Exhibit 4.1.b.
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                KANSAS CITY POWER & LIGHT COMPANY



                               AND



                      THE BANK OF NEW YORK,
                             TRUSTEE




                            INDENTURE

                    DATED AS OF MARCH 1, 2002




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



                  PROVIDING FOR THE ISSUANCE OF
                         DEBT SECURITIES











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<PAGE>

                 CROSS REFERENCE SHEET*

                        Between

       Provisions of Trust Indenture Act of 1939,
                      As Amended.

                          and

     Indenture dated as of February  , 2000 between
           Kansas City Power & Light Company
               and The Bank of New York,
                        Trustee

   SECTION OF ACT                       SECTION OF INDENTURE
   --------------                       --------------------

   310 (a) (1) and (2)                  4.04 and 7.08
   310 (a) (3) and (4)                  Not Applicable
   310 (b)                              7.07 and 7.09(b)
   310 (c)                              Not Applicable
   311 (a) and (b)                      7.12
   311 (c)                              Not Applicable
   312 (a)                              5.01 and 5.02 (a)
   312 (b) and (c)                      5.02 (b) and (c)
   313 (a) (1), (2), (3), (5),          5.04 (a)
       (6) and (7)
   313 (a) (6)                          Not Applicable
   313 (b) (1)                          Not Applicable
   313 (b) (2)                          5.04 (b)
   313 (c)                              5.04 (b)
   313 (d)                              5.04 (c)
   314 (a)                              5.03
   314 (b)                              Not Applicable
   314 (c) (1) and (2)                  15.06
   314 (c) (3)                          Not Applicable
   314 (d)                              Not Applicable
   314 (e)                              15.06
   314 (f)                              Not Applicable
   315 (a), (c) and (d)                 7.01
   315 (b)                              6.07
   315 (e)                              6.08
   316 (a) (1)                          6.06
   316 (a) (2)                          Omitted
   316 (a) last paragraph               8.04
   316 (b)                              6.04
   317 (a)                              6.02
   317 (b)                              4.05 and 7.05
   318 (a)                              15.07

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* This Cross Reference Sheet is not part of the Indenture.


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                       TABLE OF CONTENTS*
                        ---------------


PARTIES                                                         1

RECITALS                                                        1

                           ARTICLE ONE

                           DEFINITIONS

SECTION 1.01.    Certain Terms Defined                          1

          Affiliate                                             1
          Board of Directors                                    2
          Board Resolution                                      2
          Business Day                                          2
          Company                                               2
          Company Order                                         2
          Corporation                                           2
          Depositary                                            2
          Event of Default                                      3
          Global Security                                       3
          Indenture                                             3
          Interest                                              3
          Interest Payment Date                                 3
          Officers' Certificate                                 3
          Opinion of Counsel                                    3
          Original Issue Discount Security                      3
          Outstanding                                           4
          Person                                                4
          Principal Office of the Company                       4
          Qualifying Generation Facilities                      4
          Record Date                                           5
          Registered Holder                                     5
          Responsible Officer                                   5
          Securityholder                                        5
          Security Register                                     5
          Successor                                             5
          Trustee                                               5
          Trust Indenture Act                                   6
          Vice President                                        6

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* The Table of Contents is not part of the Indenture.

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                           ARTICLE TWO

           ISSUE, DESCRIPTION, EXECUTION, EXCHANGE AND
             REGISTRATION OF TRANSFER OF SECURITIES

SECTION 2.01.  Authentication, Delivery and Dating              6
SECTION 2.02.  Forms Generally                                  7
SECTION 2.03.  Amount; Terms of Series                          9
SECTION 2.04.  Execution                                       11
SECTION 2.05.  Exchange, Registration and Registration of
               Transfer                                        11
SECTION 2.06.  Temporary Securities                            13
SECTION 2.07.  Mutilated, Destroyed, Lost and Stolen
               Securities                                      13
SECTION 2.08.  Cancellation of Surrendered Securities;
               Destruction Thereof                             14
SECTION 2.09.  Extension of Interest Payment Period            14

                         ARTICLE THREE

           REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 3.01.  Applicability of Right of Redemption            15
SECTION 3.02.  Election to Redeem; Notice of Redemption;
               Partial Redemption                              15
SECTION 3.03.  Payment of Securities Called for Redemption     16
SECTION 3.04.  Applicability of Sinking Fund                   16
SECTION 3.05.  Satisfaction of Mandatory Sinking Fund
               Payments with Securities                        17
SECTION 3.06.  Redemption of Securities for Sinking Funds      17

                          ARTICLE FOUR

               PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01.  Payment of Principal, Premium, if any, and
               Interest                                        18
SECTION 4.02.  Office or Agency for Certain Purposes           18
SECTION 4.03.  Maintenance of Corporate Existence              18
SECTION 4.04.  Appointments to Fill Vacancies in Trustee's
               Office                                          18
SECTION 4.05.  Provisions as to Paying Agent                   18
SECTION 4.06.  Annual Officers' Certificate to Trustee         19
SECTION 4.07.  Reports to Be Furnished Securityholders         20
SECTION 4.08.  Further Assurances                              20

                          ARTICLE FIVE

   SECURITYHOLDERS' LISTS, COMMUNICATIONS TO SECURITYHOLDERS,
           AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01.  Company to Furnish Trustee Information
               as to Names and Addresses of Securityholders    20
SECTION 5.02.  Preservation of Information;
               Communications to Securityholders               20

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SECTION 5.03.  Reports by Company                              21
SECTION 5.04.  Reports by Trustee                              21

                           ARTICLE SIX

                   REMEDIES OF THE TRUSTEE AND
               SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 6.01.  Events of Default Defined; Acceleration
               of Maturity; Waiver of Default                  21
SECTION 6.02.  Collection of Indebtedness by Trustee;
               Trustee May Prove Debt                          23
SECTION 6.03.  Application of Proceeds                         25
SECTION 6.04.  Limitations on Suits by Securityholders         25
SECTION 6.05.  Powers and Remedies Cumulative; Delay or
               Omission Not Waiver                             26
SECTION 6.06.  Control by Securityholders; Waiver of Default   26
SECTION 6.07.  Trustee to Give Notice of Defaults Known to
               It, but May Withhold in Certain Circumstances   26
SECTION 6.08.  Right of Court to Require Filing of
               Undertaking to Pay Costs                        27

                          ARTICLE SEVEN

                     CONCERNING THE TRUSTEE

SECTION 7.01.  Duties and Responsibilities of Trustee          27
SECTION 7.02.  Certain Rights of Trustee                       28
SECTION 7.03.  Trustee Not Responsible for Recitals, etc.      30
SECTION 7.04.  Trustee and Others May Hold Securities          30
SECTION 7.05.  Moneys Held by Trustee or Paying Agent          30
SECTION 7.06.  Compensation of Trustee and Its Lien            30
SECTION 7.07.  Disqualification; Conflicting Interests         31
SECTION 7.08.  Persons Eligible for Appointment as Trustee     31
SECTION 7.09.  Resignation and Removal of Trustee;
               Appointment of Successor                        31
SECTION 7.10.  Acceptance of Appointment by Successor Trustee  32
SECTION 7.11.  Merger, Conversion or Consolidation of Trustee  33
SECTION 7.12.  Preferential Collection of Claims Against
               Company                                         33

                          ARTICLE EIGHT

                 CONCERNING THE SECURITYHOLDERS

SECTION 8.01.  Evidence of Action Taken by Securityholders     34
SECTION 8.02.  Proof of Execution of Instruments and of
               Holding of Securities                           34
SECTION 8.03   Registered Holders of Securities May Be
               Treated As Owners                               35
SECTION 8.04.  Securities Owned by Company Deemed Not
               Outstanding                                     35
SECTION 8.05.  Right of Revocation of Action Taken             35

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                          ARTICLE NINE

                    SECURITYHOLDERS' MEETINGS

SECTION 9.01.  Purposes for Which Securityholders' Meetings
               May Be Called                                   36
SECTION 9.02.  Call of Meetings by Trustee                     36
SECTION 9.03.  Company and Securityholders May Call Meeting    36
SECTION 9.04.  Persons Entitled to Vote at Meeting             37
SECTION 9.05.  Determination of Voting Rights; Conduct and
               Adjournment of Meeting                          37
SECTION 9.06.  Counting Vote and Recording Action of Meeting   38

                           ARTICLE TEN

                     SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures Without Consent of
               Securityholders                                 38
SECTION 10.02. Supplemental Indentures With Consent of
               Securityholders                                 39
SECTION 10.03. Effect of Supplemental Indentures               40
SECTION 10.04. Notation on Securities in Respect of
               Supplemental Indentures                         40
SECTION 10.05. Opinion of Counsel to Be Given Trustee          41

                         ARTICLE ELEVEN

                 CONSOLIDATION, MERGER AND SALE

SECTION 11.01. Company May Consolidate or Merge, etc.          41
SECTION 11.02. Conditions to Consolidation or Merger, etc.     41
SECTION 11.03. Documents and Opinion to Be Furnished to the
               Trustee                                         42

                         ARTICLE TWELVE

            SATISFACTION AND DISCHARGE OF INDENTURE;
                  DEFEASANCE; UNCLAIMED MONEYS

SECTION 12.01. Satisfaction and Discharge of Indenture         43
SECTION 12.02. Defeasance                                      43
SECTION 12.03. Application by Trustee of Funds Deposited
               for Payment of Securities                       43
SECTION 12.04. Repayment of Moneys Held by Paying Agent        44
SECTION 12.05. Return of Unclaimed Moneys                      44

                        ARTICLE THIRTEEN

            IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                     OFFICERS AND DIRECTORS

SECTION 13.01. Personal Immunity from Liability of
               Incorporators, Stockholders, etc.               44

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                        ARTICLE FOURTEEN

                          SUBORDINATION

SECTION 14.01. Securities Subordinated to Senior
               Indebtedness                                    44
SECTION 14.02. Events of Subordination                         45
SECTION 14.03. Subrogation                                     46
SECTION 14.04. Obligation of Company Unconditional             46
SECTION 14.05. Payments on Subordinated Securities Permitted   47
SECTION 14.06. Effectuation of Subordination by Trustee        47
SECTION 14.07. Knowledge of Trustee                            47
SECTION 14.08. Trustee's Relation to Senior Indebtedness       48
SECTION 14.09. Rights of Holders of Senior Indebtedness Not
               Impaired                                        48

                         ARTICLE FIFTEEN

                    MISCELLANEOUS PROVISIONS

SECTION 15.01. Successors                                      48
SECTION 15.02. Benefits of Indenture Restricted to Parties
               and Securityholders                             48
SECTION 15.03. Payments Due on Sundays and Holidays            49
SECTION 15.04. Notices and Demands on Company and Trustee      49
SECTION 15.05. Law of New York to Govern                       49
SECTION 15.06. Officers' Certificates and Opinions of
               Counsel; Statements to Be Contained Therein     49
SECTION 15.07. Conflict of any Provision of Indenture with
               Trust Indenture Act of 1939                     50
SECTION 15.08. Counterparts                                    50
SECTION 15.09. Severability                                    50


TESTIMONIUM                                                    51
SIGNATURES AND SEALS                                           51
ACKNOWLEDGMENTS                                                52

<PAGE>

                               -1-

          THIS INDENTURE, dated as of March 1, 2002, between
KANSAS CITY POWER & LIGHT COMPANY, a corporation organized and
existing under the laws of the State of Missouri (herein called
the "Company"), and The Bank of New York, a banking corporation
organized and existing under the laws of the State of New York
(herein called the "Trustee"):

          WHEREAS, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance in one
or more series from time to time of its debentures, notes or
other evidences of indebtedness (hereinafter called the
"Securities") and to provide the general terms and conditions
upon which the Securities are to be authenticated, issued and
delivered;

          WHEREAS, the Trustee has power to enter into this
Indenture and to accept and execute the trusts herein created;
and

          WHEREAS, the Company represents that all acts and
things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee as in this
Indenture provided, and duly issued by the Company, the valid,
binding and legal obligations of the Company will, at the time of
such execution, authentication and delivery, have been done and
performed; that all acts and things necessary to constitute these
presents a valid indenture and agreement according to its terms
have been done and performed; that the execution of this
Indenture by the Company has in all respects been duly
authorized; and that the issue hereunder of the Securities will,
at the time of the issue thereof, have in all respects been duly
authorized; and the Company, in the exercise of each and every
legal right and power in it vested, executes this Indenture and
proposes to make, execute, issue and deliver the Securities;

          NOW, THEREFORE:

          In consideration of the premises, of the purchase and
acceptance of the Securities by the holders thereof and of the
sum of $1 duly paid by the Trustee at the execution of these
presents, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective holders from time to time
of the Securities or of any series thereof, as follows:


                           ARTICLE ONE

                           DEFINITIONS

          SECTION 1.01.     Certain Terms Defined.   The
following terms (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section.  All other terms
used in this Indenture which are defined (either directly or by
reference) in the Trust Indenture Act (except as herein otherwise
expressly provided or unless the context otherwise requires)
shall have the meanings so assigned to such terms.

Affiliate:

          The term "Affiliate" of the Company shall mean any
company that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the Company.

<PAGE>

                               -2-

Board of Directors:

          The term "Board of Directors" shall mean the Board of
Directors of the Company or any duly authorized committee of such
Board.

Board Resolution:

          The term "Board Resolution" means a copy of a
resolution or resolutions 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:

          The term "Business Day" means, with respect to any
series of Securities, any day other than (i) a Saturday or Sunday
or (ii) a day on which banking institutions in the Borough of
Manhattan, the City of New York and the State of New York or the
State of Missouri, are authorized or obligated by law or
executive order to close.

