Exhibit 4

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                           POLAROID CORPORATION
                                     
                                    and
                                     
                    STATE STREET BANK AND TRUST COMPANY
                                as Trustee
                                     
                                     
                                     
                                     
                                 INDENTURE
                                     
                        Dated as of January 9, 1997
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                       Providing for the Issuance of
                         Debt Securities in Series
                                     
                                     
                                     
                                     
                                     
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              TABLE OF CONTENTS / 1

                     ARTICLE ONE

Definitions and Other Provisions of General Application

SECTION 101. Definitions                                    1

SECTION 102.  Compliance Certificates and Opinions          9

SECTION 103.  Form of Documents Delivered to Trustee        10sss

SECTION 104.  Acts of Holders                               10

SECTION 105.  Notices, etc., to Trustee and Company         12

SECTION 106.  Notice to Holders; Waiver                     12

SECTION 107.  Conflict with Trust Indenture Act             13

SECTION 108.  Effect of Headings and Table of Contents      13

SECTION 109.  Successors and Assigns                        13

SECTION 110.  Separability Clause                           13

SECTION 111.  Benefits of Indenture                         13

SECTION 112.  Governing Law                                 14

SECTION 113.  Legal Holidays                                14

SECTION 114.  Moneys of Different Currencies
                  To Be Segregated                          14

SECTION 115.  Payment To Be in Proper Currency              14

SECTION 116.  Language of Notices, etc                      14

SECTION 117.  Changes in Exhibits                           15

                     ARTICLE TWO

                Issuance of Securities

SECTION 201.  Creation of Securities in Amount Unlimited    15



--------------------------
1/ This table of contents shall not, for any purpose, be deemed to be
   part of the Indenture.


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                                                  Contents, P. 2


SECTION 202.  Documents Required for Issuance of Each Series of
              Securities Other than Medium-Term Debt
              Securities                                    15

                    ARTICLE THREE

       Issuance of Medium-Term Debt Securities

SECTION 301.  Documents Required for Issuance of Each Series of
              Medium-Term Debt Securities                   19

SECTION 302.  Form of Medium-Term Debt Securities           23

                     ARTICLE FOUR

                    The Securities

SECTION 401.  Form and Denomination                         23

SECTION 402.  Execution, Delivery, Dating
                 and Authentication                         24

SECTION 403.  Temporary Securities                          25

SECTION 404.  Registration, Registration of

              Transfer and Exchange                         27

SECTION 405.  Mutilated, Destroyed, Lost and

              Stolen Securities                             30

SECTION 406.  Payment of Interest; Interest
                 Rights Preserved                           31

SECTION 407.  Persons Deemed Owners                         32

SECTION 408.  Cancelation                                   32

SECTION 409.  Computation of Interest                       33

SECTION 410.  Currency and Manner of Payment in Respect of
                 in Respect of Securities                   33

SECTION 411.  Securities in Global Form                     37

SECTION 412.  Registered Global Notes                       38
          
                     ARTICLE FIVE

              Satisfaction and Discharge

SECTION 501.  Satisfaction and Discharge of Indenture in Respect of
                 Any Series of Securities                   40

SECTION 502.  Application of Trust Money                    41

SECTION 503.  Satisfaction, Discharge and Defeasance
                 of Securities of Any Series                41

SECTION 504.  Reinstatement                                 43

SECTION 505.  Definitions                                   43



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                                                    Contents, P. 3



                     ARTICLE SIX

                       Remedies

SECTION 601.  Events of Default                             44

SECTION 602.  Acceleration of Maturity;
              Rescission and Annulment                      45

SECTION 603.  Collection of Indebtedness  and  Suits
              for  Enforcement  by Trustee                  46

SECTION 604.  Trustee May File Proofs of Claim              47

SECTION 605.  Trustee May Enforce Claims Without
              Possession of Securities                      47

SECTION 606.  Application of Money Collected                47

SECTION 607.  Limitation on Suits                           48

SECTION 608.  Unconditional Right of Holders
              To Receive Principal,Premium and Interest     48

SECTION 609.  Restoration of Rights and Remedies            49

SECTION 610.  Rights and Remedies Cumulative                49

SECTION 611.  Delay or Omission Not Waiver                  49

SECTION 612.  Control by Holders                            49

SECTION 613.  Waiver of Past Defaults                       49

SECTION 614.  Undertaking for Costs                         50

SECTION 615.  Waiver of Stay or Extension Laws              50

                    ARTICLE SEVEN

                     The Trustee

SECTION 701.  Certain Duties and Responsibilities           50

SECTION 702.  Notice of Defaults                            51

SECTION 703.  Certain Rights of Trustee                     51

SECTION 704.  Not Responsible for Recitals or
              Issuance of Securities                        52

SECTION 705.  May Hold Securities                           52

SECTION 706.  Money Held in Trust                           52

SECTION 707.  Compensation and Reimbursement                52

SECTION 708.  Disqualification; Conflicting Interests       53

SECTION 709.  Corporate Trustee Required; Eligibility       53

SECTION 710.  Resignation and Removal;
              Appointment of Successor                      54



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                                                Contents, P. 4

SECTION 711.  Acceptance of Appointment by Successor        55

SECTION 712.  Merger, Conversion, Consolidation or
              Succession to Business                        56

SECTION 713.  Preferential Collection of Claims

              Against Company                               56

SECTION 714.  Judgment Currency                             56

SECTION 715.  Appointment of Authenticating Agent           57

                    ARTICLE EIGHT

  Holders' Lists and Reports by Trustee and Company

SECTION 801. Company To Furnish Trustee Names
             and Addresses of Holders                       58

SECTION 802. Preservation of Information;
             Communications to Holders                      59

SECTION 803.  Reports by Trustee                            59

SECTION 804.  Reports by Company                            59

                     ARTICLE NINE

    Consolidation, Merger, Conveyance or Transfer

SECTION 901.  Company May Consolidate, etc., Only on
              Certain Terms                                 60

SECTION 902.  Successor Corporation Substituted             60

                     ARTICLE TEN

               Supplemental Indentures

SECTION 1001.  Supplemental Indentures Without
               Consent of Holders                           61

SECTION 1002.  Supplemental Indentures with

               Consent of Holders                           62

SECTION 1003.  Execution of Supplemental Indentures         63

SECTION 1004.  Effect of Supplemental Indentures            63

SECTION 1005.  Conformity with Trust Indenture Act          63

SECTION 1006.  Reference in Securities to
               Supplemental Indentures                      63


                    ARTICLE ELEVEN

                      Covenants

SECTION 1101.  Payment of Principal, Premium and Interest   64

SECTION 1102.  Maintenance of Office or Agency              64



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                                                Contents, P. 5



SECTION 1103.  Money for Securities Payments
               To Be Held in Trust                          65

SECTION 1104.  Restrictions on Secured Debt                 66

SECTION 1105.  Restrictions on Sales and Leasebacks         67

SECTION 1106.  Statement by Officers as to Default          68

SECTION 1107.  Waiver of Certain Covenants                  68

SECTION 1108.  Additional Amounts                           68

                    ARTICLE TWELVE

               Redemption of Securities

SECTION 1201.  Applicability of Article                     69

SECTION 1202.  Election To Redeem; Notice to Trustee        69

SECTION 1203.  Selection by Trustee of Securities
               To Be Redeemed                               70

SECTION 1204.  Notice of Redemption                         70

SECTION 1205.  Deposit of Redemption Price                  71

SECTION 1206.  Securities Payable on Redemption Date        71

SECTION 1207.  Securities Redeemed in Part                  72

                   ARTICLE THIRTEEN

                    Sinking Funds

SECTION 1301.  Applicability of Article                     72

SECTION 1302.  Satisfaction of Sinking Fund
               Payments with Securities                     72

SECTION 1303.  Redemption of Securities for Sinking Fund    72

                   ARTICLE FOURTEEN

          Meetings of Holders of Securities

SECTION 1401.  Purposes for Which Meetings May Be Called    73

SECTION 1402.  Call, Notice and Place of Meetings           73

SECTION 1403.  Persons Entitled To Vote at Meetings         73

SECTION 1404.  Quorum; Action                               73

SECTION 1405.  Determination of Voting Rights; Conduct and
               Adjournment of Meetings                      74

SECTION 1406.  Counting Votes and Recording

               Action of Meetings                           75



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                                                Contents, P. 6


EXHIBIT A  Forms of Debt Securities



EXHIBIT B.1 Form of Certificate to be given by Euro-clear and CEDEL S.A. in
          connection with the Exchange of a portion of Temporary Global
          Security
          
EXHIBIT B.2 Form of Certificate to be given by Person entitled to receive
Bearer Security

     INDENTURE dated as of January 9, 1997, between POLAROID 
     CORPORATION, a corporation duly organized and existing 
     under the laws of the State of Delaware (herein
     called the "Company"), having its principal office at 549 Technology
     Square, Cambridge, MA 02139, and STATE STREET BANK AND TRUST COMPANY, a
     trust company duly organized and existing under the laws of the
     Commonwealth of Massachusetts, as Trustee (herein called the "Trustee").
     


               RECITALS OF THE COMPANY

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

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

  NOW, THEREFORE, THIS 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 ONE

Definitions and Other Provisions of General Application

  SECTION 101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

    (1)  the terms defined in this Article have the meanings assigned to
  them in this Article and include the plural as well as the singular;
  
    (2) all other terms used herein which are defined in the Trust
  Indenture Act, either directly or by reference therein, have the
  meanings assigned to them therein;
  
    (3) all accounting terms not otherwise defined herein have the
  meanings assigned to them in accordance with generally accepted
  accounting principles, and, except as otherwise herein expressly
  provided, the term "generally accepted accounting principles" with
  respect to any computation required or permitted hereunder shall mean
  such accounting principles as are generally accepted in the United
  States of America at the date of such computation; and
  
    (4) the words "herein", "hereof" and "hereunder" and other words of
  similar import refer to this Indenture as a whole and not to any
  particular Article, Section or other subdivision.
  
  Certain terms, used principally within an Article of this Indenture, may
be defined in that Article.

  "Act", when used with respect to any Holder, has the meaning specified in
Section 104.



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                                                              -2-


  "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

  "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable and at any date as of which the amount thereof
is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining primary term thereof,
discounted from the respective due dates thereof to such date at the
weighted average Yield to Maturity of the Securities outstanding hereunder,
such average being weighted by the principal amount of the Securities or,
in the case of Original Issue Discount Securities, the amount that would
become due hereunder in the event such Securities were declared due and
payable on the date of the determination.  The net amount of rent required
to be paid under any such lease for any such period shall be the aggregate
amount of the rent payable by the lessee with respect to such period after
excluding amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges.
In the  case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.

  "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 715 to act on behalf of the Trustee to authenticate
Securities of one or more series.

  "Authorized Newspaper" means a newspaper of general circulation in the
place of publication, printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required
hereunder, they may be made (unless otherwise expressly provided herein) on
the same or different days of the week and in the same or different
Authorized Newspapers.

  "Bearer Security" means any Security which is not registered in the
Security Register as to both principal and interest (including without
limitation any Security in temporary or definitive global bearer form).

  "Board of Directors" means either the board of directors of the Company,
any officer of the Company duly authorized to act in the name of or on
behalf of that board or any committee consisting of one or more persons,
who need not be directors, duly authorized to act in the name of or on
behalf of that board.

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

  "Business Day", when used with respect to any Place of Payment or place
of publication, means each day on which commercial banks and foreign
exchange markets settle payments in such Place of Payment or place of
publication, or as otherwise specified for a series of Securities pursuant
to Section 202 or Section 301, as the case may be. Unless otherwise
specified for a series of Securities pursuant to Section 202 or
Section 301, as the case may be, when used with respect to Securities
bearing interest at a rate or rates determined by reference to London
interbank offered rates for deposits in U.S. Dollars, "Business Day" shall
exclude any day on which commercial banks and foreign exchange markets do
not settle payments in London.



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                                                              -3-




  "Capital Stock", as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of such corporation.

  "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 Depositary" has the meaning specified in Section 403.

  "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", "Request of the Company", "Company Order" or "Order of
the Company" 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 Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

  "Component Currency" has the meaning specified in Section 410(i).

  "Consolidated Net Tangible Assets" means total assets (less applicable
reserves and other properly deductible items) after deducting therefrom
(a) all current liabilities and (b) all goodwill, trade names, trademarks,
patents, organization expenses and other like intangibles, all as set forth
on the most recent balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with generally accepted accounting
principles.

  "Conversion Date" has the meaning specified in Section 410(e).

  "Conversion Rate" has the meaning specified in Section 714.

  "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date hereof is located at 2 International
Place, Fourth Floor, Boston, MA 02110, Attention: Corporate Trust
Department, except that with respect to the presentation of Securities (or
Coupons, if any, representing an installment of interest) for payment or
for registration of transfer and exchange, such term shall mean the office
or the agency of the Trustee in New York, New York at which at any
particular time its corporate agency business shall be conducted.

  "corporation" includes corporations, associations, companies and business
trusts.

  "Coupon" or "coupon" means any interest coupon appertaining to a Bearer
Security.



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                                                              -4-


  "Debt" means indebtedness for money borrowed.

  "Defaulted Interest" has the meaning specified in Section 406.

  "Discharged" has the meaning specified in Section 505.

  "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private
debts.

  "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 410(h).

  "Dollar Equivalent of the Foreign Currency" has the meaning specified in
Section 410(g).

  "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Communities.

  "Euro-clear" means the operator of the Euro-clear System.

  "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

  "Event of Default" has the meaning specified in Section 601.

  "Exchange Rate Agent" means the entity appointed by the Company pursuant
to Section 104(g). Unless otherwise specified as contemplated by
Section 202 or Section 301, as the case may be, the Luxembourg Stock
Exchange shall act as Exchange Rate Agent for purposes of Section 410 in
the case of each series of Securities listed on the Luxembourg Stock
Exchange.

  "Exchange Rate Officers' Certificate" means a telecopy or tested telex or
a certificate setting forth (i) the applicable Official Currency Unit
Exchange Rate and (ii) the Dollar or Foreign Currency or currency unit
amounts of principal, premium, if any, and interest, if any, respectively
(on an aggregate basis and on the basis of a Security having a principal
amount of 1,000 units in the relevant currency or currency unit), payable
on the basis of such Official Currency Unit Exchange Rate, sent (in the
case of a telecopy or telex) or executed (in the case of a certificate) by
the Controller or any Assistant Controller or by the Treasurer or any
Assistant Treasurer of the Company and delivered to the Trustee; such
telecopy, tested telex or certificate need not comply with Section 102.

  "Finance Subsidiary" means a Subsidiary of the Company engaged primarily
in financing or assisting in financing the acquisition or disposition of
products of the Company or of a Subsidiary of the Company by dealers,
distributors or customers.

  "Foreign Currency" means a currency issued by the government of any
country other than the United States of America.

  "Foreign Government Securities" has the meaning specified in Section 505.

  "Funded Debt" means (a) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination
is made or having a maturity of 12 months or less but which is by its terms
renewable or extendible beyond 12 months from such date at the option of
the borrower and (b) rental obligations payable more than 12 months from
such date under leases which are capitalized in accordance with generally
accepted accounting principles (such rental obligations to be included as
Funded Debt at the amount so capitalized and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an
asset and as Funded Debt at the amount so capitalized).



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                                                              -5-


  "Holder" or "holder" means, with respect to a Registered Security, the
Person in whose name at the time a particular Registered Security is
registered in the Security Register and, with respect to a Bearer Security
and/or a Coupon, the bearer thereof.

  "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 202 or Section 301, as the case may
be.

  "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 installment of interest on such Security.

  "Market Exchange Rate" has the meaning specified in Section 410(i).

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

  "Medium-Term Debt Securities" has the meaning specified in Section 301.

  "Medium-Term Debt Securities Certificate" shall mean a certificate signed
by the Chairman of the Board, the President, any Vice President, the
Treasurer, the Controller, any Secretary or Assistant Treasurer, Assistant
Controller or Assistant Secretary of the Company, or any other employee of
the Company designated by a Board Resolution as having the authority to
deliver a Medium-Term Debt Securities Certificate hereunder.

  "Mortgage" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.

  "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or any Vice President, and by the Treasurer, the
Controller, the Secretary or any Assistant Treasurer, Assistant Controller
or Assistant Secretary, of the Company, and delivered to the Trustee. Each
such Officers' Certificate shall contain the statements provided in Section
102 if and to the extent required by the provisions of such Section.

  "Official Currency Unit Exchange Rate" means, with respect to any payment
to be made hereunder, the exchange rate between the relevant currency unit
and the currency or currency unit of payment calculated by the Exchange
Rate Agent for the Securities of the relevant series (in the case of ECU,
reported by the Commission of the European Communities and on the date
hereof based on the rates in effect at 2:30 p.m., Brussels time, on the
exchange markets of the Component Currencies of ECU), on the Business Day
(in the city in which such Exchange Rate Agent has its principal office)
immediately preceding delivery of any Exchange Rate Officers' Certificate.



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                                                              -6-




  "Opinion of Counsel" means a written opinion of counsel (subject to
customary qualifications and limitations), who may be counsel for or an
employee of the Company. Each Opinion of Counsel shall contain the
statements provided in Section 102 if and to the extent required by the
provisions of such Section.

  "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 602.

  "Outstanding" or "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 canceled by the Trustee or delivered or
  deemed delivered to the Trustee for cancelation;
  
    (ii)  Securities for whose payment or redemption money in the
  necessary amount and in the required currency or currency unit has been
  theretofore deposited with the Trustee or any Paying Agent (other than
  the Company) in trust or set aside and segregated in trust by the
  Company (if the Company shall act as its own Paying Agent) for the
  Holders of such Securities; provided that, if such Securities are to be
  redeemed, notice of such redemption has been duly given pursuant to this
  Indenture or provision therefor satisfactory to the Trustee has been
  made; and
  
    (iii) Securities which have been paid pursuant to Section 405 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 or
whether a quorum is present at a meeting of Holders of Outstanding
Securities or the number of votes entitled to be cast by each Holder of a
Security in respect of such Security at any such meeting, (i) 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 602, (ii) the principal amount of a Security denominated in a
Foreign Currency or currency unit shall be the Dollar equivalent obtained
by converting the specified Foreign Currency or currency unit into Dollars
at the Market Exchange Rate on the date of such determination (or, in the
case of a Security denominated in a currency unit for which there is no
Market Exchange Rate, the Dollar equivalent obtained by adding together the
results obtained by converting the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate for each such Component
Currency on the date of such determination) of the principal amount (or, in
the case of an Original Issue Discount Security, of the amount determined
as provided in (i) above) of such Security, and (iii) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.


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                                                              -7-




  "Paying Agent" means the Trustee or any other 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.

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

  "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if
any) and interest, if any, on the Securities of that series are payable as
specified in accordance with Section 202 or Section 301, as the case may
be.

  "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 405 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

  "Principal Property" means any real estate or any manufacturing or
processing plant or warehouse owned or leased by the Company or any
Restricted Subsidiary of the Company which is located within the United
States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein
without deduction of any depreciation reserves) of which on the date as of
which the determination is being made exceeds 2% of Consolidated Net
Tangible Assets, other than (a) any property which in the opinion of the
Board of Directors is not of material importance to the total business
conducted by the Company as an entirety or (b) any portion of a particular
property which is found by the Board of Directors not to be of material
importance to the use or operation of such property.

  "Realty Subsidiary" means a Subsidiary of the Company engaged primarily
in the development and sale or financing of real property.

  "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, in the currency or currency unit in which such
Security is payable, at which it is to be redeemed pursuant to this
Indenture.

  "Registered Global Note" has the meaning specified in Section 412.

  "Registered Security" means any Security registered in the Security
Register (including without limitation any Security in temporary or
definitive global registered form).

          "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 202 or Section 301,
as the case may be, which date shall be, unless otherwise specified
pursuant to Section 202 or Section 301, as the case may be, the fifteenth
day preceding such Interest Payment Date, whether or not such day shall be
a Business Day.

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                                                              -8-






  "Required Currency" has the meaning specified in Section 115.

  "Responsible Trust Officer", when used with respect to the Trustee, means
any  officer in the Corporate Trust Office and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.

  "Restricted Subsidiary" means a Subsidiary of the Company
(a) substantially all the property of which is located, or substantially
all the business of which is carried on, within the United States of
America and (b) which owns a Principal Property, but does not include a
Realty Subsidiary or a Finance Subsidiary.

  "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities (including Medium-Term
Debt Securities) authenticated and delivered under this Indenture and, in
the case of any Bearer Security, shall include where appropriate any
Coupons appertaining thereto.

  "Security Register" has the meaning specified in Section 404.

  "Security Registrar" means the Person appointed as the initial Security
Registrar in Section 404 or any Person appointed by the Company as a
successor or replacement Security Registrar.

  "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 406.

  "Specified Amount" has the meaning specified in Section 410(i).

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

  "Subsidiary" of any specified corporation means any corporation at least
a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by the specified corporation or by one or more of
its Subsidiaries, or both.

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

  "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, and as in force at the date as
of which this instrument was executed, except as provided in Section 1005.

          "United States" means the United States of America (including the
states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

<PAGE>

                                                              -9-






  "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  202 or
Section 301, as the case may be, 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.

  "U.S. Government Obligations" has the meaning specified in Section 505.

  "Valuation Date" has the meaning specified in Section 410(e).

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

  "Voting Stock", as applied to the stock of any corporation, means stock
of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock
having such power only by reason of the happening of a contingency.

  "Yield to Maturity" of any Security means the yield to maturity on such
Security, calculated at the time of issuance of such Security, or if
applicable, at the most recent redetermination of interest on such Security
in accordance with accepted financial practice.

  SECTION 102. Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee 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.

  Unless expressly otherwise specified with respect to any certificate or
opinion provided for in this Indenture, every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (other than annual certificates provided pursuant to
Section 1106) 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

<PAGE>

                                                              -10-






    (4)  a statement as to whether or not, in the opinion of each such
  individual, such condition or covenant has been complied with.
  
