Exhibit 4.3




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                            INGERSOLL-RAND COMPANY
                                      and
                             ___________________,
                                    Trustee
                             ____________________
                                   INDENTURE
                            Dated as of ____, 2000
                             ____________________
                         Subordinated Debt Securities

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


<PAGE>

          Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of _____, 2000.

Trust Indenture
  Act Section                                          Indenture Section

Section 310(a)(1)                                             6.9
    (a)(2)                                                    6.9
    (a)(3)                                                    Not Applicable
    (a)(4)                                                    Not Applicable
    (b)                                                       6.8
                                                              6.10
Section 311(a)                                                6.13
    (b)                                                       6.13
                                                              7.3(a)

Section 312(a)                                                7.1
                                                              7.2(a)
    (b)                                                       7.2(b)
    (c)                                                       7.2(c)
Section 313(a)                                                7.3(a)
    (b)(1)                                                    Not Applicable
    (b)(2)                                                    Not Applicable
    (c)                                                       7.3(a),
    (d)                                                       7.3(b)
Section 314(a)                                                7.4
    (b)                                                       Not Applicable
    (c)(1)                                                    1.2
    (c)(2)                                                    1.2
    (c)(3)                                                    Not Applicable
    (d)                                                       Not Applicable
    (e)                                                       1.2
Section 315(a)                                                6.1(1)
    (b)                                                       6.2

    (c)                                                       6.1(2)
    (d)                                                       6.1(3)
    (d)(1)                                                    6.1(1)(a)
    (d)(2)                                                    6.1(3)(b)
    (d)(3)                                                    6.1(3)(c)
    (e)                                                       5.14
Section 316(a)(1)(A)                                          5.2
                                                              5.12
    (a)(1)(B)                                                 5.13
    (a)(2)                                                    Not Applicable
    (b)                                                       5.8

046820-0115-02143-NY02.2010786.3       i

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Section 317(a)(1)                                             5.3
    (a)(2)                                                    5.4
    (b)                                                       10.3
Section 318(a)                                                1.7

------
  NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to
                          be a part of the Indenture.







































046820-0115-02143-NY02.2010786.3      ii

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                               TABLE OF CONTENTS
                                                                          Page

                                   ARTICLE I
                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

SECTION  1.1   Definitions. . . . . . . . . . . . . . . . . . . . . . . .    1
SECTION  1.2   Compliance Certificates and Opinions.  . . . . . . . . . .   10
SECTION  1.3   Form of Documents Delivered to Trustee.  . . . . . . . . .   10
SECTION  1.4   Acts of Holders. . . . . . . . . . . . . . . . . . . . . .   11
SECTION  1.5   Notices, Etc., to Trustee and Company  . . . . . . . . . .   12
SECTION  1.6   Notice to Holders; Waiver. . . . . . . . . . . . . . . . .   12
SECTION  1.7   Conflict with Trust Indenture Act. . . . . . . . . . . . .   13
SECTION  1.8   Effect of Headings and Table of Contents.  . . . . . . . .   13
SECTION  1.9   Successors and Assigns.  . . . . . . . . . . . . . . . . .   13
SECTION  1.10  Separability Clause. . . . . . . . . . . . . . . . . . . .   13
SECTION  1.11  Benefits of Indenture  . . . . . . . . . . . . . . . . . .   14
SECTION  1.12  Governing Law. . . . . . . . . . . . . . . . . . . . . . .   14
SECTION  1.13  Legal Holidays.  . . . . . . . . . . . . . . . . . . . . .   14
SECTION  1.14  Incorporators, Stockholders, Officers and Directors of the
                 Company Exempt from Individual Liability.  . . . . . . .   14
SECTION  1.15  Counterparts.  . . . . . . . . . . . . . . . . . . . . . .   15
SECTION  1.16  Currency Exchange. . . . . . . . . . . . . . . . . . . . .   15

                                  ARTICLE II
                                SECURITY FORMS

SECTION  2.1   Forms Generally. . . . . . . . . . . . . . . . . . . . . .   15
SECTION  2.2   Form of Face of Security.  . . . . . . . . . . . . . . . .   15
SECTION  2.3   Form of Reverse of Security. . . . . . . . . . . . . . . .   18
SECTION  2.4   Form of Trustee's Certificate of Authentication. . . . . .   24
SECTION  2.5   Securities in Global Form. . . . . . . . . . . . . . . . .   24

                                  ARTICLE III
                                THE SECURITIES

SECTION  3.1   Amount Unlimited; Issuable in Series.  . . . . . . . . . .   25
SECTION  3.2   Denominations  . . . . . . . . . . . . . . . . . . . . . .   27
SECTION  3.3   Execution, Authentication, Delivery and Dating.  . . . . .   27
SECTION  3.4   Temporary Securities.  . . . . . . . . . . . . . . . . . .   29
SECTION  3.5   Registration, Registration of Transfer and Exchange. . . .   32
SECTION  3.6   Mutilated, Destroyed, Lost and Stolen Securities.  . . . .   33
SECTION  3.7   Payment of Interest; Interest Rights Preserved.  . . . . .   34
SECTION  3.8   Persons Deemed Owners. . . . . . . . . . . . . . . . . . .   35
SECTION  3.9   Cancellation.  . . . . . . . . . . . . . . . . . . . . . .   35
SECTION  3.10  Computation of Interest. . . . . . . . . . . . . . . . . .   36
SECTION  3.11  Deferrals of Interest Payment Dates. . . . . . . . . . . .   36

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SECTION  3.12  Shortening or Extension of Stated Maturity.  . . . . . . .   36
SECTION  3.13  CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . .   36

                                  ARTICLE IV
                          SATISFACTION AND DISCHARGE

SECTION  4.1   Satisfaction and Discharge of Indenture. . . . . . . . . .   36
SECTION  4.2   Application of Trust Money.  . . . . . . . . . . . . . . .   38
SECTION  4.3   Satisfaction, Discharge and Defeasance of Securities of any
                 Series.  . . . . . . . . . . . . . . . . . . . . . . . .   39
SECTION  4.4   Effect on Subordination Provisions.  . . . . . . . . . . .   41

                                   ARTICLE V
                                   REMEDIES

SECTION  5.1   Events of Default. . . . . . . . . . . . . . . . . . . . .   42
SECTION  5.2   Acceleration of Maturity; Rescission and Annulment.  . . .   43
SECTION  5.3   Collection of Indebtedness and Suits for Enforcement by
                 Trustee. . . . . . . . . . . . . . . . . . . . . . . . .   45
SECTION  5.4   Trustee May File Proofs of Claim.  . . . . . . . . . . . .   46
SECTION  5.5   Trustee May Enforce Claims Without Possession of Securities. 47
SECTION  5.6   Application of Money Collected.  . . . . . . . . . . . . .   47
SECTION  5.7   Limitation on Suits. . . . . . . . . . . . . . . . . . . .   48
SECTION  5.8   Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.  . . . . . . . . . . . . . . . . .   49
SECTION  5.9   Restoration of Rights and Remedies.  . . . . . . . . . . .   49
SECTION  5.10  Rights and Remedies Cumulative.  . . . . . . . . . . . . .   50
SECTION  5.11  Delay or Omission Not Waiver.  . . . . . . . . . . . . . .   50
SECTION  5.12  Control by Holders.  . . . . . . . . . . . . . . . . . . .   50
SECTION  5.13  Waiver of Past Defaults. . . . . . . . . . . . . . . . . .   51
SECTION  5.14  Undertaking for Costs. . . . . . . . . . . . . . . . . . .   51

                                  ARTICLE VI
                                  THE TRUSTEE

SECTION  6.1   Certain Duties and Responsibilities. . . . . . . . . . . .   52
SECTION  6.2   Notice of Defaults.  . . . . . . . . . . . . . . . . . . .   53
SECTION  6.3   Certain Rights of Trustee. . . . . . . . . . . . . . . . .   53
SECTION  6.4   Not Responsible for Recitals or Issuance of Securities.  .   55
SECTION  6.5   May Hold Securities.   . . . . . . . . . . . . . . . . . .   55
SECTION  6.6   Money Held in Trust. . . . . . . . . . . . . . . . . . . .   56
SECTION  6.7   Compensation and Reimbursement.  . . . . . . . . . . . . .   56
SECTION  6.8   Disqualification; Conflicting Interests. . . . . . . . . .   57
SECTION  6.9   Corporate Trustee Required; Eligibility. . . . . . . . . .   57
SECTION  6.10  Resignation and Removal; Appointment of Successor. . . . .   57
SECTION  6.11  Acceptance of Appointment by Successor.  . . . . . . . . .   59

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SECTION  6.12  Merger, Conversion, Consolidation or Succession
                 to Business. . . . . . . . . . . . . . . . . . . . . . .   61
SECTION  6.13  Preferential Collection of Claims Against Company. . . . .   61
SECTION  6.14  Authenticating Agents. . . . . . . . . . . . . . . . . . .   61

                                  ARTICLE VII
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION  7.1   Company to Furnish Trustee Names and Addresses of Holders.   63
SECTION  7.2   Preservation of Information; Communications to Holders.  .   64
SECTION  7.3   Reports by Trustee.  . . . . . . . . . . . . . . . . . . .   65
SECTION  7.4   Reports by Company.  . . . . . . . . . . . . . . . . . . .   66

                                 ARTICLE VIII
               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION  8.1   Company May Consolidate, Etc., on Certain Terms. . . . . .   67
SECTION  8.2   [Intentionally Omitted]  . . . . . . . . . . . . . . . . .   68
SECTION  8.3   Successor Corporation to be Substituted. . . . . . . . . .   68
SECTION  8.4   Opinion of Counsel to be Given Trustee.  . . . . . . . . .   68

                                  ARTICLE IX
                            SUPPLEMENTAL INDENTURES

SECTION  9.1   Supplemental Indentures without Consent of Holders.  . . .   69
SECTION  9.2   Supplemental Indentures with Consent of Holders. . . . . .   70
SECTION  9.3   Execution of Supplemental Indentures.  . . . . . . . . . .   72
SECTION  9.4   Effect of Supplemental Indentures. . . . . . . . . . . . .   72
SECTION  9.5   Conformity with Trust Indenture Act. . . . . . . . . . . .   72
SECTION  9.6   Reference in Securities to Supplemental Indentures.  . . .   72
SECTION  9.7   Effect on Senior Indebtedness. . . . . . . . . . . . . . .   73

                                   ARTICLE X
                                   COVENANTS

SECTION  10.1  Payment of Principal, Premium and Interest.  . . . . . . .   73
SECTION  10.2  Maintenance of Office or Agency. . . . . . . . . . . . . .   73
SECTION  10.3  Money for Securities Payments to Be Held in Trust. . . . .   74
SECTION  10.4  [Intentionally Omitted.] . . . . . . . . . . . . . . . . .   75
SECTION  10.5  [Intentionally Omitted.] . . . . . . . . . . . . . . . . .   75
SECTION  10.6  Defeasance of Certain Obligations. . . . . . . . . . . . .   75
SECTION  10.7  Statement by Officers as to Default. . . . . . . . . . . .   77
SECTION  10.8  Waiver of Certain Covenants. . . . . . . . . . . . . . . .   77
SECTION  10.9  [Intentionally Omitted]. . . . . . . . . . . . . . . . . .   77
SECTION  10.10 Limitation On Dividends In Trust-Related Transactions. . .   77
SECTION  10.11 Payment of Trust Costs and Expenses. . . . . . . . . . . .   78

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SECTION  10.12 Additional Covenants.  . . . . . . . . . . . . . . . . . .   79
SECTION  10.13 Calculation of Original Issue Discount.  . . . . . . . . .   79

                                  ARTICLE XI
                           REDEMPTION OF SECURITIES

SECTION  11.1  Applicability of Article.  . . . . . . . . . . . . . . . .   79
SECTION  11.2  Election to Redeem; Notice to Trustee. . . . . . . . . . .   80
SECTION  11.3  Selection by Trustee of Securities to Be Redeemed. . . . .   80
SECTION  11.4  Notice of Redemption.  . . . . . . . . . . . . . . . . . .   81
SECTION  11.5  Deposit of Redemption Price. . . . . . . . . . . . . . . .   81
SECTION  11.6  Securities Payable on Redemption Date. . . . . . . . . . .   82
SECTION  11.7  Securities Redeemed in Part. . . . . . . . . . . . . . . .   82
SECTION  11.8  Right of Redemption of Securities Initially Issued
               to a Trust . . . . . . . . . . . . . . . . . . . . . . . .   82