Company:

          The term "Company" shall mean the person named as the
Company in the first paragraph of this instrument until a
successor corporation shall have become such pursuant to Article
Eleven of this Indenture, and thereafter "Company" shall mean
such successor corporation.

Company Order:

          The term "Company Order" shall mean the written order,
request or instruction of the Company signed on behalf of the
Company by its Chairman of the Board, Vice Chairman, President or
a Vice President and by its Treasurer or an Assistant Treasurer
or its Secretary or an Assistant Secretary.

Corporation:

          The term "corporation" shall mean any corporation,
voluntary association, joint stock company, business trust or
other similar organization.

Depositary:

          The term "Depositary" shall mean, 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 by the Company pursuant to Section 2.03
until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one
such person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the
Securities of that series.

<PAGE>

                               -3-

Event of Default:

          The term "Event of Default" shall mean any event
specified in Section 6.01, continued for the period of time, if
any, and after the giving of the notice, if any, therein
designated.

Global Security:

          The term "Global Security" shall mean a Security
evidencing all or part of a series of Securities issued to a
Depositary for such series in accordance with Section 2.01.

Indenture:

          The term "Indenture" shall mean this instrument as
originally executed or as it may from time to time be
supplemented and amended by one or more indentures supplemental
hereto pursuant to Article Ten hereof and shall include the form
and terms of particular series of Securities established as
contemplated in Section 2.03.

Interest:

          The term "interest", when used with respect to an
Original Issue Discount Security which by its terms bears
interest only after maturity, shall mean interest payable after
maturity, at the rate prescribed in such Original Issue Discount
Security.

Interest Payment Date:

          The term "interest payment date" when used with respect
to any Security or any installment of interest thereon shall mean
the date specified in such Security as the fixed date on which
such installment of interest is due and payable.

Officers' Certificate:

          The term "Officers' Certificate" shall mean a
certificate signed by the Chairman of the Board, Vice Chairman,
President or any Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of
the Company.

Opinion of Counsel:

          The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of or of
counsel to the Company.

Original Issue Discount Security:

          The term "Original Issue Discount Security" shall mean
any Security that provides for an amount less than the principal
thereof to be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.

<PAGE>

                               -4-

Outstanding:

          The term "outstanding", when used with reference to
Securities, shall, subject to the provisions of Section 8.04,
mean, as of any particular time, all Securities theretofore
authenticated and delivered by the Trustee under this Indenture,
except:

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

          (b)  Securities or portions thereof for the payment or
     redemption of which moneys, or as provided in Section 12.02
     hereof, direct obligations of the United States of America,
     in the necessary amount shall have been deposited in trust
     with the Trustee or with any paying agent (other than the
     Company) or shall have been set aside and segregated in
     trust by the Company (if the Company shall act as its own
     paying agent), provided that if such Securities are to be
     redeemed prior to the maturity thereof, notice of such
     redemption shall have been given as in Article Three
     provided, or provision satisfactory to the Trustee shall
     have been made for giving such notice); and

          (c)  Securities which have been paid pursuant to
     Section 2.07 or in exchange for or in lieu of which other
     Securities shall have been authenticated and delivered
     pursuant to Section 2.07;

provided, however, that in determining whether the holders of the
requisite principal amount of Outstanding Securities have taken
any action, given any request, demand, authorization, direction,
notice, consent or waiver hereunder or whether a quorum is
present at a meeting of Securityholders, 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
6.01.

Person:

          The term "person" shall mean an individual, a
corporation, a partnership, a trust, an unincorporated
organization or a government or any agency or political
subdivision thereof.

Principal Office of the Company:

          The term "principal office of the Company" shall mean
the principal office of the Company as shall be specified from
time to time in a Company Order delivered to the Trustee.  Any
such Company Order may specify a principal office of the Company
for one or more purposes under this Indenture and such Company
Order or one or more other Company Orders may specify one or more
other principal offices of the Company for one or more other
purposes under this Indenture.

Qualifying Generation Facilities:

          The term "Qualifying Generation Facilities" shall mean
real and personal property of the Company used by the Company for
the generation of electric energy, but not real and personal
property used for the transmission or distribution of electric
energy, and shall include,


<PAGE>
                               -5-

without limitation, the assets included on the Company's
financial statements comprising the electric generating
facilities listed under Item 2 "Properties - Generation
Resources" (or equivalent section contained therein) in the
Company's most current Annual Report on Form 10-K (the "Form 10-
K") and any similar facilities for the generation of electric
energy acquired by the Company subsequent to the filing of the
Form 10-K.

Record Date:

          The term "record date" shall mean, with respect to any
interest payable on any Security on any interest payment date,
the close of business on the date specified in such Security or,
in the case of defaulted interest, the close of business on any
subsequent record date established as provided in Section 2.02
(in each case whether or not such day is a Business Day).

Registered Holder:

          The term "registered holder", "Securityholder",
"holder" or other similar term shall mean the person or persons
in whose name or names a particular Security shall be registered
upon the Security Register.

Responsible Officer:

          The term "Responsible Officer", when used with respect
to the Trustee, shall mean any officer within the corporate trust
department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular
subject.

Securityholder:

          The term "Securityholder" shall have the meaning
specified under the term "registered holder".

Security Register:

          The term "Security Register" shall have the meaning
specified in Section 2.05.

Successor:

          The term "Successor" shall have the meaning specified
in Section 11.02.

Trustee:

          The term "Trustee" shall mean the person named as
Trustee in the first paragraph of this instrument and, subject to
the provisions of Article Seven of this Indenture, shall also
include its successors and assigns, and if at any time there is
more than one trustee, "Trustee" as used with respect to the
Securities of any series shall mean the trustee with respect to
Securities of that series.

<PAGE>

                               -6-

Trust Indenture Act:

          The term "Trust Indenture Act" shall mean the Trust
Indenture Act of 1939 as in force at the date as of which this
instrument was executed, except as provided in Section 10.02;
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:

          The term "Vice President", when used with respect to
the Company, shall mean any Vice President, any Senior Vice
President, any Executive Vice President and any Senior Executive
Vice President of the Company.


                           ARTICLE TWO

           ISSUE, DESCRIPTION, EXECUTION, EXCHANGE AND
             REGISTRATION OF TRANSFER OF SECURITIES


          SECTION 2.01.     Authentication, Delivery and Dating.
At any time and from time to time after the execution and
delivery of this instrument, the Company may deliver Securities
of any series executed by the Company to the Trustee for
authentication.  The Trustee shall thereupon authenticate and
deliver such Securities upon receipt of, and pursuant to, a
Company Order, without any further action by the Company.  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 7.01) shall be fully protected in relying
upon:

          (a)  a Board Resolution relating thereto and, if
     applicable, an appropriate record of any action taken
     pursuant to such resolution, certified by the Secretary or
     an Assistant Secretary of the Company;

          (b)  an executed supplemental indenture, if any;

          (c)  an Officers' Certificate, dated the date such
     Officers' Certificate is delivered to the Trustee, prepared
     in accordance with Section 15.06; and

          (d)  an Opinion of Counsel prepared in accordance with
     Section 15.06, which shall also state:

               (1)  that the form and terms of such Securities
          have been established by or pursuant to one or more
          Board Resolutions, by a supplemental indenture as
          permitted by Section 10.01(e), or by both such
          resolution or resolutions and such supplemental
          indenture, in conformity with the provisions of this
          Indenture;

<PAGE>

                               -7-

               (2)  that the supplemental indenture, if any, when
          executed and delivered by the Company and the Trustee,
          will constitute a valid and legally binding obligation
          of the Company; and

               (3)  that such Securities, when authenticated and
          delivered by the Trustee and issued by the Company in
          the manner and subject to any conditions specified in
          such Opinion of Counsel, will constitute valid and
          legally binding obligations of the Company, enforceable
          in accordance with their terms, subject, as to
          enforcement, to bankruptcy, insolvency, reorganization
          and other laws of general applicability relating to or
          affecting the enforcement of creditors' rights and to
          general equity principles.

          The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section 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.

          If the Company shall establish pursuant to Section 2.03
that the Securities of a series are to be issued in whole or in
part in the form of one or more Global Securities, then the
Company shall execute and the Trustee upon receipt of, and
pursuant to, a Company Order, shall, in accordance with this
Section, authenticate and deliver one or more Global Securities
that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Global Securities or the
nominee of such Depositary, and (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's
instruction.

          Each Depositary designated pursuant to Section 2.03 for
a Global Security must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
and any other applicable statute or regulation.

          Each Security shall be dated the date of its
authentication.

          Notwithstanding the provisions of this Section and
Section 2.03, 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 2.03 or the Company Order, Board Resolution, Officers'
Certificate and Opinion of Counsel otherwise required pursuant to
this Section 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.  After any such first
delivery, any separate written request by the Company that the
Trustee authenticate Securities of such series for original issue
will be deemed to be a certificate by the Company that all
conditions precedent provided for in this Indenture relating to
the authentication and delivery of such Securities continue to
have been compiled with.

          SECTION 2.02.     Forms Generally.   The Securities of
each series shall be issuable in registered form without coupons
and shall be in substantially the form as shall be established by
or pursuant to one or more Board Resolutions or in one or more
indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and

<PAGE>

                               -8-

other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the
Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Securities may be listed, or to conform to usage.  The
Securities shall be issued, except as otherwise provided with
respect to any series of Securities pursuant to Section 2.03, in
the denomination of $1,000 and any larger denomination which is
an integral multiple of $1,000 approved by the Company, such
approval to be evidenced by the execution thereof.

          The person in whose name any Security is registered at
the close of business on any record date with respect to any
interest payment date shall be entitled to receive the interest
payable on such interest payment date, notwithstanding the
cancellation of such Security upon any transfer or exchange
subsequent to such record date and prior to such interest payment
date, unless such Security is redeemed on a date fixed for
redemption after such record date and prior to such interest
payment date; provided, however, that if and to the extent the
Company shall fail to pay on any interest payment date the
interest due on such date, such defaulted interest shall be paid
to the persons in whose names outstanding Securities are
registered at the close of business on the tenth day preceding
the date of payment of such defaulted interest or, at the
election of the Company, to the persons in whose names
outstanding Securities are registered on a subsequent record date
established by notice given by mail by or on behalf of the
Company to the holders of such Securities not less than 10 days
preceding such subsequent record date, which subsequent record
date shall precede by at least 10 days the date of payment of
such defaulted interest.  Such notice shall be given to the
persons in whose names such outstanding Securities are registered
at the close of business on the fifth Business Day next preceding
the date of the mailing of such notice.

          Except as otherwise provided with respect to any series
of Securities pursuant to Section 2.03, interest on the
Securities of each series shall be computed on the basis of a 360-
day year consisting of twelve 30-day months.

          The definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these
methods on a steel engraved border or 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.

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

               This is one of the Securities of the series
          designated herein issued under the Indenture described
          herein.


                           THE BANK OF NEW YORK,
                                as Trustee


 <PAGE>

                               -9-

                           By ________________________
                                Authorized Signatory

                           Dated _____________________

          SECTION 2.03.     Amount; Terms of Series.   The
aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is not limited.

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

          (a)  the title of the Securities of the series (which
     shall distinguish the Securities of the series from the
     Securities of all other series, except to the extent that
     additional Securities of an existing series are being
     issued);

          (b)  any limit upon the aggregate principal amount of
     the Securities of the series which may be outstanding under
     this Indenture (except as otherwise provided in Sections
     2.05, 2.06 and 2.07);

          (c)  the date or dates on which the principal of and
     premium, if any, on the Securities of the series is payable;

          (d)  the rate or rates at which the Securities of the
     series shall bear interest, if any, or the method by which
     such rate or rates shall be determined, the date or dates
     from which such interest shall accrue, or the method by
     which such date or dates shall be determined, the interest
     payment dates on which any such interest shall be payable
     and the record dates for the determination of holders to
     whom interest of any interest payment date is payable, the
     basis of computation of interest (if other than as provided
     in Section 2.02), and the right, if any, to extend or
     advance the maturity of the Securities and the conditions to
     such extension or advancement;

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

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

          (g)  the price or prices at which, the period or
     periods within 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;

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

<PAGE>

                              -10-

          (i)  whether the Securities of the series shall be
     issued in whole or in part in the form of one or more Global
     Securities and, in such case, the Depositary for such Global
     Security or Global Securities;

          (j)  if other than the principal amount thereof, the
     portion of the principal amount of any Securities which
     shall be payable upon declaration of acceleration of
     maturity thereof pursuant to Section 6.01;

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

          (l)  if the provisions of Section 12.02 are to apply to
     the Securities of the series, a statement indicating the
     same;

          (m)  if the provisions of Section 2.09 are to apply to
     the Securities of the series, the terms upon which the
     Company may elect to defer the payment of interest on an
     interest payment date;

          (n)  if the provisions of Article Fourteen are to apply
     to the Securities of the series, a statement indicating the
     same;

          (o)  if the Securities of such series are to be
     deposited as trust assets in a trust, the name of the
     applicable trust into which the Securities of such series
     are to be deposited;

          (p)  any exchangeability, conversion, prepayment or
     tender provisions (whether at the option of the Company or a
     holder of Securities) of the Securities, including
     exchangeability, conversion, prepayment or tender date or
     dates of such series, if any, and the price or prices and
     other terms and conditions applicable to the exchange,
     conversion, prepayment or tender (including any premium);

          (q)  any restriction or condition on the
     transferability of a series of Securities;

          (r)  the terms and conditions, if any, pursuant to
     which the Securities of the series are to be secured; and

          (s)  any other terms of the Securities of the series,
     including additional covenants of the Company and specific
     modifications, additions or deletions in the Events of
     Default applicable to the series from those set forth in
     Section 6.01 (which terms shall not be inconsistent with the
     provisions of this Indenture or adversely affect the rights
     of the holders of any other series of Securities then
     outstanding).