  SECTION 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

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

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

  SECTION 104. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of Securities of any series may
be embodied in and evidenced by (i) one or more instruments of
substantially similar tenor signed by such Holders in person or by proxies
duly appointed in writing, (ii) the record of such Holders voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fourteen, or (iii) a combination
of any such record and one or more instruments of substantially similar
tenor signed by such Holders in person or by proxies duly appointed in
writing. Except as herein otherwise expressly provided, such action shall
become effective when such record and/or instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such record or 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 or so voting at
any such meeting. Proof of execution of any such instrument or of a writing
appointing any such proxy shall be sufficient for any purpose of this
Indenture and (subject to Section 701) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section. The record
of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1406.

          (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.

<PAGE>

                                                              -11-






  (c)  The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed by any
trust company, bank, banker or other depository, wherever situated, showing
that at the date therein mentioned such Person had on deposit with such
depository, or exhibited to it, the Bearer Securities therein described; or
such facts may be proved by the certificate or affidavit of the Person
holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to bc satisfactory. The Trustee and the Company may assume
that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, (2) such Bearer Security is produced to the
Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no
longer Outstanding.

  (d)  The fact and date of execution of any such instrument or writing
pursuant to clause (c) above, the authority of the Person executing the
same and the principal amount and serial numbers of Bearer Securities held
by the Person so executing such instrument or writing and the date of
holding the same may also be proved in any other manner which the Trustee
deems sufficient; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this clause.

  (e)  The principal amount and serial numbers of Registered Securities
held by any Person and the date of holding the same shall be proved by the
Security Register.

  (f)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of a Holder shall bind every future Holder of the same
Security and/or Coupon and the Holder of every Security and/or Coupon
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 and/or Coupon.

          (g)  Whenever any Act is to be taken hereunder by the Holders of
two or more series of Securities denominated in different currencies (or
currency units), then, for the purpose of determining the principal amount
of Securities held by such Holders, the aggregate principal amount of the
Securities denominated in a Foreign Currency (or any currency unit) shall
be deemed to be that amount determined by the Company or by an authorized
Exchange Rate Agent and evidenced to the Trustee by an Officers'
Certificate as of the date the taking of such Act by the Holders of the
requisite percentage in principal amount of the Securities is evidenced to
the Trustee to be equal to the Dollar equivalent obtained by converting the
specified Foreign Currency or currency unit into Dollars at the Market
Exchange Rate on such date (or, in the case of a Security denominated in a
currency unit for which there is no Market Exchange Rate, the Dollar
equivalent obtained by adding together the results obtained by converting
the Specified Amount of each Component Currency into Dollars at the Market
Exchange Rate for each such Component Currency on such date) of the
principal amount (or, in the case of an Original Issue Discount Security,
the principal amount thereof that would be due and payable as of the
declaration of acceleration of the Maturity thereof pursuant to
Section 602) of such Security. An Exchange Rate Agent may be authorized in
advance or from time to time by the Company. Any such determination by the
Company or by any such Exchange Rate Agent shall be conclusive and binding
on all Holders, the Company and the Trustee, and neither the Company nor
any such Exchange Rate Agent shall be liable therefor in the absence of bad
faith.

<PAGE>

                                                              -12-






  (h)  If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a
Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

  SECTION 105. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,

    (1) the Trustee by any Holder or by the Company shall be made, given,
  furnished or filed in writing to or with the Trustee at its Corporate
  Trust Office and unless otherwise herein expressly provided, any such
  document shall be deemed to be sufficiently made, given, furnished or
  filed upon its receipt by a Responsible Trust Officer of the Trustee, or
  
    (2) the Company by the Trustee or by any Holder shall be sufficient
  for every purpose hereunder (unless otherwise herein expressly provided)
  if in writing and delivered in person, mailed, first-class postage
  prepaid, or sent by overnight courier or, until such time as the Company
  shall have notified the Trustee in writing that it shall no longer
  accept delivery of notice by telecopy or telex, given by telecopy or by
  telex (with answerback received) 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, or at its telecopy or telex number from time
  to time furnished in writing to the Trustee expressly for purposes of
  this Indenture, Attention: Secretary.
  
  SECTION 106. Notice to Holders; Waiver. (a) Where this Indenture provides
for notice to Holders of any event:

    (i) if any of the Securities affected by such event are Registered
  Securities, such notice shall be sufficiently given (unless otherwise
  herein expressly provided or unless otherwise specified in such
  Securities) if in writing and delivered in person, mailed, first-class
  postage prepaid or sent by overnight courier, to each Holder affected by
  such event, at his address as it appears in the Security Register,
  within the time prescribed for the giving of such notice, and
  
    (ii) if any of the Securities affected by such event are Bearer
  Securities, such notice shall be sufficiently given (unless otherwise
  herein expressly provided or unless otherwise specified in such
  Securities) if (A) published once in an Authorized Newspaper in New York
  City and London and, if applicable, in Luxembourg or such other place of
  publication as may be required pursuant to the rules and regulations of
  any securities exchange on which such Securities are listed, and (B)
  delivered in person, mailed, first-class postage prepaid or sent by
  overnight courier to such Persons whose names were previously filed with
  the Trustee, within the time prescribed for the giving of such notice.
  

<PAGE>

                                                              -13-






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 to Holders of
Registered Securities in the manner specified above, then such notification
as shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. In case by reason of
the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to
publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with
the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder.

  (b)  In any case where notice to a Holder of Registered Securities is
given in any manner specified in paragraph (a) above, such notice shall be
conclusively presumed to have been duly given, whether or not such Holder
receives such notice. In any case where notice to Holders of Registered
Securities is given in any manner specified in paragraph (a) above, neither
the failure to deliver, mail or send such notice, nor any defect in any
notice so mailed or sent, to any particular Holder of a Registered Security
shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided in
paragraph (a) above, nor any defect in any notice so published, shall
affect the sufficiency of any notice to Holders of Registered Securities
given as provided herein.

  (c)  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 of Securities shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

  SECTION 107. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through
operation of Section 318(c) thereof, such imposed duties shall control.

  SECTION 108. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

  SECTION 109. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

  SECTION 110. Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

  SECTION 111. Benefits of Indenture. Nothing in this Indenture or in the
Securities or Coupons, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this
Indenture.


<PAGE>

                                                              -14-








  SECTION 112. Governing Law. THIS INDENTURE AND THE SECURITIES AND COUPONS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

  SECTION 113.  Legal Holidays. Except as otherwise specified as
contemplated by Section 202 or Section 301, as the case may be, in any case
where any Interest Payment Date, Redemption Date, scheduled date of
repayment at the option of the Holder, scheduled date of required
repurchase or Stated Maturity of any Security or Coupon shall not be a
Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of such Security or Coupon) payment of
interest or principal (and premium, if any) need not be made at such Place
of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date,  Redemption Date, scheduled date of repayment at
the option of the Holder or scheduled date of required repurchase, or at
the Stated Maturity, as the case may be, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date, scheduled date of repayment at the option of the Holder, scheduled
date of required repurchase or Stated Maturity, as the case may be, to the
next succeeding Business Day at such Place of Payment if such payment is
made or duly provided for on such Business Day.

  SECTION 114. Moneys of Different Currencies To Be Segregated. The Trustee
shall segregate moneys, funds and accounts held by the Trustee hereunder in
one currency (or currency unit) from any moneys, funds or accounts in any
other currencies (or currency units), notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such amounts.

  SECTION 115. Payment To Be in Proper Currency. In the case of any
Security denominated in any particular currency or currency unit (the
"Required Currency"), subject  to applicable law and except as otherwise
provided herein, therein or in or pursuant to the related Board Resolution,
Medium-Term Debt Securities Certificate or supplemental indenture, the
obligation of the Company to make any payment of principal, premium or
interest thereon shall not be discharged or satisfied by any tender by the
Company, or recovery by the Trustee, in any currency or currency unit other
than the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee's timely holding the full amount of
the Required Currency then due and payable. If any such tender or recovery
is made in other than the Required Currency, the Trustee may take such
actions as it considers appropriate to exchange such other currency or
currency unit for the Required Currency. The costs and risks of any such
exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company, the Company shall be liable for
any shortfall or delinquency in the full amount of the Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor. The Company hereby waives any defense of payment based upon any
such tender or recovery which is not in the Required Currency, or which,
when exchanged for the Required Currency by the Trustee, is less than the
full amount of the Required Currency then due and payable

  SECTION 116. Language of Notices, etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

          SECTION 117. Changes in Exhibits. At any time and from time to
time, the Company may substitute a new form, or add new forms, of the
Exhibits hereto. Such substitution shall be effective upon receipt by the
Trustee of such new form of Exhibit and a Board Resolution or Officers'
Certificate adopting such new form of Exhibit, and thereafter all
references in this Indenture to such Exhibit shall be deemed to refer to
such new form of Exhibit.


<PAGE>

                                                              -15-








                     ARTICLE TWO

                Issuance of Securities

  SECTION 201. Creation of Securities in Amount Unlimited. An unlimited
aggregate principal amount of Securities may be issued pursuant to this
Article Two and, in the case of Medium-Term Debt Securities, pursuant to
Article Three. The Securities (including Medium-Term Debt Securities) may
be authenticated and delivered, as authorized by the Board of Directors, in
an unlimited number of series.

  SECTION 202. Documents Required for Issuance of Each Series of Securities
Other than Medium-Term Debt Securities. At any time and from time to time,
Securities of each series created pursuant to the provisions of this
Article Two may be executed by the Company and delivered to the Trustee and
shall be authenticated by the Trustee and delivered to, or upon the order
of, the Company upon receipt by the Trustee of the following:

    (a) A Board Resolution or Board Resolutions authorizing the issuance
  of the Securities of the series, and specifying, to the extent
  applicable, the following terms:
  
          (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
     (except for Securities authenticated and delivered upon registration
     of transfer of, or in exchange for, or in lieu of, other Securities of
     the series pursuant to Section 403, 404, 405, 1006 or 1207 and except
     for any Securities which, pursuant to Section 402, are deemed never to
     have been authenticated and delivered hereunder);
     
          (3) the date or dates on which the principal (and premium, if
     any) of any of the Securities of the series are payable or the method
     of determination thereof;
     
          (4) the rate or rates, or the method of determination thereof, at
     which any of 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 Registered Securities on
     any Interest Payment Date;
     
          (5)  the place or places where the principal of (and premium, if
     any) and interest, if any, on any of the Securities and Coupons, if
     any, of the series shall be payable and the office or agency for the
     Securities of the series maintained by the Company pursuant to
     Section 1102;
     
          (6) the period or periods within which, the price or prices at
     which and the terms and conditions upon which any of the Securities of
     the series may be redeemed, in whole or in part, at the option of the
     Company;
     

<PAGE>

                                                              -16-








          (7) the terms of any sinking fund and the obligation, if any, of
     the Company to redeem, repay or purchase Securities of the series
     pursuant to any sinking fund or analogous provisions, upon the
     occurrence of certain events 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
     so redeemed, repaid or purchased, in whole or in part;
     
          (8) the terms of the obligation of the Company, if any, to permit
     the conversion of the Securities of the series into stock or other
     securities of the Company or of any other corporation;
     
          (9) the terms, if any, for the attachment to Securities of the
     series of warrants, options   or other rights to purchase or sell
     stock or other securities of the Company;
     
          (10) if other than denominations of $1,000 and any integral
     multiple thereof, if Registered Securities, and $5,000, if Bearer
     Securities, for Securities denominated in Dollars, the denominations
     in which the Securities of the series shall be issuable;
     
          (11) if other than the principal amount thereof, the portion of
     the principal amount of any of the Securities of the series which
     shall be payable upon declaration of acceleration of the Maturity
     thereof pursuant to Section 602;
     
          (12) any non-application of Section 503, and whether and to what
     extent any other means of satisfaction and discharge and/or defeasance
     shall be applicable to the Securities and Coupons, if any, of a
     series;
     
          (13) any deletions or modifications of or additions to the Events
     of Default set forth in Section 601 or covenants of the Company set
     forth in Article Nine or Eleven pertaining to the Securities of the
     series (including without limitation whether the provisions of
     Section 1104 or Section 1105 shall not be applicable to the Securities
     of the series);
     
          (14) the forms of the Securities and Coupons, if any, of the
     series;
     
          (15) if other than Dollars, the currency or currencies, or
     currency unit or units, in which the Securities of such series will be
     denominated and/or in which payment of the principal of (and premium,
     if any) and interest, if any, on any of the Securities of the series
     shall be payable and the Exchange Rate Agent, if any, for such series;
     
          (16) if the principal of (and premium, if any) or interest, if
     any, on any of the Securities of the series are to be payable at the
     election of the Company or a Holder thereof, or under some or all
     other circumstances, in a currency or currencies, or currency unit or
     units, other than that in which the Securities are denominated, the
     period or periods within which, and the terms and conditions upon
     which, such election may be made, or the other circumstances under
     which any of the Securities are to be so payable, including without
     limitation the application of Section 410(b) and any deletions to,
     modifications of or additions to the provisions thereof, and any
     provision requiring the Holder to bear currency exchange costs by
     deduction from such payments;
     
          (17) if the amount of payments of principal of (and premium, if
     any) or interest, if any, on any of the Securities of the series may
     be determined with reference to an index based on (i) a currency or
     currencies or currency unit or units other than that in which such
     Securities are stated to be payable or (ii) any other method, not
     inconsistent with the provisions of this Indenture, then in each of
     cases (i) and (ii) the manner in which such amounts shall be
     determined;
     

<PAGE>

                                                              -17-








          (18) whether the Securities of the series are to be issued as
     Registered Securities or Bearer Securities (with or without Coupons),
     or any combination thereof, whether Bearer Securities may be exchanged
     for Registered Securities of the series and the circumstances under
     which and the place or places where any such exchanges, if permitted,
     may be made; and whether any Securities of the series are to be
     issuable initially in temporary global form and whether any Securities
     of the series are to be issuable in definitive global form with or
     without Coupons and, if so, whether beneficial owners of interests in
     any such definitive global Security may exchange such interests for
     Securities of such series and of like tenor of any authorized form and
     denomination and the circumstances under which and the place or places
     where any such exchanges may occur, if other than in the manner
     provided in Section 404 or Section 412;
     
          (19) if the Securities and Coupons, if any, of the series are to
     be issued upon the exercise of warrants, the time, manner and place
     for such Securities and Coupons, if any, to be authenticated and
     delivered;
     
          (20) whether and under what circumstances and with what
     procedures and documentation the Company will pay additional amounts
     on any of the Securities and Coupons, if any, of the series to any
     Holder who is not a U.S. Person (including a definition of such term),
     in respect of any tax, assessment or governmental charge withheld or
     deducted and, if so, whether the Company will have the option to
     redeem such Securities rather than pay additional amounts (and the
     terms of any such option);
     
          (21) the Person to whom any interest on any Registered Security
     of the series shall be payable, if other than the Person in whose name
     that Security (or one or more Predecessor Securities) is registered at
     the close of business on the Regular Record Date for such interest,
     the manner in which, or the Person to whom, any interest on any Bearer
     Security of the series shall be payable, if otherwise than upon
     presentation and surrender of the Coupons appertaining thereto as they
     severally mature and the extent to which, or the manner in which, any
     interest payable on a temporary global Security on an Interest Payment
     Date will be paid if other than in the manner provided in Section 403;
     
          (22) whether the Securities of the series shall be issued in
     whole or in part in the form of one or more global Securities and, in
     such case, the U.S. Depositary or any Common Depositary for, and any
     other provisions relating to, such global Security or global
     Securities; and if the Securities of the series are issuable only as
     Registered Securities, (A) the manner in which and the circumstances
     under which Registered Global Notes representing Securities of the
     series may be exchanged for Registered Securities in definitive form,
     if other than, or in addition to, the manner and circumstances
     specified in Section 412, and (B) any other provisions that may be
     necessary or desirable to effect compliance with the rules,
     regulations, practices and policies of the U.S. Depositary from time
     to time in effect, which provisions may or may not be consistent with
     Section 412; and
     
          (23) any other terms of any of the Securities of the series
     (which terms shall not be inconsistent with the provisions of this
     Indenture).
     

<PAGE>

                                                              -18-








    If any of the terms of the series are established by action taken
  pursuant to a Board Resolution or Board Resolutions, an Officers'
  Certificate certifying as to such action also shall be delivered to the
  Trustee.
  
    (b) In case the Securities of the series to be authenticated and
  delivered are to be created pursuant to one or more supplemental
  indentures, such supplemental indenture or indentures, accompanied by a
  Board Resolution or Board Resolutions authorizing such supplemental
  indenture or indentures and designating the new series to be created and
  prescribing pursuant to paragraph (a) above, consistent with the
  applicable provisions of this Indenture, the terms and provisions
  relating to the Securities of the series.
  
    (c)  Either (i) a certificate or other official document evidencing
  the due authorization, approval or consent of any governmental body or
  bodies, at the time having jurisdiction in the premises, together with
  an Opinion of Counsel that the Trustee is entitled to rely thereon and
  that the authorization, approval or consent of no other governmental
  body is required, or (ii) an Opinion of Counsel that no authorization,
  approval or consent of any governmental body is required.
  
    (d) An Opinion of Counsel that all instruments furnished the Trustee
  conform to the requirements of this Indenture and constitute sufficient
  authority hereunder for the Trustee to authenticate and deliver the
  Securities and to deliver the Coupons, if any, of the series; that all
  conditions precedent provided for in this Indenture relating to the
  authentication and delivery of the Securities and delivery of the
  Coupons, if any, of the series have been complied with and the Company
  is duly entitled to the authentication and delivery of the Securities
  and Coupons, if any, of the series in accordance with the provisions of
  this Indenture; that all laws and requirements with respect to the form
  and execution by the Company of the supplemental indenture, if any, and
  the execution and delivery by the Company of the Securities and Coupons,
  if any, of the series have been complied with; that the Company has
  corporate power to execute and deliver the supplemental indenture, if
  any, and to issue the Securities and Coupons, if any, of the series and
  has duly taken all necessary corporate action for those purposes; and
  that the supplemental indenture, if any, as executed and delivered and
  the Securities and Coupons, if any, of the series, when issued, will be
  the legal, valid and binding obligations of the Company enforceable
  against the Company in accordance with their terms (subject to
  applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
  moratorium or other laws affecting creditors' rights generally from time
  to time in effect, the enforceability of the Company's obligations also
  being subject to general principles of equity (regardless of whether
  such enforceability is considered in a proceeding in equity or at law));
  that the Securities and Coupons, if any, of the series, when issued,
  will be entitled to the benefits of this Indenture, equally and ratably
  with all other Securities and Coupons, if any, of such series
  theretofore issued and then outstanding hereunder; and that the amount
  of Securities then outstanding under this Indenture, including the
  Securities of the series, will not exceed the amount at the time
  permitted by law or this Indenture.
  
    (e) An Officers' Certificate stating that the Company is not in
  default under this Indenture and that the issuance of the Securities and
  Coupons, if any, of the series will not result in any breach of any of
  the terms, conditions or provisions of, or constitute a default under,
  the Company's certificate of incorporation or by-laws or any indenture,
  mortgage, deed of trust or other agreement or instrument to which the
  Company is a party or by which it is bound, or any order of any court or
  administrative agency entered in any proceeding to which the Company is
  a party or by which it may be bound or to which it may be subject; and
  that all conditions precedent provided in this Indenture relating to the
  authentication and delivery of the Securities and Coupons, if any, of
  the series have been complied with.
  

<PAGE>

                                                              -19-








    (f) Such other documents as the Trustee may reasonably require.
  
                    ARTICLE THREE

       Issuance of Medium-Term Debt Securities

  SECTION 301. Documents Required for Issuance of Each Series of Medium-
Term Debt Securities. At any time, and from time to time, Securities
(sometimes referred to herein as "Medium-Term Debt Securities") of each
series created pursuant to the provisions of this Article Three may be
executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to, or upon the order of, the
Company upon receipt by the Trustee of the following:

    (a) A Board Resolution or Board Resolutions authorizing the issuance
  of Medium-Term Debt Securities up to a specified aggregate principal
  amount or having a maximum aggregate offering price, in such series and
  subject to such terms as shall be established by officers of the Company
  authorized by such resolutions to establish such series and terms.
  