                                  ARTICLE XII
                                 SINKING FUNDS

SECTION  12.1  Applicability of Article.  . . . . . . . . . . . . . . . .   83
SECTION  12.2  Satisfaction of Sinking Fund Payments with Securities. . .   83
SECTION  12.3  Redemption of Securities for Sinking Fund. . . . . . . . .   83

                                 ARTICLE XIII
                          SUBORDINATION OF SECURITIES

SECTION  13.1  Agreement to Subordinate.  . . . . . . . . . . . . . . . .   85
SECTION  13.2  Payment Over of Proceeds upon Dissolution, etc.  . . . . .   85
SECTION  13.3  No Payment on Securities in Event of Default on Senior
                 Indebtedness.  . . . . . . . . . . . . . . . . . . . . .   87
SECTION  13.4  Trustee's Relation to Senior Indebtedness. . . . . . . . .   87
SECTION  13.5  Subrogation to Rights of Holders of Senior Indebtedness. .   88
SECTION  13.6  Provisions Solely To Define Relative Rights. . . . . . . .   88
SECTION  13.7  Trustee To Effectuate Subordination. . . . . . . . . . . .   89
SECTION  13.8  No Waiver of Subordination Provisions. . . . . . . . . . .   89
SECTION  13.9  Notices to Trustee.  . . . . . . . . . . . . . . . . . . .   90
SECTION  13.10 Reliance on Judicial Order or Certificate of Liquidating
                 Agent. . . . . . . . . . . . . . . . . . . . . . . . . .   91
SECTION  13.11 Rights of Trustee as a Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights.  . . . . . . . . . . .   91
SECTION  13.12  Article Applicable to Paying Agents.  . . . . . . . . . .   92
SECTION  13.13  No Suspension of Remedies.  . . . . . . . . . . . . . . .   92
SECTION  13.14  Other Subordination Provisions.   . . . . . . . . . . . .   92





046820-0115-02143-NY02.2010786.3      vii

<PAGE>

                 INDENTURE, dated as of _____, 2000, between INGERSOLL-RAND
COMPANY, a corporation duly organized and existing under the laws of the
State of New Jersey (herein called the "Company"), having its principal
office at 200 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, and
____________________, a ________ banking corporation, as Trustee (herein
called the "Trustee").

                            RECITALS OF THE COMPANY

                 The Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its
unsecured subordinated debentures, notes or other evidences of indebtedness
(herein called the "Securities"), to be issued in one or more series as in
this Indenture provided, including, without limitation, Securities issued from
time to time by the Company in exchange for preferred beneficial ownership
interests (the "Preferred Securities") in one or more business trusts (each a
"Trust," and, collectively, the "Trusts") and common beneficial ownership
interests in such Trusts (the "Common Securities" and, collectively with the
Preferred Securities, the "Trust Securities").

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS

                            OF GENERAL APPLICATION

                SECTION  1.1  Definitions.

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

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


                                  1

<PAGE>

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

                (3)   all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly provided,
the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation; and

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

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

                 "Act", when used with respect to any Holder, has the meaning
         specified in Section 1.4.

                 "Administrative Trustee" means, in respect of any Trust,
         each Person identified as an "Administrative Trustee" in the related
         Trust Agreement, solely in such Person's capacity as Administrative
         Trustee of such Trust under such Trust Agreement and not in such
         Person's individual capacity, or any successor administrative trustee
         appointed as therein provided.

                 "Affiliate" of any specified person means any other person
         directly or indirectly controlling or controlled by or under direct
         or indirect common control with such specified person; provided,
         however, no Trust to which Securities have been issued shall be
         deemed to be an Affiliate of the Company.  For the purposes of this
         definition, "control" when used with respect to any specified person
         means the power to direct the management and policies of such person,
         directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise; and the terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                 "Authenticating Agent" means any person authorized to
         authenticate and deliver Securities on behalf of the Trustee pursuant
         to Section 6.14.

                 "Board of Directors" means either the Board of Directors of
         the Company or an executive committee of such Board or any other duly


                                       2

<PAGE>

         authorized committee of that Board to which the powers of that Board
         have been lawfully delegated.

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

                 "Business Day", when used with respect to any Place of
         Payment, means each day which is not (i) a day on which banking
         institutions in that Place of Payment are authorized or obligated by
         law to close or (ii) with respect to the Securities of a series
         initially issued to a Trust, a day on which the principal corporate
         trust office of the Property Trustee under the related Trust
         Agreement, is closed for business.

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

                 "Common Securities" has the meaning specified in the first
         recital of this Indenture.

                 "Common Stock" means the common stock, par value $2 per
         share, of the Company.

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

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

                 "Corporate Trust Office" means the principal office of the
         Trustee in the Borough of Manhattan, City and State of New York, at
         which at any particular time its corporate trust business shall be
         administered, which at the date of this Indenture is

                                       3

<PAGE>

         _________________________________, New York, New York _____,
         Attention:  Corporate Trust Trustee Administration.

                 "Defaulted Interest" has the meaning specified in Section
         3.7.

                 "Designated Senior Indebtedness", in respect of a particular
         series of Securities, shall have the meaning set forth in the
         supplemental indenture, Board Resolution or Officers' Certificate
         pursuant to Section 3.1 establishing such series of Securities.

                 "Discharged" has the meaning specified in Section 4.2.

                 "Distributions," with respect to the Trust Securities issued
         by a Trust, means amounts payable in respect of such Trust Securities
         as provided in the related Trust Agreement and referred to therein as
         "Distributions."

                 "Event of Default" unless otherwise specified in the
         supplemental indenture, Board Resolution or Officers' Certificate
         establishing a series of Securities, has the meaning specified in
         Section 5.1.

                 "Global Security" means a Security evidencing all or part of
         a series of Securities, including, without limitation, any temporary
         or permanent Global Securities.

                 "Guarantee", with respect to the Trust Securities issued by
         a Trust, means the guarantee by the Company of Distributions on such
         Trust Securities to the extent provided in the Guarantee Agreement.

                 "Guarantee Agreement", with respect to the Trust Securities
         issued by a Trust, means the Guarantee Agreement substantially in the
         form attached hereto as Annex C, or substantially in such form as may
         be specified as contemplated by Section 3.1 with respect to the
         Securities of any series, in each case as amended from time to time.

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

                 "Indenture" means this instrument as originally executed or
         as it may from time to time be supplemented or amended by one or more
         indentures supplemental hereto entered into pursuant to the
         applicable provisions hereof and shall include the terms of
         particular series of Securities established as contemplated by
         Section 3.1.

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<PAGE>

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

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

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

                 "Officers' Certificate" means a certificate signed by the
         chairman of the board of directors, the vice chairman of the board of
         directors, the president or a vice president, and by the treasurer,
         an assistant treasurer, the secretary or an assistant secretary, of
         the Company, and delivered to the Trustee. Each such certificate
         shall include the statements provided for in Section 1.2 if and to
         the extent required by this Indenture.

                 "Opinion of Counsel" means a written opinion of counsel, who
         may be an employee of or regular counsel for the Company, or may be
         other counsel satisfactory to the Trustee. Each such opinion shall
         include the statements provided for in Section 1.2 if and to the
         extent required by this Indenture.

                 "Original Issue Discount Security" means any Security which
         provides for an amount less than the principal amount thereof to be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.2.

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

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

                              (ii)    Securities, or portions thereof, for
                 whose payment or redemption money in the necessary amount
                 has been theretofore deposited with the Trustee or any
                 Paying Agent (other than the Company) in trust or set aside
                 and segregated in trust by the Company (if the Company shall
                 act as its own Paying Agent) for the Holders of such

                                       5

<PAGE>

                 Securities; provided that, if such Securities are to be
                 redeemed, notice of such redemption has been duly given
                 pursuant to this Indenture or provision therefor
                 satisfactory to the Trustee has been made; and

                              (iii)   Securities which have been paid
                 pursuant to Section 3.6 or in exchange for or in lieu of
                 which other Securities have been authenticated and delivered
                 pursuant to this Indenture, other than any such Securities
                 in respect of which there shall have been presented to the
                 Trustee proof satisfactory to it that such Securities are
                 held by a bona fide purchaser in whose hands such Securities
                 are valid obligations of the Company;

         provided, however, that in determining whether the Holders of the
         requisite principal amount of the Outstanding Securities have given
         any request, demand, authorization, direction, notice, consent or
         waiver hereunder, (a) the principal amount of an Original Issue
         Discount Security that shall be deemed to be Outstanding for such
         purposes shall be the amount of the principal thereof that would be
         due and payable as of the date of such determination upon a
         declaration of acceleration of the maturity thereof pursuant to
         Section 5.2, and (b) Securities owned by the Company or any other
         obligor upon the Securities or any Affiliate of the Company or of
         such other obligor shall be disregarded and deemed not to be
         Outstanding, except that in determining whether the Trustee shall be
         protected in relying upon any such request, demand, authorization,
         direction, notice, consent or waiver, only Securities which a
         Responsible Officer of the Trustee actually knows to be so owned
         shall be so disregarded.  Securities so owned as described in (b)
         above which have been pledged in good faith may be regarded as
         Outstanding if the pledge establishes to the satisfaction of the
         Trustee the pledgee's right so to act with respect to such Securities
         and that the pledges is not the Company or any other obligor upon the
         Securities or any Affiliate of the Company or of such other obligor.

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

                 "Place of Payment", when used with respect to the Securities
         of any series, means the place or places where the principal of (and
         premium, if any) and interest, if any, on the Securities of that
         series are payable as specified in or as contemplated by Section 3.1.



                                       6

<PAGE>

                 "Predecessor Security" of any particular Security means
         every previous Security evidencing all or a portion of the same debt
         as that evidenced by such particular Security; and, for the purposes
         of this definition, any Security authenticated and delivered under
         Section 3.6 in exchange for or in lieu of a mutilated, destroyed,
         lost or stolen Security shall be deemed to evidence the same debt as
         the mutilated, destroyed, lost or stolen Security.

                 "Preferred Securities" has the meaning specified in the
         first recital of this Indenture.

                 "Property Trustee" means, in respect of any Trust, the
         commercial bank or trust company identified as the "Property Trustee"
         in the related Trust Agreement, solely in its capacity as Property
         Trustee of such Trust under such Trust Agreement and not in its
         individual capacity, or its successor in interest in such capacity,
         or any successor property trustee appointed as therein provided.

                 "Redemption Date", when used with respect to any Security to
         be redeemed, means the date fixed for such redemption by or pursuant
         to this Indenture.

                 "Redemption Price", when used with respect to any Security
         to be redeemed, means the price at which it is to be redeemed
         pursuant to this Indenture, exclusive of accrued and unpaid interest.

                 "Regular Record Date" for the interest payable on any
         Interest Payment Date on the Securities of any series means the date
         specified for that purpose as contemplated by Section 3.1.

                 "Responsible Officer", shall mean, when used with respect to
         the Trustee, 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 and who shall have direct responsibility for
         the administration of this Indenture.

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



                                       7

<PAGE>

                 "Security Register" and "Security Registrar" have the
         respective meanings specified in Section 3.5.

                 "Senior Indebtedness", in respect of a particular series of
         Securities, shall have the meaning set forth in the supplemental
         indenture, Board Resolution or Officers' Certificate pursuant to
         Section 3.1 establishing such series of Securities.

                 "Senior Representative", in respect of a particular series
         of Securities, shall have the meaning set forth in the supplemental
         indenture, Board Resolution or Officers' Certificate pursuant to
         Section 3.1 establishing such series of Securities.

                 "Special Record Date" for the payment of any Defaulted
         Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

                 "Subsidiary" means any corporation of which at least a
         majority of the outstanding stock having voting power under ordinary
         circumstances to elect a majority of the board of directors of said
         corporation shall at the time be owned by the Company or by the
         Company and one or more Subsidiaries or by one or more Subsidiaries.