          All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided by or pursuant to any such Board Resolution, and set
forth in such Officers' Certificate, or in any such indenture
supplemental hereto.

<PAGE>

                              -11-

          SECTION 2.04.     Execution.   The Securities shall be
signed on behalf of the Company by the Chairman or President or
any Vice President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Company, under
its corporate seal.  Such signatures may be manual or facsimile
signatures of the present or any future such authorized officers
and may be imprinted or otherwise reproduced on the Securities.
The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced
on the Securities.

          Only such Securities as shall bear thereon a
certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee, shall be entitled
to the benefits of this Indenture or be valid or obligatory for
any purpose.  Such certificate by the Trustee upon any Security
executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and
delivered hereunder.

          In case any officer of the Company who shall have
signed any of the Securities either manually or by facsimile
signature shall cease to be such officer before the Securities so
signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on
behalf of the Company by such person as, at the actual date of
the execution of such Security, shall be the proper officers of
the Company, although at the date of the execution of this
Indenture any such person was not such officer.

          SECTION 2.05.     Exchange, Registration and
Registration of Transfer.  The Company shall keep, at the office
or agency to be maintained by the Company in accordance with
Section 4.02, a register or registers (herein sometimes referred
to collectively as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company
shall provide for the registration of each series of the
Securities and for the registration of transfers of Securities of
each series as in this Article provided.  The Security Register
shall be in written form or convertible into written form without
unreasonable delay, and shall be open for inspection by the
Trustee at all reasonable times.  Subject to the provisions of
the last paragraph of this Section 2.05, upon surrender for
registration of transfer of any Security of any series at the
office or agency maintained in accordance with Section 4.02, the
Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series and of like tenor,
or any authorized denominations and of a like aggregate principal
amount and maturity.

          At the option of the holder thereof, Securities of any
series (except a Global Security) may be exchanged for other
Securities of the same series and of like tenor, of any
authorized denominations and of a like aggregate principal amount
and maturity, upon surrender of the Securities to be exchanged at
the office or agency maintained in accordance with Section 4.02.
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.

          Notwithstanding any other provision of this Section,
unless and until it is exchanged in whole or in part for
Securities in definitive form, a Global Security representing all
or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to

<PAGE>

                              -12-

such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for
such series or a nominee of such successor Depositary.

          If at any time the Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series or if at
any time the Depositary for the Securities of such series shall
no longer be eligible under Section 2.01, the Company shall
appoint a successor Depositary with respect to the Securities of
such series.  If a successor Depositary for the Securities of
such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 2.03(i)
shall no longer be effective with respect to the Securities of
such series and the Company will execute, and the Trustee, upon
receipt of, and pursuant to a Company Order will authenticate and
deliver Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the
Global Security or Global Securities representing such series in
exchange for such Global Security or Global Securities.

          The Company may at any time in its sole discretion
determine that the Securities of any series issued in the form of
one or more Global Securities shall no longer be represented by
such Global Security or Global Securities.  In such event the
Company will execute, and the Trustee, upon receipt of, and
pursuant to, a Company Order will authenticate and deliver
Securities of such series in definitive form and in aggregate
principal amount equal to the principal amount of the Global
Security or Global Securities representing such series in
exchange for such Global Security or Global Securities.

          If specified by the Company pursuant to Section 2.03
with respect to a series of Securities, the Depositary for such
series of Securities may surrender a Global Security for such
series of Securities in exchange in whole or in part for
Securities of such series in definitive form on such terms as are
acceptable to the Company and such Depositary.  Thereupon, the
Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

               (i)  to each person specified by such
          Depositary a new Security or Securities of the
          same series, in definitive form, of any authorized
          denomination as requested by such person in
          aggregate principal amount equal to and in
          exchange for such person's beneficial interest in
          the Global Security; and

               (ii) to such Depositary a new Global Security
          in a denomination equal to the difference, if any,
          between the principal amount of the surrendered
          Global Security and the aggregate principal amount
          of Securities delivered to holders thereof
          pursuant to the immediately preceding clause (i)
          of this Section.

          Upon exchange of a Global Security for Securities in
definitive form, such Global Security shall be cancelled by the
Trustee.  Securities issued in exchange for a Global Security
pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global
Security shall instruct the Trustee.  The Trustee shall deliver
such Securities to the persons in whose names such Securities are
so registered.

<PAGE>

                              -13-

          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 or transfer or exchange.

          All Securities presented or surrendered for
registration of transfer, exchange or payment shall (if so
required by the Company or the Trustee) be duly endorsed by, or
be accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Company and the Trustee,
duly executed by the registered holder or by his attorney duly
authorized in writing.

          No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.

          The Company shall not be required (a) to issue,
register the transfer of or exchange Securities of any series for
a period of 15 days next preceding any selection of Securities of
such series to be redeemed, or (b) to register the transfer of or
exchange any Security or portion thereof called or selected for
redemption.

          SECTION 2.06.     Temporary Securities.  Pending the
preparation of definitive Securities of any series, the Company
may execute and the Trustee shall authenticate and deliver
temporary Securities of such series (printed, lithographed or
typewritten) of any authorized denomination, and substantially in
the form of the definitive Securities of such series, but with
such omission, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the
Company.  Temporary Securities may be issued without a recital of
specific redemption prices and may contain such reference to any
provisions of this Indenture as may be appropriate.  Every
temporary Security shall be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with
like effect, as the definitive Securities of such series.
Without unnecessary delay the Company will execute and will
furnish definitive Securities of each series and thereupon any or
all temporary Securities of such series may be surrendered in
exchange therefor, at the principal office of the Company, and,
subject to Section 2.05 hereof, the Company shall execute and the
Trustee shall authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of
definitive Securities of such series of authorized denominations.
Until so exchanged, the temporary Securities shall be entitled to
the same benefits under this Indenture, and shall be subject to
the same provisions hereof (except as provided in this Section),
as definitive Securities of such series authenticated and
delivered hereunder.

          SECTION 2.07.     Mutilated, Destroyed, Lost and Stolen
Securities.  In case any temporary or definitive Security shall
become mutilated or be destroyed, lost or stolen, the Company in
the case of a mutilated Security shall, and in the case of a
destroyed, lost or stolen Security in its discretion may,
execute, and upon the Company's request the Trustee shall
authenticate and deliver, a new Security of the same series and
bearing a number not contemporaneously outstanding, in exchange
and in substitution for the mutilated Security, or in lieu of and
in substitution for the Security so destroyed, lost or stolen.
The applicant for a substitute Security shall first furnish to
the Company and to the Trustee such security or indemnity as may
be required by them to save each of them harmless, and, in every
case of destruction, loss or theft, the applicant shall also
first furnish to the Company and to the Trustee

<PAGE>

                              -14-

evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.  The Trustee may
authenticate any such substitute Security and deliver the same
upon the written request or authorization of the Company.  Upon
the issue of any substitute Security, 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 connected therewith.  If any Security that has
become, or is about to become, due and payable is mutilated, or
is destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may
require to save each of them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the destruction, loss or theft of such
Security and of the ownership thereof.

          Every substitute Security issued pursuant to this
Section shall constitute an additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen
Security shall be found at any time, and shall be entitled to all
the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued
hereunder.  All Securities shall be held and owned upon the
express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities, and shall preclude any and
all other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.

          SECTION 2.08.     Cancellation of Surrendered
Securities; Destruction Thereof.  All Securities surrendered for
the purpose of payment, redemption, exchange or registration of
transfer or for credit against any sinking fund payment, shall,
if surrendered to the Company or any paying agent, promptly be
delivered to the Trustee for cancellation, or, if surrendered to
the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of
the provisions of this Indenture.  Upon the request of the
Company, the Trustee shall deliver to the Company cancelled
Securities held by the Trustee, or, in the absence of such
request, the Trustee may destroy the same and deliver a
certificate of such destruction to the Company.  If the Company
shall acquire any of the Securities, however, such acquisition
shall not operate as a satisfaction of the indebtedness
represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

          SECTION 2.09.     Extension of Interest Payment Period.
With respect to Securities of any series as to which, pursuant to
Section 2.03(m), it has been established that this Section 2.09
applies, subject to such terms as may be established pursuant to
Section 2.03(m), the Company may at any time and from time to
time, so long as no Event of Default shall have occurred and be
continuing with respect to the Securities of any series
hereunder, elect to extend interest payment periods or defer the
payment of interest on an interest payment date, and such
election shall not be an Event of Default with respect to the
Securities of any series.

<PAGE>

                              -15-

                         ARTICLE THREE

           REDEMPTION OF SECURITIES AND SINKING FUNDS


          SECTION 3.01.     Applicability of Right of Redemption.
Redemption of Securities (other than pursuant to a sinking fund
or analogous provision) permitted by the terms of any series of
Securities shall be made in accordance with such terms and
Sections 3.02 and 3.03; provided, however, that if any such terms
of a series of Securities shall conflict with any provision of
this Article, the terms of such series shall govern.

          SECTION 3.02.     Election to Redeem; Notice of
Redemption; Partial Redemption.  The election of the Company to
redeem any Securities of any series shall be authorized by a
Board Resolution and evidenced by an Officers' Certificate.  In
case the Company shall desire to exercise such right to redeem
all, or, as the case may be, any part of the Securities of any
series in accordance with the right reserved so to do, it shall
give notice of such redemption to holders of the Securities to be
redeemed as hereinafter in this Section provided.

          Notice of redemption to the holders of Securities to be
redeemed as a whole or in part shall be given by mailing of a
notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the registered holders
of Securities to be redeemed in whole or in part at their last
addresses as they shall appear upon the Security Register.  Such
mailing shall be by first-class mail postage prepaid.  The notice
if mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered
holder receives the notice.  In any case, the failure to give
such notice by mail, or any defect in such notice, to the
registered holder of any Security designated for redemption in
whole or in part shall not affect the validity of the proceedings
for redemption of any other Security.

          Each such notice of redemption shall specify the date
fixed for redemption and the price at which Securities are to be
redeemed, shall state that the conditions precedent to such
redemption, if any, have occurred and describe the same, and
shall state that payment of the redemption price of the
Securities to be redeemed, together with accrued interest thereon
to the date fixed for redemption (except that if such redemption
date is an interest payment date, the interest due on such date
with respect to a particular Security shall be payable to the
holder of such Security on the record date for such interest
payment date), will be made at the office or agency to be
maintained by the Company in accordance with Section 4.02 upon
presentation and surrender of such Securities and that from and
after said date interest thereon will cease to accrue.  If less
than all the Securities of a series are to be redeemed, the
notice to each registered holder of Securities to be redeemed
shall identify such registered holder's Securities to be redeemed
as a whole or in part.  In case any Security is to be redeemed in
part only, the notice which relates to such Securities shall
state the portion of the principal amount to be redeemed, and
that on and after the redemption date, upon surrender or such
Security, a new Security or Securities of the same series in
principal amount equal to the unredeemed portion thereof will be
issued.

          To the extent that the Securities of any series have
different terms, the Company shall designate the Securities to be
redeemed if less than all of the series is to be redeemed.  If
less than all the Securities of a series having the same terms
are to be redeemed, the Company shall give the Trustee, not less
than 45 days (or such lesser number of days as the Trustee shall

<PAGE>

                              -16-

approve) prior to the date fixed by the Company for the
redemption of Securities, written notice of the aggregate amount
of the Securities to be redeemed, and thereupon the Trustee shall
select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Securities of such series or portions
(equal to the minimum authorized denomination for Securities of
that series or any integral multiple thereof) thereof to be
redeemed, and shall thereafter promptly notify the Company and
any paying agent in writing of the Securities of such series of
portions thereof to be redeemed.

          Any notice of redemption to be mailed by the Company
pursuant to this Section shall be prepared by the Company and
mailed, at the Company's direction, by the Trustee in the name
and at the expense of the Company.

          SECTION 3.03.     Payment of Securities Called for
Redemption.  If notice of redemption shall have been given in the
manner provided in Section 3.02, the Securities or portions of
Securities specified in such notice shall become due and payable
on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued
thereon to the date fixed for redemption (except that if such
redemption date is an interest payment date the interest due on
such date shall be payable to the holder of such Security on the
record date for such interest payment date), and on and after
such date of redemption (unless the Company shall default in the
payment of such Securities or portions thereof at the redemption
price, together with interest accrued thereon to the date fixed
for redemption) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and
such Securities and portions of Securities shall be deemed not to
be outstanding hereunder and shall not be entitled to any benefit
under this Indenture except to receive payment of the redemption
price, together with accrued interest thereon to the date fixed
for redemption.  On presentation and surrender of such Securities
on or after said date at said place of payment in said notice
specified, the said Securities or specified portions thereof
shall be paid and redeemed by the Company at the applicable
redemption price, together (subject to the right of the holder on
the record date if such redemption date is an interest payment
date) with interest accrued thereon to the date fixed for
redemption.

          Upon presentation and surrender of any Security which
is to be redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the holder thereof, at
the expense of the Company, a new Security or Securities of the
same series of authorized denominations in principal amount equal
to the unredeemed portion of the Security so surrendered.

          SECTION 3.04.     Applicability of Sinking Fund.
Redemption of Securities permitted or required pursuant to a
sinking fund for the retirement of Securities of a series by the
terms of such series of Securities shall be made in accordance
with such terms of such series of Securities and this Article;
provided, however, that if any such terms of a series of
Securities shall conflict with any provision of this Article, the
terms of such series shall govern.

          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 the by 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 mandatory
sinking fund payment may be subject to reduction as provided in
Section 3.05.

<PAGE>
                              -17-

          SECTION 3.05.     Satisfaction of Mandatory Sinking
Fund Payments with Securities.  Subject to Section 3.06, in lieu
of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company
may at its option (a) deliver to the Trustee Securities of that
series theretofore purchased or otherwise acquired by the
Company, or (b) receive credit for the principal amount of
Securities of that series which have been previously delivered to
the Trustee by the Company or 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; provided that such
Securities have not been previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Securities for redemption
through operation of the sinking fund and the cash amount of such
mandatory sinking fund payment shall be reduced accordingly.