    (b) A Medium-Term Debt Securities Certificate requesting the Trustee
  to authenticate and deliver Medium-Term Debt Securities of a series as
  contemplated by Section 402, and specifying, to the extent applicable,
  the following terms with respect to the Medium-Term Debt Securities of
  the particular series, or specifying, to the extent applicable, the
  method of determining any such terms with respect to any such
  Medium-Term Debt Securities, authorized pursuant to the Board Resolution
  or Board Resolutions referred to in paragraph (a) above:
  
          (1) the title of the Medium-Term Debt Securities of the series
     (which shall distinguish the Medium-Term Debt Securities of the series
     from all other Securities);
     
          (2) the dates of the Medium-Term Debt Securities of the series;
     
          (3) any limit upon the aggregate principal amount of the Medium-
     Term Debt Securities of the series which may be authenticated and
     delivered (except for Medium-Term Debt Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in
     lieu of, other Medium-Term Debt Securities of the series pursuant to
     Section 403, 404, 405, 1006 or 1207 and except for any Medium-Term
     Debt Securities which, pursuant to Section 402, are deemed never to
     have been authenticated and delivered hereunder);
     
          (4) the date or dates on which the principal (and premium, if
     any) of any of the Medium-Term Debt Securities of the series are
     payable;
     
          (5) the rate or rates at which any of the Medium-Term Debt
     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 Medium-Term Debt Securities of
     the series that are Registered Securities on any Interest Payment
     Date;
     

<PAGE>

                                                              -20-








          (6) the place or places where the principal of (and premium, if
     any) and interest, if any, on any of the Medium-Term Debt Securities
     and Coupons, if any, of the series shall be payable and the office or
     agency for the Medium-Term Debt Securities of the series maintained by
     the Company pursuant to Section 1102;
     
          (7) the period or periods within which, the price or prices at
     which and the terms and conditions upon which any of the Medium-Term
     Debt Securities of the series may be redeemed, in whole or in part, at
     the option of the Company;
     
          (8) the terms of any sinking fund and the obligation, if any, of
     the Company to redeem, repay or purchase Medium-Term Debt Securities
     of the series pursuant to any sinking fund or analogous provisions,
     upon the occurrence of certain events 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 Medium-Term Debt
     Securities of the series shall be so redeemed, repaid or purchased, in
     whole or in part;
     
          (9) the terms of the obligation of the Company, if any, to permit
     the conversion of the Medium-Term Debt Securities of the series into
     stock or other securities of the Company or of any other corporation;
     
          (10) the terms, if any, for the attachment to Medium-Term Debt
     Securities of the series of warrants, options or other rights to
     purchase or sell stock or other securities of the Company;
     
          (11) if other than denominations of $1,000 and any integral
     multiple thereof, if Registered Securities, and $5,000 if Bearer
     Securities, for Medium-Term Debt Securities denominated in Dollars,
     the denominations in which the Medium-Term Debt Securities of the
     series shall be issuable;
     
          (12) if other than the principal amount thereof, the portion of
     the principal amount of any of the Medium-Term Debt Securities of the
     series which shall be payable upon declaration of acceleration of the
     Maturity thereof pursuant to Section 602;
     
          (13) any non-application of Section 503, and whether and to what
     extent any other means of satisfaction and discharge and/or defeasance
     shall be applicable to the Medium-Term Debt Securities and Coupons, if
     any, of the series;
     
          (14) any deletions or modifications of or additions to the Events
     of Default set forth in Section 601 or covenants of the Company set
     forth in Article Nine or Eleven pertaining to the Medium-Term Debt
     Securities of the series (including without limitation whether the
     provisions of Section 1104 or Section 1105 shall not be applicable to
     the Medium-Term Debt Securities of the series);
     
          (15) if other than Dollars, the currency or currencies, or
     currency unit or units, in which any of the Medium-Term Debt
     Securities of the series will be denominated and/or in which payment
     of the principal of (and premium, if any) and interest, if any, on any
     of the Medium-Term Debt Securities of the series shall be payable and
     the Exchange Rate Agent, if any, for such series;
     
          (16) if the principal of (and premium, if any) or interest, if
     any, on any of the Medium-Term Debt Securities of the series are to be
     payable at the election of the Company or Holder thereof, or under
     some or all other circumstances, in a currency or currencies, or
     currency unit or units, other than that in which the Medium-Term Debt
     Securities are stated to be payable, the period or periods within
     which, and the terms and conditions upon which, such election may be
     made, or the other circumstances under which any of the Medium-Term
     Debt Securities are to be so payable, including without limitation the
     application of Section 410(b) and any deletions to, modification of or
     additions to the provisions thereof, and any provision requiring the
     Holder to bear currency exchange costs by deduction from such
     payments;
     

<PAGE>

                                                              -21-








          (17) if the amount of payments of principal of (and premium, if
     any) or interest, if any, on any of the Medium-Term Debt Securities of
     the series may be determined with reference to an index based on (i) a
     currency or currencies or currency unit or units other than that in
     which such Medium-Term Debt Securities are stated to be payable or
     (ii) any other method, not inconsistent with the provisions of this
     Indenture, then in each of cases (i) and (ii) the manner in which such
     amounts shall be determined;
     
          (18) whether the Medium-Term Debt Securities of the series are to
     be issued as Registered Securities or Bearer Securities (with or
     without Coupons), or any combination thereof, whether Bearer
     Securities may be exchanged for Registered Securities of the series
     and the circumstances under which and the place or places where any
     such exchanges, if permitted, may be made; and whether any of the
     Medium-Term Debt Securities of the series are to be issuable initially
     in temporary global form and whether any of the Medium-Term Debt
     Securities of the series are to be issuable in definitive global form
     with or without Coupons and, if so, whether beneficial owners of
     interests in any such definitive global Medium-Term Debt Security may
     exchange such interests for any of the Medium-Term Debt Securities of
     such series and of like tenor of any authorized form and denomination
     and the circumstances under which and the place or places where any
     such exchange may occur, if other than in the manner provided in
     Section 404 or Section 412;
     
          (19) if any of the Medium-Term Debt Securities and Coupons, if
     any, of the series are to be issued upon the exercise of warrants, the
     time, manner and place for such Medium-Term Debt Securities and
     Coupons, if any, of the series to be authenticated and delivered;
     
          (20) whether and under what circumstances and with what
     procedures and documentation the Company will pay additional amounts
     on any of the Medium-Term Debt Securities of the series to any Holder
     who is not a U.S. Person (including a definition of such term), in
     respect of any tax, assessment or governmental charge withheld or
     deducted and, if so, whether the Company will have the option to
     redeem such Medium-Term Debt Securities rather than pay additional
     amounts (and the terms of any such option);
     
          (21) the Person to whom any interest on any Medium-Term Debt
     Security of the series shall be payable, if other than the Person in
     whose name that Medium-Term Debt Security (or one or more Predecessor
     Securities) is registered at the close of business on the Regular
     Record Date for such interest, the manner in which, or the Person to
     whom, any interest on any Bearer Security of the series shall be
     payable, if otherwise than upon presentation and surrender of the
     Coupons appertaining thereto as they severally mature and the extent
     to which, or the manner in which, any interest payable on a temporary
     global Medium-Term Debt Security on an Interest Payment Date will be
     paid if other than in the manner provided in Section 403;
     

<PAGE>

                                                              -22-








          (22) if other than the forms set forth in Exhibit A hereto, the
     forms of the Medium-Term Debt Securities and Coupons, if any, of the
     series;
     
          (23) whether the Medium-Term Debt 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 or any Common
     Depositary for, and any other provisions relating to, such global
     Security or global Securities; and if the Medium-Term Debt Securities
     of the series are issuable only as Registered Securities, (A) the
     manner in which and the circumstances under which Registered Global
     Notes representing Medium-Term Debt Securities of the series may be
     exchanged for Registered Securities in definitive form, if other than,
     or in addition to, the manner and circumstances specified in
     Section 412, and (B) any other provisions that may be necessary or
     desirable to effect compliance with the rules, regulations, practices
     and policies of the U.S. Depositary from time to time in effect, which
     provisions may or may not be consistent with Section 412; and
     
          (24) any other terms of any of the Medium-Term Debt Securities of
     the series (which terms shall not be inconsistent with the provisions
     of this Indenture).
     
    Unless the Company shall be required to deliver an Officers'
  Certificate pursuant to paragraph (d) below in connection with the
  authentication of the Medium-Term Debt Securities of the series, the
  delivery of such Medium-Term Debt Securities Certificate to the Trustee
  shall be deemed to be a certification by the Company that all matters
  certified in the most recent Officers' Certificate delivered to the
  Trustee pursuant to paragraph (d) below continue to be true and correct,
  as if such Officers' Certificate related to the Medium-Term Debt
  Securities covered by such Medium-Term Debt Securities Certificate, on
  and as of the date of such Medium-Term Debt Securities Certificate. The
  delivery of such Medium-Term Debt Securities Certificate also shall be
  deemed to be a certification that the Board Resolution or Board
  Resolutions referred to in paragraph (a) above are in full force and
  effect on and as of the date of such Medium-Term Debt Securities
  Certificate and that the terms and form or forms of the Medium-Term Debt
  Securities and Coupons, if any, of the series have been established by
  an officer or officers of the Company authorized by such Board
  Resolution or Board Resolutions in accordance with the provisions
  thereof and hereof.
  
    (c) If (i) the Company shall not have previously delivered to the
  Trustee an Opinion of Counsel to the effect set forth in this paragraph
  (c) with respect to the Medium-Term Debt Securities authorized pursuant
  to the Board Resolution or Board Resolutions referred to in paragraph
  (a) above or (ii) if the Medium-Term Debt Securities Certificate
  referred to in paragraph (b) above specifies a means of satisfaction and
  discharge other than the application of Section 503 with respect to the
  series of Medium-Term Debt Securities to which such Medium-Term Debt
  Securities Certificate relates, either (A) an Opinion of Counsel that
  the Medium-Term Debt Securities have been duly authorized by resolutions
  of the Board of Directors of the Company, subject to the establishment
  of certain terms of the Medium-Term Debt Securities and Coupons, if any,
  of the series by officers of the Company authorized by such resolutions
  to establish such terms, that when the terms of the Medium-Term Debt
  Securities and Coupons, if any, of the series have been established as
  provided in such resolutions, in this Indenture and in the applicable
  Medium-Term Debt Securities Certificate and the Medium-Term Debt
  Securities and Coupons, if any, of the series have been executed,
  authenticated and delivered in accordance with the provisions of this
  Indenture, the Medium-Term Debt Securities and Coupons, if any, of the
  series, assuming they do not violate any applicable law then binding on
  the Company, will constitute legal, valid and binding obligations of the
  Company entitled to the benefits of this Indenture, equally and ratably
  with all other Securities and Coupons, if any, of such series
  theretofore issued and then outstanding hereunder, and that the amount
  of Securities then outstanding under this Indenture, including the
  Medium-Term Debt Securities of the series, will not exceed the amount at
  the time permitted by law or this Indenture, or (B) such other Opinion
  of Counsel as is satisfactory to the Trustee in form and substance.
  

<PAGE>

                                                              -23-










    (d) If the Company shall not have delivered an Officers' Certificate
  pursuant to the provisions of this paragraph (d) to the Trustee during
  the immediately preceding 12-month period, an Officers' Certificate
  stating that the Company is not in default under this Indenture, that
  the issuance of the Medium-Term Debt Securities and Coupons, if any, of
  the series will not result in any breach or violation of any of the
  terms, conditions or provisions of, or constitute a default under, the
  Company's certificate of incorporation or By-laws or any order of any
  court or other governmental body entered in any proceeding to which the
  Company is a party or by which it may be bound or to which it may be
  subject, that all laws, rules and regulations and any requirements of
  any court or other governmental body with respect to the execution and
  delivery by the Company of the Medium-Term Debt Securities and Coupons,
  if any, of the series have been complied with and that, upon the
  delivery of an Officer's Certificate pursuant to Section 301(e) with
  respect to any issue of Medium-Term Debt Securities of a series, all
  conditions precedent provided in this Indenture relating to the
  authentication and delivery of such issue of the Medium-Term Debt
  Securities and Coupons, if any, of the series will have been complied
  with.
  
    (e) With respect to each issue of Medium-Term Debt Securities and
  Coupons, if any, of a series, an Officer's Certificate stating that the
  issuance of such issue of Medium-Term Debt Securities and Coupons, if
  any, of such series will not result in the breach of any of the terms,
  conditions or provisions of, or constitute a default under, any
  indenture, mortgage, deed of trust or other agreement or instrument to
  which the Company is a party or by which it is bound.
  
    (f) Such other documents as the Trustee shall reasonably request.
  
  SECTION 302. Form of Medium-Term Debt Securities. The Medium-Term Debt
Securities and Coupons, if any, of each series shall be in such forms as
shall be specified as contemplated by Section 301. In the absence of any
such provisions with respect to the Medium-Term Debt Securities of any
series, the Medium-Term Debt Securities and Coupons, if any, of such series
shall be substantially in the applicable form set forth in Exhibit A
hereto, except with such additions, changes and deletions thereto as may be
required to reflect the different provisions thereof as shall be specified
as provided in Section 301.

                     ARTICLE FOUR

                    The Securities

  SECTION 401. Form and Denomination. All Securities of any one series and
the Coupons appertaining to any Bearer Securities of such series shall be
substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to in Section 202 or Section 301, as the case may
be, and (subject to Section 402) set forth in the Officers' Certificate or
Medium-Term Debt Securities Certificate referred to in Section 202 or
Section 301, as the case may be, or in any indenture supplemental hereto.


<PAGE>

                                                              -24-








  The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 202 or Section 301, as the
case may be. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in
Dollars shall be issuable in denominations of $l,000 and any integral
multiple thereof, if registered, and in denominations of $5,000 if bearer.
Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine with the approval
of the Trustee. Each Security shall bear the appropriate legends, if any,
as required by U.S. Federal tax law and regulations.

  SECTION 402. Execution, Delivery, Dating and Authentication. The
Securities shall be executed on behalf of the Company by the manual or
facsimile signature of its Chairman, its President, any of its Vice
Presidents, its Treasurer, any Assistant Treasurer, its Secretary or any
Assistant Secretary. Any Coupons shall be executed on behalf of the Company
by the manual or facsimile signature of any such officer of the Company. In
case any of the above referenced officers of the Company who shall have
signed any of the Securities or Coupons shall cease to be such officer
before the Securities so signed shall have been authenticated and delivered
by the Trustee or disposed of by the Company, such Securities nevertheless
may be authenticated and delivered or disposed of as though the person who
signed such Securities and/or Coupons had not ceased to be such officer;
and any Securities or Coupons may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Security or
Coupon, shall be such officers of the Company, although at the date of the
execution of this Indenture any such person was not such officer.

  At any time and from time to time, the Company may deliver Securities of
any series, together with any Coupons appertaining thereto, executed by the
Company to the Trustee for authentication, together (except in the case of
any Medium-Term Debt Securities) with a Company Order for the
authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order (or, in the case of Medium-Term Debt
Securities of any series, upon receipt of a Medium-Term Debt Securities
Certificate and in accordance with the terms thereof) shall authenticate
and make available for delivery such Securities; provided, however, that,
unless otherwise specified in the Board Resolution (or, in the case of any
Bearer Securities that are Medium-Term Debt Securities in the Medium-Term
Debt Securities Certificate) with respect to an Bearer Securities, in
connection with its original issuance, no Bearer Security (including any
temporary Bearer Security issued pursuant to Section 403 which is not in
global form) shall be mailed or otherwise delivered to any location in the
United States; and provided further that, unless otherwise specified in the
Board Resolution (or, in the case of any Bearer Securities that are Medium-
Term Debt Securities, in the Medium-Term Debt Securities Certificate) with
respect to such Bearer Securities, such Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to
receive such Bearer Security (including any temporary Bearer Security
issued pursuant to Section 403 which is not in global form) shall have
furnished to the Company or any agent, underwriter or selling group member
a certificate substantially in the form set forth in Exhibit B.2 to this
Indenture, dated no earlier than 15 days prior to the earlier of the date
on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a definitive global Bearer Security,
then, for purposes of this Section and Section 403, the notation of a
beneficial owner's interest therein upon original issuance of such Security
or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such
beneficial owner's interest in such definitive global Bearer Security.
Except as permitted by Section 405, the Trustee shall not authenticate and
make available for delivery any Bearer Security unless all appurtenant
Coupons for interest then matured have been detached and canceled.


<PAGE>

                                                              -25-








  The Trustee shall not be required to authenticate Securities of any
series if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or if the Trustee determines that such action
may not lawfully be taken.

  Unless otherwise specified pursuant to Section 301(b)(2), each Registered
Security shall be dated the date of its authentication, and each Bearer
Security and any Bearer Security in global form shall be dated as of the
date of original issuance of the first Security of such series to be
issued.

  No Security or Coupon 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 below 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. Notwithstanding the foregoing, if any Security shall have been
duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancelation as provided in Section 408 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

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


This is one of the Securities of the series designated herein issued under
the within-mentioned Indenture.

                         STATE STREET BANK AND TRUST COMPANY,
                         as Trustee
                         
                         
                         
                         By
                              Authorized Signatory
                         
  SECTION 403. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order
(or, in the case of Medium-Term Debt Securities, receipt of the Medium-Term
Debt Securities Certificate with respect to such Medium-Term Debt
Securities) the Trustee shall authenticate and make available for delivery,
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, in registered form or, if authorized, in bearer form with
one or more Coupons or without Coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced conclusively by their
execution of such Securities. Such temporary Securities may be in global
form.


<PAGE>

                                                              -26-








  Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs),
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 maintained pursuant to
Section 1102 in a Place of Payment for such series for the purpose of
exchanges of Securities of such series, without charge to the Holder. Upon
surrender for cancelation of any one or more temporary Securities of any
series (accompanied by any unmatured Coupons) the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor a like aggregate principal amount of definitive Securities of the
same series and of like tenor and of authorized denominations; provided,
however, that a definitive Bearer Security shall be delivered in exchange
for a temporary Bearer Security only in compliance with the conditions set
forth in Section 402.

  If temporary Bearer Securities of any series are issued in global form,
such temporary global Bearer Securities shall, unless otherwise specified
as contemplated by Section 202 or Section 301, as the case may be, be
delivered to the London office of a depository or common depository (the
"Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for
credit to the respective accounts of the beneficial owners of interests in
such Securities (or to such other accounts as they may direct).

  Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary
global Security (which shall (subject to any applicable laws and
regulations) be at least 40 days after the issue date of such temporary
global Security (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date such temporary global Security shall
be surrendered by the Common Depositary to the Trustee, as the Company's
agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge and the Trustee shall
authenticate and make available for delivery, in exchange for each portion
of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
definitive global form or any combination thereof, as specified as
contemplated by Section 202 or Section 301, as the case may be, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified as
contemplated by Section 202 or Section 301, as the case may be, upon such
presentation by the Common Depositary, such temporary global Security shall
be accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euro-clear as to the portion of such temporary global
Security held for its account then to be exchanged and a certificate dated
the Exchange Date or a subsequent date and signed by CEDEL S.A. as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B.1 to this Indenture;
provided further that definitive Bearer Securities (including a definitive
global Bearer Security) shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of
Section 402.


<PAGE>

                                                              -27-








  Unless otherwise specified as contemplated by Section 202 or Section 301,
as the case may be, the interest of a beneficial owner of Securities of a
series in a temporary global Bearer Security shall be exchanged for
definitive Bearer Securities of the same series and of like tenor following
the Exchange Date when the beneficial owner instructs Euro-clear or CEDEL
S.A., as the case may be, to request such exchange on his behalf and
delivers to Euro-clear or CEDEL S.A., as the case may be, a certificate
substantially in the form set forth in Exhibit B.2 to this Indenture, dated
no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euro-clear, CEDEL S.A.,
the Trustee, any Authenticating Agent appointed for such series of
Securities and any Paying Agent appointed for such series of Securities.
Unless otherwise specified as contemplated by Section 202 or Section 301,
as the case may be, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euro-
clear or CEDEL S.A. The definitive Bearer Securities to be delivered in
exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

  Until exchanged in full as provided above, the temporary Securities of
any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 202 or Section 301, as the case may
be, interest payable on a temporary global Bearer Security on an Interest
Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euro-clear and CEDEL S.A. on
such Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to
the Trustee of a certificate or certificates substantially in the form set
forth in Exhibit B.1 to this Indenture, for credit without further interest
on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary global Security (or
to such other accounts as they may direct) on such Interest Payment Date
and who have each delivered to Euro-clear or CEDEL S.A., as the case may
be, a certificate substantially in the form set forth in Exhibit B.2 to
this Indenture. Any interest so received by Euro-clear and CEDEL S.A. and
not paid as herein provided shall be returned to the Trustee immediately
prior to the expiration of two years after such Interest Payment Date in
order to be repaid to the Company in accordance with Section 1103.

  SECTION 404. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at an office or agency to be maintained by
the Company in accordance with Section 1102 a register (being the combined
register of the Security Registrar and all additional transfer agents
designated pursuant to Section 1102 for the purpose of registration of
transfer of Securities and 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 Registered
Securities and the registration of transfers of Registered Securities.
State Street Bank and Trust Company is hereby appointed the initial
Security Registrar. At all reasonable times each register maintained by the
Security Registrar and any additional transfer agents shall be open for
inspection by the Trustee.


<PAGE>

                                                              -28-








  Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained pursuant to
Section 1102 for such purpose in a Place of Payment for such series, the
Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series of
any authorized denominations and of a like aggregate principal amount and
tenor.

  At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and
tenor, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified as contemplated
by Section 202 or Section 301, as the case may be, Bearer Securities may
not be issued in exchange for Registered Securities.

  At the option of the Holder, to the extent permitted by law, and unless
otherwise specified as contemplated by Section 202 or Section 301, as the
case may be, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all
unmatured Coupons and all matured Coupons in default appertaining thereto.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of
such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished
to them such security or indemnity as they may require to save each of them
and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1102, interest represented by
Coupons shall be payable only upon presentation and surrender of those
Coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date for payment, as the
case may be (or, if such Coupon is surrendered with such Bearer Security,
such Coupon shall be returned to the Person so surrendering the Bearer
Security), and interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such
Coupon when due in accordance with the provisions of this Indenture.


<PAGE>

                                                              -29-








  Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled
to receive.

  Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 202 or Section 301, as the case may be, any
definitive global Bearer Security shall be exchangeable only as provided in
this paragraph. If the beneficial owners of interests in a definitive
global Bearer Security are entitled to exchange such interests for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section
202 or Section 301, as the case may be, then without unnecessary delay but
in any event not later than the earliest date on which such interests may
be so exchanged, the Company shall deliver to the Trustee definitive
Securities in an aggregate principal amount equal to the principal amount
of such definitive global Bearer Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such
definitive global Bearer Security shall be surrendered by the Common
Depositary or such other depositary as shall be specified in the Company
Order or Medium-Term Debt Securities Certificate, as the case may be, with
respect thereto to the Trustee, as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee shall authenticate and make
available for delivery, in exchange for each portion of such definitive
global Bearer Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor
as the portion of such definitive global Bearer Security to be exchanged
which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated by
Section 202 or Section 301, as the case may be, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; provided, however, that
no such exchanges may occur during a period beginning at the opening of
business 15 Business Days before any selection of Securities of that series
to be redeemed and ending on the relevant Redemption Date; provided further
that no Bearer Security delivered in exchange for a portion of a definitive
global Security shall be mailed or otherwise delivered to any location in
the United States. If a Registered Security is issued in exchange for any
portion of a definitive global Bearer Security after the close of business
at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on
the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such definitive global Bearer
Security is payable in accordance with the provisions of this Indenture.