                 "Tax Event" with respect to a Trust means, except as
         otherwise set forth in the supplemental indenture, Board Resolution
         or Officers' Certificate establishing the terms of a series of
         Securities, the receipt by such Trust of an Opinion of Counsel (as
         defined in the relevant Trust Agreement) experienced in such matters
         to the effect that, as a result of any amendment to, or change
         (including any announced proposed change) in, the laws (or any
         regulations thereunder) of the United States or any political
         subdivision or taxing authority thereof or therein, or as a result of
         any official administrative pronouncement or judicial decision
         interpreting or applying such laws or regulations, which amendment or
         change is effective, or which proposed change, pronouncement or
         decision is announced, on or after the date of issuance of the
         Preferred Securities of such Trust, there is more than an
         insubstantial risk that (i) such Trust is, or will be within 90 days
         of the date of such Opinion of Counsel, subject to United States
         federal income tax with respect to income received or accrued on the
         corresponding series of Securities issued by the Company to such

                                       8

<PAGE>

         Trust, (ii) interest payable by the Company on such corresponding
         series of Securities is not, or within 90 days of the date of such
         Opinion of Counsel, will not be, deductible by the Company, in whole
         or in part, for United States federal income tax purposes or (iii)
         such Trust is, or will be within 90 days of the date of such Opinion
         of Counsel, subject to more than a de minimis amount of other taxes,
         duties or other governmental charges.

                 "Trust" has the meaning specified in the first recital of
         this Indenture.

                 "Trust Agreement", with respect to a Trust, means a Trust
         Agreement substantially in the form attached hereto as Annex A, as
         amended by the form of Amended and Restated Trust Agreement
         substantially in the form attached hereto as Annex B, or
         substantially in such form as may be specified as contemplated by
         Section 3.1 with respect to the Securities of any series, in each
         case as amended from time to time.

                 "Trust Indenture Act" means the Trust Indenture Act of 1939
         as in force at the date as of which this instrument was executed,
         except as provided in Section 9.5.

                 "Trust Securities" has the meaning specified in the first
         recital of this Indenture.

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

                 "U.S. Depositary" means a clearing agency registered under
         the Securities Exchange Act of 1934, as amended, or any successor
         thereto, which shall in either case be designated by the Company
         pursuant to Section 3.1, until a successor U.S. Depositary shall have
         become such pursuant to the applicable provisions of this Indenture,
         and thereafter "U.S. Depositary" shall mean or include each Person
         who is then a U.S. Depositary hereunder, and if at any time there is
         more than one such Person, "U.S. Depositary" as used with respect to
         the Securities of any series shall mean the U.S. Depositary with
         respect to the Securities of that series.


                                       9

<PAGE>

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

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

                SECTION  1.2   Compliance Certificates and Opinions.

                 Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, 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, if any,
have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

                SECTION  1.3  Form of Documents Delivered to Trustee.


                                      10

<PAGE>

                 In any case where several matters are required to be
certified by, or covered by an opinion of, any specified person, it is not
necessary that all such matters be certified by, or covered by the opinion
of, only one such person, or that they be so certified or covered by only one
document, but one such person may certify or give an opinion with respect to
some matters and one or more other such persons as to other matters, and any
such person may certify or give an opinion as to such matters in one or
several documents.

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

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

                SECTION  1.4  Acts of Holders.

                      (a) Any request, demand, authorization, direction,
         notice, consent, waiver or other action provided by this Indenture to
         be given or taken by Holders may be embodied in and evidenced by one
         or more instruments of substantially similar tenor signed by such
         Holders in person or by agent duly appointed in writing; and, except
         as herein otherwise expressly provided, such action shall become
         effective when such instrument or instruments are delivered to the
         Trustee and, where it is hereby expressly required, to the Company.
         Such instrument or instruments (and the action embodied therein and
         evidenced thereby) are herein sometimes referred to as the "Act" of
         the Holders signing such instrument or instruments.  Proof of
         execution of any such instrument or of a writing appointing any such
         agent shall be sufficient for any purpose of this Indenture and
         (subject to Section 6.1) conclusive in favor of the Trustee and the
         Company, if made in the manner provided in this Section.



                                      11

<PAGE>

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

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

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

                SECTION  1.5   Notices, Etc., to Trustee and Company.

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

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

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

                SECTION  1.6   Notice to Holders; Waiver.


                                      12

<PAGE>

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

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

                SECTION  1.7   Conflict with Trust Indenture Act.

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

                SECTION  1.8   Effect of Headings and Table of Contents.

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

                SECTION  1.9  Successors and Assigns.

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

                SECTION  1.10  Separability Clause.

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

                                      13

<PAGE>

                SECTION  1.11  Benefits of Indenture.

                 Nothing in this Indenture or in the Securities, express or
implied, shall give to any person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness, the Holders and, to
the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2, the holders of Preferred Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                SECTION  1.12  Governing Law.

                 This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

                SECTION  1.13  Legal Holidays.

                 In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities) payment of interest, if any, or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date,
or at the Stated Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

                 SECTION  1.14  Incorporators, Stockholders, Officers
                                  and Directors of the Company Exempt
                                  from Individual Liability.

                 No recourse for the payment of the principal of (and
premium, if any) or interest, if any, on any Security, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, 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; it being expressly understood that all such liability is hereby
waived and released as a condition of and as a consideration for, the
execution of this Indenture and the issue of the Securities.


                                      14

<PAGE>

                SECTION  1.15  Counterparts.

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

                SECTION  1.16  Currency Exchange.

                 If, in determining whether the Holders of the requisite
principal amount of Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, it becomes necessary to
determine the principal amount of Securities of any series denominated in any
coin or currency other than that of the United States of America, such
principal amount shall be computed by converting such coin or currency into
coin or currency of the United States of America based upon the rate of
exchange in effect at the office of the Trustee in New York, New York on the
date of initial issuance of such series of Securities.

                                  ARTICLE II

                                SECURITY FORMS

                SECTION  2.1   Forms Generally.

                 The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

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

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

                SECTION  2.2   Form of Face of Security.


                                      15

<PAGE>

                 [If the Security is an Original Issue Discount Security,
insert -- FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____________%
OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ______________, 20__, [AND] THE
YIELD TO MATURITY IS ____% [, THE METHOD USED TO DETERMINE THE YIELD FOR THE
SHORT ACCRUAL PERIOD OF ________ , 20__ TO ________, 20__, IS _______ AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD IS
_______% OF THE PRINCIPAL AMOUNT OF THIS SECURITY].  [THIS SECURITY WAS
ISSUED WITHOUT A SHORT ACCRUAL PERIOD.]

                            INGERSOLL-RAND COMPANY

                            [Title of the Security]

No.                                                                $
                                                                    ----------
                                                       Cusip No.
                                                                 -------------
                 INGERSOLL-RAND COMPANY, a corporation duly organized and
existing under the laws of the State of New Jersey (herein called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________________________________________, or registered assigns, the
principal sum of _________________________ Dollars on __________  [If the
Security is to bear interest prior to Maturity, insert --, and to pay
interest thereon from ____________, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on
________________ and ______________ in each year, commencing ___________, at
the rate per annum provided in the title hereof, until the principal hereof
is paid or made available for payment [If applicable insert --, and, subject
to the terms of the Indenture, at the rate per annum provided in the title
hereof on any overdue principal and premium and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
instalment of interest].  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the __________ or _________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of

                                      16

<PAGE>

business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture].

                 [Interest, if any, shall be computed on the basis of a year
of twelve 30-day months.]

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

                 [In the case of Securities issued to a Trust, insert any
interest deferral or extension provisions and any additional covenants]

                 Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, in [coin or currency]; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the Security
Register.

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

                                      17

<PAGE>

attorney-in-fact for any and all such purposes. Each Holder hereof, by his
acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

                 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

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

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

[Seal]                                                  INGERSOLL-RAND COMPANY

                                   By

                                   By

                SECTION  2.3   Form of Reverse of Security.

                            INGERSOLL-RAND COMPANY

                            [Title of the Security]

                 This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of _____, 2000
(herein called the "Indenture"), between the Company and
____________________, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to _____________________.

                 All terms used in this Security that are defined in the
Indenture [if applicable, insert -or in the Amended and Restated Trust


                                      18

<PAGE>

Agreement, dated as of _______ __, 2000, as amended (the "Trust Agreement"),
for [Ingersoll-Rand Financing [II] [III],] among Ingersoll-Rand Company, as
Depositor, and the Trustees named therein, shall have the meanings assigned
to them in the Indenture [if applicable, insert -or the Trust Agreement, as
the case may be].

                 [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice by
mail to the Holders of such Securities at their addresses in the Security
Register for such series, [if applicable, insert -- (1) on ________________
in any year commencing with the year ____________ and ending with the year
_________________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[on or after ___________, 20__], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of
the principal amount):

                 If redeemed [on or before _______________, __%, and if
redeemed] during the 12-month period beginning ________________,



Year              Redemption            Year               Redemption
                     Price                                    Price




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

                 [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice by
mail to the Holders of such Securities at their addresses in the Security
Register for such series, (1) on         ____________________________ in any
year commencing with the year _________________ and ending with the year
________________ through operation of the sinking fund for this series at the

                                      19

<PAGE>

Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after ________________], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below:

                 If redeemed during the 12-month period beginning

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




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

                 [Notwithstanding the foregoing, the Company may not, prior
to __________________________, redeem any Securities of this series as
contemplated by [Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum. ]

                 [The sinking fund for this series provides for the
redemption on _________________________ in each year beginning with the year
______ and ending with the year _____ of [not less than]
_______________________[("mandatory sinking fund") and, at the option of the
Company, not more than             ___] aggregate principal amount of
Securities of this series.] [Securities of this series acquired or redeemed

                                      20

<PAGE>

by the Company otherwise than through [mandatory] sinking fund payments may
be credited against subsequent [mandatory] sinking fund payments otherwise
required to be made in the order in which they become due.]

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

                 [If applicable, insert -Upon the occurrence and during the
continuation of a Tax Event in respect of a Trust, the Company may, at its
option, at any time within ___ days of the occurrence of such Tax Event
redeem this Security, in whole but not in part, subject to the provisions of
Section 11.7 and the other provisions of Article XI of the Indenture, at a
redemption price equal to ____% of the principal amount thereof plus accrued
and unpaid interest to the Redemption Date.]

                 The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein.

                 [If the Security is not an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.]

                  [If the Security is an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of
this series (the "Acceleration Amount") may be declared due and payable in
the manner and with the effect provided in the Indenture.  In case of a
declaration of acceleration on or before ________, or on ________ in any
year, the Acceleration Amount per ________ principal amount at Stated
Maturity of the Securities shall be equal to the amount set forth in respect
of such date below:


                                            Acceleration
                                             Amount per
                                          Principal Amount
        Date of Declaration              at Stated Maturity


                                      21

<PAGE>

and in case of a declaration of acceleration on any other date, the
Acceleration Amount shall be equal to the Acceleration Amount as of the next
preceding date set forth in the table above, plus accrued original issue
discount (computed in accordance with generally accepted accounting
principles in effect on  _______________) from such next preceding date to
the date of declaration at the yield to maturity.  For the purpose of this
computation the yield to maturity is ___%.  Upon payment (i) of the
Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if
any, on the Securities of this series shall terminate.]

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

                 No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.



                                      22

<PAGE>

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

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

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

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

                 No recourse for the payment of the principal of (and
premium, if any) or interest, if any, on this Security, or for any claim
based hereon or otherwise in respect hereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto or in any Security, or because of the creation
of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, 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 being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.



                                      23

<PAGE>

                 This Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof.

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

                SECTION  2.4   Form of Trustee's Certificate of
Authentication.

Dated:

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

                                   ____________________,

                                     as Trustee


                                   By___________________________

                                     Authorized Signatory

                SECTION  2.5  Securities in Global Form.

                 If any Security of a series is issuable in global form, such
Global Security may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges.  Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee and in such manner as shall be specified in such
Global Security.  Any instructions by the Company with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply
with Section 1.2.

                 None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect


                                      24

<PAGE>

of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

                                  ARTICLE III

                                THE SECURITIES

                SECTION  3.1   Amount Unlimited; Issuable in Series.