          SECTION 3.06.     Redemption of Securities for Sinking
Funds.  Not less than 60 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to
the Trustee a Company Order 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 through delivery and/or crediting of
Securities of that series pursuant to Section 3.05 (which
Securities will, if not previously delivered, accompany such
Company Order) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with
respect to such series.  Such Company Order shall be irrevocable,
and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, prior to
such sinking fund payment date.  In the case of the failure of
the Company to deliver such Company Order, the sinking fund
payment due with respect to the next sinking fund payment date
for that series of Securities shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without
the option to deliver or credit Securities as provided in Section
3.05 and without the right to make any optional sinking fund
payment with respect to such series.

          Any sinking fund payment or payments (mandatory or
optional) made in cash, plus any unused balance of any preceding
sinking fund payments made in cash, which shall equal or exceed
$100,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular series shall be
applied by the Trustee, a paying agent or the Company, if it acts
as its own paying agent, on the sinking fund payment date next
following the date of such payment to the redemption of such
Securities at the redemption price specified in such Securities
for operation of the sinking fund, together with accrued interest
to the sinking fund payment date.  Any sinking fund moneys not so
applied or allocated to the redemption of Securities shall be
added to the next cash sinking fund payment received by the
Trustee, such paying agent or the Company for such series and,
together with such payment, shall be applied in accordance with
the provisions of this Section.  Any and all sinking fund moneys
with respect to the Securities of any particular series held by
the Trustee, such paying agent or the Company on the last sinking
fund payment date with respect to Securities of such series and
not held for the payment or redemption of particular Securities
shall be applied by the Trustee, such paying agent or the
Company, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of principal
of such Securities at maturity.

<PAGE>

                              -18-

          Not more than 60 days and not less than 45 days prior
to each sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in
accordance with Section 3.02.  The Company shall cause notice of
the redemption thereof to be given not less than 30 nor more than
60 days prior to the sinking fund payment date in the manner
provided in Section 3.02, except that the notice of redemption
shall also state that the Securities of such series are being
redeemed by operation of the sinking fund and the sinking fund
payment date.  Such notice having been duly given, the redemption
of such Securities shall be made on the sinking fund payment date
upon the terms and in the manner stated in Section 3.03.


                          ARTICLE FOUR

              PARTICULAR COVENANTS OF THE COMPANY


          SECTION 4.01.     Payment of Principal, Premium, if
any, 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 premium,
if any, and interest, if any, on each of the Securities of that
series at the times and places and in the manner provided herein
and in the Securities of that series.

          SECTION 4.02.     Office or Agency for Certain
Purposes.  The Company will maintain an office or agency (or
offices or agencies) where the Securities may be presented for
registration of transfer and exchange as in this Indenture
provided, and where notices and demands to or upon the Company in
respect of the Securities or of this Indenture may be served and
where the Securities may be presented for payment.  The principal
office of the Company shall be such office or agency unless the
Company shall maintain some other office or agency for such
purposes and shall give the Trustee and the registered holders of
the Securities written notice of the location thereof.

          SECTION 4.03.     Maintenance of Corporate Existence.
The Company will preserve its corporate existence, but this
covenant shall not require the Company to continue its corporate
existence in the event of a consolidation or merger of the
Company in accordance with the provisions of Article Eleven
hereof as a result of which the Company shall lose its corporate
identity, or in the event of a sale or conveyance of the property
of the Company as an entirety or substantially as an entirety in
accordance with the provisions of said Article Eleven.

          SECTION 4.04.     Appointments to Fill Vacancies in
Trustee's Office.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.09, a Trustee, so that there shall
at all times be a Trustee hereunder.

          SECTION 4.05.     Provisions as to Paying Agent.  (a)
If the Company shall act as its own paying agent with respect to
any series of Securities, it will, on or before each due date of
the principal of or premium, if any, or interest, if any, on the
Securities of that series, set aside, segregate and hold in trust
for the benefit of the holders of such Securities or of the
Trustee, as the case may be, a sum sufficient to pay such
principal or premium, if any, or interest so becoming due and
will notify the Trustee of any failure to take such action and of
any failure by

<PAGE>

                              -19-

the Company (or by any other obligor on the Securities of that
series) to make any payment of the principal of or premium, if
any, or interest on the Securities of such series when the same
shall be due and payable.

          (b)  Whenever the Company shall have one or more paying
agents, other than the Company, for any series of Securities, it
will, on or before each due date of the principal of or premium,
if any, or interest, if any, on any Securities of that series,
deposit with a paying agent a sum sufficient to pay the principal
and premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the holders of such Securities,
and (unless such paying agent is the Trustee) the Company will
notify the Trustee of such action or the failure to take such
action.

          (c)  If the Company shall appoint a paying agent other
than the Trustee or the Company with respect to any series of
Securities, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to this Section that such agent
will:

               (1)  hold all sums held by it as such agent for
     the payment of the principal of or premium, if any, or
     interest on the Securities of such series (whether such sums
     have been paid to it by the Company or by any other obligor
     on the Securities of such series) in trust for the benefit
     of the holders of the Securities of such series or of the
     Trustee, as the case may be;

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

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

          (d)  Anything in this Section to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for
any other reason, pay or cause to be paid to the Trustee all sums
held in trust by it, or by any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee
upon the trusts herein contained.

          (e)  Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided
in this Section is subject to Sections 12.04 and 12.05.

          SECTION 4.06.     Annual Officers' Certificate to
Trustee.  The Company will deliver to the Trustee prior to
November 1 in each year, an Officers' Certificate stating that in
the course of the performance by the signers of their duties as
officers of the Company they would normally obtain knowledge of
any default by the Company in the performance of any covenants
contained in Sections 4.03 and 11.02, stating whether or not they
have obtained knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge
and the nature thereof.

<PAGE>

                              -20-

          SECTION 4.07.     Reports to Be Furnished
Securityholders.  The Company will transmit or cause to be
transmitted to the Securityholders, as soon as practicable after
the mailing of such material to its stockholders, copies of all
annual financial reports distributed to its stockholders
generally.  Reports pursuant to this Section shall be transmitted
by mail to all registered holders of Securities, as the names and
addresses of such holders appear upon the Security Register.

          SECTION 4.08.     Further Assurances.  From time to
time whenever reasonably demanded by the Trustee, the Company
will make, execute and deliver or cause to be made, executed and
delivered any and all such further and other instruments and
assurances as may be reasonably necessary or proper to carry out
the intention or facilitate the performance of the terms of this
Indenture.


                          ARTICLE FIVE

 SECURITYHOLDERS' LISTS, COMMUNICATIONS TO SECURITYHOLDERS, AND
             REPORTS BY THE COMPANY AND THE TRUSTEE


          SECTION 5.01.     Company to Furnish Trustee
Information as to Names and Addresses of Securityholders.  The
Company shall furnish or cause to be furnished to the Trustee:

          (a) on June 15 and December 15 in each year (beginning
with June 15, 2002), a list in such form as the Trustee may
reasonably require of the names and addresses of the holders of
each series of Securities as of a date not more than 15 days
prior to the time such list is furnished, and

          (b) at such other times as the Trustee may request in
writing within 30 days after receipt by the Company of any such
request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished, provided
that, if and so long as the Trustee is the sole Security
registrar, no such list need be furnished.

          SECTION 5.02.     Preservation of Information;
Communications to Securityholders.  (a)  The Trustee shall
preserve, in as current a form as is reasonably practicable, the
names and addresses of the holders of each series of Securities
received by it in the capacity of Security registrar and the
names and addresses of holders of each series of Securities
contained in the most recent list furnished to it under Section
5.01.  The Trustee may destroy any such list upon receipt of a
new list so furnished.

          (b)  The rights of Securityholders to communicate with
other Securityholders 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)  Each and 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 paying agent or
other agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and
addresses of the holders of Securities made pursuant to the Trust
Indenture Act, regardless of the source from which such
information

<PAGE>

                              -21-

was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made
pursuant to the Trust Indenture Act.

          SECTION 5.03.     Reports by Company.  The Company
shall file with the Trustee and the Securities and Exchange
Commission, and transmit to Securityholders, 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
said Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so required to be filed with
said Commission.  Delivery of any information, documents and
reports by the Company to the Trustee pursuant to the provisions
of this Section 5.03 is for informational purposes only and the
Trustee's receipt of same shall not constitute constructive
notice of any information contained therein or determinable from
information contained therein, including the Company's compliance
with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          SECTION 5.04.     Reports by Trustee.  (a) The Trustee
shall transmit to Securityholders 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.  If required by Section 313(a)
of the Trust Indenture Act, the Trustee shall, within sixty days
after each October 15 following the execution and delivery of
this instrument deliver to Securityholders a brief report, dated
as of such October 15, which complies with the provisions of such
Section 313(a).

          (b)  The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act in accordance with
Section 313(c) of the Trust Indenture Act.

          (c)  A copy of each such report shall, at the time of
such transmission to Securityholders, be filed by the Trustee
with each stock exchange upon which any Securities are listed and
also with the Securities and Exchange Commission.  If the Company
lists the Securities of any series on any stock exchange, it will
promptly so notify the Trustee.


                          ARTICLE SIX

 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


          SECTION 6.01.     Events of Default Defined;
Acceleration of Maturity; Waiver of Default.  In case one or more
of the following shall have occurred and be continuing with
respect to the Securities of any series, it shall be an event of
default of such series (unless it is specifically deleted in a
supplemental indenture or Board Resolution under which such
series of Securities is issued or has been modified in any such
supplemental indenture), that is to say:

          (a)  default in the payment of any installment of
     interest upon any Security of such series as and when the
     same shall become due and payable, and continuance of such
     default for a period of 30 days, provided, however, that a
     valid extension of the interest

<PAGE>

                              -22-

     payment period or deferral of interest payment by the
     Company as contemplated in Section 2.09 shall not constitute
     a failure to pay interest for this purpose; or

          (b)  default in the payment of the principal of or
     premium, if any, on any Security of such series as and when
     the same shall become due and payable either at maturity,
     upon redemption, by declaration or otherwise, and
     continuance of such default for a period of one Business
     Day; or

          (c)  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 contained in the Securities of such
     series or in this Indenture (other than a covenant or
     agreement which has been expressly included in the
     Securities or in this Indenture solely for the benefit of a
     series of Securities other than that series) for a period of
     60 days after the date on which written notice of such
     failure, requiring the Company to remedy the same and
     stating that such notice is a "Notice of Default" hereunder,
     shall have been given to the Company by the Trustee, or to
     the Company and the Trustee by the holders of a least 33% in
     aggregate principal amount of the Securities of such series
     at the time outstanding; or

          (d)  if a decree or order for relief shall be entered
     by a court of competent jurisdiction in respect of the
     Company in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law nor or hereafter
     in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator (or similar official) of
     the Company or of a major part of its property, or ordering
     the winding up or liquidation of the Company's affairs, and
     such decree or order shall remain unstayed and in effect for
     a period of 60 consecutive days; or

          (e)  if the Company shall commence a voluntary case
     under any applicable bankruptcy, insolvency or other similar
     law nor or hereafter in effect, or the Company shall consent
     to the entry by order of a court of competent jurisdiction
     of a decree or order in respect of the Company in an
     involuntary case or proceeding under any applicable
     bankruptcy, insolvency or other similar law nor or hereafter
     in effect or to the commencement of any bankruptcy or
     insolvency proceeding against the Company; or

          (f)  if the Company shall make an assignment for the
     benefit of its creditors, or shall admit in writing its
     inability to pay its debts generally as they become due, or
     shall consent to the appointment of a receiver or liquidator
     or trustee or assignee in bankruptcy or insolvency of it or
     of a major part of its property; or

          (g)  the occurrence of any other Event of Default with
     respect to Securities of such series as provided in a
     supplemental indenture applicable to such series of
     Securities pursuant to Section 10.01(d);

then and in each and every such case, unless the principal of the
Securities of such series shall have already become due and
payable, either the Trustee or the holders of not less than 33%
in aggregate principal amount of the Securities of such series
then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the
principal of all the Securities of such 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 such series contained to the
contrary notwithstanding.

<PAGE>

                              -23-

Payment of principal and interest on such Securities shall remain
subordinated to the extent provided in Article Fourteen,
notwithstanding that such amount shall become immediately due and
payable as herein provided.  This provision, however, is subject
to the condition that if, at any time after the principal of the
Securities of such series shall have been so declared due and
payable, and before any sale of property under 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 the Securities of such
series and the principal of and premium, if any, on any and all
Securities of such series which shall have become due otherwise
than by declaration (with interest on overdue installments of
interest, to the extent legally enforceable under applicable law,
and on such principal of and premium, if any, on each Security of
such series at the rate borne by such Security to the date of
such payment or deposit) and all amounts then due and payable to
the Trustee hereunder, including the reasonable compensation of
the Trustee, its agents, attorneys and counsel, and any and all
defaults under this Indenture, other than the nonpayment of
principal on Securities of such series which shall have become
due by declaration, shall have been remedied -- then, and in
every such case the holders of a majority in aggregate principal
amount of the Securities of such series then outstanding, by
written notice to the Company and to the Trustee, may on behalf
of the holders of all of the Securities of such series 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.

          In case the Trustee shall have proceeded to enforce any
right under this Indenture for the holders of Securities of any
series and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the Trustee and
the holders of the Securities of such series shall be restored
respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Company, the Trustee and
the holders of the Securities of such series shall continue as
though no such proceedings had been taken.