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


<PAGE>

                                                              -30-








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

  No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 403, 1006 or 1207 not
involving any transfer.

  The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the
opening of business 15 Business Days before any selection of Securities of
that series to be redeemed and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the
day of the mailing of the relevant notice of redemption and (B) if
Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of
the series are also issuable as Registered Securities and there is no
publication, the day of mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so
selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may
be exchanged for a Registered Security of that series and of like tenor;
provided that such Registered Security shall be simultaneously surrendered
for redemption.

  SECTION 405. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or Security with a mutilated Coupon appertaining to it
is surrendered to the Trustee, the Company shall execute and the Trustee
shall authenticate and make available for delivery in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered
Security, provided that if such new Security is a Bearer Security, such
Security shall be delivered only outside the United States.

  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 or
Coupon 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 or
Coupon has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and make available for delivery,
in lieu of any such destroyed, lost or stolen Security or in exchange for
the Security to which a destroyed, lost or stolen Coupon appertains (upon
surrender to the Trustee of such Security with all appurtenant Coupons not
destroyed, lost or stolen), a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding, with Coupons corresponding to the Coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

  In case any such mutilated, destroyed, lost or stolen Security or Coupon
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon, pay such
Security or Coupon; provided, however, that principal of (and premium, if
any) and any interest on Bearer Securities shall, except as otherwise
provided in Section 1102, be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated
by Section 202 or Section 301, as the case may be, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.


<PAGE>

                                                              -31-








  Upon the issuance of any new Security or Coupon 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 or Coupon of any series issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security or
Coupon shall constitute an original additional contractual obligation of
the Company, whether or not the mutilated, 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 or Coupons of that series duly issued hereunder.

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

  SECTION 406. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 202 or Section 301, as the
case may be, with respect to any series of Securities, interest on any
Registered 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. At the option of the Company, interest on the Registered
Securities of any series that bears interest may be paid by mailing a check
to the address of any Holder as such address shall appear in the Security
Register.

  Any interest on any Registered 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 Registered Securities of such series
  (or their respective Predecessor Securities) are registered at the close
  of business on a Special Record Date for the payment of such Defaulted
  Interest, which shall be fixed in the following manner. The Company
  shall notify the Trustee in writing of the amount of Defaulted Interest
  proposed to be paid on each Security of such series and the date of the
  proposed payment, and at the same time the Company shall deposit with
  the Trustee an amount of money equal to the aggregate amount proposed to
  be paid in respect of such Defaulted Interest or shall make arrangements
  satisfactory to the Trustee for such deposit prior to the date of the
  proposed payment, such money when deposited to be held in trust for the
  benefit of the Persons entitled to such Defaulted Interest as in this
  Clause provided. Thereupon the Trustee shall fix a Special Record Date
  for the payment of such Defaulted Interest which shall be not more than
  15 days and not less than 10 days prior to the date of the proposed
  payment and not less than 10 days after the receipt by the Trustee of
  the notice of the proposed payment. The Trustee shall promptly notify
  the Company of such Special Record Date and, in the name and at the
  expense of the Company, shall cause notice of the proposed payment of
  such Defaulted Interest and the Special Record Date therefor to be
  mailed, first-class postage prepaid, to each Holder of Securities of
  such series at his address as it appears in the Security Register, not
  less than 10 days prior to such Special Record Date. Notice of the
  proposed payment of such Defaulted Interest and the Special Record Date
  therefor having been so mailed, such Defaulted Interest shall be paid to
  the Persons in whose names the Securities of such series (or their
  respective Predecessor Securities) are registered at the close of
  business on such Special Record Date and shall no longer be payable
  pursuant to the following Clause (2).
  

<PAGE>

                                                              -32-








    (2)  The Company may make payment of any Defaulted Interest on the
  Registered Securities of any series in any other lawful manner not
  inconsistent with the requirements of any securities exchange on which
  such Securities may be listed, and upon such notice as may be required
  by such exchange, if, after notice given by the Company to the Trustee
  of the proposed payment pursuant to this Clause, such manner of payment
  shall be deemed practicable by the Trustee.
  
  Subject to the foregoing provisions of this Section and Section 404, 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 407. Persons Deemed Owners. Prior to due presentment of a
Registered 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 Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 404, 406 and 411 and unless otherwise
specified as contemplated by Section 202 or Section 301, as the case may
be) interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

  Title to any Bearer Security and any Coupons shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security and the Holder of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof (unless otherwise specified as
contemplated by Section 202 or Section 301, as the case may be) and for all
other purposes whatsoever, whether or not such Security or Coupon 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.

     Notwithstanding the foregoing, with respect to any temporary or
permanent global Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by a
Common Depositary or a U.S. Depositary, as the case may be, or impair, as
between a Common Depositary or a U.S. Depositary and holders of beneficial
interests in any temporary or permanent global Security, as the case may
be, the operation of customary practices governing the exercise of the
rights of the Common Depositary or the U.S. Depositary as Holder of such
temporary or permanent global Security.


<PAGE>

                                                              -33-








  SECTION 408. Cancelation. All Securities and Coupons 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. All Securities and Coupons
so delivered shall be promptly canceled by the Trustee. All Bearer
Securities and unmatured Coupons held by the Trustee pending such
cancelation shall be deemed to be delivered for cancelation for all
purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancelation any Securities previously
authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancelation any Securities
previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered to the Trustee shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or
in exchange for any Securities canceled as provided in this Section, except
as expressly permitted by this Indenture. All canceled Securities and
Coupons held by the Trustee shall be disposed of in a manner selected by
the Trustee unless otherwise directed by a Company Order; provided,
however, that the Trustee may, but shall not be required to, destroy such
canceled Securities and Coupons.

  SECTION 409. Computation of Interest. Except as otherwise specified as
contemplated by Section 202 or Section 301, as the case may be, for
Securities of any series, interest on the Securities of each series shall
bc computed on the basis of a 360-day year of twelve 30-day months.

  SECTION 410. Currency and Manner of Payment in Respect of  Securities.
The provisions of this Section shall apply to the Securities of any series
unless otherwise provided as contemplated by Section 202 or Section 301, as
the case may be.

    (a) The following payment provisions shall apply to any Registered
  Security of any series denominated in a Foreign Currency or any currency
  unit, including without limitation ECU, except as provided in paragraph
  (b) below:
  
              (1) Except as provided in subparagraph (a)(2) or in
       paragraph (e) below, payment of principal of and premium, if any,
       on such Registered Security will be made at the Place of Payment by
       delivery of a check in the currency or currency unit in which the
       Security is denominated on the payment date against surrender of
       such Registered Security, and any interest on any Registered
       Security will be paid at the Place of Payment by mailing a check in
       the currency or currency unit in which such interest is payable
       (which shall be the same as that in which the Security is
       denominated unless otherwise provided) to the Person entitled
       thereto at the address of such Person appearing on the Security
       Register.
       
              (2) Payment of the principal of, premium, if any, and
       interest, if any, on such Security may also, subject to applicable
       laws and regulations, be made at such other place or places as may
       be designated by the Company by any appropriate method.
       
    (b) With respect to any Registered Security of any series denominated
  in any currency unit, including without limitation ECU, if the following
  provisions (or any substitute therefor, or addition thereto, not
  inconsistent with this Indenture) are established pursuant to Section
  202 or Section 301, as the case may be, and if the Company has not,
  before the delivery of the election referred to in clause (1) below,
  deposited funds or securities in compliance with Section 501 or clause
  (a)(i) or (if specified pursuant to Section 202 or Section 301, as the
  case may be) clause (a)(ii) of Section 503, the following payment
  provisions shall apply to any payment to be made prior to the giving of
  any notice to Holders of any election to redeem pursuant to Section
  1204, except as otherwise provided in paragraphs (e) and (f) below:
  

<PAGE>

                                                              -34-








          (1) A Holder of Securities of a series shall have the option to
     elect to receive payments of principal of, premium, if any, and
     interest, if any, on such Securities in a currency or currency unit
     (including Dollars), other than that in which the Security is
     denominated, such election, as designated in the certificates for such
     Securities (or as provided by Section 202 or Section 301, as the case
     may be, or a supplemental indenture hereto with respect to
     uncertificated securities), shall be made by delivering to the Paying
     Agent a written election, to be in form and substance satisfactory to
     the Paying Agent, not later than the close of business in New York,
     New York, on the day 15 days prior to the applicable payment date.
     Such election will remain in effect for such Holder until changed by
     the Holder by written notice to the Paying Agent (but any such written
     notice must be received by the Paying Agent not later than the close
     of business on the day 15 days prior to the next payment date to be
     effective for the payment to be made on such payment date and no such
     change may be made with respect to payments to be made on any Security
     of such series with respect to which notice of redemption has been
     given by the Company pursuant to Article Twelve). Any Holder of any
     such Security who shall not have delivered any such election to the
     Paying Agent in accordance with this paragraph (b) will be paid the
     amount due on the applicable payment date in the relevant currency
     unit as provided in paragraph (a) of this Section. Payment of
     principal of and premium, if any, shall be made on the payment date
     therefor against surrender of such Security. Payment of principal,
     premium, if any, and interest, if any, shall be made at the Place of
     Payment by mailing at such location a check, in the applicable
     currency or currency unit, to the Holder entitled thereto at the
     address of such Holder appearing on the Security Register.
     
          (2) Payment of the principal of, premium, if any, and interest,
     if any, on such Security may also, subject to applicable laws and
     regulations, be made at such other place or places as may be
     designated by the Company by any appropriate method.
     
    (c) Payment of the principal of and premium, if any, and interest, if
  any, on any Bearer Security will be made, except as provided in
  Section 403 with respect to temporary global Securities, unless
  otherwise specified pursuant to Section 202 or Section 301, as the case
  may be, and/or Section 1001(8), at such place or places outside the
  United States as may be designated by the Company pursuant to any
  applicable laws or regulations by any appropriate method in the currency
  or currencies or currency unit or units in which the Security is payable
  (except as provided in paragraph (e) below) on the payment date therefor
  against surrender of the Bearer Security, in the case of payment of
  principal and premium, if any, or the relevant Coupon, in the case of
  payment of interest, if any, to a Paying Agent designated for such
  series pursuant to Section 1102.
  
    (d) Not later than 10 Business Days (with respect to any Place of
  Payment) prior to each payment date, the Paying Agent shall deliver to
  the Company a copy of its record of the respective aggregate amounts of
  principal of, premium, if any, and interest, if any, on the Securities
  to be made on such payment date, in the currency or currency unit in
  which each of the Securities is payable, specifying the amounts so
  payable in respect of Registered Securities and Bearer Securities and in
  respect of the Registered Securities as to which the Holders of
  Securities denominated in any currency unit shall have elected to be
  paid in another currency or currency unit as provided in paragraph (b)
  above. If the election referred to in paragraph (b) above has been
  provided for pursuant to Section 202 or Section 301, as the case may be,
  and if at least one Holder has made such election, then, not later than
  the fifth Business Day (with respect to any Place of Payment) prior to
  the applicable payment date the Company will deliver to the Trustee an
  Exchange Rate Officers' Certificate in respect of the Dollar or Foreign
  Currency or currency unit payments to be made on such payment date. The
  Dollar or Foreign Currency or currency unit amount receivable by Holders
  of Registered Securities denominated in a currency unit who have elected
  payment in another currency or currency unit as provided in paragraph
  (b) above shall be determined by the Company on the basis of the
  applicable Official Currency Unit Exchange Rate set forth in the
  applicable Exchange Rate Officers' Certificate.
  

<PAGE>

                                                              -35-








    (e) If a Foreign Currency in which any Security is denominated or
  payable ceases to be recognized both by the government of the country
  which issued such currency and for the settlement of transactions by
  public institutions of or within the international banking community, or
  if ECU ceases to be used within the European Monetary System, or if any
  other currency unit in which a Security is denominated or payable ceases
  to be used for the purposes for which it was established, in each case
  as determined in good faith by the Company, then with respect to each
  date for the payment of principal of, premium, if any, and interest, if
  any, on the applicable Security denominated or payable in such Foreign
  Currency, ECU or such other currency unit occurring after the last date
  on which such Foreign Currency, ECU or such other currency unit was so
  used (the "Conversion Date"), the Dollar shall become the currency of
  payment for use on each such payment date (but ECU or the Foreign
  Currency or the currency unit previously the currency of payment shall,
  at the Company's election, resume being the currency of payment on the
  first such payment date preceded by 15 Business Days during which the
  circumstances which gave rise to the Dollar becoming such currency no
  longer prevail, in each case as determined in good faith by the
  Company). The Dollar amount to be paid by the Company to the Trustee and
  by the Trustee or any Paying Agent to the Holder of such Security with
  respect to such payment date shall be the Dollar Equivalent of the
  Foreign Currency or, in the case of a currency unit, the Dollar
  Equivalent of the Currency Unit, as determined by the Exchange Rate
  Agent (which shall be delivered in writing to the Trustee not later than
  the fifth Business Day prior to the applicable payment date) as of the
  Conversion Date or, if later, the date most recently preceding the
  payment date in question on which such determination is possible of
  performance, but not more than 15 days before such payment date (such
  Conversion Date or date preceding a payment date as aforesaid being
  called the "Valuation Date") in the manner provided in paragraph (g) or
  (h) below.
  
    (f) If the Holder of a Registered Security denominated in a currency
  unit elects payment in a specified Foreign Currency or currency unit as
  provided for by paragraph (b) and such Foreign Currency ceases to be
  used both by the government of the country which issued such currency
  and for the settlement of transactions by public institutions of or
  within the international banking community, or if ECU ceases to be used
  within the European Monetary System, or if another currency unit ceases
  to be used for the purposes for which it is established, in each case as
  determined in good faith by the Company, such Holder shall (subject to
  paragraph (e) above) receive payment in the currency unit in which the
  Security is denominated. Each payment covered by an election pursuant to
  paragraph (b) above shall be governed by the provisions of this
  paragraph (f) (but, subject to any contravening valid election pursuant
  to paragraph (b) above, the specified Foreign Currency or ECU or other
  currency unit shall, at the Company's election, resume being the
  currency or currency unit, as applicable, of payment with respect to
  Holders who have so elected, but only with respect to payments on
  payment dates preceded by 15 Business Days during which the
  circumstances which gave rise to such currency unit becoming the
  currency unit of payment, no longer prevail, in each case as determined
  in good faith by the Company).
  

<PAGE>

                                                              -36-








    (g) The "Dollar Equivalent of the Foreign Currency" shall be
  determined by the Exchange Rate Agent as of each Valuation Date and
  shall be obtained by converting the specified Foreign Currency into
  Dollars at the Market Exchange Rate on the Valuation Date.
  
    (h) The "Dollar Equivalent of the Currency Unit" shall be determined
  by the Exchange Rate Agent as of each Valuation Date and shall be the
  sum obtained by adding together the results obtained by converting the
  Specified Amount of each Component Currency into Dollars at the Market
  Exchange Rate on the Valuation Date for such Component Currency.
  
    (i) For purposes of this Section 410 the following terms shall have
  the following meanings:
  
          A "Component Currency" shall mean any currency which, on the
     Conversion Date, was a component currency of the relevant currency
     unit, including without limitation ECU.
     
          A "Specified Amount" of a Component Currency shall mean the
     number of units (including decimals) which such Component Currency
     represented in the relevant currency unit, on the Conversion Date or,
     if ECU and such currency unit is being used for settlement of
     transactions by public institutions of or within the European
     Communities or was so used after the Conversion Date, the Valuation
     Date or the last date the currency unit was so used, whichever is
     later.  If after such date the official unit of any Component Currency
     is altered by way of combination or subdivision, the Specified Amount
     of such Component Currency shall be divided or multiplied in the same
     proportion. If after such date two or more Component Currencies are
     consolidated into a single currency, the respective Specified Amounts
     of such Component Currencies shall be replaced by an amount in such
     single currency equal to the sum of the respective Specified Amounts
     of such consolidated Component Currencies expressed in such single
     currency, and such amount shall thereafter be a Specified Amount and
     such single currency shall thereafter be a Component Currency.  If
     after such date any Component Currency shall be divided into two or
     more currencies, the Specified Amount of such Component Currency shall
     be replaced by specified amounts of such two or more currencies, the
     sum of which, at the Market Exchange Rate of such two or more
     currencies on the date of such replacement, shall be equal to the
     Specified Amount of such former Component Currency and such amounts
     shall thereafter be Specified Amounts and such currencies shall
     thereafter be Component Currencies.
     

<PAGE>

                                                              -37-








          "Market Exchange Rate" shall mean, as of any date, for any
     currency or currency unit the noon Dollar buying rate for that
     currency or currency unit, as the case may be, for cable transfers
     quoted in New York City on such date as certified for customs purposes
     by the Federal Reserve Bank of New York or such other rate as may be
     established pursuant to Section 202 or Section 301, as the case may
     be. If such rates are not available for any reason with respect to one
     or more currencies or currency units for which an Exchange Rate is
     required, the Exchange Rate Agent shall use, in its sole discretion
     and without liability on its part, such quotation of the Federal
     Reserve Bank of New York as of the most recent available date, or
     quotations from one or more major banks in New York City or in the
     country of issue of the currency or currency unit in question, or such
     other quotations as the Exchange Rate Agent shall deem appropriate.
     Unless otherwise specified by the Exchange Rate Agent, if there is
     more than one market for dealing in any currency or currency unit by
     reason of foreign exchange regulations or otherwise, the market to be
     used in respect of such currency or currency unit shall be that upon
     which a nonresident issuer of securities designated in such currency
     or currency unit would, as determined in its sole discretion and
     without liability on the part of the Exchange Rate Agent, purchase
     such currency or currency unit in order to make payments in respect of
     such securities.
     
          All decisions and determinations of the Exchange Rate Agent
     regarding the Dollar Equivalent of the Foreign Currency, the Dollar
     Equivalent of the Currency Unit and the Market Exchange Rate shall be
     in its sole discretion and shall, in the absence of manifest error, be
     conclusive for all purposes and irrevocably binding upon the Company
     and all Holders of the Securities and Coupons denominated or payable
     in the relevant currency or currency units. In the event that a
     Foreign Currency ceases to be used both by the government of the
     country which issued such currency and for the settlement of
     transactions by public institutions of or within the international
     banking community, the Company, after learning thereof, will
     immediately give notice thereof to the Trustee (and the Trustee will
     promptly thereafter give notice in the manner provided in Section 106
     to the Holders) specifying the Conversion Date. In the event the ECU
     ceases to be used within the European Monetary System, or any other
     currency unit in which Securities or Coupons are denominated or
     payable, ceases to be used for the purposes for which it was
     established, the Company, after learning thereof, will immediately
     give notice thereof to the Trustee (and the Trustee will promptly
     thereafter give notice in the manner provided in Section 106 to the
     Holders) specifying the Conversion Date. Any actions taken pursuant to
     the parentheticals at the end of the first sentence of Section 410(e)
     and at the end of Section 410(f) shall be promptly set forth in like
     notices from the Company to the Trustee and then from the Trustee to
     the Holders (which notices may be mailed with payment to the Holders).
     
          Subject to the provisions of Sections 701 and 703, the Trustee
     shall be fully justified and protected in relying and acting upon
     information received by it from the Company and the Exchange Rate
     Agent, and shall not otherwise have any duty or obligation to
     determine such information independently.
     
  SECTION 411. Securities in Global Form. If Securities of a series are
issuable in global form, as specified as contemplated by Section 202 or
Section 301, as the case may be, then, notwithstanding clause (a)(8) of
Section 202 or clause (b)(9) of Section 301, as the case may be, and the
provisions of Section 401, a global Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be
reduced or increased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order (or, in the
case of Medium-Term Debt Securities, the Medium-Term Debt Securities
Certificate) to be delivered to the Trustee pursuant to Section 402 or
Section 403. Subject to the provisions of Section 402 and, if applicable,
Section 403, the Trustee shall deliver and redeliver any Security in
definitive global bearer form in the manner and upon written instructions
given by the Person or Persons specified therein or in the applicable
Company Order (or, in the case of Medium-Term Debt Securities, the Medium-
Term Debt Securities Certificate). If a Company Order (or, in the case of
Medium-Term Debt Securities, Medium-Term Debt Securities Certificate)
pursuant to Section 402 or 403 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not
comply with Section 102 and need not be accompanied by an Opinion of
Counsel.


<PAGE>

                                                              -38-








  The provisions of the last sentence of the fifth paragraph of Section 402
shall apply to any Security represented by a Security in global form if
such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of the fifth paragraph
of Section 402.

  Notwithstanding the provisions of Section 406, unless otherwise specified
as contemplated by Section 202 or Section 301, as the case may be, payment
of principal of and any premium and any interest on any Security in
definitive global form shall be made to the Person or Persons specified
therein.

  SECTION 412. Registered Global Notes. (a) If the Company shall establish
pursuant to Section 202 or Section 301, as the case may be, that the
Registered Securities of a series are to be issued in whole or in part in
the form of one or more global Securities (Registered Securities in the
form of global Securities being herein called "Registered Global Notes"),
then the Company shall execute and the Trustee shall, in accordance with
Section 202 or Section 301, as the case may be, and the Company Order or
the Medium-Term Debt Securities Certificate, as the case may be, with
respect to such series, authenticate and deliver one or more temporary or
permanent Registered Global Notes that (i) shall represent the aggregate
principal amount of the Outstanding Securities of such series to be
represented by one or more Registered Global Notes, (ii) shall be
registered in the name of the U.S. Depositary for such Registered Global
Note or Notes or the nominee of such depositary, and (iii) may bear a
legend, in addition to any other legend required or requested by the U.S.
Depositary or included on such Note pursuant to applicable laws or
regulations, substantially to the following effect:

    UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
  REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
  BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY A
  NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE
  OF THE U.S. DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO
  A SUCCESSOR U.S. DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR U.S.
  DEPOSITARY.
  