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

                 The Securities may be issued in one or more series.  The
Securities shall be subordinated in right of payment to Senior Indebtedness
as set forth in Article XIII.  There shall be established in or pursuant to a
Board Resolution, 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:

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

                (2)   any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6, or 11.7);

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

                (4)   the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date for the interest payable on any Interest Payment
Date;

                (5)   the place or places where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable and where such Securities may be registered or transferred;

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


                                      25

<PAGE>

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

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

                (9)   if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2;

                (10)  if other than such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public or private debts, the coin or currency, including composite
currencies, in which payment of the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable;

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

                (12)  if the amount of payments of principal of (and premium,
if any) or interest, if any, on the Securities of the series may be
determined with reference to an index based on a coin or currency other than
that in which the Securities are stated to be payable, the manner in which
such amounts shall be determined;

                (13)  any provisions permitted by this Indenture relating to
Events of Default, covenants of the Company or subordination with respect to
such series of Securities;

                (14)  whether the Securities of the series will be
convertible into shares of Common Stock of the Company and/or exchangeable
for other securities, and if so, the terms and conditions upon which such
Securities will be so convertible or exchangeable, and any deletions from or
modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof;


                                      26

<PAGE>

                (15)  in the case of Securities issued to a Trust, the form
or forms of the Trust Agreement, Amended and Restated Trust Agreement and
Guarantee Agreement, if different from the forms attached hereto as Annexes
A, B and C, respectively, whether the provisions set forth in Section 10.10
shall be applicable to such series of Securities and whether provisions for
deferring interest payments by extending an interest payment date or dates
shall be applicable to such series of Securities;

                (16)  if 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 U.S. Depositary for such Global Security or Securities; the manner
in which and the circumstances under which Global Securities representing
Securities of the series may be exchanged for Securities in definitive form,
if other than, or in addition to, the manner and circumstances specified in
Section 3.7, and

                (17)  any other terms of the series and any deletions from or
modifications or additions to the Indenture in respect of such Securities.

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

                 If any of the terms of a series, including the form of
Security of such series, are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such series of Securities.

                SECTION  3.2   Denominations.

                 The Securities of each series shall be issuable in
registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.1.  In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.

                SECTION  3.3   Execution, Authentication, Delivery and
Dating.

                 The Securities shall be executed, manually or by facsimile,
on behalf of the Company by its Chairman of the Board, its Vice Chairman of

                                      27

<PAGE>

the Board, its President or one of its Vice Presidents and by its Treasurer
or one of its Assistant Treasurers or its Secretary or one of its Assistant
Secretaries, under its corporate seal reproduced thereon, by facsimile or
otherwise, and which need not be attested.

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

                 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities.  If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted
by Sections 2.1 and 3.1, in authenticating 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
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

                        (a) if the form of such Securities has been
         established by or pursuant to Board Resolution as permitted by
         Section 2.1, that such form has been established in conformity with
         the provisions of this Indenture;

                        (b) if the terms of such Securities have been
         established by or pursuant to Board Resolution as permitted by
         Section 3.1, that such terms have been established in conformity with
         the provisions of this Indenture; and

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

                        (d) that all laws and requirements in respect of the
         execution and delivery by the Company of such Securities have been
         complied with.


                                      28

<PAGE>

                 If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the Trustee, being
advised by counsel, determines that 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.

                 Each Security shall be dated the date of its authentication.

                 No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

                SECTION  3.4   Temporary Securities.

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

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

                 If the Company shall establish pursuant to Section 3.1 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

                                      29

<PAGE>

Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such series, authenticate and deliver one or more Global
Securities in temporary or permanent form 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 U.S. Depositary for
such Global Security or Securities or the nominee of such depositary, and
(iii) shall bear a legend substantially to the following effect:  "This
Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary, unless
and until this Security is exchanged in whole or in part for Securities in
definitive form" and such other legend as may be required by the U.S.
Depositary.

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

                 If at any time the U.S. Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to continue as
U.S. Depositary for the Securities of such series or if any time the U.S.
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint
a successor U.S. Depositary with respect to the Securities of such series.
If a successor U.S. 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 condition, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such series, 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 Securities
representing such series in exchange for such Global Security or Securities.

                 The Company may at any time and 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
Securities.  In such event, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive

                                      30

<PAGE>

Securities of such series, will authenticate and deliver, Securities of such
Series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.

                 If the Securities of any series shall have been issued in
the form of one or more Global Securities and if an Event of Default with
respect to the Securities of such series shall have occurred and be
continuing, the Company will promptly execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.

                 If specified by the Company pursuant to Section 3.1 with
respect to Securities of a series, the U.S. 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 charge:

                (1)   to each Person specified by the U.S. Depositary a new
registered Security or Securities of the same series, of an authorized
denomination as requested by such Person in an aggregate principal amount
equal to and in exchange for such Person's beneficial interest in the Global
Security; and

                (2)   to the U.S. 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.

                 Upon the exchange of a Global Security in whole for
Securities in definitive form, such Global Security shall be canceled by the
Trustee.  Securities issued in exchange for a Global Security shall be
registered in such names and in such authorized denominations as the U.S.
Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee.  The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.





                                      31

<PAGE>

                SECTION  3.5   Registration, Registration of Transfer and
Exchange.

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

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

                 At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency.  Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

                 All securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

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

                 No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 3.4, 9.6 or 11.7 not
involving any transfer.

                                      32

<PAGE>

                 The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.3 and ending at the close of business on the day of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                SECTION  3.6   Mutilated, Destroyed, Lost and Stolen
Securities.

                 If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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


                                      33

<PAGE>

                 The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

                SECTION  3.7   Payment of Interest; Interest Rights
Preserved.

                 Interest on  any Security which is payable, and is punctually
paid or duly provided for, on  any Interest Payment Date shall be paid to  the
person  in whose name that Security (or one or more Predecessor Securities) is
registered at  the  close of  business on  the Regular  Record  Date for  such
interest.

                 Any interest on  any Security of any series which is payable,
but is not punctually paid or  duly provided for, on any Interest Payment Date
(herein called "Defaulted  Interest") shall forthwith  cease to be payable  to
the Holder on the relevant  Regular Record Date by virtue of having  been such
Holder,  and  such  Defaulted Interest  may be  paid  by the  Company,  at its
election in each case, as provided in Clause (1) or (2) below:

                (1)   The Company may elect to make payment of any Defaulted
Interest to the persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner.  The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the persons entitled to such Defaulted
Interest as in this Clause provided.  Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at his address
as it appears in the Security Register, not less than 10 days prior to such
Special Record Date.  Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the persons in whose names the Securities

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<PAGE>

of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).

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

                 Any interest on any Security which is deferred or extended
pursuant to Section 3.11 shall not be Defaulted Interest for the purposes of
this Section 3.7.

                 Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                SECTION  3.8   Persons Deemed Owners.

                 Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.7) interest, if any, on such
Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

                SECTION  3.9   Cancellation.

                 All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled


                                      35

<PAGE>

Securities held by the Trustee shall be disposed of in accordance with the
Trustee's customary procedures.

                SECTION  3.10  Computation of Interest.

                 Except as otherwise specified as contemplated by Section 3.1
for Securities of any series, interest, if any, on the Securities of each
series shall be computed on the basis of a year of twelve 30-day months.

                SECTION  3.11   Deferrals of Interest Payment Dates.

                 In connection with any Securities issued to a Trust, the
supplemental indenture, Board Resolution or Officers' Certificate
establishing such Series shall set forth any provisions relating to deferral
of interest payment dates.

                SECTION  3.12  Shortening or Extension of Stated Maturity.

                 In connection with any Securities issued to a Trust, the
supplemental indenture, Board Resolution or Officers' Certificate
establishing such Series shall set forth any provisions relating to the right
of the Company to shorten the Stated Maturity of the Securities or extend the
Stated Maturity of the Securities.

                SECTION  3.13  CUSIP Numbers.

                 The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

                SECTION  4.1   Satisfaction and Discharge of Indenture.

                 This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer


                                      36

<PAGE>

or exchange of Securities herein expressly provided for), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                (1)   either

                              (A)  all Securities theretofore authenticated
                 and delivered (other than (i) Securities which have been
                 destroyed, lost or stolen and which have been replaced or
                 paid as provided in Section 3.6 and (ii) Securities for
                 whose payment money has theretofore been deposited in trust
                 or segregated and held in trust by the Company and
                 thereafter repaid to the Company or discharged from such
                 trust, as provided in Section 10.3) have been delivered to
                 the Trustee for cancellation; or

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

                              (i)    have become due and payable, or

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

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

                              (iv)   are deemed paid and discharged pursuant
                 to Section 4.3, as applicable,

         and the Company, in the case of (i), (ii) or (iii) above,
         has deposited or caused to be deposited with the Trustee as
         trust funds in trust for the purpose an amount of (a) money,
         or (b) in the case of (ii) or (iii) above and (except as
         provided in an indenture supplemental hereto) if no
         Securities of any series Outstanding are subject to
         repurchase at the option of Holders, (I) U.S. Government
         Obligations which through the payment of interest and
         principal in respect thereof in accordance with their terms
         will provide not later than one day before the Stated
         Maturity or Redemption Date, as the case may be, money in an
         amount, or (II) a combination of money or U.S. Government
         Obligations as provided in (I) above, in each case
         sufficient to pay and discharge the entire indebtedness on

                                      37

<PAGE>

         such Securities not theretofore delivered to the Trustee for
         cancellation, for principal (and premium, if any) and
         interest, if any, to the date of such deposit (in the case
         of Securities which have become due and payable) or to the
         Stated Maturity or Redemption Date, as the case may be;

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

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

                 Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7,
the obligations of the Company to any Authenticating Agent under Section 6.14
and, if money or U.S. Government Obligations shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (I) of this Section or if
money or U.S. Government Obligations shall have been deposited with or
received by the Trustee pursuant to Section 4.3, the provisions of Section
4.4, the obligations of the Trustee under Section 4.2 and the last paragraph
of Section 10.3 shall survive.

                SECTION  4.2   Application of Trust Money.

                      (a) Subject to the provisions of the last paragraph of
         Section 10.3, all money or U.S. Government Obligations deposited with
         the Trustee pursuant to Section 4.1, 4.3 or 10.6 and all money
         received by the Trustee in respect of U.S. Government Obligations
         deposited with the Trustee pursuant to Section 4.1, 4.3 or 10.6,
         shall be held in trust and applied by it, in accordance with the
         provisions of the Securities and this Indenture, to the payment,
         either directly or through any Paying Agent (including the Company
         acting as its own Paying Agent) as the Trustee may determine, to the
         persons entitled thereto, of the principal (and premium, if any) and
         interest, if any, for whose payment such money has been deposited
         with or received by the Trustee or to make mandatory sinking fund
         payments or analogous payments as contemplated by Section 4.1, 4.3 or
         10.6.

                      (b) The Company shall pay and shall indemnify the
         Trustee against any tax, fee or other charge imposed on or assessed
         against U.S. Government Obligations deposited pursuant to Section
         4.1, 4.3 or 10.6 or the interest and principal received in respect of
         such obligations other than any payable by or on behalf of Holders.

                                      38

<PAGE>

                      (c) The Trustee shall deliver or pay to the Company from
         time to time upon Company Request any U.S. Government Obligations or
         money held by it as provided in Section 4.1, 4.3 or 10.6 which, in
         the opinion of a nationally recognized firm of independent certified
         public accountants expressed in a written certification thereof
         delivered to the Trustee, are then in excess of the amount thereof
         which then would have been required to be deposited for the purpose
         for which such U.S. Government Obligations or money was deposited or
         received.  This provision shall not authorize the sale by the Trustee
         of any U.S. Government Obligations held under this Indenture.

                 SECTION  4.3   Satisfaction, Discharge and Defeasance of
                                   Securities of any Series.