          The Company and the Trustee may, to the extent provided
in Section 10.01, enter into one or more indentures supplemental
hereto with respect to any series of the Securities which may
provide for additional, different or fewer Events of Default with
respect to such series of Securities.

          SECTION 6.02.     Collection of Indebtedness by
Trustee; Trustee May Prove Debt.  The Company covenants that (1)
in case default shall be made in the payment of any installment
of interest on any of the Securities, as and when the same shall
become due and payable, and such default shall have continued for
a period of 30 days, or (2) in case default shall be made in the
payment of the principal of or premium, if any, on any of the
Securities when and as the same shall have become due and
payable, whether upon maturity of the Securities or upon
redemption or upon declaration or otherwise -- then, upon demand
of the Trustee, the Company will pay to the Trustee, for the
benefit of holders of such Securities, the whole amount that then
shall have become due and payable on such Securities for
principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, of each such Security
and (to the extent legally enforceable under applicable law) upon
installments of interest, at the rate borne by such Security;
and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection,
including the reasonable compensation of the Trustee,

<PAGE>

                              -24-

its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through
its own negligence or bad faith.

          In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity against
the Company or other obligor on such Securities for the
collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or
such other obligor upon such Securities and collect in the manner
provided by law out of the property of the Company or such other
obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

          In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other
obligor upon the Securities of any series under Title 11 of the
United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law relative to the
Company or such other obligor, its creditors or its property, or
in case a receiver or trustee shall have been appointed for its
property or in case of any other judicial proceedings relative to
the Company or other obligor upon the Securities of any series,
its creditors or its property, the Trustee, irrespective of
whether the principal of the Securities of any series shall then
be due and payable as therein expressed, upon redemption or by
declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to this Section, shall be
entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest owing and
unpaid in respect of the Securities of any series, and to file
such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of the
Securityholders of any series allowed in any judicial proceeding
relative to the Company or other obligor upon the Securities of
any series, its creditors, or its property, and to collect and
receive any moneys or other property payable or deliverable on
any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by
each of the Securityholders 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 Securityholders, to pay to the
Trustee any amount due it for compensation and expenses,
including counsel fees incurred by it up to the date of such
distribution.

          All rights of action and of asserting claims under this
Indenture, or under any of the Securities of any series, may be
enforced by the Trustee without the possession of any of the
Securities of such series, or the production thereof in any
proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the
ratable benefit of the holders of the Securities of such series.
In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party), the Trustee
shall be held to represent all the holders of the Securities of a
series, and it shall not be necessary to make any holders of the
Securities of such series parties to any such proceedings.

          In case of an Event of Default hereunder with respect
to Securities of a particular series, the Trustee may, but unless
first requested so to do by the holders of at least a majority in
aggregate principal amount of the Securities of such series at
the time outstanding and furnished

<PAGE>

                              -25-

with reasonable indemnity against all costs, expenses and
liabilities shall not (subject to the provisions of Section 7.01)
be under any obligation to, proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate
judicial proceedings as are necessary to protect and enforce any
of such rights, either by suit in equity or by action at law or
by proceedings in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.  Nothing
herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of the
holder of any Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of any series
or the rights of any holder thereof, or to authorize the Trustee
to vote in respect of the claim of any holder of any Security in
any such proceeding.

          SECTION 6.03.     Application of Proceeds.  Any moneys
collected by the Trustee with respect to a series of Securities
pursuant to Section 6.02 shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of
such moneys:

          FIRST:    To the payment of all costs and expenses
     in connection with the collection of such moneys, and
     all amounts payable to the Trustee under Section 7.06;

          SECOND:   To the payment of all Senior
     Indebtedness of the Company if and to the extent
     required by Article Fourteen;

          THIRD:    To the payment of the entire
     amounts then due and unpaid upon the Securities in
     respect of which or for the benefit of which such
     moneys shall have been collected, without any
     preference or priority, ratably according to the
     amounts due and payable upon such Securities upon
     presentation of the several Securities and notation of
     such payment thereon, if partly paid, and upon
     surrender thereof, if fully paid;

          FOURTH:   To the Company.

          SECTION 6.04.     Limitations on Suits by
Securityholders.  No holder of any Security of any series shall
have any right by virtue or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Indenture or for
the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the
Trustee written notice of default and of the continuance thereof
with respect to the Securities of that series, and unless also
the holders of not less than 33% in aggregate principal amount of
the Securities of that series then outstanding shall have made
written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall
have failed to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.06, it being
understood and intended, and being expressly covenanted by the
holder of every Security of such series with every other holder
of Securities of such series and the Trustee, that no one or more
holders of Securities of such series shall have any right in any
manner whatever

<PAGE>

                              -26-

by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any
other of such Securities or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of
Securities of such series.  For the protection and enforcement of
this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in
equity.

          Notwithstanding any other provision of this Indenture,
but subject to Article Fourteen, the right of any holder of any
Security to receive payment of the principal of and premium, if
any, and interest on such Security, on or after the respective
due dates expressed in such Security, or to institute suit for
the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of
such holder.

          SECTION 6.05.     Powers and Remedies Cumulative; Delay
or Omission Not Waiver.  All powers and remedies given by this
Article to the Trustee or to the holders of Securities of any
series shall, to the extent permitted by law and subject to
Section 6.04, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the
Trustee or such Securityholders by judicial proceedings or
otherwise, to enforce the performance or observance of the
covenants and agreements contained in this indenture, and no
delay or omission of the Trustee or of any holder of the
Securities of any series to exercise any right or power accruing
upon any default occurring and continuing as aforesaid, shall
impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and,
subject to Section 6.04, every power and remedy given by this
Article or by law to the Trustee or to such Securityholders may
be exercised from time to time, and as often as shall be deemed
expedient by the Trustee or by such Securityholders.

          SECTION 6.06.     Control by Securityholders; Waiver of
Default.  The holders of a majority in aggregate principal amount
of the Securities of any series at the time outstanding 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 Securities of such series; provided, however, that
such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture; and provided further, that
nothing in this Indenture shall impair the right of the Trustee
to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by such Securityholders.  The
holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may on behalf of
the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to
the Securities of such series and its consequences, except a
default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series.  In the case of
any such waiver, the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any
right consequent thereon.

          SECTION 6.07.     Trustee to Give Notice of Defaults
Known to It, but May Withhold in Certain Circumstances.  The
Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities of any series, give to the
Securityholders of such series, in the manner and to the extent
required to do so by the Trust Indenture Act, notice of all
defaults actually known to a Responsible Officer of the Trustee,
unless such  defaults  shall have been

<PAGE>

                              -27-

cured before the giving of such notice (the term  "defaults"  for
the  purposes  of this  Section  being  hereby defined to be the
events specified in Sections 6.01(a),  (b), (c), (d), (e), (f)
and (g) with  respect to  Securities  of such  series not
including  periods of grace,  if any,  provided  for  therein
and  irrespective  of the giving of them written  notice
specified  in  subparagraph  (c) of  Section  6.01);  provided,
however,  that in case of any default of the character specified
in subparagraph (c) of Section 6.01 no such notice shall be given
until at least sixty (60) days after the occurrence thereof; and
provided further,  that, except in the case of default in the
payment of the  principal  of or premium,  if any, or interest on
any of the  Securities  of such  series,  the  Trustee  shall  be
protected  in withholding such notice if and so long as the board
of directors,  the executive committee,  or a trust committee of
directors and/or Responsible Officers of the Trustee in good
faith  determine  that the  withholding of such notice is in the
interests of the Securityholders of such series.

          SECTION 6.08.     Right of Court to Require Filing of
Undertaking to Pay Costs.  All parties to this Indenture agree,
and each holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and reasonable
expenses, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses
made by such party litigant; but this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in principal amount of the Securities of
any series outstanding, or to any suit instituted by any
Securityholder of any series for the enforcement of the payment
of the principal of or premium, if any, or interest on any
Security of such series, on or after the due dates expressed in
such Security.

                          ARTICLE SEVEN

                     CONCERNING THE TRUSTEE

          SECTION 7.01.     Duties and Responsibilities of
Trustee.  With respect to the holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an
Event of Default with respect to the Securities of that series
and after the curing or waiving of all Events of Default which
may have occurred with respect to such series, undertakes to
perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee.  In case
an Event of Default with respect to Securities of any series has
occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this
Indenture with respect to such series and use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

<PAGE>

                              -28-

          (a)  prior to the occurrence of an Event of Default
     with respect to the Securities of any series and after the
     curing or waiving of all such Events of Default with respect
     to such series which may have occurred:

               (1)  the duties and obligations of the Trustee
          with respect to the Securities of that series shall be
          determined solely by the express provisions of this
          Indenture, and the Trustee shall not be liable except
          for the performance of such duties and obligations as
          are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into
          this Indenture against the Trustee; and

               (2)  in the absence of bad faith on the part of
          the Trustee, the Trustee may conclusively rely, as to
          the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or
          opinions furnished to the Trustee and conforming to the
          requirements of this Indenture; but in the case of any
          such certificates or opinions which by any provision
          hereof are specifically required to be furnished to the
          Trustee, the Trustee shall be under a duty to examine
          the same to determine whether or not they conform to
          the requirements of this Indenture (but need not
          confirm or investigate the accuracy of any mathematical
          calculations or other facts stated therein);

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

          (c)  the Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in good faith
     in accordance with the direction of the registered holders
     given as provided in Section 6.06 relating to the time,
     method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture.

          None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or
powers if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to
it.

          SECTION 7.02.     Certain Rights of Trustee.  Except as
otherwise provided in Section 7.01:

          (a)  the Trustee may conclusively 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 Security, other evidence of indebtedness or other
     paper or document (whether in its original or facsimile
     form) believed by it to be genuine and to have been signed
     or presented by the proper party or parties;

          (b)  any request, direction, order or demand of the
     Company mentioned herein shall be sufficiently evidenced to
     the Trustee by a Company Order (unless other evidence

<PAGE>

                              -29-

     in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors shall be
     sufficiently evidenced to the Trustee by a Board Resolution;

          (c)  the Trustee may consult with counsel of its own
     selection and the 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;

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

          (e)  whenever in the administration of the provisions
     of this Indenture the Trustee shall deem it necessary or
     desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, such
     matter (unless other evidence in respect thereof be herein
     specifically prescribed) may, in the absence of bad faith on
     the part of the Trustee, be deemed to be conclusively proved
     and established by an Officers' Certificate delivered to the
     Trustee and such certificate, in the absence of bad faith on
     the part of the Trustee, shall be full warrant to the
     Trustee for any action taken, suffered or omitted by it
     under the provisions of this Indenture in good faith and in
     reliance thereon;

          (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,
     approval, appraisal, bond, debenture Securityholder, other
     evidence of indebtedness or other paper or document, but the
     Trustee, in its discretion, may make such inquiry or
     investigation into such facts or matters as it may see fit,
     and, if the Trustee shall determine to make such inquiry or
     investigation, it shall be entitled to examine the books,
     records and premises of the Company, personally or by agent
     or attorney at the expense of the Company and shall incur no
     liability or additional liability of any kind by reason of
     such inquiry or investigation;

          (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 by
     it with due care hereunder;

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

          (i)  the rights, privileges, protections, immunities
     and benefits given to the Trustee hereunder, including,
     without limitation, its rights to compensation,
     reimbursement and indemnification under Section 7.06, are
     hereby extended and also

<PAGE>

                              -30-

     made applicable to, and shall be enforceable by, the Trustee
     in each of its other capacities hereunder.

          SECTION 7.03.     Trustee Not Responsible for Recitals,
etc.  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication and the
representation as to the power of the Trustee to enter into this
Indenture and accept and execute the trusts hereby created, shall
be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.  The
Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.  The Trustee
shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such
Securities.

          SECTION 7.04.     Trustee and Others May Hold
Securities.  Subject to Sections 7.07 and 7.12, the Trustee or
any paying agent or Security registrar or any other agent of the
Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise
deal with the Company or other obligor on the Securities with the
same rights it would have if it were not Trustee, paying agent,
Security registrar or such other agent.

          SECTION 7.05.     Moneys Held by Trustee or Paying
Agent.  Subject to Sections 12.04 and 12.05, all moneys received
by the Trustee or any paying agent shall, until used or applied
as herein provided, be held in trust for the purposes for which
they were received, but any paying agent that is a bank need not
segregate such moneys from other funds except to the extent
required by law and shall not be invested.  Neither the Trustee
nor any paying agent shall be under any liability for interest on
any moneys received by it hereunder except such as it may agree
with the Company to pay thereon.  So long as no Event of Default
with respect to Securities of any series, other than an Event of
Default under subparagraph (c) of Section 6.01, shall have
occurred and be continuing, all interest allowed on any such
moneys shall be paid from time to time upon the written order of
the Company, signed by its President, or any Vice President or
its Treasurer or an Assistant Treasurer.

          SECTION 7.06.     Compensation and Indemnification of
Trustee and Its Lien.  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust), and, except as herein otherwise expressly
provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such
expense, disbursement or advance as shall be caused by its own
negligence or bad faith.  The Company also covenants and agrees
to fully indemnify the Trustee and any predecessor Trustee for,
and to hold it harmless against, any and all loss, liability,
claim, damage or expense incurred without negligence or bad faith
on the part of the Trustee, 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 whether asserted by the Company,
any Holder or any other Person.  The obligations of the Company
under this Section shall constitute additional indebtedness
hereunder.  Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in
trust for the benefit of the holders of particular Securities.
"Trustee" for

<PAGE>

                              -31-

purposes of this Section shall include (i) the Trustee in each of
its other capacities hereunder and (ii) any predecessor Trustee;
provided, however, that the negligence, willful misconduct or bad
faith of any Trustee hereunder shall not affect the rights of any
other Trustee hereunder.

          When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01,
the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended
to constitute expenses of administration under any bankruptcy
law.