<PAGE>

                                                              -39-








  Notwithstanding any other provision of this Section 412 or Section 404,
unless and until it is exchanged in whole or in part for Registered
Securities in definitive form, a Registered Global Note representing all or
a portion of the Registered 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.

     (b) 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 at 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 or a Medium-Term
Debt Securities Certificate, as the case may be, for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver Registered Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Registered
Global Note or Notes representing such series in exchange for such
Registered Global Note or Notes.

     (c) The Company may at any time and in its sole discretion determine
that all or a portion of the Registered Securities of any series issued in
the form of one or more Registered Global Notes shall no longer be
represented by such Registered Global Note or Notes.  In such event, the
Company will execute, and the Trustee, upon receipt of a Company Order or a
Medium-Term Debt Securities Certificate, as the case may be, for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Registered Global Note or Notes representing such series, or
portion thereof to be exchanged, in exchange for such Registered Global
Note or Notes.

     (d) If the Registered Securities of any series shall have been issued
in the form of one or more Registered Global Notes 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 or a Medium-Term Debt Securities Certificate, as
the case may be, for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Registered
Securities of such series, in definitive form and in an aggregate principal
amount equal to the principal amount of the Registered Global Note or Notes
representing such series in exchange for such Registered Global Note or
Notes.

     (e) If specified by the Company pursuant to Section 202 or Section
301, as the case may be, with respect to Registered Securities of a series,
the U.S. Depositary for such series of Registered Securities may surrender
a Registered Global Note for such series of Securities in exchange in whole
or in part for Registered 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:


<PAGE>

                                                              -40-








    (i) to each Person specified by the U.S. Depositary a new Registered
  Security or Securities of the same series in definitive form registered
  in such names and in such authorized denominations as the
  U.S. Depositary for such Registered Global Note, pursuant to
  instructions from its direct or indirect participants or otherwise,
  shall instruct the Trustee, and in exchange for such Person's beneficial
  interest in the Registered Global Note; and
  
    (ii) to the U.S. Depositary a new Registered Global Note in a
  denomination equal to the difference, if any, between the principal
  amount of the surrendered Registered Global Note and the aggregate
  principal amount of Registered Securities in definitive form delivered
  to Holders thereof.
  
     (f) Upon the exchange of a Registered Global Note for Registered
Securities in definitive form, such Registered Global Note shall be
cancelled by the Trustee.  Securities issued in exchange for a Registered
Global Note pursuant to this Section 412 shall be registered in such names
and in such authorized denominations as the U.S. Depositary for such
Registered Global Note, 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.



                     ARTICLE FIVE

              Satisfaction and Discharge

  SECTION 501. Satisfaction and Discharge of Indenture in Respect of Any
Series of Securities. This Indenture shall upon Company Request cease to be
of further effect with respect to a series of Securities (except as to any
surviving rights of (as applicable) registration of transfer or exchange of
Securities and Coupons, if any, of such series herein expressly provided
for), and the Trustee, at the request and expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such series, when

       (1) either
     
          (A) all Securities and Coupons, if any, of such series
     theretofore authenticated and delivered (other than (i) Securities and
     Coupons of such series which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 405 and
     (ii) Securities and Coupons of such series 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 1103) have been delivered to the
     Trustee for cancelation; or
     
          (B) all such Securities and Coupons of such series not
     theretofore delivered to the Trustee for cancelation
     
              (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,
       

<PAGE>

                                                              -41-








       and the Company, in the case of (i), (ii) or (iii) above, has
     irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust for the purpose an amount in the currency or
     currency unit in which such Securities and Coupons of such series are
     payable sufficient to pay and discharge the entire indebtedness on
     such Securities and Coupons of such series not theretofore delivered
     to the Trustee for cancelation, for principal (and premium, if any)
     and interest, if any, to the date of such deposit (in the case of
     Securities and Coupons of such series 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 with respect to such series of Securities; 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 the
  Securities of the series under this Indenture have been complied with.
  
  Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series, the obligations of the Company to the Trustee under
Section 707, the obligations of the Trustee to any Authenticating Agent
under Section 715 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of
the Trustee under Section 502 and the last paragraph of Section 1103 shall
survive.

  SECTION 502. Application of Trust Money. Subject to the provisions of the
last paragraph of Section 1103, all money deposited with the Trustee
pursuant to Sections 501 and 503 (and all money received as payment in
connection with U.S. Government Obligations and Foreign Government
Securities deposited pursuant to Section 503) shall be held in trust and
applied by it, in accordance with the provisions of the Securities and
Coupons, if any, 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 the Trustee.

  SECTION 503. Satisfaction, Discharge and Defeasance of Securities of Any
Series. (a) Unless pursuant to Section 202 or Section 301, as the case may
be, provision is made that this Section shall not be applicable to
Securities and Coupons, if any, of any series, at the Company's option,
either:

    (i) the Company will be deemed to have been Discharged (as defined
  below) from its obligations with respect to Securities and Coupons, if
  any, of such series, or
  
    (ii) the Company will cease to be under any obligation with respect to
  such series to comply with any term, provision or condition set forth in
  (x) Sections 901, 902, 1104 and 1105 or (y) the instrument or
  instruments setting forth the terms, provisions or conditions of such
  series pursuant to Section 202 or Section 301, as the case may be
  (provided, in the case of this subclause (y), that such instrument or
  instruments specify which terms, provisions or conditions, if any, are
  subject to this clause (a)(ii) and that no such instrument may specify
  that the Company may cease to comply with any obligations as to which it
  may not be Discharged pursuant to the definition of "Discharged").
  

<PAGE>

                                                              -42-








  (b) A Discharge pursuant to clause (a)(i) above shall be effective with
respect to the Securities and Coupons, if any, of such series on the first
day after the applicable conditions set forth below in (i) and either (ii)
or (iii) have been satisfied, and the Company's release from its
obligations to comply with certain obligations with respect to such series
pursuant to clause (a)(ii) above shall be effective with respect to the
Securities and Coupons, if any, of such series on the first day after the
applicable conditions set forth below in (i) and either (ii) or (iii) have
been satisfied:

       (i) the Company has:
     
          (A) paid or caused to be paid all other sums payable with respect
     to the Outstanding Securities and Coupons, if any, of such series (in
     addition to any required under clause (b)(ii) or (b)(iii)); and
     
          (B) 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 the entire
     indebtedness on all Outstanding Securities and Coupons, if any, of any
     such series have been complied with;
     
    (ii) (A) the Company shall have deposited or caused to be deposited
  irrevocably with the Trustee as a trust fund specifically pledged as
  security for, and dedicated solely to, the benefit of the Holders of the
  Securities and Coupons, if any, of such series (1) money in an amount
  (in such currency, currencies or currency unit or units in which any
  Outstanding Securities and Coupons, if any, of such series are payable)
  or (2) in the case of Securities and Coupons, if any, denominated in
  Dollars, U.S. Government Obligations (as defined below) or, in the case
  of Securities and Coupons, if any, denominated in a Foreign Currency,
  Foreign Government Securities (as defined below), 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 of principal (including any premium) and interest, if any,
  under the Securities and Coupons, if any, of such series, money in an
  amount or (3) a combination of (1) and (2), which in any case of
  clauses (1), (2) and (3) is sufficient (in the opinion with respect to
  (2) and (3) of a nationally recognized firm of independent public
  accountants expressed in a written certification thereof delivered to
  the Trustee) to pay and discharge each installment of principal of
  (including premium, if any, on), and interest, if any, on, the
  Outstanding Securities and Coupons, if any, of such series on the dates
  such installments of interest or principal are due, in the currency,
  currencies or currency unit or units, in which such Securities and
  Coupons, if any, are payable;
  
    (B)(1) no Event of Default or event (including such deposit) which
  with notice or lapse of time would become an Event of Default shall have
  occurred and be continuing on the date of such deposit, and (2) no Event
  of Default as defined in clause (5) or (6) of Section 601, or event
  which with notice or lapse of time or both would become an Event of
  Default under either such clause, shall have occurred within 91 days
  after the date of such deposit;
  
    (C) the Company shall have delivered to the Trustee an Opinion of
  Counsel to the effect that Holders of the Securities and Coupons, if
  any, of such series will not recognize income, gain or loss for Federal
  income tax purposes as a result of the Company's exercise of its option
  under this Section 503 and will be subject to Federal income tax in the
  same amount, in the same manner and at the same times as would have been
  the case if such option had not been exercised; and
  

<PAGE>

                                                              -43-








    (D) if the Securities of such series are then listed on the New York
  Stock Exchange, the Company shall have delivered to the Trustee an
  Opinion of Counsel to the effect that such Securities will not be
  delisted as the result of the Company's exercise of its option under
  this Section 503;
  
    (iii) the Company has properly fulfilled such other means of
  satisfaction and discharge as is specified, as contemplated by
  Section 202 or Section 301, as the case may be, to be applicable to the
  Securities and Coupons, if any, of such series.
  
  (c) Any deposits with the Trustee referred to in clause (b)(ii)(A) above
will be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee. If any Outstanding Securities and
Coupons, if any, of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any mandatory redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable
escrow trust agreement will provide therefor and the Company will make
arrangements for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company.

   SECTION 504. Reinstatement. If the Trustee is unable to apply any money,
U.S. Government Obligations or Foreign Government Securities in accordance
with Section 501 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities and Coupons, if any, of
such series shall bc revived and reinstated as though no deposit had
occurred pursuant to Section 501 until such time as the Trustee is
permitted to apply all such money, U.S. Government Obligations or Foreign
Government Securities in accordance with Section 501; provided, however,
that if the Company has made any payment of interest on or principal of
(and premium, if any) on any Securities and Coupons, if any, of such series
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such series of Securities and
Coupons, if any, to receive such payment from the money, U.S. Government
Obligations or Foreign Government Securities held by the Trustee.

  SECTION 505. Definitions. The following terms, as used in this Article,
shall have the following meanings:

    "Discharged" means that the Company will be deemed to have paid and
  discharged the entire indebtedness represented by, and obligations
  under, the Securities and Coupons, if any, of the series as to which
  this Section is specified as applicable as aforesaid and to have
  satisfied all the obligations under this Indenture relating to the
  Securities and Coupons, if any, of such series (and the Trustee, at the
  request and expense of the Company, will execute proper instruments
  acknowledging the same), except (A) the rights of Holders thereof to
  receive, from the trust fund described in Section 503(b)(ii)(A), payment
  of the principal of (and premium, if any) and the interest, if any, on
  such Securities and Coupons, if any, when such payments are due, (B) the
  Company's obligations with respect to such Securities and Coupons, if
  any, under Sections 404 and 405 (insofar as applicable to Securities of
  such series), 502, 1102 and 1103 (last paragraph only) and the Company's
  obligations to the Trustee under Section 707, (C) the rights of Holders
  of Securities of any series with respect to the currency or currency
  units in which they are to receive payments of principal, premium, if
  any, and interest, if any, and (D) the rights, powers, trusts, duties
  and immunities of the Trustee hereunder, will survive such discharge.
  The Company will reimburse the trust fund for any loss suffered by it as
  a result of any tax, fee or other charge imposed on or assessed against
  deposited U.S. Government Obligations or Foreign Government Securities,
  as the case may be, or any principal or interest paid on such
  obligations, and, subject to the provisions of Section 707, will
  indemnify the Trustee against any claims made against the Trustee in
  connection with any such loss.
  

<PAGE>

                                                              -44-








    "Foreign Government Securities" means, with respect to Securities and
  Coupons, if any, of any series that are denominated in a Foreign
  Currency, securities that are (i) direct obligations of the government
  that issued or caused to be issued such currency for the payment of
  which obligations its full faith and credit is pledged or (ii)
  obligations of a Person controlled or supervised by and acting as an
  agency or instrumentality of such government the timely payment of which
  is unconditionally guaranteed as a full faith and credit obligation by
  such government, which, in either case under clause (i) or (ii), are not
  callable or redeemable at the option of the issuer thereof.
  
    "U.S. Government Obligations" means securities that are (i) direct
  obligations of the United States of America for the payment of which its
  full faith and credit is pledged or (ii) obligations of a Person
  controlled or supervised by and acting as an agency or instrumentality
  of the United States of America the timely payment of which is
  unconditionally guaranteed as a full faith and credit obligation of the
  United States of America, which, in either case under clause (i) or
  (ii), are not callable or redeemable at the option of the issuer
  thereof, and will also include a depository receipt issued by a bank or
  trust company as custodian with respect to any such U.S. Government
  Obligation or a specific payment of interest on or principal of any such
  U.S. Government Obligation held by such custodian for the account of the
  holder of a depository receipt, provided that (except as required by
  law) such custodian is not authorized to make any deduction from the
  amount payable to the holder of such depository receipt from any amount
  received by the custodian in respect of the U.S. Government Obligation
  or the specific payment of interest on or principal of the U.S.
  Government Obligation evidenced by such depository receipt.
  
                     ARTICLE SIX

                       Remedies

  SECTION 601. Events of Default. "Event of Default" with respect to any
series of Securities means each one of the events specified below in this
Section 601, unless it is either inapplicable to a particular series or is
specifically deleted or modified in or pursuant to the supplemental
indenture, Board Resolution or Medium-Term Debt Securities Certificate
establishing such series of Securities:

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

<PAGE>

                                                              -45-








    (2) default in the payment of the principal of or premium, if any, on
  any of the Securities of such series, as and when the same shall become
  due and payable (subject to clause (3) below) either at maturity, upon
  redemption, by declaration or otherwise; or
  
    (3) default in the making of any payment for a sinking, purchase or
  analogous fund provided for in respect of such series of Securities, as
  and when the same shall become due and payable; or
  
    (4) failure on the part of the Company duly to observe or perform any
  other of the covenants or agreements on the part of the Company in
  respect of the Securities of such series, or in this Indenture contained
  with respect to such series, for a period of 90 days after the date on
  which written notice of such failure requiring the Company to remedy the
  same and stating that such notice is a `Notice of Default' hereunder,
  shall have been given, 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 aggregate principal amount of the Securities of such series
  at the time Outstanding; or
  
    (5) entry of a decree or order for relief in respect of the Company by
  a court having jurisdiction in the premises in an involuntary case under
  any applicable Federal or state bankruptcy, insolvency or other similar
  law now or hereafter in effect, or appointing a receiver, liquidator,
  assignee, custodian, trustee, sequestrator (or similar official) of the
  Company or for any substantial part of its property, or ordering the
  winding-up or liquidation of its affairs and such decree or order shall
  remain unstayed and in effect for a period of 60 consecutive days; or
  
    (6) commencement by the Company of a voluntary case under any
  applicable Federal or state bankruptcy, insolvency or other similar law
  now or hereafter in effect, or consent by the Company to the appointment
  of or taking possession by a receiver, liquidator, assignee, trustee,
  custodian, sequestrator (or other similar official) of the Company or
  for any substantial part of its property, or any general assignment by
  the Company for the benefit of creditors, or failure by the Company
  generally to pay its debts as they become due, or the taking by the
  Company of any corporate action in furtherance of any of the foregoing;
  or
  
    (7) any other Event of Default provided with respect to Securities of
  that series.
  
  SECTION 602. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in each and every such case,
either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series or, in the
case of an Event of Default specified in Clause (5) or (6) of Section 601,
of all series (voting as a class) with respect to which such Event of
Default has occurred and is continuing, 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, together
with accrued interest thereon, if any, to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified
amount), together with accrued interest thereon, if any, shall become
immediately due and payable.


<PAGE>

                                                              -46-








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

    (1) the Company has paid or deposited with the Trustee a sum
  sufficient to pay
  
          (A) all overdue interest on all Securities of that series,
     
          (B) the principal of (and premium, if any, on) any Securities of
     that series which have become due otherwise than by such declaration
     of acceleration and interest thereon at the rate or rates prescribed
     therefor in such Securities,
     
          (C) to the extent that payment of such interest is lawful,
     interest upon overdue interest at the rate or rates prescribed
     therefor in such Securities, and
     
          (D) in Dollars 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 nonpayment of the principal of Securities of that series
  which has become due solely by such declaration of acceleration, have
  been cured or waived as provided in Section 613.
  
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

  SECTION 603. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

    (1) default shall be made in the payment of any installment of
  interest on any Security or Coupon as and when the same shall become due
  and payable, and such default shall have continued for the period of
  grace provided for with respect to such Security or Coupon, as the case
  may be,
  
    (2) default shall be made in the payment of the principal of or
  premium, if any, on any Security as and when the same shall have become
  due and payable (subject to clause (3) below), whether at maturity of
  the Security or upon redemption or by declaration or otherwise, and such
  default shall have continued for any period of grace provided for with
  respect to such Security, or
  
    (3) default shall be made in the making of any payment for any
  sinking, purchase or analogous fund provided for in respect of any
  Security as and when the same shall become due and payable, and such
  default shall have continued for any period of grace provided for with
  respect to such Security,
  
the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities and Coupons, if any, the whole amount then
due and payable on such Securities and Coupons, if any, 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 installments of
interest, if any, at the rate or rates prescribed therefor in such
Securities and Coupons, if any, 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.


<PAGE>

                                                              -47-








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

  If an Event of Default with respect to Securities and Coupons, if any, 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 and/or Coupons 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 604. 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, if any, owing and unpaid in respect of
  the Securities and to file such other papers or documents as may be
  necessary or advisable in order to have the claims of the Trustee
  (including any claim for 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;
  
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 707.

  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 and/or Coupons 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 605. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities and
Coupons, if any, may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons, if any, 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 and Coupons, if any, in respect of which
such judgment has been recovered.


<PAGE>

                                                              -48-








  SECTION 606. 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 Coupons, if any, 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 707;
  
    SECOND: to the payment of the amounts then due and unpaid for
  principal of (and premium, if any) and interest on the Securities and
  Coupons, if any, in respect of which or for the benefit of which such
  money has been collected, ratably, without preference or priority of any
  kind, according to the amounts due and payable on such Securities and/or
  Coupons for principal (and premium, if any) and interest, if any,
  respectively; and
  
    THIRD: the balance, if any, to the Person or Persons entitled thereto.
  
  SECTION 607. Limitation on Suits. No Holder of Securities 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) an Event of Default with respect to Securities of such series
  shall have occurred and be continuing and such Holder has previously
  given written notice to the Trustee of such continuing Event of Default;
  
    (2) the Holders of not less than 25% in principal amount of the
  Outstanding Securities of that series or, in the case of an Event of
  Default specified in Clause (5) or (6) of Section 601, of all series
  (voting as a class) with respect to which such Event of Default has
  occurred and is continuing, shall have made written request to the
  Trustee to institute proceedings in respect of such Event of Default in
  its own name as Trustee hereunder;
  
    (3) such Holder or Holders have offered to the Trustee reasonable
  indemnity against the costs, expenses and liabilities to be incurred in
  compliance with such request;
  
    (4) the Trustee for 60 days after its receipt of such notice, request
  and offer of indemnity has failed to institute any such proceeding; and
  
    (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 or, in the
  case of an Event of Default specified in Clause (5) or (6) of
  Section 601, of all series (voting as a class) with respect to which
  such Event of Default has occurred and is continuing;
  
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 (including without limitation the provisions of
Section 612) 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.


<PAGE>

                                                              -49-








  SECTION 608. Unconditional Right of Holders To Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security or any Coupon shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 406) interest, if any, on such
Security or Coupon on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

  SECTION 609. Restoration of Rights and Remedies.  If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

  SECTION 610. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities and/or Coupons, if any, in the last paragraph of
Section 405, 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 611. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities and/or Coupons 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. Subject to the provisions of Section 607, every right
and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

  SECTION 612. Control by Holders. The Holders of not less than 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.
  
    (2) the Trustee may take any other action deemed proper by the Trustee
  which is not inconsistent with such direction, and
  
    (3) subject to the provisions of Section 701, the Trustee shall have
  the right to decline to follow any such direction if the Trustee in good
  faith shall, by a Responsible Trust Officer or Officers of the Trustee,
  determine that the action so directed would involve the Trustee in
  personal liability or would be unduly prejudicial to Holders not joining
  in such direction.
  

<PAGE>

                                                              -50-








  SECTION 613. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any
past default hereunder with respect to such series and its consequences,
except a default

    (1) in the payment of the principal of (or premium, if any) or
  interest, if any, on any Security of such series, or
  
    (2) in respect of a covenant or provision hereof which under Article
  Ten cannot be modified or amended without the consent of the Holder of
  each Outstanding Security of such series affected.
  
  Upon any such waiver, such default shall cease to exist with respect to
such series, and any Event of Default with respect to such series 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 614. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of a Security and/or Coupon by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit in the manner
and to the extent provided in Section 315(e) of the Trust Indenture Act,
having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security or the payment of interest on any Coupon
on or after the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).

  SECTION 615. Waiver of Stay or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


<PAGE>

                                                              -51-








                    ARTICLE SEVEN

                     The Trustee

  SECTION 701. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture
Act.  Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.  Whether or
not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this
Section.

  SECTION 702. 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 to the Holders of Securities of such series notice
as provided in Section 106 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, on) or interest on any Security of such series or in
the payment of any sinking fund installment 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 Trust Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of
the Holders of Securities of such series; provided further that in the case
of any default of the character specified in Section 601(4) with respect to
Securities of such series, no such notice to Holders shall be given until
at least 30 days after the occurrence of such default. 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 703. Certain Rights of Trustee. Subject to the provisions of
Section 701 and subject to Sections 315(a) through (d) of the Trust
Indenture Act:

    (a) the Trustee may rely and shall be protected in acting or
  refraining from acting in reliance upon any resolution, certificate,
  statement, instrument, opinion, report, notice, request, direction,
  consent, order, bond, debenture, note, coupon, 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 and the written advice of
  such counsel or any Opinion of Counsel shall be full and complete
  authorization and protection in respect of any action taken, suffered or
  omitted by it hereunder in good faith and in reliance thereon;
  

<PAGE>

                                                              -52-








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


    (f) the Trustee shall not be bound to make any investigation into the
  facts or matters stated in any resolution, certificate, statement,
  instrument, opinion, report, notice, request, direction, consent, order,
  bond, debenture, note, coupon, other evidence of indebtedness or other
  paper or document;
  
    (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
  counsel, and the Trustee shall not be responsible for any misconduct or
  negligence on the part of any agent or counsel appointed with due care
  (and, in the case of any agent, with the prior written consent of the
  Company; provided, however, that the Company's prior written consent
  shall not be required in connection with the appointment of an agent as
  a result of or in connection with a default or an Event of Default) by
  it hereunder; and
  
    (h) the Trustee shall not be liable for any action taken, suffered or
  omitted by it in good faith and believed by it to be authorized or
  within the discretion or rights or powers conferred upon it by this
  Indenture.
  