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

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

                      (b) the Company's obligations with respect to such
         Securities of such series under Sections 3.5, 3.6, and 10.2 and, if
         the Company shall have irrevocably designated a Redemption Date
         pursuant to subparagraph (i) hereof, Sections 11.1, 11.4 and 11.6 as
         they apply to such Redemption Date;

                      (c) the Company's obligations with respect to the
         Trustee under Section 6.7;

                      (d) the rights, powers, trust and immunities of the
         Trustee hereunder and the duties of the Trustee under Section 4.2

                                      39

<PAGE>

         and, if the Company shall have irrevocably designated a Redemption
         Date pursuant to subparagraph (j) hereof, Article Eleven and the duty
         of the Trustee to authenticate Securities of such series on
         registration of transfer or exchange; and

                      (e) the provisions of Section 4.4;

provided that, the following conditions shall have been satisfied:

                      (f) the Company has deposited or caused to be
         irrevocably deposited (except as provided in Section 4.2(c) and the
         last paragraph of Section 10.3) with the Trustee as trust funds in
         trust, specifically pledged as security for, and dedicated solely to,
         the benefit of the Holders of the Securities of such series, (i)
         money in an amount, or (ii) (except as provided in a supplemental
         indenture with respect to such series) if Securities of such series
         are not subject to repurchase at the option of Holders, (A) U.S.
         Government Obligations which through the payment of interest and
         principal in respect thereof in accordance with their terms will
         provide not later than one day before the due date of any payment
         referred to in clause (x) or (y) of this subparagraph (f) money in an
         amount or (B) a combination thereof, sufficient, in the opinion of a
         nationally recognized firm of independent certified public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge (x) the principal of (and premium,
         if any) and each instalment of principal (and premium, if any) and
         interest, if any, on the Outstanding Securities of such series on the
         Stated Maturity of such principal or instalment of principal or
         interest or to and including the Redemption Date irrevocably
         designated by the Company pursuant to subparagraph (i) hereof and (y)
         any mandatory sinking fund payments applicable to the Securities of
         such series on the day on which such payments are due and payable in
         accordance with the terms of this Indenture and of the Securities of
         such series;

                      (g) the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that the taking of the actions referred to
         in subparagraph (f) hereof would not cause any Outstanding Securities
         of such series then listed on any national securities exchange to be
         delisted as a result thereof;

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

                                      40

<PAGE>

                      (i) the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling to the
         effect that Holders of the Securities of such series will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit, defeasance and discharge; and

                      (j)     if the Company has deposited or caused to be
         deposited money or U.S. Government Obligations to pay or discharge
         the principal of (and premium, if any) and interest, if any, on the
         Outstanding Securities of a series to and including a Redemption Date
         on which all of the Outstanding Securities of such series are to be
         redeemed, such Redemption Date shall be irrevocably designated by a
         Board Resolution delivered to the Trustee on or prior to the date of
         deposit of such money or U.S. Government Obligations, and such Board
         Resolution shall be accompanied by an irrevocable Company Request
         that the Trustee give notice of such redemption in the name and at
         the expense of the Company not less than 30 nor more than 60 days
         prior to such Redemption Date in accordance with Section 11.4.

                SECTION  4.4   Effect on Subordination Provisions.

                 Unless otherwise expressly provided pursuant to Section 3.1
with respect to the Securities of any series, the provisions for
subordination of the Securities set forth in Article XIII hereof are hereby
expressly made subject to the provisions for satisfaction and discharge set
forth in Section 4.1 hereof and the provisions for defeasance and covenant
defeasance set forth in Section 10.6 hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of such satisfaction and
discharge pursuant to Section 4.1 or any such defeasance or covenant
defeasance pursuant to Section 10.6 with respect to the Securities of any
series, such Securities shall thereupon cease to be so subordinated and such
Securities (and the monies and/or U.S. Government Obligations deposited in
respect thereof) shall no longer be subject to the provisions of Article XIII
hereof and, without limitation to the foregoing, all moneys, U.S. Government
Obligations and other securities or property deposited with the Trustee (or
other qualifying trustee) in trust in connection with such satisfaction and
discharge, defeasance or covenant defeasance, as the case may be, and all
proceeds therefrom may be applied to pay the principal of, premium, if any,
and interest, if any, on, the Securities of such series as and when the same
shall become due and payable notwithstanding the provisions of Article XIII.

                                   ARTICLE V

                                   REMEDIES


                                      41

<PAGE>

                SECTION  5.1   Events of Default.

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

                (1)   default in the payment of any interest upon any
Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days (subject, in the case of Securities
issued to a Trust, to any deferral of any interest payment date as set forth
in the supplemental indenture, Board Resolution or Officers' Certificate
establishing the terms of such series); or

                (2)   default in the payment of the principal of (or premium,
if any, on) any Security of that series at its Maturity; or

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

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

                (5)   the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable federal or
State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order for relief or

                                      42

<PAGE>

any such other decree or order unstayed and in effect for a period of 90
consecutive days; or

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

                (7)   any other Event of Default provided in the supplemental
indenture, Board Resolution or Officers' Certificate under which such series
of Securities is issued or in the form of Security for such series.

                SECTION  5.2   Acceleration of Maturity; Rescission and
Annulment.

                 If an Event of Default (other than an Event of Default
specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, in the case of the Securities of
a series issued to a Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series fail to declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount (as defined in the Trust
Agreement under which such Trust is formed) of the corresponding series of

                                      43

<PAGE>

Preferred Securities then outstanding shall have such right by written notice
to the Company and the Trustee, and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.  If an
Event of Default specified in Section 5.1(5) or 5.1(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount
of all the Securities of that series (or, if any Securities of that series
are Original Issue Discount Securities, such portion of the principal amount
of such Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

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

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

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

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

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

                             (D) all sums paid or advanced by the Trustee
                 hereunder and the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel;

and

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

                                      44

<PAGE>

5.13, provided that, in the case of Securities of a series held by a Trust,
if the Holders of at least a majority in principal amount of the Outstanding
Securities of that series fail to rescind and annul such declaration and its
consequences, the holders of a majority in aggregate Liquidation Amount (as
defined in the Trust Agreement under which such Trust is formed) of the
corresponding series of Preferred Securities then outstanding shall have such
right by written notice to the Company and the Trustee, subject to the
satisfaction of the conditions set forth in Clauses (1) and (2) above of this
Section 5.2.

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

                 For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions hereof,
then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount
Securities shall be deemed, for all purposes hereunder, to be such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the principal thereof as shall
be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute
payment in full of such Original Issue Discount Securities.

                 SECTION  5.3   Collection of Indebtedness and Suits for
                                   Enforcement by Trustee.

                 The Company covenants that if

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

                (2)   default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

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

                                      45

<PAGE>

                 If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express mist, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

                 If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.

                SECTION  5.4   Trustee May File Proofs of Claim.

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

                              (i)   to file and prove a claim for the whole
                 amount of principal (and premium, if any) and interest owing
                 and unpaid in respect of the Securities and to file such
                 other papers or documents as may be necessary or advisable
                 in order to have the claims of the Trustee (including any
                 claim for the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel) and of the Holders allowed in such judicial
                 proceeding, and

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



                                      46

<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.7.

                 Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                 SECTION  5.5   Trustee May Enforce Claims Without Possession
                                   of Securities.

                 All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

                SECTION  5.6   Application of Money Collected.

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

                 FIRST:  To the payment of all amounts due the Trustee under
         Section 6.7;

                 SECOND: To the payment of amounts then due and unpaid to the
         holders of Senior Indebtedness, to the extent required by Article
         XIII;

                 THIRD:  In case the principal of the Securities of such
         series in respect of which moneys have been collected shall not have
         become and be then due and payable, to the payment of interest, if

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         any, on the Securities of such series in default in the order of the
         maturity of the installments of such interest, with interest (to the
         extent that such interest has been collected by the Trustee and to
         the extent permitted by law) upon the overdue installments of
         interest at the rate prescribed therefor in such Securities, such
         payments to be made ratably to the persons entitled thereto, without
         discrimination or preference;

                 FOURTH: In case the principal of the Securities of such
         series in respect of which moneys have been collected shall have
         become and shall be then due and payable, to the payment of the whole
         amount then owing and unpaid upon all the Securities of such series
         for principal and interest, if any, with interest upon the overdue
         principal, and (to the extent that such interest has been collected
         by the Trustee and to the extent permitted by law) upon overdue
         installments of interest at the rate prescribed therefor in the
         Securities of such series; and in case such moneys shall be
         insufficient to pay in full the whole amount so due and unpaid upon
         the Securities of such series, then to the payment of such principal
         and interest, without preference or priority of principal over
         interest, or of interest over principal, or of any instalment of
         interest over any other instalment of interest, or of any Security of
         such series over any other Security of such series, ratably to the
         aggregate of such principal and accrued and unpaid interest; and

                 FIFTH:  To the payment of the remainder, if any, to the
         Company or any other person lawfully entitled thereto.

                SECTION  5.7   Limitation on Suits.

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

                (1)   such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of
that series;

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




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<PAGE>

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

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

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

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

                 SECTION  5.8   Unconditional Right of Holders to Receive
                                   Principal, Premium and Interest.

                 Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 3.7) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the
consent of such Holder.  In the case of Securities of a series held by a
Trust, any holder of the corresponding series of Preferred Securities held by
such Trust shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(1) or 5.1(2), to institute a suit directly against
the Company for enforcement of payment to such holder of principal of (or
premium, if any) and (subject to Section 3.7) interest on the Securities
having a principal amount equal to the aggregate Liquidation Amount (as
defined in the Trust Agreement under which such Trust is formed) of such
Preferred Securities of the corresponding series held by such holder.

                SECTION  5.9   Restoration of Rights and Remedies.

                 If the Trustee, any Holder or any holder of Preferred
Securities has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee, such Holder or such

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<PAGE>

holder of Preferred Securities, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee, the Holders and
such holders of Preferred Securities shall be restored severally and
respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee, the Holders and the holders of Preferred
Securities shall continue as though no such proceeding had been instituted.

                SECTION  5.10  Rights and Remedies Cumulative.

                 Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

                SECTION  5.11  Delay or Omission Not Waiver.

                 No delay or omission of the Trustee, any Holder of any
Securities or any holder of any Preferred Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the
Trustee or to the Holders and the right and remedy given to the holders of
Preferred Securities by Section 5.8 may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Preferred Securities, as the case may be.

                SECTION  5.12  Control by Holders.

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

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

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


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<PAGE>

                SECTION  5.13  Waiver of Past Defaults.

                 The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series and, in the case
of any Securities of a series issued to a Trust, the holders of a majority in
Liquidation Amount (as defined in the applicable Trust Agreement) of
Preferred Securities issued by such Trust may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default

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

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

                 Any such waiver shall be deemed to be on behalf of the
Holders of all the Securities of such series or, in the case of a waiver by
holders of Preferred Securities issued by such Trust, by all holders of
Preferred Securities issued by such Trust.

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

                SECTION  5.14  Undertaking for Costs.

                 All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken 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 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 the provisions of this Section
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest, if any, on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

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<PAGE>

                                  ARTICLE VI

                                  THE TRUSTEE

                SECTION  6.1   Certain Duties and Responsibilities.

                (1)   Except during the continuance of an Event of Default,

                       (a) the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture, and
         no implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                       (b) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon 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.

                (2)   in case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, 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.

                (3)   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 wilful misconduct, except that

                       (a) this Subsection shall not be construed to limit the
         effect of Subsection (1) of this Section;

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

                       (c) omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in
         principal amount of the Outstanding Securities of any series,
         determined as provided in Section 5.12, relating to the time, method
         and place of conducting any proceeding for any remedy available to

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<PAGE>

         the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Indenture with respect to the Securities of such
         series; and

                       (d) no provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties
         hereunder, or in the exercise of any of its rights or powers, if it
         shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk or liability is not
         reasonably assured to it.

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

                SECTION  6.2   Notice of Defaults.

                 Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series, as their names and
addresses appear in the Security Register, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of
the principal of (or premium, if any) or interest, if any, on any Security of
such series or in the payment of any sinking fund instalment with respect to
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 or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case
of any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Securities of such
series.

                SECTION  6.3   Certain Rights of Trustee.

                 Subject to the provisions of Section 6.1:

                      (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,

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<PAGE>

         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

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

                      (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or
         established prior to taking, suffering or omitting any action
         hereunder, the Trustee (unless other evidence be herein specifically
         prescribed) may, in the absence of bad faith on its part, rely upon
         an Officers' Certificate;

                      (d) the Trustee may consult with counsel of its
         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 or omitted by it hereunder in good faith and in
         reliance thereon;

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

                      (f) the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney at the sole cost 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

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<PAGE>

         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

                      (h) the Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion
         or rights or powers conferred upon it by this Indenture;

                      (i) the Trustee shall not be deemed to have notice of
         any default or Event of Default unless a Responsible Officer of the
         Trustee has actual knowledge thereof or unless written notice of any
         event which is in fact such a default is received by the Trustee at
         the Corporate Trust Office of the Trustee, and such notice references
         the Securities and this Indenture;

                      (j) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its
         right to be indemnified, are extended to , and shall be enforceable
         by, the Trustee in each of its capacities hereunder, and to each
         agent, custodian and other Person employed to act hereunder; and

                      (k) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

                     SECTION  6.4   Not Responsible for Recitals or Issuance
of Securities.