          The provisions of this Section 7.06 shall survive the
termination for any reason of this Indenture and the resignation
or removal of the Trustee.

          SECTION 7.07.     Disqualification; Conflicting
Interests.   If the Trustee shall have or acquire any conflicting
interest within the meaning of the Trust Indenture Act, it shall
either eliminate such conflicting interest or resign to the
extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this
Indenture.  To the extent permitted by such Act, the Trustee
shall not be deemed to have a conflicting interest by virtue of
being a trustee (i) under this Indenture with respect to
Securities of more than one series.  Nothing herein shall prevent
the Trustee from filing with the Securities and Exchange
Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

          SECTION 7.08.     Persons Eligible for Appointment as
Trustee.  The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the
United States or any State or territory thereof or of the
District of Columbia authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $50,000,000, subject to supervision or examination by
Federal, state, territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  In
case at any time the Trustee shall cease to be eligible in
accordance with this Section, the Trustee shall resign
immediately in the manner and with the effect specified in
Section 7.09.

          SECTION 7.09.     Resignation and Removal of Trustee;
Appointment of Successor.  (a) The Trustee, or any trustee or
trustees hereafter appointed, may at any time resign with respect
to any one or more or all series of Securities by giving written
notice to the Company and by mailing notice of such resignation,
to the holders of Securities of that or those series at their
last addresses as they shall appear on the Security Register.
Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee or trustees with respect to
the applicable series by written instrument executed by order of
the Board of Directors, one copy of which instrument shall be
delivered to the resigning trustee and one copy to the successor
trustee.  If no successor trustee shall have been so appointed
with respect to a particular series and have accepted appointment
within 30 days after the mailing of such notice of resignation,
the resigning trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for
at least 6 months may, subject to Section 6.08, on behalf of
himself and all others similarly situated, petition any

<PAGE>

                              -32-

such court for the appointment of a successor trustee.  Such
court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

          (b)  If at any time:

               (1)  the Trustee shall fail to comply with Section
          7.07(a) after written request therefor by the Company
          or by any Securityholder who has been a bona fide
          holder of a Security or Securities for at least 6
          months, or

               (2)  the Trustee shall cease to be eligible under
          Section 7.08 and shall fail to resign after written
          request therefor by the Company or by any such
          Securityholder, or

               (3)  the Trustee shall become incapable of acting,
          or shall be adjudged 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, the Company may remove the Trustee with
respect to the applicable series of Securities, and appoint a
successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors of the Company, one copy of
which instrument shall be delivered to the trustee so removed and
one copy to the successor trustee, or, subject to Section 6.08,
any Securityholder who has been a bona fide holder of a Security
or Securities of any such series for at least 6 months may, on
behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee with respect to such
series.  Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint
a successor trustee with respect to such series.

          (c)  The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding
may at any time remove the Trustee with respect to that series
and appoint with respect to such series a successor trustee by
delivering to the trustee so removed, to the successor trustee so
appointed and to the Company, the evidence provided for in
Section 8.01 of the action taken by the Securityholders.

          (d)  Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to this Section shall
become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.10.

          SECTION 7.10.     Acceptance of Appointment by
Successor Trustee.  Any successor trustee appointed under Section
7.09 shall execute, acknowledge and deliver to the Company and to
its predecessor trustee with respect to any or all applicable
series an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, duties and obligations with respect to
such series of its predecessor hereunder, with like effect as if
originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the
trustee ceasing to act shall, upon payment of any amounts then
due it pursuant to the provisions of Section 7.06, execute and
deliver an instrument transferring to such

<PAGE>

                              -33-

successor trustee all the rights, powers and trusts with respect
to such series of the trustee so ceasing to act.  Upon request of
any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in
and confirming to such successor trustee all such rights and
powers.  Any trustee ceasing to act shall, nevertheless, retain a
lien upon all property or funds held or collected by such trustee
to secure any amounts then due it pursuant to Section 7.06.

          In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the predecessor Trustee and each
successor Trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect
to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and 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.

          No successor Trustee with respect to any series of
Securities shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee
shall with respect to such series be qualified under Section 7.07
and eligible under Section 7.08.

          Upon acceptance of appointment by a successor Trustee
with respect to the Securities of any series, the Company shall
mail notice of the succession of such Trustee hereunder to the
holders of Securities of such series at their last addresses as
they shall appear on the Security Register.  If the Company fails
to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Company.

          SECTION 7.11.     Merger, Conversion or Consolidation
of Trustee.  Any person into which the Trustee may be merged or
converted or with which it may be consolidated, or any person
resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any person succeeding to all or
substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

          SECTION 7.12.     Preferential Collection of Claims
Against Company.  If the Trustee shall be or become a creditor of
the Company or any other obligor upon the Securities (other than
by reason of a relationship described in Section 311(b) of the
Trust Indenture Act), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the
collection of claims against the Company or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act:

               (a)  The term "cash transaction" shall mean any
     transaction in which full payment for goods or securities
     sold is made within 7 days after delivery of the goods

<PAGE>

                              -34-

     or securities in currency or in checks or other orders drawn
     upon banks or bankers and payable upon demand.

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


                          ARTICLE EIGHT

                 CONCERNING THE SECURITYHOLDERS


          SECTION 8.01.     Evidence of Action Taken by
Securityholders.  Whenever in this Indenture it is provided that
the holders of a specified percentage or a majority in aggregate
principal amount of the Securities or of any series of Securities
may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking
any such action the holders of such specified percentage or
majority have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed
by Securityholders in person or by agent or proxy appointed in
writing, or (b) by the record of the holders of Securities voting
in favor thereof at any meeting of Securityholders duly called
and held in accordance with the provisions of Article Nine, or
(c) by a combination of such instrument or instruments and any
such record of such a meeting of Securityholders.

          SECTION 8.02.     Proof of Execution of Instruments and
of Holding of Securities.  Subject to the provisions of Sections
7.01, 7.02 and 9.05, proof of the execution of any instrument by
a Securityholder or his agent or proxy and proof of the holding
by any person of any of the Securities shall be sufficient if
made in the following manner:

          The fact and date of the execution by any such person
of any instrument may be proved by the certificate of any notary
public or other officer authorized to take acknowledgments of
deeds to be recorded in any State within the United States, that
the person executing such instrument acknowledged to him the
execution thereof, or by an affidavit of a witness to such
execution sworn to before any such notary or other such officer.
Where such execution is by an officer of a corporation or
association or a member of a partnership on behalf of such
corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his
authority.  The fact and the date of the execution of any such
instrument may also be proved in any other manner which the
Trustee may deem sufficient.

          The ownership of Securities may be proved by the
Security Register or by a certificate of the Security registrar.

<PAGE>

                              -35-

          The Trustee may require such additional proof, if any,
of any material referred to in this Section as it shall deem
necessary.

          The record of any Securityholders' meeting shall be
proved as provided in Section 9.06.

          SECTION 8.03.     Registered Holders of Securities May
Be Treated as Owners.  The Company, the Trustee, any paying
agent, and any Security registrar may deem and treat the person
in whose name any Security shall be registered upon the Security
Register as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the
Security registrar) for the purpose of receiving payment thereof
or on account thereof and of interest thereon as herein provided
and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Security registrar shall be
affected by any notice to the contrary.  All such payments so
made to any such registered holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Security.

          SECTION 8.04.     Securities Owned by Company Deemed
Not Outstanding.  In determining whether the holders of the
requisite aggregate principal amount of Securities have concurred
in any direction, consent or waiver under this Indenture,
Securities which are owned by the Company or any other obligor on
the Securities or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purposes
of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as outstanding for the
purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee that the pledgee has the right to
vote such Securities and that the pledgee is not a person
directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such
other obligor.  Subject to the provisions of Section 7.01, in
case of a dispute as to such right, any decision by the Trustee,
taken upon the advice of counsel, shall be full protection to the
Trustee.

          SECTION 8.05.     Right of Revocation of Action Taken.
At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action
by the holders of the percentage in aggregate principal amount of
the Securities or of any series of Securities specified in this
Indenture in connection with such action, any holder of a
Security the serial number of which is shown by the evidence to
be included in the Securities the holders of which have consented
to such action may, by filing written notice with the Trustee at
its principal office and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Security.  Except as aforesaid, any such action taken by the
holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security,
and of any Security issued in exchange therefor or in place
thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in
exchange therefor or in place thereof.  Any action taken by the
holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in

<PAGE>

                              -36-

connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Securities.


                          ARTICLE NINE

                    SECURITYHOLDERS' MEETINGS


          SECTION 9.01.     Purposes for Which Securityholders'
Meetings May Be Called.  A meeting of Securityholders may be
called at any time and from time to time pursuant to this Article
for any of the following purposes:

               (1)  to give any notice to the Company or to the
     Trustee, or to give any directions to the Trustee, or to
     waive or to consent to the waiving of any default hereunder
     and its consequences, or to take any other action authorized
     to be taken by Securityholders pursuant to Article Six;

               (2)  to remove the Trustee and appoint a successor
     trustee pursuant to Article Seven;

               (3)  to consent to the execution of an indenture
     or indentures supplemental hereto pursuant to Section 10.02;
     or

               (4)  to take any other action authorized to be
     taken by or on behalf of the holders of any specified
     aggregate principal amount of the Securities under any other
     provision of this Indenture or under applicable law.

          SECTION 9.02.     Call of Meetings by Trustee.  The
Trustee may at any time call a meeting of Securityholders of any
series to be held at any such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall
determine.  Notice of every meeting of Securityholders, setting
forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be mailed
by the Trustee, first-class postage prepaid, not less than 20 nor
more than 180 days prior to the date fixed for the meeting, to
the holders of Securities of such series at their last addresses
as they shall appear upon the Security Register.

          SECTION 9.03.     Company and Securityholders May Call
Meeting.  In case the Company, pursuant to a resolution of its
Board of Directors, or the holders of at least 10% in aggregate
principal amount of the Securities of any series then
outstanding, shall have requested the Trustee to call a meeting
of Securityholders of such series, by written request setting
forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the mailing of the
notice of such meeting within 20 days after receipt of such
request, then the Company or the holders of such Securities in
the amount above specified may determine the time and the place
in said Borough of Manhattan for such meeting and may call such
meeting to take any action authorized in Section 9.01, by mailing
notice thereof as provided in Section 9.02.

          SECTION 9.04.     Persons Entitled to Vote at Meeting.
To be entitled to vote at any meeting of Securityholders of a
series a person shall be (a) a registered holder of one or more

<PAGE>

                              -37-

Securities of such series or (b) a person appointed by an
instrument in writing as proxy for the holder or holders of such
Securities by a registered holder of one or more such Securities.
The only persons who shall be entitled to be present or to speak
at any meeting of Securityholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives
of the Trustee and its counsel and any representatives of the
Company and its counsel.

          SECTION 9.05.     Determination of Voting Rights;
Conduct and Adjournment of Meeting.  Notwithstanding any other
provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting
of Securityholders, in regard to proof of the holding of
Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct
of the meeting as it shall think fit.  Such regulations may
provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof
specified in Section 8.02 or other proof.  Except as otherwise
permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section
8.02 and the appointment of any proxy shall be proved in the
manner specified in said Section 8.02 or by having the signature
of the person executing the proxy witnessed or guaranteed by any
bank, banker, trust company or firm satisfactory to the Trustee.

          The Trustee shall, by an instrument in writing, appoint
a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Securityholders as provided
in Section 9.03, in which case the Company or the Securityholders
calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of
the holders of a majority in principal amount of the Securities
represented at the meeting and entitled to vote.

          Subject to the provisions of Section 8.04, at any
meeting any Securityholder of a series or proxy shall be entitled
to one vote for each $1,000 principal amount of Securities of
such series held or represented by him (in the case of Original
Issue Discount Securities, such principal amount is the amount
that would be due and payable upon the acceleration of the
maturity thereof pursuant to Section 6.01) provided, however,
that no vote shall be cast or counted at any meeting in respect
of any Security challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of
Securities of such series held by him or instruments in writing
as aforesaid duly designating him as the person to vote on behalf
of other Securityholders of such series.  Any meeting of
Securityholders duly called pursuant to Section 9.02 or 9.03 may
be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.

          At any meeting, the presence of persons holding or
representing Securities in an aggregate principal amount
sufficient to take action upon the business for the transaction
of which such meeting was called shall be necessary to constitute
a quorum; but, if less than a quorum be present, the persons
holding or representing a majority of the Securities represented
at the meeting may adjourn such meeting with the same effect, for
all intents and purposes, as though a quorum had been present.

          SECTION 9.06.     Counting Vote and Recording Action of
Meeting.  The vote upon any resolution submitted to any meeting
of Securityholders of a series shall be by written ballots on
which shall be subscribed the signatures of the holders of
Securities of such series or

<PAGE>

                              -38-

of their representatives by proxy and the serial number or
numbers of the Securities of such series held or represented by
them.  The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting.  A record in
duplicate of the proceedings of each meeting of Securityholders
shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice
was mailed as provided in Sections 9.02 and 9.03. The record
shall show the serial numbers of the Securities voting in favor
of or against any resolution.  The record shall be signed and
verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be
delivered to the Company and the  other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.

          Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

                           ARTICLE TEN

                     SUPPLEMENTAL INDENTURES


          SECTION 10.01.     Supplemental Indentures Without
Consent of Securityholders.  Without the consent of any holders
of the Securities, the Company, when authorized by a resolution
of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as it shall be in force at the date of
execution of such indenture or indentures) for one or more of the
following purposes:

               (a)  to evidence the succession of another
     corporation to the Company, or successive successions, and
     the assumption by the Successor of the covenants, agreements
     and obligations of the Company pursuant to Article Eleven;

               (b)  to add to the covenants and agreements of the
     Company such further covenants, agreements, restrictions or
     conditions for the protection of the holders of the
     Securities of all or any series as its Board of Directors
     and the Trustee shall consider to be for the protection of
     the holders of Securities of such series (and if such
     covenants, agreements, restrictions or conditions are to be
     for the benefit of less than all series of Securities,
     stating that such covenants, agreements, restrictions or
     conditions are expressly being included for the benefit of
     such series), and to make the occurrence, or the occurrence
     and continuance, of a default in any of such additional
     covenants, agreements, restrictions or conditions a default
     or an Event of Default permitting the enforcement of all or
     any of the several remedies provided in this Indenture as
     herein set forth; provided, however, that in respect of any
     such additional covenant, agreement, restriction or
     condition such supplemental indenture may provide for a
     particular period of grace after default (which period may
     be shorter or longer than that allowed in the case of other
     defaults) or may provide for an immediate enforcement upon
     such default or may

<PAGE>

                              -39-

     limit the remedies available to the Trustee upon such
     default or may limit the right of the holders of Securities
     to waive such default;

               (c)  to add, delete or modify any Events of
     Default with respect to all or any series of the Securities,
     the form and terms of which are being established pursuant
     to such supplemental indenture as permitted in Sections
     2.01, 2.02 and 2.03 (and, if any such event of default is
     applicable to fewer than all such series of the Securities,
     specifying the series to which such event of default is
     applicable), and to specify the rights and remedies of the
     Trustee and the holders of such Securities in connection
     therewith;

               (d)  to cure any ambiguity or to correct or
     supplement any provision contained herein or in any
     supplemental indenture which may be defective or
     inconsistent with any other provisions contained herein or
     in any supplemental indenture, or to make any other
     addition, modification or elimination as shall not be
     inconsistent with the provisions of this Indenture or any
     supplemental indenture and shall not adversely affect the
     interests of the holders of the Securities;

               (e)  to establish the form and terms of the
     Securities of any series as permitted in Sections 2.01, 2.02
     and 2.03, or to authorize the issuance of additional
     Securities of a series previously authorized or to add to
     the conditions, limitations or restrictions on the
     authorized amount, terms of purposes of issue,
     authentication or delivery of the Securities of any series,
     as herein set forth, or other conditions, limitations or
     restrictions thereafter to be observed; and

               (f)  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 7.10.

          The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which
may be therein contained but the Trustee 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.

          Any supplemental indenture authorized by the provisions
of this Section shall be executed by the Company and the Trustee
and shall not require the consent of the holders of any of the
Securities at the time outstanding, notwithstanding Section
10.02.

          SECTION 10.02.     Supplemental Indentures With Consent
of Securityholders.  With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of any series at the
time outstanding, the Company, when authorized by a resolution of
its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust
Indenture Act as it shall be in force at the date of execution of
such indenture or indentures) for the purpose, with respect to
Securities of such series, of adding any provisions to or
changing in any manner or eliminating any of the

<PAGE>

                              -40-

provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the
Securities of such series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity, or
the earlier optional date of maturity, if any, of any Security,
or reduce the principal amount thereof or the premium thereon, if
any, or reduce the rate, or make the principal thereof or
premium, if any, or interest thereon payable in any coin or
currency other than that provided in such Security without the
consent of the holder of each Security so affected, or (ii)
reduce the principal amount of Securities of any series, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Securities
of such series then outstanding.

          Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of the Securityholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to enter into such supplemental indenture.

          A supplemental indenture which changes or eliminates
any provision of this Indenture or of any series of Securities
which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the
rights of holders of Securities of such series with respect to
such 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 the consent of the
Securityholders under this Section to approve the particular form
of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.

          Promptly after the execution by the Company and the
Trustee of any supplemental indenture under this Section, the
Company shall mail a notice, setting forth in general terms the
substance of such supplemental indenture, to the holders of
Securities at their last addresses as they shall appear on the
Security Register.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

          SECTION 10.03.     Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture pursuant to the
provisions of this Article, this Indenture shall be and be deemed
to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and
the holders of Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all
purposes.

          SECTION 10.04.     Notation on Securities in Respect of
Supplemental Indentures.  Securities authenticated and delivered
after the execution of any supplemental indenture pursuant to the
provisions of this Article or after any action taken at a
Securityholders'  meeting pursuant to the provisions of Article
Nine may, and if required by the Trustee shall, bear a notation
in form approved by the Trustee as to any matter provided for in
such supplemental

<PAGE>

                              -41-

indenture or as to any such action.  If the Company and the
Trustee shall so determine, new Securities of any series
so modified as to conform, in the opinion of the Company and the
Trustee, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the
Securities of such series then outstanding.

          SECTION 10.05.     Opinion of Counsel to Be Given
Trustee.  Prior to executing any supplemental indenture, the
Trustee shall be provided an Opinion of Counsel as conclusive
evidence that any such supplemental indenture is authorized by
the terms of this Indenture and that it is proper for the Trustee
under the provisions of this Article to join in the execution
thereof.


                         ARTICLE ELEVEN

                 CONSOLIDATION, MERGER AND SALE


          SECTION 11.01.     Company May Consolidate or Merge,
etc.  Subject to the provisions of Section 11.02, nothing
contained in this Indenture shall prevent any consolidation of
the Company with or the merger of the Company into any other
corporation, or any merger of any other corporation into the
Company, or successive consolidations or mergers to which the
Company or its successor or successors shall be a party or
parties, or shall prevent any sale, transfer or lease of the
properties of the Company as an entirety or substantially as an
entirety to any other corporation lawfully entitled to acquire
the same.

          SECTION 11.02.     Conditions to Consolidation or
Merger, etc.  The Company covenants and agrees that it will not
consolidate with or merge into any other corporation, or sell,
transfer or lease its properties as an entirety or substantially
as an entirety to any person unless, and the Company covenants
and agrees that any such consolidation, merger, sale, transfer or
lease shall be upon the conditions that (i) the successor
corporation formed by or surviving any such consolidation or
merger or the person to which such sale, transfer or lease shall
have been made (the "Successor") shall be a corporation organized
and existing under the laws of the United States of America or a
state thereof, (ii) the due and punctual payment of the principal
of and premium, if any, and interest on the Securities according
to their tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of this
Indenture, the Securities and all indentures supplemental hereto
to be performed or observed by the Company shall, by an indenture
supplemental hereto, executed and delivered to the Trustee, be
expressly assumed by the Successor, as fully and effectually as
if such Successor had been an original party hereto, and (iii)
immediately after such merger, consolidation, sale, transfer or
lease, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.

          The Successor, other than a Successor by reason of a
lease of the Company's properties, upon executing such indenture
supplemental hereto, in form satisfactory to the Trustee, shall
succeed to and be substituted for the Company with the same
effect as if it had been an original party hereto, thus relieving
the Company of all liabilities hereunder and under the
Securities, and the Successor shall possess and from time to time
may exercise each and every power hereunder of the Company, and
may execute and deliver Securities hereunder, either

<PAGE>

                              -42-

in the name of the Company or the Successor, and any act or
proceeding required by this Indenture to be done or performed by
any board or officer of the Company may be done or performed with
like force and effect by the like board or officer of the
Successor.

          The foregoing to the contrary notwithstanding, the
Company may sell, transfer or lease Qualifying Generation
Facilities to any Affiliate of the Company and such sale,
transfer or lease shall not be subject to the foregoing
requirements of this Section 11.02, provided that the assets
subject to such sales, transfers or leases occurring after the
date of this Indenture shall not in the aggregate represent
assets with a depreciated value on the books of the Company,
calculated with respect to such assets at the time of each such
sale, transfer or lease, in excess of 65% of the depreciated
value on the books of the Company of its total assets as set
in its most recent report filed on Form 10-K or 10-Q.

          SECTION 11.03.     Documents and Opinion to Be
Furnished to the Trustee.  The Company covenants and agrees that
if it shall consolidate with or merge into any other corporation
or if it shall sell, transfer or lease its properties, as an
entirety or substantially as an entirety, the Company will
promptly furnish to the Trustee:

               (1)  A certificate signed by the President or a
     Vice President and by the Treasurer or an Assistant
     Treasurer or the Secretary or an Assistant Secretary of the
     Successor stating that the covenants of the Company
     contained in Section 11.02 have been complied with;

               (2)  An executed counterpart of any instrument or
     instruments executed by the Company or the Successor in the
     performance of such covenants; and

               (3)  An Opinion of Counsel stating that in the
     opinion of such counsel such covenants have been complied
     with and that any instrument or instruments executed by the
     Company or the Successor in the performance of such
     covenants comply with the requirements of such covenants.

          Each certificate, instrument and opinion furnished to
the Trustee pursuant to the provisions of this Section shall
conform to the requirements of Section 15.06.

          Subject to the provisions of Sections 7.01 and 7.02,
the Trustee may receive an Opinion of Counsel conforming to the
requirements of Section 15.06 as conclusive evidence that any
such consolidation, merger, sale, transfer or lease, any such
assumption and any such supplemental indenture or other
instrument or instruments comply with the provisions of this
Article.


<PAGE>

                              -42-

                         ARTICLE TWELVE

            SATISFACTION AND DISCHARGE OF INDENTURE;
                  DEFEASANCE; UNCLAIMED MONEYS


          SECTION 12.01.     Satisfaction and Discharge of
Indenture.  If (a) the Company shall deliver to the Trustee for
cancellation all outstanding Securities, or (b) all outstanding
Securities not delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due
and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption and the Company shall
deposit with the Trustee as trust funds the entire amount
sufficient to pay at maturity or upon redemption all such
Securities not delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to
become due to such date of maturity or redemption, and if in
either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture
shall cease to be of further effect, and the Trustee, on demand
of the Company and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and
discharging this Indenture.  The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee without negligence or bad faith
in connection with this Indenture or the Securities.

          SECTION 12.02.     Defeasance.  Provided that the same
has been duly authorized with respect to Securities of a
particular series pursuant to Section 2.03(1), if, at any time
after the date hereof, the Company shall deposit with the
Trustee, in trust for the benefit of the holders thereof, (i)
funds sufficient to pay, or (ii) such amount of direct
noncallable obligations of, or noncallable obligations the
payment of principal of and interest on which is fully guaranteed
by, the United States of America, or to the payment of which
obligations or guarantees the full faith and credit of the United
States of America is pledged, as will, or will together with the
income thereon without consideration of any reinvestment thereof,
be sufficient to pay all sums due for principal of, premium, if
any, and interest on the Securities of such series, as they shall
become due from time to time, and shall pay all costs, charges
and expenses incurred or to be incurred by the Trustee in
relation thereto or in carrying out the provisions of this
Indenture, this Indenture shall cease to be of further effect
with respect to Securities of such series (except as to (i)
rights of registration of transfer, substitution and exchange of
Securities of such series, (ii) rights of holders to receive
payments of, principal of, premium, if any, and interest on the
Securities of such series as they shall become due from time to
time and other rights, duties and obligations of Securityholders
as beneficiaries hereof with respect to the amounts so deposited
with the Trustee, and (iii) the rights, obligations and
immunities of the Trustee hereunder (for which purposes the
Securities of such series shall be deemed outstanding)), and the
Trustee, on the written request of the Company, accompanied by
the Officers' Certificate and Opinion of Counsel required by
Section 15.06, shall execute and deliver to the Company such
instruments as shall be requisite to evidence the satisfaction
thereof with respect to Securities of such series.

          SECTION 12.03.     Application by Trustee of Funds
Deposited for Payment of Securities.   All moneys deposited with
the Trustee pursuant to Sections 12.01 and 12.02, or received by
the Trustee in respect of obligations deposited with the Trustee
pursuant to Section 12.02 shall be held in trust and applied by
it to the payment, either directly or through any paying agent
(including the Company acting as its own paying agent), to the
holders of the particular

<PAGE>

                              -44-

Securities, for the payment of which such moneys have been
deposited with the Trustee, of all sums due and to become due
thereon for principal, premium, if any, and interest.

          SECTION 12.04.     Repayment of Moneys Held by Paying
Agent.   In connection with the satisfaction and discharge of
this Indenture all moneys then held by any paying agent, other
than the Trustee, under this Indenture shall, upon and in
accordance with demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further
liability with respect to such moneys.

          SECTION 12.05.     Return of Unclaimed Moneys.   Any
moneys deposited with the Trustee or any paying agent not applied
but remaining unclaimed by the holders of Securities for 2 years
after the date upon which the principal of and premium, if any,
or interest on such Securities shall have become due and payable
shall be repaid to the Company by the Trustee or such paying
agent on written demand; and the holder of any of the Securities
entitled to receive such payment shall thereafter look only to
the Company for the payment thereof and all liability of the
Trustee or any such paying agent with respect to such moneys
shall thereupon cease.  In the absence of any such Company Order,
the Trustee or any such paying agent shall from time to time
deliver such unclaimed funds to, or as directed by, the pertinent
escheat authority, as identified by the Trustee or such paying
agent in its sole discretion, pursuant to and in accordance with
applicable unclaimed property laws, rules or regulations.  Any
such delivery shall be in accordance with the customary practices
and procedures of the Trustee or such paying agent and the
escheat authority and, upon any such delivery, all liability of
the Trustee and such paying agent with respect to such unclaimed
funds shall thereupon cease.


                        ARTICLE THIRTEEN

 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


          SECTION 13.01.     Personal Immunity from Liability of
Incorporators, Stockholders, etc.   No recourse under or upon any
obligation, covenant or agreement of this Indenture or any
indenture supplemental hereto, or of any Security, or for any
claim based thereon or otherwise in respect thereof, shall be had
against any incorporator or against any past, present or future
stockholder, officer or member of the Board of Directors, as
such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability and any and all such claims being hereby expressly
waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the
Securities.