  SECTION 704. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no 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 705. May Hold Securities. The Trustee, 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 or
warrants to purchase Securities and, subject to Sections 708 and 713, may
otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.

  SECTION 706. Money Held in Trust. Except as provided in Section 114,
money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. The
Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

  SECTION 707. Compensation and Reimbursement. The Company agrees

    (1) to pay to the Trustee from time to time in Dollars such
  compensation as shall be agreed to in writing between the Company and
  the Trustee 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 in Dollars 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
  

<PAGE>

                                                              -53-








    (3) to indemnify the Trustee in Dollars for, and to hold it harmless
  against, any and all loss, liability, damage, claim or expense,
  including taxes (other than taxes based upon, or measured or determined
  by, 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 or liability in
  connection with the exercise or performance of any of its powers or
  duties hereunder.
  
  As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, premium, if any, or
interest, if any, on particular Securities.

  When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 601(5) and Section 601(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 708. Disqualification; Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions
of, the Trust Indenture Act and this Indenture.  To the extent permitted by
such Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of (i) being a trustee under this Indenture with respect to
Securities of more than one series, or (ii) being a trustee under the
indenture dated as of December 15, 1991, between the Company and State
Street Bank and Trust Company (as successor to The First National Bank of
Boston).

  SECTION 709. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee for each series of Securities hereunder which shall be
either (1) a corporation or other Person organized and doing business under
the laws of the United States of America, any State thereof or the District
of Columbia, which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by Federal or
State authority or (2) a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission, which is
authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional
trustees; in either case having a combined capital and surplus of at least
$50,000,000. If such corporation or Person publishes reports of condition
at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation or Person shall be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under common control
with the Company shall serve as trustee for the Securities of any series
issued hereunder. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


<PAGE>

                                                              -54-








  SECTION 710. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 711.

  (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 711
shall not have been delivered to the resigning Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

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

  (d)  If at any time:

    (1) the Trustee shall fail to comply with Section 708 after written
  request therefor by the Company or by any Holder who has been a bona
  fide Holder of a Security of a series as to which the Trustee has a
  conflicting interest for at least six months, or
  
    (2) the Trustee for a series shall cease to be eligible under
  Section 709 and shall fail to resign after written request therefor by
  the Company or by any Holder of Securities of such series, or
  
    (3) the Trustee shall become incapable of acting or shall be adjudged
  a bankrupt or insolvent or a receiver of the Trustee or of its property
  shall be appointed or any public officer shall take charge or control of
  the Trustee or of its property or affairs for the purpose of
  rehabilitation, conservation or liquidation,
  
then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee with respect to the series, or, in its discretion, with respect
to all Securities, or (ii) subject to Section 614, any Holder who has been
a bona fide Holder of a Security for at least six months (and, in the case
of Clause (1) above, who is a holder of a Security of a series as to which
the Trustee has a conflicting interest) 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 the series, or in the case of
clause (3), with respect to all Securities and the appointment of a
successor Trustee or Trustees.

  (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any
cause, with respect to the Securities of one or more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to
the Securities of one or more of or all such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and such successor Trustee or Trustees shall comply with
the applicable requirements of Section 711. 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 711, 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 711,
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.


<PAGE>

                                                              -55-








  (f)  The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series by giving notice of such event to all Holders of Securities of such
series as provided by Section 106. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

  SECTION 711. Acceptance of Appointment by Successor. (a)  In case of the
appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.

  (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 cotrustees
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.


<PAGE>

                                                              -56-








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

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

  SECTION 712. 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, including the trust created by this Indenture,
shall be the successor of the Trustee hereunder, provided that 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 713. Preferential Collection of Claims Against Company.  If and
when the Trustee shall be or become a creditor of the Company (or of any
other obligor upon the Securities or the Coupons, if any), 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 714. Judgment Currency. If, for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company
hereunder or under any Security or Coupon, it shall become necessary to
convert into any other currency or currency unit any amount in the currency
or currency unit due hereunder or under such Security or Coupon, then such
conversion shall be made at the Conversion Rate (as defined below) as in
effect on the date the Company shall make payment to any Person in
satisfaction of such judgment. If pursuant to any such judgment, conversion
shall be made on a date other than the date payment is made and there shall
occur a change between such Conversion Rate and the Conversion Rate as in
effect on the date of payment or distribution, the Company agrees to pay
such additional amounts (if any) as may be necessary to ensure that the
amount paid is the amount in such other currency or currency unit which,
when converted at the Conversion Rate as in effect on the date of payment
or distribution, is the amount then due hereunder or under such Security or
Coupon. Any amount due from the Company under this Section 714 shall be due
as a separate debt and is not to be affected by or merged into any judgment
being obtained for any other sums due hereunder or in respect of any
Security or Coupon so that in any event the Company's obligations hereunder
or under such Security or Coupon will be effectively maintained as
obligations in such currency or currency unit. In no event, however, shall
the Company be required to pay more in the currency or currency unit stated
to be due hereunder or under such Security or Coupon.


<PAGE>

                                                              -57-








  For purposes of this Section 714, "Conversion Rate" shall mean, as of any
date, for any currency or currency unit into which an amount due hereunder
or under any Security or Coupon is to be converted, the noon buying rate in
the other currency or currency unit for that currency or currency unit for
cable transfers quoted in New York City on such date as certified for
customs purposes by the Federal Reserve Bank of New York. If such rates are
not available for any reason with respect to one or more currencies or
currency units for which a Conversion Rate is required, the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New
York City or in the country of issue of the currency in question, or such
other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one
market for dealing in a currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such
currency or currency unit shall be that upon which a nonresident issuer of
securities denominated in such currency or currency unit would, as
determined in its sole discretion and without liability on the part of the
Exchange Rate Agent, purchase such currency or currency unit in order to
make payments in respect of such securities. If there does not exist a
quoted exchange rate in any currency or currency unit (the "First
Currency") for another currency unit (the "Second Currency"), then the
Conversion Rate for the Second Currency shall be equal to equivalent amount
in the First Currency obtained by converting the Specified Amount of each
Component Currency of the Second Currency into the First Currency at the
Conversion Rate (determined as provided above) for each such Component
Currency on such date (or, if the First Currency is a currency unit for
which there is no quoted exchange rate in any Component Currency, by
converting the Specified Amount of each Component Currency of the Second
Currency into the Specified Amount of each Component Currency of the First
Currency at the Conversion Rate (determined as provided above) for each
such Component Currency on such date).

  SECTION 715. Appointment of Authenticating Agent. The Company may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or
pursuant to Section 405, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Trustee and
shall at all times be a corporation having a combined capital and surplus
of not less than the equivalent of $50,000,000 and subject to supervision
or examination by Federal, state or District of Columbia authority or the
equivalent foreign authority, in the case of an Authenticating Agent who is
not organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia. If such
Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.


<PAGE>

                                                              -58-








  Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of such Authenticating Agent,
shall continue to be an Authenticating Agent; provided such corporation
shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent.

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

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

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

  This is one of the Securities of the series designated herein issued
under the within-mentioned Indenture.

                         STATE STREET BANK AND TRUST COMPANY, as Trustee
                         
                         
                         
                         By
                            As Authenticating Agent
                         
                         
                         By
                         Authorized [Officer] [Signatory]
                         

<PAGE>

                                                              -59-






                         
                         
     If all the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment or other
place where the Company wishes to have Securities of such series
authenticated upon original issuance, the Company shall appoint in
accordance with this Section an Authenticating Agent (which may be an
Affiliate of the Company if eligible to be appointed as an Authenticating
Agent hereunder) having an office in such Place of Payment or other place
designated by the Company with respect to such series of Securities.

                    ARTICLE EIGHT

  Holders' Lists and Reports by Trustee and Company

  SECTION 801. Company To Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:

    (a) semiannually, not later than January 15 and July 15 in each year,
  a list in such form as the Trustee may reasonably require and which
  shall comply with the requirements of the Trust Indenture Act, of the
  names and addresses of the Holders of each series of Registered
  Securities as of the preceding January 1 or July 1, as the case may be,
  and such information concerning the Holders of Bearer Securities which
  is known to the Company or any Paying Agent other than the Company;
  provided, however, that the Company and such  Paying  Agents  shall
  have  no  obligation  to investigate any matter relating to any Holder
  of a Bearer Security or a Coupon; 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, such list to be dated as of a date not more
  than 15 days prior to the time such list is furnished, and such
  information concerning the Holders of Bearer Securities which is known
  to the Company or any such Paying Agent; provided, however, that the
  Company and such Paying Agents shall have no obligation to investigate
  any matter relating to any Holder of a Bearer Security or a Coupon;
  
notwithstanding the foregoing subsections (a) and (b), at such times as the
Trustee is the Security Registrar and Paying Agent with respect to a
particular series of Securities, no such list shall be required to be
furnished in respect of such series.

  SECTION 802.  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 of each series contained in
the most recent list furnished to the Trustee as provided in Section 801
and the names and addresses of Holders of each series received by the
Trustee in any capacity as Security Registrar or Paying Agent. The Trustee
may destroy any list furnished to it as provided in Section 801 upon
receipt of a new list so furnished.

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

  (c) Every Holder of Securities or Coupons, 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 312 of the Trust
Indenture Act, 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 312(b) of the
Trust Indenture Act.


<PAGE>

                                                              -60-








  SECTION 803. Reports by Trustee. (a) Within 60 days after May 15 of each
year commencing with the May 15 occurring after the initial issuance of
Securities hereunder, the Trustee shall transmit to the Holders of
Securities, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, a brief report, dated as of such May 15, if
required by Section 313(a) of the Trust Indenture Act.  The Trustee also
shall comply with Section 313(b) of the Trust Indenture Act and shall
transmit to Holders, in the manner and to the extent provided in said
Section 313(c), such other reports, if any, as may be required pursuant to
the Trust Indenture Act.

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

     SECTION 804.  Reports by Company.  The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information,
documents and reports, and such summaries thereof and copies of portions
thereof, as may be required pursuant to Section 314 of the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 shall be filed with the Trustee within 15 days after the same
shall be so required to be filed with the Commission.

                     ARTICLE NINE

    Consolidation, Merger, Conveyance or Transfer

  SECTION 901. Company May Consolidate, etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety
to any Person, unless:

    (1) the corporation formed by such consolidation or into which the
  Company is merged or the Person which acquires by conveyance or transfer
  the properties and assets of the Company substantially as an entirety
  shall be a corporation organized and existing under the laws of the
  United States of America or any state or the District of Columbia, and
  shall expressly assume, by an indenture supplemental hereto, executed
  and delivered to the Trustee, in form satisfactory to the Trustee, the
  due and punctual payment of the principal of, and premium, if any, and
  interest, if any, on all the Securities and the performance or
  observance of every covenant of this Indenture on the part of the
  Company to be performed or observed;
  
    (2) immediately after giving effect to such transaction, no Event of
  Default, and no event which, after notice or lapse of time, or both,
  would become an Event of Default, shall have occurred and be continuing;
  and
  
    (3) the Company has delivered to the Trustee an Officers' Certificate
  and an Opinion of Counsel each stating that such consolidation, merger,
  conveyance or transfer and such supplemental indenture comply with this
  Article and that all conditions precedent herein provided for relating
  to such transaction have been complied with.
  

<PAGE>

                                                              -61-








  SECTION 902. Successor Corporation Substituted. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 901, the
successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein; and in the
event of any such conveyance or transfer, the Company (which term shall for
this purpose mean the Person named as the "Company" in the first paragraph
of this instrument or any successor corporation which shall have
theretofore become such in the manner prescribed in Section 901) shall be
discharged from all liability under this Indenture and in respect of the
Securities and may be dissolved and liquidated.

                     ARTICLE TEN

               Supplemental Indentures

  SECTION 1001. 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;
  
    (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;
  
    (3) to add any additional Events of Default with respect to all or any
  series of the Securities (and, if such Event of Default is applicable to
  less than all series of Securities, specifying the series to which such
  Event of Default is applicable);
  
    (4) to add to or change any of the provisions of this Indenture to
  such extent as shall be necessary to facilitate the issuance of
  Securities in bearer form, registrable or not registrable as to
  principal, and with or without interest coupons; to change or eliminate
  any restrictions on the payment of principal of or any premium or
  interest on Bearer Securities, to permit Bearer Securities to be issued
  in exchange for Bearer Securities of other authorized denominations;
  provided that any such addition or change shall not adversely affect the
  interests of the Holders of Securities of any series or any related
  Coupons in any material respect;
  
    (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 adversely affected by
  such change in or elimination of such provision;
  
    (6) to establish the form or terms of Securities of any series as
  permitted by Sections 202 and 301;
  
    (7) 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 711(b);
  

<PAGE>

                                                              -62-








    (8) if allowed under applicable laws and regulations, to permit
  payment in the United States of principal, premium or interest on Bearer
  Securities or Coupons, if any;
  
    (9) to provide for the issuance of uncertificated Securities of one or
  more series in addition  to or in place of certificated Securities;
  
    (10) to cure any ambiguity or to correct or supplement any provision
  herein which may be defective or inconsistent with any other provision
  herein; or
  
    (11) to make any other provisions with respect to matters or questions
  arising under this Indenture; provided such other provisions as may be
  made shall not adversely affect the interests of the Holders of
  outstanding Securities of any series in any material respect.
  
  SECTION 1002. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental
indenture (acting 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 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
  602, or change any Place of Payment where, or the currency, currencies
  or currency unit or units 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 affect adversely the terms, if any, of conversion of any
  Security into stock or other securities of the Company or of any other
  corporation,
  
    (2) reduce the percentage in principal amount of the Outstanding
  Securities of any series, the consent of whose Holders is required for
  any such supplemental indenture, or the consent of whose Holders is
  required for any waiver (of compliance with certain provisions of this
  Indenture or certain defaults hereunder and their consequences) provided
  for in this Indenture,
  
    (3) change any obligation of the Company, with respect to Outstanding
  Securities of a series, to maintain an office or agency in the places
  and for the purposes specified in Section 1102 for such series, or
  
    (4) modify any of the provisions of this Section, Section 613 or
  Section 1107, except to increase any such percentage or to provide with
  respect to the Securities of any particular series the right to
  condition the effectiveness of any supplemental indenture as to that
  series on the consent of the Holders of a specified percentage of the
  aggregate principal amount of Outstanding Securities of such series
  (which provision may be made pursuant to Section 202 or Section 301, as
  the case may be, without the consent of any Holder) 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 1107, or the deletion of this proviso, in accordance with the
  requirements of Section 711(b) and 1001(7).
  

<PAGE>

                                                              -63-








  For purposes of this Section 1002, if the Securities of any series are
issuable upon the exercise of warrants, each holder of an unexercised and
unexpired warrant with respect to such series shall be deemed to be a
Holder of Outstanding Securities of such series in the amount issuable upon
the exercise of such warrant. For such purposes, the ownership of any such
warrant shall be determined by the Company in a manner consistent with
customary commercial practices. The Trustee for such series shall be
entitled to rely on an Officers' Certificate as to the principal amount of
Securities of such series in respect of which consents shall have been
executed by holders of such warrants.

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

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

  SECTION 1003. 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 (in
addition to the opinion which the Trustee is entitled to receive pursuant
to Section 202), and (subject to Section 701) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

  SECTION 1004. 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 1005. 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.


<PAGE>

                                                              -64-








  SECTION 1006. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such
series.

                    ARTICLE ELEVEN

                      Covenants

  SECTION 1101. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of Securities and
Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any, on) and interest, if any, on the Securities and Coupons,
if any, of that series in accordance with the terms of the Securities and
Coupons, if any, of such series and this Indenture.

  SECTION 1102. Maintenance of Office or Agency. If Securities of a series
are issuable only as Registered Securities, the Company will maintain in
each Place of Payment for such series 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. If
Securities of a series are issuable as both Registered or Bearer Securities
or only as Bearer Securities, the Company will maintain (A) in the Borough
of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related Coupons may
be presented or surrendered for payment in the circumstances described in
the proviso contained in the last sentence of this first paragraph of
Section 1102 (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that
series and related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 1108); provided, however, that if the Securities
of that series are listed on any stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain
a Paying Agent for the Securities of that series in any required city
located outside the United States, so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside
the United States, an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for 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 and the Holders of the location, and any
change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in
respect of any series of Securities or shall fail to furnish the Trustee
with the address thereof, such presentations and surrenders of Securities
of that series may be made and notices and demands may be made or served at
the office or agency of the Company in the Borough of Manhattan, The City
of New York, except that Bearer Securities of that series and the related
Coupons may be presented and surrendered for payment (including payment of
any additional amounts payable on Bearer Securities of that series pursuant
to Section 1108) at the London office of the Trustee (or an agent with a
London office appointed by the Trustee and acceptable to the Company), and
the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands. No payment of
principal, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained
with a bank located in the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including
any additional amounts payable on Securities of such series pursuant to
Section 1108) shall be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The City of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at all offices or agencies outside
the United States maintained for the purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.


<PAGE>

                                                              -65-








  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 accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee and the Holders of any such
designation or rescission and of any change in the location of any such
other office or agency.

  SECTION 1103. 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, on) 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 in the relevant currency (or a sufficient number of
currency units, as the case may be) sufficient to pay the principal (and
premium, if any, on) or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

  Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, at or prior to the opening of business on each due
date of the principal of (and premium, if any, on) 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.


<PAGE>

                                                              -66-








  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, on) 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, on) 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 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, on) 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, or (if
then held by the Company) shall be discharged from such trust; and the
Holder of such Security and Coupons, if any, shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense and at
the direction of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business
Day and of general circulation in the Borough of Manhattan, The City of New
York, notice that such money remains unclaimed and that, after a date
specified herein, 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. All moneys payable to the Company by the Trustee
or any Paying Agent as provided in the preceding sentence shall be paid to
the Company on May 31 of each year.

  SECTION 1104.  Restrictions on Secured Debt.  The Company will not
itself, and will not permit any Restricted Subsidiary to, incur, issue,
assume, or guarantee any Debt, whether or not evidenced by negotiable
instruments or securities, secured after the date hereof by Mortgage on any
Principal Property of the Company or any Restricted Subsidiary or any
shares of Capital Stock of or Debt of any Restricted Subsidiary, without
effectively providing that all the Securities Outstanding (together with,
if the Company shall so determine, any other Debt of the Company or such
Restricted Subsidiary then existing or thereafter created which is not
subordinate to any of the Securities) shall be secured equally and ratably
with (or, at the option of the Company, prior to) such secured Debt, so
long as such secured Debt shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured Debt plus all
Attributable Debt of the Company and its Restricted Subsidiaries with
respect to sale and leaseback transactions to which Section 1105 is
applicable would not exceed 10% of Consolidated Net Tangible Assets;
provided, however, that this Section shall not apply to, and there shall be
excluded from secured Debt in any computation under this Section, Debt
secured by:


<PAGE>

                                                              -67-








    (a) Mortgages on property of, or on any shares of Capital Stock of or
  Debt of, any corporation existing at the time such corporation becomes a
  Restricted Subsidiary;
  
    (b) Mortgages in favor of the Company or any Restricted Subsidiary;
  
    (c) Mortgages in favor of any governmental body to secure progress,
  advance or other payments pursuant to any contract or provisions of any
  statute;
  
    (d) Mortgages on property, shares of Capital Stock or Debt existing at
  the time of acquisition thereof (including acquisition through merger or
  consolidation) or to secure the payment of all or any part of the
  purchase price thereof or construction thereon or to secure any Debt
  incurred prior to, at the time of, or within 180 days after the later of
  the acquisition of such property, shares of Capital Stock or Debt or the
  completion of construction for the purpose of financing all or any part
  of the purchase price thereof or construction thereon;
  
    (e) Mortgages securing obligations issued by a state, territory or
  possession of the United States, any political subdivision of any of the
  foregoing, or the District of Columbia, or any instrumentality of any of
  the foregoing to finance the acquisition or construction of property and
  on which the interest is not, in the opinion of tax counsel of
  recognized standing or in accordance with a ruling issued by the
  Internal Revenue Service, includible in gross income of the holder by
  reason of Section 103 of the Internal Revenue Code (or any successor to
  such provision) as in effect at the time of the issuance of such
  obligations; or
  
    (f) Any extension, renewal or replacement (or successive extensions,
  renewals or replacements), as a whole or in part, of any Mortgage
  referred to in the foregoing clauses (a) to (e), inclusive; provided,
  however, that such extension, renewal or replacement Mortgage shall be
  limited to all or part of the same property, shares of Capital Stock or
  Debt that secured the Mortgage so extended, renewed or replaced (plus
  improvements on such property).
  