                 The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

                       SECTION  6.5   May Hold Securities.

                 The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and,

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<PAGE>

subject to Sections 6.8 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

                SECTION  6.6   Money Held in Trust.

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

                SECTION  6.7   Compensation and Reimbursement.

                 The Company agrees

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

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

                (3)   to indemnify each of the Trustee or any predecessor
Trustee and their agents for, and to hold them harmless against, any loss,
damages, claims, liability or expense, including taxes (other than taxes
based upon the income of the Trustee) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim (whether asserted by the
Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

                 The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 6.7, except with respect to
funds held in trust for the benefit of the Holders of particular Securities.

                 When the trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or

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<PAGE>

Section 5.1(6), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

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

                SECTION  6.8   Disqualification; Conflicting Interests.

                 If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

                SECTION  6.9  Corporate Trustee Required; Eligibility.

                 There shall at all times be a Trustee hereunder which shall
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 subject to supervision or examination by
Federal or State authority and, if there be such a corporation willing and
able to act as trustee on reasonable and customary terms, having its
Corporate Trust Office in the Borough of Manhattan, The City of New York. If
such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                SECTION  6.10  Resignation and Removal; Appointment of
Successor.

                (1)   No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                (2)   The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by

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<PAGE>

Section 6.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, at
the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                (3)   The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                (4)   If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the trustee within
30 days after the giving of such notice of removal, the Trustee being removed
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor trustee with respect to the
Securities of such series.

                (5)   If at any time:

                       (a) the Trustee shall fail to comply with Section 6.8
         after written request therefor by the Company or by any Holder who
         has been a bona fide Holder of a Security for at least six months, or

                       (b) the Trustee shall cease to be eligible under
         Section 6.9 and shall fail to resign after written request therefor
         by the Company or by any such Holder, or

                       (c) the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the
         Trustee or of its property shall be appointed or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or
         liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.

                (6)   If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees

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<PAGE>

with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in
the manner required by Section 6.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                (7)   The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name
of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.

                SECTION  6.11  Acceptance of Appointment by Successor.

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


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<PAGE>

         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder.

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

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


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

                SECTION  6.12   Merger, Conversion, Consolidation or
Succession to Business.

                 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

                SECTION  6.13  Preferential Collection of Claims Against
Company.

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

                SECTION  6.14   Authenticating Agents.

                 From time to time the Trustee, in its sole discretion, may
appoint one or more Authenticating Agents with respect to one or more series
of Securities, which may include the Company or any Affiliate of the Company,
with power to act on the Trustee's behalf and subject to its direction in the
authentication and delivery of Securities of such series or in connection
with transfers and exchanges under Sections 3.4, 3.5, 3.6, and 11.7 as fully
to all intents and purposes as though the Authenticating Agent had been
expressly authorized by those Sections of this Indenture to authenticate and
deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant
to this Section shall be deemed to be authentication and delivery of such
Securities "by the Trustee". Each such Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized
and doing business under the laws of the United States, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate

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trust powers, having a combined capital and surplus of at least $25,000,000
and, if other than the Company or any Affiliate of the Company, subject to
supervision or examination by federal, State or District of Columbia
authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

                 Any corporation into which any Authenticating Agent may be
merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation or to which any Authenticating Agent shall
be a party, or any corporation succeeding to all or substantially all the
corporate trust business of any Authenticating Agent, shall be the successor
of the Authenticating Agent hereunder, if such successor corporation is
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the parties hereto or the
Authenticating Agent or such successor corporation.

                 Any Authenticating Agent may resign at any time by giving
written notice of resignation to the Trustee and to the Company. The Trustee
may at any time terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to
be eligible under this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, as the names and
addresses of such Holders appear on the Security Register.  Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent.  No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

                 The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services.

                 If an appointment with respect to one or more series of
Securities is made pursuant to this Section, the Securities of such series
may have endorsed thereon, in addition to the Trustee's certificate of


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authentication, an alternate certificate of authentication in the following
form:

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

                                           ____________________,

                                             as Trustee





                                           By___________________________



                                           As Authenticating Agent





                                           By____________________________

                                           Authorized Officer



                 The provisions of Sections 3.9, 6.4 and 6.5 shall be
applicable to any Authenticating Agent.

                                  ARTICLE VII

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                 SECTION  7.1   Company to Furnish Trustee Names and
                                           Addresses of Holders.

                 The Company will furnish or cause to be furnished to the
Trustee with respect to the Securities of each series

                      (a) semi-annually, not later than 15 days after each
         Regular Record Date, or, in the case of any series of Securities on


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         which semi-annual interest is not payable, not more than 15 days
         after such semi-annual dates as may be specified by the Trustee, a
         list, in such form as the Trustee may reasonably require, of the
         names and addresses of the Holders as of such Regular Record Date or
         semi-annual date, as the case may be, and

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

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

                 SECTION  7.2   Preservation of Information; Communications
                                   to Holders.

                      (a) The Trustee shall preserve, in as current a form as
         is reasonably practicable, the names and addresses of Holders
         contained in the most recent list furnished to the Trustee as
         provided in Section 7.1 and the names and addresses of Holders
         received by the Trustee in its capacity as Security Registrar. The
         Trustee may destroy any list furnished to it as provided in Section
         7.1 upon receipt of a new list so furnished.

                      (b) If three or more Holders (herein referred to as
         "applicants") apply in writing to the Trustee, and furnish to the
         Trustee reasonable proof that each such applicant has owned a
         Security for a period of at least six months preceding the date of
         such application, and such application states that the applicants
         desire to communicate with other Holders with respect to their rights
         under this Indenture or under the Securities and is accompanied by a
         copy of the form of proxy or other communication which such
         applicants propose to transmit, then the Trustee shall, within five
         business days after the receipt of such application, at its election,
         either

                          (i)    afford such applicants access to the
                 information preserved at the time by the Trustee in
                 accordance with Section 7.2(a), or

                          (ii)   inform such applicants as to the approximate
                 number of Holders whose names and addresses appear in the
                 information preserved at the time by the Trustee in
                 accordance with Section 7.2(a), and as to the approximate

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<PAGE>

                 cost of mailing to such Holders the form of proxy or other
                 communication, if any, specified in such application.

                 If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of
such applicants, mail to each Holder whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
7.2(a) a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment, of
the reasonable expenses of mailing, unless within five days after such tender
the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion.  If the
Commission, after opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material
to all such Holders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders in
accordance with Section 7.2(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.2(b).

                SECTION  7.3   Reports by Trustee.

                      (a) The Trustee shall transmit to Holders such reports
         concerning the Trustee and its actions under this Indenture as may be
         required pursuant to the Trust Indenture Act at the times and in the
         manner provided pursuant thereto.  If required by Section 313(a) of
         the Trust Indenture Act, the Trustee shall, within sixty days after
         each [May 15] following the date of this Indenture deliver to Holders
         a brief report, dated as of such [May 15], which complies with the
         provisions of such Section 313(a).


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<PAGE>

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

                SECTION  7.4   Reports by Company.

                 The Company shall:

                (1)   file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

                (2)   file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance
by the Company with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and

                (3)   transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.

                 Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
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 Officer's Certificates).


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<PAGE>

                                 ARTICLE VIII

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

                SECTION  8.1   Company May Consolidate, Etc., on Certain
Terms.

                 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or
into any other corporation or corporations (whether or not affiliated with
the Company), or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any
sale, conveyance or lease of all or substantially all the property of the
Company, to any other corporation (whether or not affiliated with the
Company) authorized to acquire and operate the same; provided, however, and
the Company hereby covenants and agrees, that upon any such consolidation,
merger, sale, conveyance or lease, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all of the
Securities, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed by the Company (and, in the case of Securities issued to a Trust,
the obligations of the Company under any Trust Agreement and Guarantee),
shall be expressly assumed, by supplemental indenture satisfactory in form to
the Trustee, executed and delivered to the Trustee by the corporation (if
other than the Company) formed by such consolidation, or into which the
Company shall have been merged, or by the corporation which shall have
acquired or leased such property, and provided further, that such corporation
shall be a solvent corporation organized under the laws of the United States
of America or a State thereof or the District of Columbia. The Company will
not so consolidate or merge, or make any such sale, lease or other
disposition, and the Company will not permit any other corporation to merge
into the Company, unless immediately after the proposed consolidation,
merger, sale, lease or other disposition, and after giving effect thereto,
the Company or such successor corporation, as the case may be, will not be in
default in the performance or observance of any of the terms, covenants,
agreements or conditions contained in this Indenture.

                 Further, in the case of Securities issued to a Trust, the
Company will not so consolidate or merge, or make any such sale, lease or
other disposition, and the Company will not permit any other corporation to
merge into the Company, unless, for so long as Securities registered in the
name of a Trust or property trustee are outstanding, such consolidation,
merger or sale, lease or other disposition is permitted under the Trust
Agreement and related Guarantee pertaining to such Securities and does not
give rise to any breach or violation thereof.


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<PAGE>

                SECTION  8.2   [Intentionally Omitted]

                SECTION  8.3   Successor Corporation to be Substituted.

                 In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein as the party of the first part,
and the Company shall thereupon be relieved of any further obligation or
liabilities hereunder or upon the Securities, and the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated.  Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of Ingersoll-Rand
Company any or all of the Securities of any series issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver
Securities of any series which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose.  All the Securities
of any series so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities of such series theretofore or
thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

                 In case of any such consolidation, merger, sale, conveyance
or lease such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

                SECTION  8.4   Opinion of Counsel to be Given Trustee.

                 The Trustee, subject to Section 6.1, shall be entitled to
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article.

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

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<PAGE>

                SECTION  9.1   Supplemental Indentures without Consent of
Holders.

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

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

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

                (3)   to add any additional Events of Default; or

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

                (5)   to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to
the benefit of such provision; or

                (6)   to secure the Securities; or

                (7)   to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 3.1; or

                (8)   to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 6.11(b); or



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<PAGE>

                (9)   to provide for any rights of the Holders of Securities
of any series to require the repurchase of Securities of such series from the
Company; or

                (10)  to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect
or, in the case of the Securities of a series issued to a Trust and for so
long as any of the corresponding series of Preferred Securities issued by
such Trust shall remain outstanding, the holders of such Preferred
Securities.

                SECTION  9.2   Supplemental Indentures with Consent of
Holders.

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

                (1)   change the Stated Maturity of the principal of, or any
installment of principal of or interest, if any, on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or

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


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<PAGE>

Indenture or certain defaults hereunder and their consequences) provided for
in this Indenture, or

                (3)   modify any of the provisions of this Section, Section
5.13 or Section 10.8, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 10.8, or the
deletion of this proviso, in accordance with the requirements of Sections
6.11(b) and 9.1(8), or

                (4)   modify any of the subordination provisions applicable
to any series of Securities in a manner adverse to the Holders of such series
of Securities.

provided, further, that, in the case of the Securities of a series issued to
a Trust, so long as any of the corresponding series of Preferred Securities
issued by such Trust remains outstanding, (i) no such amendment shall be made
that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount (as defined in the Trust
Agreement under which such Trust is organized) of such Preferred Securities
then outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and, subject to Section 3.7, unpaid
interest thereon have been paid in full and (ii) no amendment shall be made
to Section 5.8 of this Indenture that would impair the rights of the holders
of Preferred Securities provided therein without the prior consent of the
holders of each Preferred Security then outstanding unless and until the
principal (and premium, if any) of the Securities of such series and all
accrued and (subject to Section 3.7) unpaid interest thereon have been paid
in full.

                 A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of
Securities or Preferred Securities, or which modifies the rights of the
Holders of Securities or holders of Preferred Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities or holders of
Preferred Securities of any other series.



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<PAGE>

                 It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                SECTION  9.3   Execution of Supplemental Indentures.

                 In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

                SECTION  9.4   Effect of Supplemental Indentures.

                 Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

                SECTION  9.5   Conformity with Trust Indenture Act.

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

                SECTION  9.6   Reference in Securities to Supplemental
Indentures.

                 Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.




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                SECTION  9.7   Effect on Senior Indebtedness.