                        ARTICLE FOURTEEN

                         SUBORDINATION


          SECTION 14.01.     Securities Subordinated to Senior
Indebtedness.  With respect to Securities of any series as to
which, pursuant to Section 2.03(n), it has been established that

<PAGE>

                              -45-

this Article Fourteen applies (herein called the "Subordinated
Securities"), the Company covenants and agrees, and each holder
of Subordinated Securities, by his acceptance thereof, likewise
covenants and agrees, that the indebtedness represented by the
Subordinated Securities and the payment of the principal of,
premium, if any, and interest on each and all of the Subordinated
Securities are hereby expressly subordinate and junior to the
extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Indebtedness.
"Senior Indebtedness" means all indebtedness of the Company for
the repayment of money borrowed (whether or not represented by
bonds, debentures, notes or other securities) other than the
indebtedness evidenced by the Subordinated Securities and any
indebtedness subordinated to, or subordinated on parity with, the
Subordinated Securities.  "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others
to the Company.

          SECTION 14.02.     Events of Subordination.  In the
event (a) of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the
Company, whether in bankruptcy, insolvency, reorganization or
receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities
of the Company or otherwise, except a distribution in connection
with a consolidation, merger or sale, transfer or lease of the
properties of the Company which complies with the requirements of
Section 11.02, or (b) of any default by the Company in the
payment of principal, premium, interest or any other payment due
on any Senior Indebtedness, or in the event that the maturity of
any Senior Indebtedness has been accelerated because of a
default, and such default shall not have been rescinded, then:

                    (1)  in the circumstance described in the
          foregoing clause (a) the holders of all Senior
          Indebtedness, and in the circumstance described in the
          foregoing clause (b) the holders of all Senior
          Indebtedness outstanding at the time the principal of
          such Senior Indebtedness shall have been so declared
          due and payable, shall first be entitled to receive
          payment of the full amount due thereon in respect of
          principal, premium, if any, and interest, or provision
          shall be made for such amount in money or money's
          worth, before the holders of any of the Subordinated
          Securities are entitled to receive any payment on
          account of the principal of, premium, if any, or
          interest on the indebtedness evidenced by the
          Subordinated Securities;

                    (2)  any payment by, or distribution of
          assets of, the Company of any kind or character,
          whether in cash, property or securities (other than
          securities 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 the payment of which is subordinate, at
          least to the extent provided in this Article with
          respect to the Subordinated Securities, to the payment
          of all Senior Indebtedness, provided that the rights of
          the holders of the Senior Indebtedness are not altered
          by such reorganization or readjustment), to which the
          holders of any of the Subordinated Securities or the
          Trustee would be entitled except for the provisions of
          this Article shall be paid or delivered by the person
          making such payment or distribution, whether a trustee
          in bankruptcy, a receiver or liquidating trustee or
          otherwise, directly to the holders of such Senior
          Indebtedness or their representative or representatives
          or to the trustee or trustees under any indenture under
          which any instruments evidencing any of such Senior

<PAGE>

                              -46-

          Indebtedness may have been issued, ratably according to
          the aggregate amounts remaining unpaid on account of
          such Senior Indebtedness held or represented by each,
          to the extent necessary to make payment in full of all
          Senior Indebtedness remaining unpaid after giving
          effect to any concurrent payment or distribution (or
          provision therefor) to the holders of such Senior
          Indebtedness, before any payment or distribution is
          made to the holders of the indebtedness evidenced by
          the Subordinated Securities or to the Trustee under
          this Indenture; and

                    (3)  in the event that, notwithstanding the
          foregoing, any payment by, or distribution of assets
          of, the Company of any kind of character, whether in
          cash, property or securities (other than securities 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 the payment of
          which is subordinate, at least to the extent provided
          in this Article with respect to the Subordinated
          Securities, to the payment of all Senior Indebtedness,
          provided that the rights of the holders of Senior
          Indebtedness are not altered by such reorganization or
          readjustment), shall be received by the Trustee or the
          holders of any of the Subordinated Securities before
          all Senior Indebtedness is paid in full, such payment
          or distribution shall be paid over to the holders of
          such Senior Indebtedness or their representative or
          representatives or to the trustee or trustees under any
          indenture under which any instruments evidencing any of
          such Senior Indebtedness may have been issued, ratably
          as aforesaid, for application to the payment of all
          Senior Indebtedness remaining unpaid until all such
          Senior Indebtedness shall have been paid in full, after
          giving effect to any concurrent payment or distribution
          (or provision therefor) to the holders of such Senior
          Indebtedness.

          SECTION 14.03.     Subrogation.  Subject to the payment
in full of all Senior Indebtedness, the rights of the holders of
the Subordinated Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments or
distribution of cash, property or securities of the Company
applicable to such Senior Indebtedness until all amounts owing on
the Subordinated Securities shall be paid in full, and, as among
the Company, its creditors other than holders of such Senior
Indebtedness, and the holders of the Subordinated Securities, no
such payment or distribution made to the holders of Senior
Indebtedness by virtue of this article which otherwise would have
been made to the holders of the Subordinated Securities shall be
deemed to be a payment by the Company on account of such Senior
Indebtedness, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining
the relative rights of the holders of the Subordinated
Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

          SECTION 14.04.     Obligation of Company Unconditional.
Nothing contained in this Article or elsewhere in this Indenture
or in the Subordinated Securities is intended to or shall impair,
as among the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Subordinated
Securities the obligation of the Company, which is absolute and
unconditional to pay to the holders of the Subordinated
Securities the principal of, premium, if any, and interest on the
Subordinated Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the
Subordinated Securities and creditors of the Company other than
the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the holder of any

<PAGE>

                              -47-

Subordinated Security 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 in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee and the holders
of the Subordinated Securities shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in
which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is
pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, liquidating
trustee or agent or other Person making any payment or
distribution, delivered to the Trustee or to the holders of the
Subordinated Securities, 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
paid or distributed thereon and all other facts pertinent thereto
or to this Article.  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
Section, 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, as to the extent to
which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the right of
such Person under this Section, 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.

          SECTION 14.05.     Payments on Subordinated Securities
Permitted.  Nothing contained in this Article or elsewhere in
this Indenture, or in any of the Subordinated Securities, shall
affect the obligation of the Company to make, or prevent the
Company from making, payments of the principal of, premium, if
any, or interest on the Subordinated Securities in accordance
with the provision hereof and thereof, or shall prevent the
Trustee or any paying agent of the Company from applying any
moneys deposited with it hereunder to the payment of the
principal of, premium, if any, or interest on the Subordinated
Securities, in each case except as otherwise provided in this
Article.

          SECTION 14.06.     Effectuation of Subordination by
Trustee.  Each holder of Subordinated Securities, by his
acceptance thereof, authorizes and directs the Trustee in 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 14.07.     Knowledge of Trustee.
Notwithstanding the provisions of this Article or any other
provisions 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 of moneys to or by the Trustee, or the
taking of any other action by the Trustee (and shall not be
liable for making such payment or taking such action), unless and
until a Responsible Officer of the Trustee having responsibility
for the administration of the trust established by this Indenture
shall have received written notice thereof from the Company, any
holder of Subordinated Securities, any paying agent of the
Company or any holder or representative of any class of Senior
Indebtedness, and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided that, if prior to the third

<PAGE>

                                -48-

Business Day preceding the date upon which by the terms hereof
any monies become payable for any purpose (including, without
limitation, the payment of either the principal of or interest on
any Subordinated Security), or the date of the execution of an
instrument pursuant to Section 12.02 acknowledging satisfaction
and discharge of this Indenture, a Responsible Officer of the
Trustee shall not have received with respect to such monies or to
such funds or obligations deposited pursuant to Section 12.02,
the notice provided for in this Section 14.07, then, anything
herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies or
such funds or obligations and apply the same to the purpose for
which they were received and shall not be affected by any notice
to the contrary which may be received by it on or after such
date.

          SECTION 14.08.     Trustee's Relation to Senior
Indebtedness.  The Trustee shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness
at the time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in Section 7.12 or elsewhere 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 7.06.

          With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this
Article, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee.  The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness,
and the Trustee shall not be liable to any holder of Senior
Indebtedness, if it shall mistakenly pay over or deliver to
holders of Subordinated Securities, the Company or any other
Person monies or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article or
otherwise.

          SECTION 14.09.     Rights of Holders of Senior
Indebtedness Not Impaired.  No right of any present or future
holder of any Senior Indebtedness to enforce the subordination
herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any
noncompliance 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.


                         ARTICLE FIFTEEN

                    MISCELLANEOUS PROVISIONS


          SECTION 15.01.     Successors.   All the covenants,
stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

          SECTION 15.02.     Benefits of Indenture Restricted to
Parties and Securityholders.   Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed
to give to any person, other than the Company, the Trustee and
the Securityholders, any legal or equitable right, remedy or
claim under or in respect of this Indenture.

<PAGE>

                              -49-

          SECTION 15.03.     Payments Due on Sundays and
Holidays.   In any case where the date of maturity of principal
of or interest on any Securities or the date fixed for redemption
of any Securities shall be a Sunday or legal holiday or a day on
which banking institutions in the City of New York are authorized
by law to close, unless otherwise provided in a supplemental
indenture relating to a series of Securities, payment of interest
or principal and premium, if any, may be made on the next
succeeding Business Day with the same force and effect as if made
on the date of maturity or the date fixed for redemption and no
interest shall accrue for the period after such date.

          SECTION 15.04.     Notices and Demands on Company and
Trustee.   Any notice, request or demand which by any provision
of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities on the Company
shall be in writing and shall be deemed to have been sufficiently
given or served, for all purposes, if given or served at, or sent
by registered mail to, the principal office of the Company (until
another address is filed in writing by the Company with the
Trustee).  Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be in writing and
shall be deemed to have been sufficiently given or made, for all
purposes, if given or made at, or sent by registered mail to, the
office of the Trustee located at 101 Barclay Street, New York,
New York 10286, Attention: Corporate Trust Administration, or at
any other address previously furnished in writing to the Company
by the Trustee.  Any notice required or permitted to be mailed to
a Securityholder by the Company or the Trustee pursuant to the
provisions of this Indenture shall be in writing and shall be
deemed to be properly mailed by being deposited, first class mail
postage prepaid, in a post office letter box in the United States
addressed to such Securityholder at the address of such holder as
shown on the Security Register.

          SECTION 15.05.     Law of New York to Govern.   This
Indenture and each Security shall be deemed to be a contract made
under the law of the State of New York, and for all purposes
shall be construed in accordance with the law of said State.

          SECTION 15.06.     Officers' Certificates and Opinions
of Counsel; Statements to Be Contained Therein.  Upon any
application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent provided for in this Indenture
relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent have been complied with, except
that in the case of any such application or demand as to which
the furnishing of such documents is specifically required by any
provision of this Indenture relative to such particular
application or demand, no additional certificate or opinion need
be furnished.

          Each certificate or opinion provided for in this
Indenture, and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this
Indenture, shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition
and the definitions herein relating thereto; (2) a brief
statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in
the opinion of such person, 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;

<PAGE>

                              -50-

and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

          SECTION 15.07.     Conflict of any Provision of
Indenture with Trust Indenture Act.  If and to the extent that
any provision of this Indenture (or any provision of the terms of
a series of Securities) limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which
is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act, the provision or
requirement of the Trust Indenture Act shall control.

          SECTION 15.08.     Counterparts.  This Indenture may be
executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.

          SECTION 15.09.     Severability.  If any provision of
this Indenture shall be held or deemed to be or shall, in fact,
be inoperative or unenforceable as applied in any particular case
in any jurisdiction or jurisdictions or in all jurisdictions, or
in all cases because it conflicts with any other provision or
provisions hereof or any constitution or statute or rule of
public policy or for any other reason, such circumstances shall
not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance,
or of rendering any other provision or provisions herein
contained invalid, inoperative, or unenforceable to any extent
whatever.


<PAGE>

                              -51-

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

                          KANSAS CITY POWER & LIGHT COMPANY

                          By /s/Andrea F. Bielsker
                             Name:   Andrea F. Bielsker
			     Title:  Vice President-Finance,
                                     Chief Financial Officer and
				     Treasurer


[CORPORATE SEAL]

ATTEST:

/s/Jeanie Sell Latz
Name:   Jeanie Sell Latz
Title:  Secretary


                          THE BANK OF NEW YORK,
                              Trustee

                          By /s/Robert A. Massimillo
                             Name:   Robert A. Massimillo
			     Title:  Vice President


<PAGE>

                              -52-


STATE OF MISSOURI    )
                     ) ss.
COUNTY OF JACKSON    )

On the day of February, 2002 before me personally came Andrea F. Bielsker,
to me known, who, being by me duly sworn, did depose and say that she
is a Vice President of KANSAS CITY POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above instrument; that
she knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by like
authority.

[NOTORIAL SEAL]

                    /s/Jacquetta L. Hartman
                    Notary Public

		    Jacquetta L. Hartman
		    Notary Pulbic - Notary Seal
                    STATE OF MISSOURI
                    RAY COUNTY
                    MY COMMISSION EXP APR 8, 2004

<PAGE>

                              -53-


STATE OF MISSOURI    )
                     ) ss.
COUNTY OF JACKSON    )

On the day of February, 2002 before me personally came Jeanie Sell Latz,
to me known, who, being by me duly sworn, did depose and say that she
is a Secretary of KANSAS CITY POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above instrument;
that she knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by like
authority.

[NOTORIAL SEAL]

                    /s/Jacquetta L. Hartman
                    Notary Public

		    Jacquetta L. Hartman
		    Notary Pulbic - Notary Seal
                    STATE OF MISSOURI
                    RAY COUNTY
                    MY COMMISSION EXP APR 8, 2004