  SECTION 1105.  Restrictions on Sales and Leasebacks.  The Company will
not itself, and will not permit any Restricted Subsidiary to, enter into
any transaction after the date hereof with any bank, insurance company or
other lender or investor, or to which any such bank, company, lender or
investor is a party, providing for the leasing by the Company or a
Restricted Subsidiary of any Principal Property which has been or is to be
sold or transferred by the Company or such Restricted Subsidiary to such
bank, company, lender or investor, or to any person to whom funds have been
or are to be advanced by such bank, company, lender or investor on the
security of such Principal Property (herein referred to as a "sale and
leaseback transaction") unless, after giving effect thereto, the aggregate
amount of all Attributable Debt with respect to all such transactions plus
all secured Debt to which Section 1104 is applicable would not exceed 10%
of Consolidated Net Tangible Assets.  This covenant shall not apply, and
there shall be excluded from Attributable Debt in any computation under
this Section, Attributable Debt with respect to any sale and leaseback
transaction if:


<PAGE>

                                                              -68-








    (a) the lease in such sale and leaseback transaction is for a period,
  including renewal rights, of not in excess of three years; or
  
    (b) the Company or a Restricted Subsidiary, within 180 days after the
  sale or transfer shall have been made by the Company or by a Restricted
  Subsidiary, applies an amount equal to the greater of the net proceeds
  of the sale of the Principal Property so leased at the time of entering
  into such arrangement (as determined in a reasonable manner approved by
  the Board of Directors) (i) to the retirement of Securities or other
  Funded Debt of the Company ranking on a parity with or senior to all the
  Securities, or the retirement of the Funded Debt of a Restricted
  Subsidiary; provided, however, that the amount to be applied to the
  retirement of such Funded Debt of the Company or a Restricted Subsidiary
  shall be reduced by (x) the principal amount of any Securities, or other
  notes or debentures constituting such Funded Debt, delivered within such
  180-day period to the trustee or other applicable trustee for retirement
  and cancelation and (y) the principal amount of such Funded Debt, other
  than items referred to in the preceding clause (x), voluntarily retired
  by the Company or a Restricted Subsidiary within 180 days after such
  sale; and provided, further, that, notwithstanding the foregoing, no
  retirement referred to in this clause (i) may be effected by payment at
  maturity or pursuant to any mandatory sinking fund payment or any
  mandatory prepayment provision, or (ii) to the purchase of other
  property which will constitute a Principal Property having a fair market
  value, in the opinion of the Board of Directors, at least equal to the
  fair market value of the Principal Property leased in such sale and
  leaseback transaction; or
  
    (c) such sale and leaseback transaction is entered into prior to, at
  the time of, or within 180 days after the later of the acquisition of
  the Principal Property or the completion of construction thereon; or
  
    (d) the lease in such sale and leaseback transaction secures or
  relates to obligations issued by a state, territory or possession of the
  United States, or any political subdivision of any of the foregoing, the
  District of Columbia, or any instrumentality of any of the foregoing to
  finance the acquisition or construction of property and on which the
  interest is not, in the opinion of tax counsel of recognized standing or
  in accordance with a ruling issued by the Internal Revenue Service,
  includible in gross income of the holder by reason of Section 103 of the
  Internal Revenue Code (or any successor to such provision) as in effect
  at the time of the issuance of such obligations; or
  
    (e) such sale and leaseback transaction is entered into between the
  Company and a Restricted Subsidiary or between Restricted Subsidiaries.
  
  SECTION 1106. Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year,
a written certificate signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the
Company, stating that:

    (1) a review of the activities of the Company during such year and of
  performance under this Indenture has been made under such officer's
  supervision; and
  
    (2) to such officer's knowledge, based on such review, the Company has
  fulfilled all its obligations, and has complied with all conditions and
  covenants, under this Indenture throughout such year, or, if there has
  been a default in the fulfillment of any such obligation, condition or
  covenant, specifying each such default known to him and the nature and
  status thereof. For purposes of this Section 1106, compliance shall be
  determined without regard to any grace period or requirement of notice
  provided pursuant to the terms of this Indenture.
  

<PAGE>

                                                              -69-








  SECTION 1107. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set
forth in Section 1104 or Section 1105 if before the time for such
compliance the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby shall, by Act of
such Holders (acting as one class), 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 1108. Additional Amounts. If the Securities of a series provide
for the payment of additional amounts, the Company will pay to the Holder
of any Security of such series or any related Coupon additional amounts as
provided therein. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or payment of any related Coupon
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of
the payment of additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in those provisions
hereof where such express mention is not made.

  If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment
of principal and any premium is made), and at least 10 days prior to each
date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the
Company's Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of
Securities of that series or any related Coupons who are United States
Aliens (as defined in such Securities) without withholding for or on
account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if
any, required to be withheld on such Payments to such Holders of Securities
or Coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.


<PAGE>

                                                              -70-








                    ARTICLE TWELVE

               Redemption of Securities

  SECTION 1201. Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as
contemplated by Section 202 or Section 301, as the case may be, for
Securities of any series) in accordance with this Article.

  SECTION 1202. Election To Redeem; Notice to Trustee. If the Company shall
desire to exercise the right to redeem all, or, as the case may be, any
part 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. 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 1203. 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 of $1,000 in excess
thereof, except as otherwise specified as contemplated by Section 202 or
Section 301, as the case may be) of the principal amount of Securities of
such series of a denomination larger than the minimum authorized
denomination for Securities of that series.

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

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

  SECTION 1204. Notice of Redemption. Notice of redemption shall be given
not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, as provided in Section 106.


<PAGE>

                                                              -71-








  Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the Place or Places of Payment, that the Securities of
such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case,
together with a brief statement of the facts permitting such redemption,
that on the Redemption Date the Redemption Price will become due and
payable upon each Security redeemed, that payment will be made upon
presentation and surrender of the applicable Securities, that all Coupons,
if any, maturing subsequent to the date fixed for redemption shall be void,
that any interest accrued to the Redemption Date will be paid as specified
in said notice, that the redemption is pursuant to the sinking fund, if
such is the case, and that on and after said Redemption Date any interest
thereon or on the portions thereof to be redeemed will cease to accrue. If
less than all the Securities of any series are to be redeemed, the notice
of redemption shall specify the registration and, if any, CUSIP numbers of
the Securities of such series to be redeemed, and, if only Bearer
Securities of any series are to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities, the last date on which
exchanges of Bearer Securities for Registered Securities not subject to
redemption may be made. In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and
after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof and with
appropriate Coupons will be issued, or, in the case of Registered
Securities providing appropriate space for such notation, at the option of
the Holders, the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

  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 1205. Deposit of Redemption Price. On or before the opening of
business on any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own paying
Agent, segregate and hold in trust as provided in Section 1103) an amount
of money in the relevant currency (or a sufficient number of currency
units, as the case may be) sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

  SECTION 1206. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security
for redemption in accordance with said notice, together with all Coupons,
if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only at an office or
agency located outside the United States (except otherwise provided in
Section 1102) and, unless otherwise specified as contemplated by
Section 202 or Section 301, as the case may be, only upon presentation and
surrender of Coupons for such interest; provided further that, unless
otherwise specified as contemplated by Section 202 or Section 301, as the
case may be, installments of interest on Registered Securities 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 406.


<PAGE>

                                                              -72-








  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that
interest represented by Coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1102) and, unless otherwise specified as contemplated by
Section 202 or Section 301, as the case may be, only upon presentation and
surrender of those Coupons.

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

  SECTION 1207. 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 make available for delivery to the Holder of such
Security without service charge, a new Security or Securities (with
appropriate Coupons) of the same series and Stated Maturity, 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 or, in the case of Registered Securities
providing appropriate space for such notation, at the option of the Holder,
the Trustee, in lieu of delivering a new Security or Securities as
aforesaid, may make a notation on such Security of the payment of the
redeemed portion thereof.

                   ARTICLE THIRTEEN

                    Sinking Funds

   SECTION 1301. 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 202 or
Section 301, as the case may be, 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 1302. 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 1302. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities (including all unmatured
Coupons appertaining thereto) of a series (other than any previously called
for redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so credited. Such
Securities shall be received and the outstanding principal amount thereof
credited for such purpose by the Trustee at the Redemption Price specified
in such Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.


<PAGE>

                                                              -73-








  SECTION 1303. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying
the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is
to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1302 and will also deliver to the Trustee any
Securities (including all unmatured Coupons appertaining thereto) to be so
delivered. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1203 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 1204. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1206 and 1207.

                   ARTICLE FOURTEEN

          Meetings of Holders of Securities

  SECTION 1401. Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be made, given or taken by Holders of Securities of
such series.

  SECTION 1402. Call, Notice and Place of Meetings. (a)  The Trustee may at
any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1401, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or in London, as
the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

  (b)  In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1401, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee
shall not have made the first publication of the notice of such meeting
within 20 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London, for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.


<PAGE>

                                                              -74-








  SECTION 1403.  Persons Entitled To Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

  SECTION 1404. Quorum; Action. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute
a quorum for a meeting of Holders of Securities of such series. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall
be given as provided in Section 1402(a), except that such notice need be
given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened.

  Except as limited by the proviso to Section 1002, and subject to the
provisions described in the next succeeding paragraph, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities
of that series; provided, however, that any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken
by the Holders of a specified percentage, which is equal to or less than a
majority, in principal amount of the Outstanding Securities of a series may
be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Securities of any series duly held in accordance with
this Section shall be binding on all the Holders of Securities of such
series and the related Coupons, whether or not present or represented at
the meeting.

  With respect to any consent, waiver or other action which this Indenture
expressly provides may be given by the Holders of a specified percentage of
Outstanding Securities of all series affected thereby (acting as one
class), only the principal amount of Outstanding Securities of any series
represented at a meeting or adjourned meeting duly reconvened at which a
quorum is present, held in accordance with this Section, and voting in
favor of such action, shall be counted for purposes of calculating the
aggregate principal amount of Outstanding Securities of all series affected
thereby favoring such action.


<PAGE>

                                                              -75-








  SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the
meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved
in the manner specified in Section 104 and the appointment of any proxy
shall be proved in the manner specified in Section 104 or by having the
signature of the person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the
holder of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other
proof.

  (b)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in
which case the Company or the Holders of Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the outstanding Securities of such series represented
at the meeting.

  (c)  At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 (or the equivalent thereof)
principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder
of a Security of such series or proxy.

  (d)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 1402 at which a quorum is present may be adjourned from
time to time by Persons entitled  to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.

  SECTION 1406. Counting Votes and Recording Action of Meetings. The vote
upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was given as
provided in Section 1402 and, if applicable, Section 1404. Each copy shall
be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.


<PAGE>

                                                              -76-










               __________________________



  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.




<PAGE>

                                                              -77-








  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.

                         POLAROID CORPORATION,
                         
                           by /s/ William J. O'Neill, Jr.
                             ----------------------------
                         
                         Name:     William J. O'Neill, Jr.
                         Title:    Executive Vice President and
                                   Chief Financial Officer


                         STATE STREET BANK AND TRUST COMPANY, as Trustee,
                         
                           by  /s/ Eric J. Donaghey
                           --------------------------------
                         Name:     Eric J. Donaghey
                         Title:  Assistant Vice President





Attest: /s/ Louise L. Cavanaugh
          ----------------------
(seal)    Louise L. Cavanaugh
          Assistant Corporate Secretary


Attest: /s/ Henry W. Seemore
          ----------------------
(seal)    Assistant Vice President




<PAGE>


                                                           Exhibit A.1

     If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "U.S. Depositary") or a nominee of the U.S.
Depositary, this Note is a global Note and the following legend is
applicable:  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of CEDE &
CO., or such other name as requested by an authorized representative of The
Depository Trust Company, and any payment is made to CEDE & CO. or such other
entity, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has
an interest herein.

                              POLAROID CORPORATION

                           MEDIUM-TERM NOTE, SERIES A

                    (Due 9 months or more from date of issue)
                                  (Fixed Rate)

                                 [Form of Face]

     The following summary of terms is subject to the
      information set forth on the reverse hereof:

REGISTERED NO.                              ORIGINAL ISSUE DATE:
OPTIONAL REDEMPTION: [ ] YES [ ] NO         STATED MATURITY:
INITIAL REDEMPTION DATE:                    REDEMPTION PRICE, if applicable:
                                            Initially __% of Principal
                                            Amount and declining by __% of
                                            the Principal Amount on each
                                            anniversary of the Initial
                                            Redemption Date until the
                                            Redemption Price is 100% of the
                                            Principal Amount.
PRINCIPAL AMOUNT: $
SPECIFIED CURRENCY:
AUTHORIZED DENOMINATIONS (If other than
$1,000 and any integral multiple thereof):
OPTION TO ELECT PAYMENTS IN U.S. DOLLARS:
    [ ] YES  [ ] NO                         CUSIP NO.__
FORM:            [ ] BOOK ENTRY
                 [ ] CERTIFICATED
                                            OPTION TO ELECT REPAYMENT:
                                                 [ ]YES  [ ]NO
INTEREST RATE:                              OPTIONAL REPAYMENT DATES:
INTEREST PAYMENT DATE[S]:                   OPTIONAL REPAYMENT PRICES:
REGULAR RECORD DATE[S]:                     OPTIONAL INTEREST RESET:
                                                 [ ]YES  [ ]NO
U.S. DEPOSITARY:                            OPTIONAL EXTENSIONS OF MATURITY
                                                 [ ]YES  [ ]NO
EXCHANGE RATE AGENT:                        EXTENSION PERIOD:
AMORTIZING NOTE: [ ]YES  [ ]NO              NUMBER OF EXTENSION PERIODS:
                                            FINAL MATURITY DATE:
OTHER PROVISIONS:                           ANNEX ATTACHED  [ ]YES  [ ]NO
                                            (and incorporated by
                                             reference herein)

<PAGE>


          POLAROID CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to

or registered assigns the principal sum set forth above, at the office or
agency of the Company in the Borough of Manhattan, The City and State of New
York, on the Stated Maturity specified above, and to pay interest thereon
from and including the Original Issue Date shown above or from and including
the most recent Interest Payment Date (as hereinafter defined) to which
interest has been paid or duly provided for, as the case may be.

          Interest will be paid on the Interest Payment Date or Dates shown
above ("Interest Payment Dates"), commencing with the first such Interest
Payment Date next succeeding the Original Issue Date shown above (except as
provided below), at the rate per annum specified above, until the principal
hereof is paid or made available for payment and on the Stated Maturity, and
interest shall accrue on any overdue principal and on any overdue installment
of interest (to the extent that the payment of such interest shall be legally
enforceable) at the rate per annum set forth above.  The interest so payable
and punctually paid or duly provided for on any Interest Payment Date will be
paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date set forth
above next preceding such Interest Payment Date.  The first payment of
interest on any Note originally issued between a Regular Record Date and the
related Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Person in whose name
this Note is registered on such next succeeding Regular Record Date.  Except
as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
(as defined in such Indenture) on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed (after receipt of notice from
the Company of a proposed payment of defaulted interest) by the Trustee (as
hereinafter defined), notice whereof shall be given to Holders of Notes not
less than 10 days preceding such special record date or may be paid in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of interest may, at the option of the Company, be made by check
mailed to the registered address of the person entitled thereto.
Notwithstanding the foregoing, interest payable at maturity shall be payable
to the person to whom the principal is payable.  Interest on the Notes will
be computed and paid on the basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date or the Stated Maturity for this Note is a day
that is not a Business Day, all payments to be made on such day will be made
on the next succeeding Business Day with the same force and effect as if made
on the due date, and no additional interest shall be payable as a result of
such delayed payment.

          Payments of interest to be paid in U.S. dollars (other than
interest, and if this is an Amortizing Note, principal (if this is not a
global Note) payable at the Stated Maturity) will be made by mailing a check
to the Holder at the address of the Holder appearing in the Security Register
as of the applicable Regular Record Date.  Notwithstanding the foregoing, at
the option of the Company, all payments of interest and, if this is an
Amortizing Note, principal on this Note may be made by wire transfer of
immediately available funds to an account maintained by such Holder with a
bank located in the United States as designated by the Holder not less than
15 calendar days prior to the Interest Payment Date. If a Holder holds U.S.
$10,000,000 or more in aggregate principal amount of Notes of like tenor and
terms (including the same Interest Payment Dates) (or is the Holder of the
equivalent thereof in a Specified Currency other than U.S. dollars), such
Holder shall be entitled to receive payments of interest (other than at the
Stated Maturity or upon earlier redemption or repayment) in U.S. dollars by
wire transfer of immediately available funds, but only if appropriate payment
instructions have been received in writing by the Trustee not less than 15
calendar days prior to the applicable Interest Payment Date.

          The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but not any tax, assessment
or governmental charge imposed upon the Holder of this Note.  In the event
that payment is so made in accordance with the instructions of the Holder,
such wire transfer shall be deemed to constitute full and complete payment of
such interest and principal on this Note.  If this is not a global Note,
payment of the principal, premium, if any, and interest payable at Maturity
in respect of this Note will be paid in immediately available funds upon
surrender of this Note accompanied by wire instructions at the principal
office of the Trustee, provided that this Note is presented in time for the
Trustee to make such payments in such funds in accordance with its normal
procedures.

          If this Note is a Book-Entry Note as specified above, while this
Note is represented by one or more Book-Entry Notes registered in the name of
the U.S. Depositary or its nominee, the Company will cause payments of
principal of, premium, if any, and interest on such Book-Entry Notes to be
made to the U.S. Depositary or its nominee, as the case may be, by wire
transfer to the extent, in the funds and in the manner required by agreements
with, or regulations or procedures prescribed from time to time by, the U.S.
Depositary or its nominee, and otherwise in accordance with such agreements,
regulations and procedures.

          If the Holder of this Note (as indicated above) is the U.S.
Depositary or a nominee of the U.S. Depositary, this Note is a global Note
and the following legend is applicable except as specified on the reverse
hereof:  UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
REGISTERED  FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE U.S. DEPOSITARY TO A  NOMINEE OF THE U.S. DEPOSITARY OR BY A NOMINEE OF
THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE U.S.
DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR U.S.
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITARY.

          Reference is made to the further provisions of this Note set forth
on the reverse hereof.  Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

          This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.

<PAGE>



          IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.



Dated:                            POLAROID CORPORATION

                            By:______________________________
                               Name:
                               Title:

                            By:________________________________
                               Name:
                               Title:








TRUSTEE'S CERTIFICATE
OF AUTHENTICATION



This is one of the Securities
of the Series designated herein
issued under the within-mentioned
indenture.

STATE STREET BANK AND TRUST
COMPANY, as Trustee


By:_______________________________
      Authorized Signatory


<PAGE>


                                [Form of Reverse]

                             POLAROID CORPORATION

                          MEDIUM-TERM NOTE, SERIES A
                                (Fixed Rate)



          SECTION 1.  General.  This Note is one of a duly authorized issue
of notes of the Company (herein called the "Notes"), constituting part of the
series of Securities (as defined in the Indenture hereinafter referred to)
designated on the face hereof (Securities of such series being herein called
the "Securities of this series"), all issued or to be issued under an
indenture dated as of November __, 1996 (the "Indenture"), duly executed and
delivered by the Company to State Street Bank and Trust Company, as trustee
(the "Trustee"), to which Indenture reference is hereby made for a
description of the respective rights and duties thereunder of the Trustee,
the Company and the Holders of the Securities.  The Securities of this series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest at different rates, may be subject to different
redemption provisions, may be subject to different sinking, purchase or
analogous funds and may otherwise vary as in the Indenture provided.

          SECTION 2.  Events of Default.  In case an Event of Default (as
defined in the Indenture) with respect to the Securities of this series shall
have occurred and be continuing, the principal hereof together with accrued
interest thereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

          SECTION 3.  Supplemental Indentures.  The Indenture contains
provisions permitting 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 (acting as
one class) to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture
or modifying in any manner the rights of the Holders of the Securities or
such series; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Security affected
thereby, among other things, (i) change the fixed maturity of the principal
of, or any installment of principal of or interest on, any Security;
(ii) reduce the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof; (iii) impair the right to
institute suit for the enforcement of any such payment on or after the fixed
maturity thereof (or, in the case of redemption, on or after the redemption
date); (iv) 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 the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture;
(v) change any obligation of the Company, with respect to outstanding
Securities of a series, to maintain an office or agency in the places and for
the purposes specified in the Indenture for such series; or (vi) modify any
of the foregoing provisions or the provisions for the waiver of certain
covenants and defaults, except to increase any applicable percentage of the
aggregate principal amount of outstanding Securities the consent of the
Holders of which is required or to provide with respect to any particular
series the right to condition the effectiveness of any supplemental indenture
as to that series on the consent of the Holders of a specified percentage of
the aggregate principal amount of outstanding Securities of such series or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Security
affected thereby. It is also provided in the Indenture that the Holders of a
majority in aggregate principal amount of the Securities of a series at the
time outstanding may on behalf of the Holders of all the Securities of such
series waive any past default under the Indenture with respect to such series
and its consequences, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any Security of such series or in
respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Notes which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.

          SECTION 4.  Obligation of the Company Absolute.  No reference
herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.

          SECTION 5.  Discharge of Obligations.  The Indenture permits the
Company to discharge its obligations with respect to the Notes on the 91st
day following the satisfaction of the conditions set forth in the Indenture,
which include the deposit with the Trustee of money or U.S. Government
Obligations or a combination thereof sufficient to pay and discharge each
installment of principal of (including premium, if any, on) and interest, if
any, on the outstanding Notes.

          SECTION 6.  Consolidation or Merger of the Company.  If the Company
shall, in accordance with Section 901 of the Indenture, consolidate with or
merge into any other corporation or convey or transfer its properties and
assets substantially as an entirety to any Person, the successor shall
succeed to, and be substituted for, the Person named as the "Company" on the
face of this Note, all on the terms set forth in the Indenture.

          SECTION 7.  Authorized Denominations.  The Notes are issuable in
registered form without coupons in denominations of $1,000 or any integral
multiple thereof.  In the manner and subject to the limitations provided in
the Indenture, but without the payment of any service charge, Notes may be
exchanged for an equal aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City and State of New York.

