. Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The  Trustee  shall  not be  deemed  to owe any  fiduciary  duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith  mistakenly  pay over or distribute to Holders of Securities
of any  series  or to the  Company  or to any other  Person  cash,  property  or
securities  to which any  holders of Senior  Indebtedness  shall be  entitled by
virtue of this Article or otherwise.

Section 1313.    Rights of Trustee as Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article with respect to any Senior  Indebtedness  which
may at any time be held by it, to the same extent as any other  holder of Senior
Indebtedness,  and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Nothing in this  Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

Section 1314.    Article Applicable to Paying Agents.

         In case at any time any Payment Agent other than the Trustee shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  shall  in such  case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article in addition to or in place of the Trustee;


<PAGE>

                                      -72-

provided,  however,  that  Section  1313  shall not apply to the  Company or any
Affiliate of the Company if it or such Affiliate acts as Payment Agent.

                                ARTICLE FOURTEEN

                       Defeasance and Covenant Defeasance

Section 1401.    Applicability of Article; Company's Option to
                 Effect Defeasance or Covenant Defeasance.

         If pursuant to Section 301  provision is made for either or both of (a)
defeasance  of the  Securities  of a series  under  Section 1402 or (b) covenant
defeasance of the Securities of a series under Section 1403, then the provisions
of such  Section  or  Sections,  as the case  may be,  together  with the  other
provisions of this Article  Thirteen,  shall be applicable to the  Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1402
(if  applicable) or Section 1403 (if  applicable) be applied to the  Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fourteen.

Section 1402. Defeasance and Discharge.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section,  the  Company  shall  be  deemed  to  have  been  discharged  from  its
obligations  with respect to the  Outstanding  Securities  of such series on and
after  the  date  the  conditions   precedent  set  forth  below  are  satisfied
(hereinafter,  "defeasance").  For this purpose,  such defeasance means that the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by the  outstanding  Securities of such series and to have satisfied
all its other  obligations  under such Securities and this Indenture,  including
the  provisions  of Article  Thirteen  hereof,  insofar as such  Securities  are
concerned (and the Trustee, at the expense of the Company,  shall execute proper
instruments  acknowledging  the same),  except  for the  following  which  shall
survive until otherwise  terminated or discharged  hereunder:  (A) the rights of
Holders of  Outstanding  Securities  of such series to receive,  solely from the
trust fund  described in Section  1405 as more fully set forth in such  Section,
payments  of the  principal  of (and  premium,  if  any)  and  interest  on such
Securities  when such  payments  are due,  (B) the  Company's  obligations  with
respect to such Securities  under Sections 304, 305, 306, 1002 and 1004 and such
obligations  as shall be  ancillary  thereto,  (C) the rights,  powers,  trusts,
duties,  immunities and other provisions in respect of the Trustee hereunder and
(D) this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option  under this  Section  1402  notwithstanding  the
prior  exercise of its option under Section 1403 with respect to the  Securities
of such series. Following a defeasance,


<PAGE>

                                      -73-

payment of the  Securities of such series may not be  accelerated  because of an
Event of Default.

Section 1403. Covenant Defeasance.

         Upon the  Company's  exercise of the above  option  applicable  to this
Section and after the date the  conditions  set forth below are  satisfied,  the
Company  shall be released from its  obligations  under Section 1005 and Section
1006 and under any additional or substitute covenant established with respect to
the  Securities of any series  pursuant to Section  301(18) if the Securities of
such series have been  determined  pursuant to Section 301 to be subject to this
provision (with Section 1005, Section 1006 and any such additional or substitute
covenant referred to herein as a "Defeasable  Covenant"),  and the occurrence of
an event  specified in Section 501(d) with respect to such  Defeasable  Covenant
shall not be deemed to be an Event of Default  with  respect to the  Outstanding
Securities  of  such  series  (hereinafter,  "covenant  defeasance").  For  this
purpose,  such covenant  defeasance  means that, with respect to the outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term,  condition or limitation set forth in any such
Defeasable  Covenant  whether  directly or indirectly by reason of any reference
elsewhere  herein to any such Defeasable  Covenant or by reason of any reference
in any such Defeasable  Covenant to any other  provision  herein or in any other
document,  but the  remainder of this  Indenture  and such  Securities  shall be
unaffected thereby.  Following a covenant defeasance,  payment of the Securities
of such series may not be accelerated  because of an Event of Default  specified
in Section  501(e) or Section  501(f) or by reference to Section 501(d) and such
Defeasable Covenant.