                 No supplemental indenture shall directly or indirectly
modify or eliminate the provisions of Article XIII or the definition of
"Senior Indebtedness" in any manner which might terminate or impair the
subordination of the Securities to Senior Indebtedness without the prior
written consent of the Holders of the Senior Indebtedness.

                                   ARTICLE X

                                   COVENANTS

                SECTION  10.1  Payment of Principal, Premium and Interest.

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

                SECTION  10.2  Maintenance of Office or Agency.

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

                 The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.



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                SECTION  10.3  Money for Securities Payments to Be Held in
Trust.

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

                 Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the
principal of (and 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 persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

                 The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will:

                (1)   hold all sums held by it for the payment of the
principal of (and premium, if any) or interest, if any, on Securities of that
series in trust for the benefit of the persons entitled thereto until such
sums shall be paid to such persons or otherwise disposed of as herein
provided;

                (2)   give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of
any payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; 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.

                 The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held

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by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

                 Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Company
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City, County and State of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                SECTION  10.4  [Intentionally Omitted.]

                SECTION  10.5  [Intentionally Omitted.]

                SECTION  10.6  Defeasance of Certain Obligations.

                 The Company may omit to comply with any term, provision or
condition set forth in any specified covenant set forth in any supplemental
indenture, Board Resolution or Officers' Certificate establishing any series
of Securities with respect to the Securities of any series, provided that the
following conditions shall have been satisfied:

                (1)   The Company has deposited or caused to be irrevocably
deposited (except as provided in Section 4.2(c) and the last paragraph of
Section 10.3) with the Trustee (specifying that each deposit is pursuant to
this Section 10.6) as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Securities of
such series, (i) money in an amount, or (ii) (except as provided in a
supplemental indenture with respect to such series) if Securities of such
series are not subject to repurchase at the option of Holders, (A) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later than
one day before the due date of any payment referred to in clause (x) or (y)

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of this subparagraph (1) money in an amount, or (B) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (x) the principal of (and
premium, if any) and each instalment of principal (and premium, if any) and
interest, if any, on the Outstanding Securities of such series on the Stated
Maturity of such principal or instalment of principal or interest or to and
including the Redemption Date irrevocably designated by the Company pursuant
to subparagraph (4) of this Section and (y) any mandatory sinking fund
payments applicable to the Securities of such series on the day on which such
payments are due and payable in accordance with the terms of the Indenture
and of the Securities of such series;

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

                (3)   The Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and defeasance of certain obligations;
and

                (4)   If the Company has deposited or caused to be deposited
money or U.S. Government Obligations to pay or discharge the principal of
(and premium, if any) and interest, if any, on the Outstanding Securities of
a series to and including a Redemption Date on which all of the Outstanding
Securities of such series are to be redeemed, such Redemption Date shall be
irrevocably designated by a Board Resolution delivered to the Trustee on or
prior to the date of deposit of such money or U.S. Government Obligations,
and such Board Resolution shall be accompanied by an irrevocable Company
Request that the Trustee give notice of such redemption in the name and at
the expense of the Company not less than 30 nor more than 60 days prior to
such Redemption Date in accordance with Section 11.4.

                (5)   The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to this Section or the principal
and interest received in respect thereof of other than any such tax, fee or
other charge which by law is for the account of the Holders of Outstanding
Securities.





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                SECTION  10.7  Statement by Officers as to Default.

                 The Company will deliver to the Trustee on or before May 15
in each year ending after the date hereof, an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
that in the course of the performance by each signer of his duties as an
officer of the Company he would normally have knowledge of any default,
without regard to grace periods or notice requirements by the Company in the
performance and observance of any of the covenants contained in any specified
covenant set forth in any supplemental indenture, Board Resolution or
Officers' Certificate establishing any series of Securities, stating whether
or not he has knowledge of any such default and, if so, specifying each such
default of which such signer has knowledge and the nature thereof.

                 The Company shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company becomes aware of
the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of default, an Officers'
Certificate setting forth the details of such Event of default or default and
the action which the Company proposes to take with respect thereto.

                SECTION  10.8  Waiver of Certain Covenants.

                 The Company may omit in any particular instance to comply
with any term, provision or condition set forth in any specified covenant set
forth in any supplemental indenture, Board Resolution or Officers'
Certificate establishing any series of Securities if before the time for such
compliance the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all series affected by such omission
(voting as one class ) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                SECTION  10.9  [Intentionally Omitted].

                SECTION  10.10  Limitation On Dividends In Trust-Related
Transactions.

                 The provisions of this Section shall apply so long as
subordinated Securities of any Series are outstanding, except to the extent
that the provisions contained in this Section 10.10 are expressly made

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inapplicable to the subordinated Securities of a particular series, as
specified in the supplemental indenture, Board Resolution or Officers'
Certificate establishing the terms of such Series in accordance with Section
3.1 hereof at the time of issuance of such series.

                (1)   If a particular series of subordinated Securities is
issued to one or more Trusts in connection with the issuance of securities by
such Trust and (a) there shall have occurred an Event of Default or (b) the
Company shall be in default with respect to its payment of any obligation
with respect to any guarantee issued by the Company with respect to
securities issued by such Trust, then (i) the Company shall not declare or
pay any dividend on, make any distribution with respect to, or redeem,
purchase or make a liquidation payment with respect to, any of its capital
stock and (ii) the Company shall not make any payment of interest, principal
or any premium on or repay, repurchase or redeem any debt securities issued
by the Company which rank pari passu with or junior to such series of
subordinated Securities.

                (2)   If a particular series of subordinated Securities are
issued to one or more Trusts in connection with the issuance of securities by
such Trust and the Company shall have exercised its right to defer payments
of interest on such series of subordinated Securities by extending the
Interest Payment Date in accordance with the provisions of the supplemental
indenture, Board Resolution or Officers' Certificate establishing the terms
of such Series of Subordinated Securities or any extension thereof shall be
continuing, then (a) the Company shall not declare or pay any dividend on,
make any distribution with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock and (b) the
Company shall not make any payment of interest, principal or any premium on
or repay or repurchase or redeem any debt securities issued by the Company
which rank pari passu with or junior to such series of subordinated
Securities.

                (3)   The restrictions set forth in Section 10.10(1)(a)(i)
and (2)(a) do not apply to any stock dividend paid by the Company where the
dividend stock is of the same class as that of the stock held by the holder
receiving the dividend.

                SECTION  10.11  Payment of Trust Costs and Expenses.

                 Since each Trust is being formed solely to facilitate an
investment in the Securities, the Company, in its capacity as the issuer of
the Securities, hereby covenants to pay all debts and obligations (other than
with respect to the Preferred Securities and Common Securities) and all costs
and expenses of each Trust (including, but not limited to, all costs and
expenses relating to the organization of the Trust, the fees and expenses of

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the relevant Trustees and all costs and expenses relating to the operation of
the Trust) and to pay any and all taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed on any
Trust by the United States, or any other taxing authority, so that the net
amounts received and retained by such Trust and the Property Trustee after
paying such expenses will be equal to the amounts such Trust and the Property
Trustee would have received had no such costs or expenses been incurred by or
imposed on such Trust.  The obligations of the Company to pay all debts,
obligations, costs and expenses of each Trust shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of
this Indenture.

                SECTION  10.12  Additional Covenants.

                 The Company also covenants with each Holder of Securities of
a series issued to a Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such Trust; provided, however, that any
permitted successor of the Company hereunder may succeed to the Company's
ownership of such Common Securities, (ii) not to voluntarily terminate, wind-
up or liquidate such Trust, except (a) in connection with a distribution of
the Securities of such series to the holders of the Trust Securities of such
Trust in liquidation of such Trust or (b) in connection with certain mergers,
consolidations or amalgamations permitted by the related Trust Agreement and
(iii) to use its reasonable efforts, consistent with the terms and provisions
of such Trust Agreement, to cause such Trust to remain classified as a
grantor trust for United States federal income tax purposes.

                SECTION  10.13  Calculation of Original Issue Discount.

                 The Company shall file with the Trustee promptly at the end
of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on the
Outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to
time.

                                  ARTICLE XI

                           REDEMPTION OF SECURITIES

                SECTION  11.1  Applicability of Article.

                 Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (

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except as otherwise specified as contemplated by Section 3.1 for Securities
of any series) in accordance with this Article.

                SECTION  11.2  Election to Redeem; Notice to Trustee.

                 The election of the Company to redeem any Securities shall
be evidenced by an Officers' Certificate.  In case of any redemption at the
election of the Company of the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed, such notice to be accompanied by a written statement signed
by an authorized officer of the Company stating that no defaults in the
payment of interest or Events of Default with respect to the Securities of
that series have occurred (which have not been waived or cured). In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.

                SECTION  11.3  Selection by Trustee of Securities to Be
Redeemed.

                 If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities
of that series.

                 Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number
in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 60 days prior to the Redemption Date as
being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Company or (b) an entity specifically identified in such
written statement which is an Affiliate of the Company.

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


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

                       SECTION  11.4  Notice of Redemption.

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

                 All notices of redemption shall identify the Securities to
be redeemed (including CUSIP numbers) and shall state:

                (1)   the Redemption Date,

                (2)   the Redemption Price,

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

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

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

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

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

                SECTION  11.5  Deposit of Redemption Price.

                 At least one Business Day prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as


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provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on
that date (to the extent that such amounts are not already on deposit at such
time in accordance with the provisions of Section 4.1, 4.3 or 10.6).

                SECTION  11.6  Securities Payable on Redemption Date.

                 Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued and unpaid interest) such Securities shall cease to bear
interest.  Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued and unpaid interest to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

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

                SECTION  11.7  Securities Redeemed in Part.

                 Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Security without service charge, a new Security or Securities of the
same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

                 SECTION  11.8  Right of Redemption of Securities Initially
Issued to a Trust.

                 In connection with Securities issued to a Trust, the
supplemental indenture, Board Resolution or Officers' Certificate
establishing the terms of such series shall set forth any specific redemption

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provision, including, without limitation, any provisions relating to
redemption upon the occurrence of a Tax Event.

                                  ARTICLE XII

                                 SINKING FUNDS

                SECTION  12.1  Applicability of Article.

                 The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.1 for Securities of such series.

                 The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein
referred to as an "optional sinking fund payment". If provided for by the
terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.2. Each sinking
fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of Securities of such series.

                SECTION  12.2  Satisfaction of Sinking Fund Payments with
Securities.

                 In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the Company
may at its option (a) deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except upon redemption pursuant
to the mandatory sinking fund) by the Company or receive credit for
Securities of such series (not previously so credited) theretofore purchased
or otherwise acquired (except as aforesaid) by the Company and delivered to
the Trustee for cancellation pursuant to Section 3.9, (b) receive credit for
optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Company through any optional
redemption provision contained in the terms of such series.  Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

                SECTION  12.3  Redemption of Securities for Sinking Fund.

                 Not less than 60 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate (which need not contain the statements required by

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Section 1.2) stating that no defaults in the payment of interest, if any,
with respect to Securities of that series and no Events of Default with
respect to Securities of that series have occurred (which in either case have
not been waived or cured) and (a) specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series,
(b) whether or not the Company intends to exercise its right, if any, to make
an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, the amount of such optional
sinking fund payment, and (c) the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2, and will also deliver to the Trustee any Securities to be so
delivered.  Such written statement shall be irrevocable and upon its receipt
by the Trustee the Company shall become unconditionally obligated to make all
the cash payments or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the Company, on or
before any such 60th day, to deliver such written statement and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Company
(i) that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect therefor
and (ii) that the Company will make no optional sinking fund payment with
respect to such series as provided in this Section.

                 Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 11.5, 11.6 and 11.7.

                 The Trustee shall not redeem or cause to be redeemed any
Security of a series with sinking fund moneys or mail any notice of
redemption of Securities of such series by operation of the sinking fund
during the continuance of a default in payment of interest with respect to
Securities of that series or an Event of Default with respect to the
Securities of that series except that, where the mailing of notice of
redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall
have received from the Company a sum sufficient for such redemption. Except
as aforesaid, any moneys in the sinking fund for such series at the time when
any such default or Event of Default, shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article Five and

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held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 5.13 or the default or Event of
Default cured on or before the 60th day preceding the sinking fund payment
date, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of such
Securities.