Section 1404. Conditions to Defeasance or Covenant Defeasance.

         The  following  shall be the  conditions  precedent to  application  of
either  Section  1402 or  Section  1403 to the  outstanding  Securities  of such
series:

                  (1) The Company shall  irrevocably have deposited or caused to
         be  deposited  with the  Trustee  (or another  trustee  satisfying  the
         requirements  of  Section  609 who  shall  agree  to  comply  with  the
         provisions of this Article Fourteen applicable to it) 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,  (A)  money  in an  amount,  or (B)  U.S.
         Government Obligations which through the scheduled payment of principal
         and  interest in respect  thereof in  accordance  with their terms will
         provide,  not later than one day  before  the due date of any  payment,
         money in an amount, or (C) a combination thereof,  sufficient,  without
         reinvestment,  in  the  opinion  of a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge, the principal of (and premium, if any) and

<PAGE>


                                  -74-

         interest on the  outstanding  Securities of such series on the Maturity
         of such  principal,  premium,  if any,  or interest  and any  mandatory
         sinking  fund  payments  or  analogous   payments   applicable  to  the
         Outstanding Securities of such series on the due dates thereof.  Before
         such a deposit the Company may make  arrangements  satisfactory  to the
         Trustee for the  redemption  of Securities at a future date or dates in
         accordance with Article Eleven, which shall be given effect in applying
         the foregoing.  For this purpose,  "U.S. Government  Obligations" means
         securities  that are (x) direct  obligations  of the  United  States of
         America  for the  payment of which its full faith and credit is pledged
         or (y)  obligations of a Person  controlled or supervised by and acting
         as an agency or  instrumentality  of the United  States of America  the
         payment  of which is  unconditionally  guaranteed  as a full  faith and
         credit  obligation  by the United States of America,  which,  in either
         case,  are not  callable  or  redeemable  at the  option of the  issuer
         thereof,  and shall also include a depository  receipt issued by a bank
         (as  defined  in  Section  3(a)(2) of the  Securities  Act of 1933,  as
         amended)  as  custodian  with  respect  to  any  such  U.S.  Government
         Obligation  or a specific  payment of  principal  of or interest on any
         such U.S. Government  Obligation held by such custodian for the account
         of the holder of such  depository  receipt,  provided  that  (except as
         required by law) such custodian is not authorized to make any deduction
         from the amount payable to the holder of such  depository  receipt from
         any amount received by the custodian in respect of the U.S.  Government
         Obligation  or the specific  payment of principal of or interest on the
         U.S. Government Obligation evidenced by such depository receipt.

                  (2) No Event of Default or event which with notice or lapse of
         time or both  would  become an Event of  Default  with  respect  to the
         Securities of such series shall have occurred and be continuing  (A) on
         the date of such deposit or (B) insofar as  subsections  501(e) and (f)
         are  concerned,  at any time  during the period  ending on the 91st day
         after  the  date of such  deposit  or,  if  longer,  ending  on the day
         following the expiration of the longest preference period applicable to
         the Company in respect of such  deposit (it being  understood  that the
         condition  in this Clause (B) shall not be deemed  satisfied  until the
         expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
         the Trustee  for the  Securities  of such series to have a  conflicting
         interest  as  defined  in  Section  608 or for  purposes  of the  Trust
         Indenture  Act with  respect to any  securities  of the  Company or (B)
         result in the trust arising from such deposit to constitute,  unless it
         is qualified as, a regulated  investment  company under the  Investment
         Company Act of 1940, as amended.

                  (4) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other agreement or instrument to which the Company is a party or
         by which it is bound.


<PAGE>


                                      -75-

                 (5) Such defeasance or covenant  defeasance shall not cause any
         Securities  of such  series  then  listed  on any  registered  national
         securities exchange under the Exchange Act to be delisted.

                 (6) In the case of an election  under Section 1402, the Company
         shall have delivered to the Trustee an opinion of Counsel  stating that
         (x) the Company has received  from, or there has been published by, the
         Internal  Revenue  Service  a  ruling,  or (y)  since  the date of this
         Indenture there has been a change in the applicable  Federal income tax
         law, in either case to the effect that,  and based thereon such opinion
         shall confirm that, the Holders of the  outstanding  Securities of such
         series will not recognize  income,  gain or loss for Federal income tax
         purposes as a result of such  defeasance and will be subject to Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such defeasance had not occurred.