                                 ARTICLE XIII

                          SUBORDINATION OF SECURITIES

                 Unless otherwise set forth in the supplemental indenture,
Board Resolution or Officers' Certificate pursuant to Section 3.1
establishing the terms of a series of Securities, such series of Securities
shall be subject to the following provisions:

                SECTION  13.1  Agreement to Subordinate.

                 The Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Securities by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest, if any, on each and all of the Securities
is hereby expressly subordinated, to the extent and in the manner hereinafter
set forth, in right of payment to the prior payment in full in cash or cash
equivalents or, as acceptable to the holders of Senior Indebtedness, in any
other manner, of all amounts payable under all existing and future Senior
Indebtedness.

                 This Article XIII shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue
to hold Senior Indebtedness; and such provisions are made for the benefit of
the holders of Senior Indebtedness; and such holders are made obligees
hereunder and they or each of them may enforce such provisions.

                SECTION  13.2  Payment Over of Proceeds upon Dissolution,
etc.

                 In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relating to the Company or to its
assets, or (b) any liquidation, dissolution or other winding-up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors
or any other marshalling of assets or liabilities of the Company, then and in
any such event (subject to the power of a court of competent jurisdiction to
make other equitable provision reflecting the rights conferred in this

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Indenture upon the Senior Indebtedness and the holders thereof with respect
to the Securities and the Holders thereof by a lawful plan of reorganization
under applicable bankruptcy law):

                (1)   the holders of Senior Indebtedness shall be entitled to
receive payment in full, in cash or cash equivalents or, as acceptable to the
holders of Senior Indebtedness, in any other manner, of all Senior
Indebtedness (including principal, premium, if any and interest, if any, and
including, in the case of Designated Senior Indebtedness, any interest
accruing subsequent to the filing of a petition for bankruptcy at the rate
provided for in the documentation governing such Designated Senior
Indebtedness, to the extent that such interest is an allowed claim under
applicable law), or provision shall be made for such payment, before the
Holders of the Securities are entitled to receive any payment or distribution
of any kind or character (excluding securities of the Company or any other
person that are equity securities or are expressly subordinated in right of
payment to all Senior Indebtedness that may at the time be outstanding, to
substantially the same extent as, or to a greater extent than, the Securities
as provided in this Article; such securities are hereinafter collectively
referred to as "Permitted Junior Securities") on account of principal of,
premium, if any, or interest on the Securities;

                (2)   any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (excluding
Permitted Junior Securities), by set-off or otherwise, to which the Holders
of the Securities or the Trustee would be entitled but for the provisions of
this Article XIII shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the holders of
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
according to the aggregate amounts remaining unpaid on account of the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full, in cash or cash equivalents or, as acceptable to the holders
of Senior Indebtedness, in any other manner, of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness; and

                (3)   in the event that, notwithstanding the foregoing
provisions of this Section 13.2, the Trustee or the Holder of any Security
shall have received any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, in respect of
principal of, premium, if any, or interest, if any, on the Securities before
all Senior Indebtedness is paid in full, in cash or cash equivalents or, as
acceptable to the holders of Senior Indebtedness, in any other manner, or

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payment thereof provided for, then and in such event such payment or
distribution (excluding Permitted Junior Securities) shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, ratably as aforesaid, to the extent
necessary to pay all Senior Indebtedness in full, in cash or cash equivalents
or, as acceptable to the holders of Senior Indebtedness, in any other manner,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.

                 The consolidation of the Company with, or the merger of the
Company with or into, another person or the liquidation or dissolution of the
Company following the conveyance, transfer, lease or other disposition of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article VIII hereof shall not be deemed a
dissolution, winding-up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Article XIII if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by conveyance, transfer, lease or other disposition such properties
and assets substantially as an entirety, as the case may be, shall, as a part
of such consolidation, merger, conveyance, transfer, lease or other
disposition, comply with the conditions set forth in such Article VIII.

                SECTION  13.3  No Payment on Securities in Event of Default
on Senior Indebtedness.

                 No payment by the Company on account of principal of, or
premium, if any, sinking funds or interest, if any, on the Securities shall
be made unless full payment of amounts then due for the principal of, and
premium, if any, sinking funds and interest, if any, on Senior Indebtedness
has been made or duly provided for in money or money's worth.

                SECTION  13.4  Trustee's Relation to Senior Indebtedness.

                 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 XIII, 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
Securities, the Company or any other Person moneys or assets to which any


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holder of Senior Indebtedness shall be entitled by virtue of this Article
XIII or otherwise.

                SECTION  13.5  Subrogation to Rights of Holders of Senior
Indebtedness.

                 Upon the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest, if any, on the Securities shall
be paid in full in cash or cash equivalents. For purposes of such
subrogation, no payments or distributions to the holders of Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XIII, and no payments over pursuant to the provisions of this Article
XIII to the holders of Senior Indebtedness by Holders of the Securities or
the Trustee shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior
Indebtedness.

                SECTION  13.6  Provisions Solely To Define Relative Rights.

                 The provisions of this Article XIII are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior Indebtedness on the
other hand. Nothing contained in this Article XIII or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Securities the principal of,
premium, if any, and interest, if any, on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b) affect
the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon a Default or an Event of Default under this
Indenture, subject to the rights, if any, under this Article XIII of the
holders of Senior Indebtedness (1) in any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshalling of assets and liabilities of the Company referred to in
Section 13.2, to receive, pursuant to and in accordance with such Section,
cash, property and securities otherwise payable or deliverable to the Trustee
or such Holder, or (2) under the conditions specified in Section 13.3, to


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prevent any payment prohibited by such Section or enforce their rights
pursuant to Section 13.3.

                 The failure to make a payment on account of principal of, or
premium, if any, or interest, if any, on, or sinking funds, if any, in
respect of any Securities of any series by reason of any provision of this
Article XIII shall not be construed as preventing the occurrence of a Default
or an Event of Default with respect of the Securities of such series.

                SECTION  13.7  Trustee To Effectuate Subordination.

                 Each Holder of a Security by such Holder's acceptance
thereof authorizes and directs the Trustee on such Holder's behalf to take
such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XIII and appoints the Trustee his
attorney-in-fact for any and all such purposes, including, in the event of
any dissolution, winding-up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, receivership proceedings or otherwise, the
timely filing of a claim for the unpaid balance of the Indebtedness of the
Company owing to such Holder in the form required in such proceedings and the
causing of such claim to be approved. If the Trustee does not file such a
claim prior to 30 days before the expiration of the time to file such a
claim, the holders of Senior Indebtedness, or any Senior Representative, may
file such a claim on behalf of Holders of the Securities.

                SECTION  13.8  No Waiver of Subordination Provisions.

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

                      (b) Without limiting the generality of Section 13.8(a),
         the holders of Senior Indebtedness may, at any time and from time to
         time, without the consent of or notice to the Trustee or the Holders
         of the Securities, without incurring responsibility to the Holders of
         the Securities and without impairing or releasing the subordination
         provided in this Article XIII or the obligations hereunder of the
         Holders of the Securities to the holders of Senior Indebtedness, do
         any one or more of the following: (1) change the manner, place or
         terms of payment or extend the time of payment of, or renew or alter,
         Senior Indebtedness or any instrument evidencing the same or any

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         agreement under which Senior Indebtedness is outstanding; (2) sell,
         exchange, release or otherwise deal with any property pledged,
         mortgaged or otherwise securing Senior Indebtedness; (3) release any
         Person liable in any manner for the collection or payment of Senior
         Indebtedness; and (4) exercise or refrain from exercising any rights
         against the Company and any other Person; provided, however, that in
         no event shall any such actions limit the right of the Holders of the
         Securities of any series to take any action to accelerate the
         maturity of such Securities pursuant to Article V hereof or to pursue
         any rights or remedies hereunder or under applicable laws if the
         taking of such action does not otherwise violate the terms of this
         Indenture.

                SECTION  13.9  Notices to Trustee.

                      (a) The Company shall give prompt written notice to the
         Trustee of any fact known to the Company which would prohibit the
         making of any payment to or by the Trustee in respect of the
         Securities pursuant to this Article XIII. Failure to give such notice
         shall not affect the subordination of the Securities to Senior
         Indebtedness. Notwithstanding the provisions of this Article XIII or
         any other provisions of this Indenture, neither the Trustee nor any
         Paying Agent (other than the Company) shall be charged with knowledge
         of the existence of any Senior Indebtedness or of any event which
         would prohibit the making of any payment of moneys to or by the
         Trustee or such Paying Agent, unless and until the Trustee or such
         Paying Agent shall have received (in the case of the Trustee, at its
         Corporate Trust Office) written notice thereof from the Company or
         from the holder of any Senior Indebtedness or from the trustee for
         any such holder, together with proof satisfactory to the Trustee or
         such Paying Agent, as the case may be, of such holding of Senior
         Indebtedness or of the authority of such trustee; provided, however,
         that if at least two Business Days prior to the date upon which by
         the terms hereof any such moneys may become payable for any purpose
         (including, without limitation, the payment of either the principal
         of, or premium, if any, or interest, if any, on any Security) the
         Trustee shall not have received with respect to such moneys the
         notice provided for in this Section 13.9, then, anything herein
         contained to the contrary notwithstanding, the Trustee shall have
         full power and authority to receive such moneys and to 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
         within two Business Days prior to such date.

                      (b) Subject to the provisions of Section 6.3, the
         Trustee shall be entitled to conclusively rely on the delivery to it

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         of a written notice by a Person representing himself to be a holder
         of Senior Indebtedness (or a trustee on behalf of such holder) to
         establish that such a notice has been given by a holder of Senior
         Indebtedness or a trustee on behalf of any such holder. 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 (or a trustee on behalf of such holder) to
         participate in any payment or distribution pursuant to this Article
         XIII, 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 (or the amount of Senior
         Indebtedness as to which such Person is trustee), the extent to which
         such Person is entitled to participate in such payment or
         distribution and any other facts pertinent to the rights of such
         Person under this Article XIII 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  13.10  Reliance on Judicial Order or Certificate of
                                   Liquidating Agent.

                 Upon any payment or distribution of assets of the Company
referred to in this Article XIII, the Trustee, subject to the provisions of
Section 6.3, and the Holders shall be entitled to conclusively rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding-up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

                 SECTION  13.11  Rights of Trustee as a Holder of Senior
Indebtedness; Preservation of Trustee's Rights.

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


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Article XIII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7.

                SECTION  13.12  Article Applicable to Paying Agents.

                 In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the
term "Trustee" as used in this Article XIII shall in such case (unless
otherwise expressly stated or the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article
XIII in addition to or in place of the Trustee; provided, however, that
Section 13.12 shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.

                SECTION  13.13    No Suspension of Remedies.

                 Nothing contained in this Article XIII shall limit the right
of the Trustee or the Holders of Securities of any series to take any action
to accelerate the maturity of such Securities pursuant to Article V or to
pursue any rights or remedies hereunder or under applicable law, subject to
the rights, if any, under this Article XIII of the holders, from time to
time, of Senior Indebtedness.

                 Nothing contained in this Indenture or in any of the
Securities shall (a) affect the obligation of the Company to make, or prevent
the Company from making, at any time except as provided in Sections 13.2 and
13.3, payments of principal of, or premium, if any, or interest, if any, on
or sinking fund payments, if any, with respect to the Securities or (b)
prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of, or premium, if
any, or interest, if any, on, the Securities, unless the Trustee shall have
received at its Corporate Trust Office written notice of any event
prohibiting the making of such payment more than two Business Days prior to
the date fixed for such payment.

                SECTION  13.14    Other Subordination Provisions.

                 Securities of any series may include such other
subordination provisions, including payment blockage provisions upon defaults
other than payment defaults, and definitions of "Senior Indebtedness and
"Designated Senior Indebtedness" as may be provided in the supplemental
indenture or provided in or pursuant to the Board Resolution or Officers'
Certificate under which such series of Securities is issued or in the form of
Security for such series.


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

                                                   INGERSOLL-RAND COMPANY

                                                   By

                                                       Title:



                                                   ____________________

                                                   By

                                                       Title:





























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                                                                       Annex A





                            Form of Trust Agreement









































                                      A-1

<PAGE>

                                                                       Annex B





                 Form of Amended and Restated Trust Agreement









































                                      B-1

<PAGE>

                                                                       Annex C





                          Form of Guarantee Agreement









































                                      C-1