                  (7) In the case of an election under Section 1403, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding  Securities of such series will not
         recognize  income,  gain or loss for Federal  income tax  purposes as a
         result of such  covenant  defeasance  and will be  subject  to  Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such covenant  defeasance  had not
         occurred.

                 (8) Such defeasance or covenant defeasance shall be effected in
         compliance with any additional  terms,  conditions or limitations which
         may be  imposed on the  Company in  connection  therewith  pursuant  to
         Section 301.

                  (9) At the time of such deposit: (A) no default in the payment
         of all or a portion of principal of (or premium, if any) or interest on
         any Senior  Indebtedness shall have occurred and be continuing,  and no
         event of default  with  respect to any Senior  Indebtedness  shall have
         occurred  and be  continuing  and shall have  resulted  in such  Senior
         Indebtedness  becoming or being  declared due and payable  prior to the
         date on which it would otherwise have become due and payable and (B) no
         other event of default  with respect to any Senior  Indebtedness  shall
         have occurred and be continuing  permitting  (after notice or the lapse
         of time, or both) the holders of such Senior Indebtedness (or a trustee
         on behalf of the holders  thereof) to declare such Senior  Indebtedness
         due and  payable  prior to the date on  which it would  otherwise  have
         become due and payable,  or, in the case of either Clause (A) or Clause
         (B) above,  each such default or Event of Default shall have been cured
         or waived or shall have ceased to exist.


<PAGE>

                                      -76-

                  (10) The Company  shall have paid, or provided for the payment
         of, the fees and  expenses of the Trustee  payable  pursuant to Section
         607.

                  (11) The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  provided for  relating to either the  defeasance
         under  Section 1402 or the covenant  defeasance  under Section 1403 (as
         the case may be) have been complied with.

Section 1405.    Deposited Money and U.S. Government
                 Obligations to Be Held in Trust;
                 Other Miscellaneous Provisions.

         Subject to the  provisions of the last  paragraph of Section 1004,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying  trustee -- collectively,  for purposes of
this Section  1405,  the  "Trustee")  pursuant to Section 1404 in respect of the
Outstanding  Securities of such series shall be held in trust and applied by the
Trustee,  in  accordance  with  the  provisions  of  such  Securities  and  this
Indenture,  to the payment, either directly or through any Paying Agent (but not
including  the  Company  acting  as its own  Paying  Agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon in respect of principal  (and premium,  if any) and  interest,  but such
money need not be segregated  from other funds except to the extent  required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed  on or  assessed  against  the  money or U.S.  Government
Obligations  deposited  pursuant to Section 1404 or the  principal  and interest
received in respect thereof.

         Anything  herein to the  contrary  notwithstanding,  the Trustee  shall
deliver or pay to the Company from time to time upon  Company  Request any money
or U.S. Government  Obligations held by it as provided in Section 1404 which, in
the opinion of a nationally  recognized firm of independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect an equivalent defeasance or covenant defeasance.

Section 1406. Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section 1405 by reason of any order or judgment or any court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then the Company's obligations under the Securities of such series
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
this Article Fourteen until such time as the


<PAGE>

                                      -77-

Trustee or Paying Agent is permitted to apply all such money in accordance  with
Section  1405;  provided,  however,  that if the  Company  makes any  payment of
principal of (and premium,  if any) or interest on any such  Security  following
the  reinstatement  of its  obligations,  the Company shall be subrogated to the
rights of the Holders of such  Securities to receive such payment from the money
held by the Trustee or the Paying Agent.

         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.

                                                   RAYTHEON COMPANY


                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:

Attest:


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



                                                   THE BANK OF NEW YORK



                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:

Attest:


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



<PAGE>

                                      -78-


COMMONWEALTH OF MASSACHUSETTS     )
                                  )  ss.:  Lexington
COUNTY OF MIDDLESEX               )



         On  the________   day  of  July,   1995,   before  me  personally  came
_________________,  to me known, who, being by as duly sworn, did depose and say
that he is  ____________________  of Raytheon  Company,  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.



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


STATE OF NEW YORK                 )
                                  )  ss.:
COUNTY OF ____________            )

         On  the  ______  day  of  July,   1995,   before  me  personally   came
____________,  to me known, who, being by me duly sworn, did depose and say that
he is a  _____________________  of The Bank of New York, a bank described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
association;  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
association, and that he signed his name thereto by like authority.



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