          SECTION 8.  Redemption.  If so specified on the face hereof, this
Note may be redeemed at the option of the Company as a whole or from time to
time in part, on or after the date designated as the Initial Redemption Date
on the face hereof, at the redemption price specified on the face hereof,
together with unpaid interest accrued on the principal amount hereof to be
redeemed to the date of redemption, but interest installments that are due on
or prior to the date of redemption will be payable to the Holder of this Note
of record at the close of business on the relevant Regular Record Date
referred to on the face hereof, all as provided in the Indenture.  The
Company may exercise such option by causing the Trustee to mail a notice of
such redemption not less than 30 nor more than 60 days prior to the date
fixed for redemption, subject to all the conditions and provisions of the
Indenture.  In the event of redemption of this Note in part only, a new Note
or Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.



<PAGE>


          SECTION 9.  Registration of Transfer.  Upon due presentment for
registration of transfer of this Note at an office or agency of the Company
for such registration, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith.

          If this Note is a global Note (as specified on the face hereof),
this Note is exchangeable for certificated Notes only upon the terms and
conditions provided in the Indenture.  Except as provided above, owners of
beneficial interests in this permanent global Note will not be entitled to
receive physical delivery of Notes in certificated registered form and will
not be considered the Holders thereof for any purpose under the Indenture.

          SECTION 10.  Owners.  Prior to due presentment for registration of
transfer of this Note, the Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the owner
of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this
Note, as herein provided, and for all other purposes, and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected
by any notice to the contrary.  All payments made to or upon the order of
such registered Holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this Note.

          SECTION 11.  Waiver and Release of Liability.  No recourse for the
payment of the principal of, premium, if any, or interest on this Note, 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 Note 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 any successor corporation, whether by virtue of any
constitution, statute or role 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.

          SECTION 12.  Payments.  Interest on this Note will be payable on
the Interest Payment Date or Interest Payment Dates as specified on the face
hereof and, in either case, at Stated Maturity or earlier redemption or
repayment.

          Interest payments on each Interest Payment Date or date of Maturity
for this Note will include accrued interest from and including the Original
Issue Date or from and including the last date in respect of which interest
has been paid or duly provided for, as the case may be, to but excluding such
Interest Payment Date or date of Maturity, as the case may be.

          Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.  If this Note is an Amortizing Note, a table setting
forth repayment information in respect of this Note will be provided to the
original purchaser hereof and will be available, upon request, to subsequent
Holders.

          The principal of and any premium and interest on this Note are
payable by the Company in the Specified Currency for this Note.  If the
Specified Currency for this Note is other than U.S. dollars, the Company will
(unless otherwise specified on the face hereof) arrange to convert all
payments in respect of this Note into U.S. dollars in the manner described in
the following paragraph.  If this Note has a Specified Currency other than
U.S. dollars, the Holder of this Note may (unless otherwise specified on the
face hereof) elect to receive all payments in respect of this Note in the
Specified Currency by delivery of a written notice to the Trustee for such
Note not later than fifteen calendar days prior to the applicable payment
date, except under the circumstances described below.  Such election will
remain in effect until revoked by written notice to such Trustee received not
later than fifteen calendar days prior to the applicable payment date.

          The amount of any U.S. dollar payment in respect of this Note will
be determined by the Exchange Rate Agent based on the highest firm bid
quotation expressed in U.S. dollars received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date (or, if no such rate is quoted on such
date, the last date on which such rate was quoted), from three (or, if three
are not available, then two) recognized foreign exchange dealers in The City
of New York (one of which may be an Agent (as such term is used in the
Distribution Agreement dated as of November   , 1996 relating to the Notes)
and another of which may be the Exchange Rate Agent) selected by the Exchange
Rate Agent, for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of such Specified Currency payable on
such payment date in respect of all Notes denominated in such Specified
Currency.  All currency exchange costs will be borne by the registered
Holders of such Notes by deductions from such payments.

          Except as set forth below, if payment in respect of this Note is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments in respect of this Note shall be made in U.S.
dollars; provided that the Company, at its option, may resume making payment
in such currency once such currency is again available or so used.  The
amounts so payable on any date in such currency shall be converted into U.S.
dollars on the basis of the most recently available market exchange rate for
such currency or as otherwise indicated on the face hereof.  Any payment in
respect of this Note made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.

          If payment in respect of this Note is required to be made in ECU
and ECU are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars; provided that the
Company, at its option, may resume making payments in ECU once ECU are again
so used.  The amount of each payment in U.S. dollars shall be computed on the
basis of the equivalent of ECU in U.S. dollars, determined as described
below, as of the second Business Day prior to the date on which such payment
is due.


<PAGE>


          The equivalent of ECU in U.S. dollars as of any date shall be
determined by the Trustee for this Note on the following basis.  The
component currencies of ECU for this purpose (the "Components") shall be the
currency amounts that were components of ECU as of the last date on which ECU
were used in the European Monetary System.  The equivalent of ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Components.  The U.S. dollar equivalent of each of the Components shall be
determined by such Trustee or such Exchange Rate Agent, as the case may be,
on the basis of the most recently available Market Exchange Rates for such
Components or as otherwise indicated on the face hereof.

          If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion.  If two or
more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
component currencies expressed in such single currency.  If any component
currency is divided into two or more currencies, the amount of that currency
as a Component shall be replaced by amounts of such two or more currencies,
each of which shall be equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.

          All determinations referred to above made by the Trustee or the
Exchange Rate Agent, as the case may be, shall be at its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and
binding on Holders of this Note.

          All percentages resulting from any calculations under this Note
will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point (with five one-millionths of a percentage point being
rounded upward) and all currency or currency unit or dollar amounts used in
or resulting from any such calculation in respect of this Note will be
rounded to the nearest one-hundredth of a unit (with five one-thousandths
being rounded upward) or nearest cent (with one-half cent being rounded
upward), as the case may be.

          SECTION 13.  Repayment.  If so specified on the face hereof, this
Note will be repayable prior to Stated Maturity at the option of the Holder
on the Optional Repayment Dates shown on the face hereof at the Optional
Repayment Prices shown on the face hereof together with interest accrued and
unpaid thereon to the date of repayment.  In order for this Note (if it is
repayable at the option of the Holder) to be repaid prior to Stated Maturity,
the Paying Agent must receive at least 30 but not more than 45 calendar days
prior to an Optional Repayment Date (i) this Note with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States of America setting forth the name of the Holder of this
Note, the principal amount of this Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note with the form below entitled "Option
to Elect Repayment" duly completed will be received by the Paying Agent not
later than five Business Days after the date of such telegram, telex,
facsimile transmission, hand delivery or letter (first class, postage
prepaid).  If the procedure described in clause (ii) of the preceding
sentence is followed, this Note with such form duly completed must be
received by the Trustee by such fifth Business Day.  Exercise of the
repayment option by the Holder of this Note shall be irrevocable, except that
a Holder who has tendered this Note for repayment may revoke any such tender
for repayment by written notice to the Trustee received prior to the close of
business on the tenth calendar day prior to the repayment date.  The
repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after such repayment is an authorized
denomination.  Upon such partial repayment, this Note shall be cancelled and
a new Note or Notes for the remaining principal amount hereof shall be issued
in the name of the Holder of this Note.

          SECTION 14.  Optional Interest Reset.  If so specified on the face
hereof, the interest rate on this Note may be reset by the Company on the
date or dates specified on the face hereof (each an "Optional Interest Reset
Date").  The Company may exercise such option by notifying the Trustee of
such exercise at least 45 but not more than 60 calendar days prior to an
Optional Interest Reset Date.  If the Company so notifies the Trustee of such
exercise, the Trustee will send, not later than 40 calendar days prior to
each Optional Interest Reset Date, by telegram, telex, facsimile
transmission, hand delivery  or letter (first class, postage prepaid) to the
Holder of this Note a notice (the "Reset Notice") indicating (i) that the
Company has elected to reset the interest rate, (ii) such new interest rate
and (iii) the provisions, if any, for redemption during the period from such
Optional Interest Reset Date to the next Optional Interest Reset Date or, if
there is no such next Optional Interest Reset Date, to the Stated Maturity of
this Note (each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during such Subsequent Interest
Period.

          Notwithstanding the foregoing, not later than 20 calendar days
prior to an Optional Interest Reset Date, the Company may, at its option,
revoke the interest rate provided for in the Reset Notice and establish a
higher interest rate for the Subsequent Interest Period commencing on such
Optional Interest Reset Date by causing the Trustee to send by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) notice of such higher interest rate to the Holder of this Note.
Such notice shall be irrevocable.  All Notes with respect to which the
interest rate is reset on an Optional Interest Reset Date will bear such
higher interest rate, whether or not tendered for repayment as provided in
the next paragraph.

          If the Company elects prior to an Optional Interest Reset Date to
reset the interest rate of this Note, the Holder of this Note will have the
option to elect repayment of this Note by the Company on such Optional
Interest Reset Date at a price equal to the principal amount hereof plus
interest accrued and unpaid thereon to such Optional Interest Reset Date.  In
order to obtain repayment on an Optional Interest Reset Date, the Holder must
follow the procedures set forth under Section 13 for optional repayment
except that the period for delivery or notification to the Trustee shall be
at least 25 but not more than 35 calendar days prior to such Optional
Interest Reset Date.  If the Holder has tendered this Note for repayment
following receipt of a Reset Notice, the Holder may revoke such tender for
repayment by written notice to the Trustee received prior to 5:00 P.M., New
York City time, on the tenth calendar day prior to such Optional Interest
Reset Date.

          SECTION 15.  Optional Extension of Maturity.  If so specified on
the face hereof, the Stated Maturity of this Note may be extended at the
option of the Company for the period or periods of from one to five whole
years specified on the face hereof (each an "Extension Period") up to but not
beyond the date (the "Final Maturity Date") set forth on the face hereof.
The Company may exercise such option with respect to this Note by notifying
the Trustee of such exercise at least 45 but not more than 60 calendar days
prior to the Stated Maturity of this Note in effect prior to the exercise of
such option (the "Original Stated Maturity Date").  If the Company so
notifies the Trustee of such exercise, the Trustee will send, not later than
40 calendar days prior to the Original Stated Maturity Date, by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of this Note, a notice (the "Extension Notice")
indicating (i) that the Company has elected to extend the Stated Maturity of
this Note, (ii) the new Stated Maturity, (iii) the interest rate applicable
to the Extension Period and (iv) the provisions, if any, for redemption
during such Extension Period, including the date or dates on which or the
period or periods during which and the price or prices at which such
redemption may occur during such Extension Period.  Upon the Trustee's
sending of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next two paragraphs, this Note will have the same terms as
prior to the sending of such Extension Notice.


<PAGE>


          Notwithstanding the foregoing, not later than 20 calendar days
prior to the Original Stated Maturity Date of this Note, the Company may, at
its option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Trustee to send by telegram, telex, facsimile transmission, hand delivery or
letter (first class, postage prepaid) notice of such higher interest rate to
the Holder of this Note.  Such notice shall be irrevocable.  All Notes with
respect to which the Stated Maturity is extended will bear such higher
interest rate for the Extension Period, whether or not tendered for repayment
as provided in the next paragraph.

          If the Company elects to extend the Stated Maturity of this Note,
the Holder will have the option to elect repayment of this Note by the
Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus interest accrued and unpaid thereon to such
date.  In order to obtain repayment on the Original Stated Maturity Date, the
Holder must follow the procedures set forth under Section 13 for optional
repayment, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 calendar days prior to the Original
Stated Maturity Date.   A Holder who has tendered this Note for repayment
following receipt of an Extension Notice may revoke such tender for repayment
by written notice to the Trustee received prior to 5:00 P.M., New York City
time, on the tenth calendar day prior to the Original Stated Maturity Date.

          SECTION 16.  Sinking Fund.  This Note will not be subject to any
sinking fund.

          SECTION 17.  Original Issue Discount Notes.  Notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount payable in the event the principal amount hereof is declared
to be due and payable immediately by reason of an Event of Default or in the
event of redemption or repayment prior to the Stated Maturity hereof in lieu
of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the date of declaration, redemption
or repayment, as the case may be.  The "Amortized Face Amount" of this Note
shall be the amount equal to (a) the principal amount of this Note multiplied
by the Issue Price (as set forth on the face hereof) plus (b) that portion of
the difference between the dollar amount determined pursuant to the preceding
clause (a) and the principal amount hereof that has accreted at the Yield to
Maturity (as set forth on the face hereof) (computed in accordance with
generally accepted United States bond yield computation principles) to such
date of declaration, redemption or payment, but in no event shall the
Amortized Face Amount of this Note exceed its principal amount.

          SECTION 18.  Governing Law.  This Note shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 19.  Defined Terms.  All terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include the Notes.  "Business Day" means any Monday,
Tuesday, Wednesday, Thursday or Friday that in The City of New York is not a
day on which banking institutions are authorized or required by law,
regulation or executive order to close; provided that with respect to a
Specified Currency, such day is also not a day on which banking institutions
are authorized or required by law, regulation or executive order to close in
the principal financial center of the country of such Specified Currency (or
in the case of ECUs, is not a day designated as an ECU Non-Settlement Day by
the ECU Banking Association in Paris or otherwise generally regarded in the
ECU interbank market as a day on which payments on ECUs shall not be made).


<PAGE>


                       OPTION TO ELECT REPAYMENT

           [To be completed only if this Note is repayable at the option
            of the Holder and the Holder elects to exercise such rights]


          The undersigned owner of this Note hereby irrevocably elects to
have the Company repay the principal amount of this Note or portion hereof
below designated at (i) the applicable Optional Repayment Price indicated on
the face hereof, together with interest accrued and unpaid thereon to the
date of repayment, if this Note is to be repaid pursuant to Section 13 of
this Note, or (ii) 100% of the principal amount of this Note to be repaid
plus interest accrued and unpaid thereon to the Optional Interest Reset Date,
if this Note is to be repaid pursuant to Section 14 hereof, or to the
Original Stated Maturity Date, if this Note is to be repaid pursuant to
Section 15 hereof.  Specify the denomination or denominations (which shall be
$1,000 or an integral multiple thereof in excess thereof or, if the Note is
denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion
of the within Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):



_______________________________           ___________________________
Dated:_________________________           Signature
                                          Sign exactly as name appears
                                            on the front of this Note.


Principal amount to be repaid if          Indicate address where check
amount to be repaid is less than          is to be sent, if repaid:
the entire principal amount of
this Note (principal amount               ____________________________
remaining must be an authorized           ____________________________
denomination)

$______________________________

(which shall be an integral
multiple of $1,000 or, if the
Note is denominated in a currency
other than U.S. dollars, of an
amount equal to the integral
multiples referred to on the face          SOCIAL SECURITY OR OTHER TAXPAYER
hereof under "Authorized                   ID NUMBER
Denominations" (or, if no such             _____________________________
reference is made,
an amount equal to the minimum
Authorized Denomination)).




<PAGE>


                               ABBREVIATIONS


           The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as through they were written out
in full according to applicable laws or regulations:

          TEN COM - as tenants in common
          TEN ENT - as tenants by the entireties
          JT TEN - as joint tenants with right of survivorship
                   and not as tenants in common


          UNIF GIFT MIN ACT                 Custodian
                           -----------------------------------------------
                           (Cust)                                  (Minor)

                                 Under Uniform Gifts to Minors Act
                           -----------------------------------------------
                                              (State)

          Additional abbreviations may also be used though not in the
            above list.


                               __________________

           FOR VALUE RECEIVED, the undersigned hereby sell(s),
             assign(s) and transfer(s) unto


     PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE


      ______________________________________
     |______________________________________|



     __________________________________________________________________
     PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
     ASSIGNEE





     __________________________________________________________________
     the within Note and all rights thereunder, hereby irrevocably
     constituting and appointing _______________ attorney to transfer
     said Note on the books of the Company, with full power of
     substitution in the premises.


     Dated:________________            _________________________
                                       Signature
                                       Sign exactly as name appears
                                       on the front of this Note
                                      (SIGNATURE MUST BE GUARANTEED
                                       by a commercial bank, a trust
                                       company or by a member of the
                                       New York Stock Exchange which
                                       is a member of an approved
                                       signature guarantee medallion
                                       program pursuant to Securities
                                       and Exchange Commission Rule
                                       17Ad-15.)


     NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
              THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN
              INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION
              OR ENLARGEMENT OR ANY CHANGE WHATEVER.


<PAGE>


                                                          Exhibit A.2

          If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "U.S. Depositary") or a nominee of the U.S.
Depositary, this Note is a global Note and the following legend is
applicable:  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of CEDE &
CO., or such other name as requested by an authorized representative of The
Depository Trust Company, and any payment is made to CEDE & CO. or such other
entity, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has
an interest herein.

                            POLAROID CORPORATION

                         MEDIUM-TERM NOTE, SERIES A

                   (Due 9 months or more from date of issue)
                               (Floating Rate)

                              [Form of Face]

            The following summary of terms is subject to the
                information set forth on the reverse hereof:

REGISTERED NO.                           ORIGINAL ISSUE DATE:
OPTIONAL REDEMPTION:  [ ]YES  [ ]NO      STATED MATURITY:
INITIAL REDEMPTION DATE:                 REDEMPTION PRICE, if applicable:
                                         Initially __% of Principal Amount
                                         and declining by __% of the
                                         Principal Amount on each
                                         anniversary of the Initial
                                         Redemption Date until the
                                         Redemption Price is 100% of
                                         the Principal Amount.
PRINCIPAL AMOUNT:
SPECIFIED CURRENCY:
AUTHORIZED DENOMINATIONS (If
other than $1,000 and any
integral multiple thereof):
OPTION TO ELECT PAYMENTS IN
  U.S. DOLLARS:  [ ]YES [ ]NO            CUSIP NO.
FORM: [ ] BOOK ENTRY
      [ ] CERTIFICATED                   OPTION TO ELECT
                                            REPAYMENT: [ ]YES [ ]NO
INTEREST RATE BASIS:                     OPTIONAL REPAYMENT DATES:
INDEX MATURITY:                          OPTIONAL REPAYMENT PRICES:
REGULAR RECORD DATES:                    OPTIONAL INTEREST RESET:
                                              [ ]YES [ ]NO
INITIAL INTEREST RATE:                   OPTIONAL INTEREST RESET DATES:

MAXIMUM INTEREST RATE:                   OPTIONAL EXTENSIONS OF
                                               MATURITY [ ]YES [ ]NO
MINIMUM INTEREST RATE:
SPREAD:                                  EXTENSION PERIOD:
SPREAD MULTIPLIER:                       NUMBER OF EXTENSION PERIODS:
RESET PERIOD:                            FINAL MATURITY DATE:
INTEREST RESET DATES:                    INDEXED NOTE
                                          (See attached Annex): [ ]YES [ ]NO
                                         OTHER PROVISIONS:

                                         ANNEX ATTACHED [ ]YES [ ]NO
                                         (and incorporated herein
                                         by reference)
INTEREST DETERMINATION DATES:
INTEREST PAYMENT DATES:

CALCULATION AGENT:

EXCHANGE RATE AGENT:

AMORTIZING NOTE:  [ ]YES  [ ]NO

U.S. DEPOSITARY:


<PAGE>


        POLAROID CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to



or registered assigns the principal sum set forth above, at the office or
agency of the Company in Borough of Manhattan, The City and State of
New York, on the Stated Maturity specified above, and to pay interest thereon
from and including the Original Issue Date shown above or from and including
the most recent Interest Payment Date (as hereinafter defined) to which
interest has been paid or duly provided for, as the case may be.

          Interest will be paid on the Interest Payment Date or Dates shown
above ("Interest Payment Dates"), at the rate per annum determined in
accordance with the provisions on the reverse hereof, commencing with the
first such Interest Payment Date next succeeding the Original Issue Date
shown above (except as provided below) until the principal hereof is paid or
made available for payment and on the Stated Maturity, and interest shall
accrue on any overdue principal and on any overdue installment of interest
(to the extent that the payment of such interest shall be legally
enforceable) at the rate per annum in effect from time to time with respect
to this Note.  The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid to the Person in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date set forth above next preceding such
Interest Payment Date.  The first payment of interest on any Note originally
issued between a Regular Record Date and the related Interest Payment Date
will be made on the Interest Payment Date following the next succeeding
Regular Record Date to the Person in whose name this Note is registered on
such next succeeding Regular Record Date.  Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder (as defined in such
Indenture) on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at
the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed (after receipt of notice from the Company of a
proposed payment of defaulted interest) by the Trustee (as hereinafter
defined), notice whereof shall be given to Holders of Notes not less than 10
calendar 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 Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture.  Payment of interest may, at the option of the Company, be made by
check mailed to the registered address of the person entitled thereto.
Notwithstanding the foregoing, interest payable at maturity shall be payable
to the person to whom the principal is payable.

          Payments of interest to be paid in U.S. dollars (other than
interest, and if this is an Amortizing Note, principal (if this is not a
global Note) payable at the Stated Maturity) will be made by mailing a check
to the Holder at the address of the Holder appearing in the Security Register
as of the applicable Regular Record Date.  Notwithstanding the foregoing, at
the option of the Company, all payments of interest and, if this is an
Amortizing Note, principal on this Note may be made by wire transfer of
immediately available funds to an account maintained by such Holder with a
bank located in the United States as designated by the Holder not less than
15 calendar days prior to the Interest Payment Date.  If a Holder holds U.S.
$10,000,000 or more in aggregate principal amount of Notes of like tenor and
terms (including the same Interest Payment Dates) (or is the Holder of the
equivalent thereof in a Specified Currency other than U.S. dollars), such
Holder shall be entitled to receive payments of interest (other than at the
Stated Maturity or upon earlier redemption or repayment) in U.S. dollars by
wire transfer of immediately available funds, but only if appropriate payment
instructions have been received in writing by the Trustee not less than 15
calendar days prior to the applicable Interest Payment Date.

          The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but not any tax, assessment
or governmental charge imposed upon the Holder of this Note.  In the event
that payment is so made in accordance with the instructions of the Holder,
such wire transfer shall be deemed to constitute full and complete payment of
such interest and principal on this Note.  If this is not a global Note,
payment of the principal, premium, if any, and interest payable at Maturity
in respect of this Note will be paid in immediately available funds upon
surrender of this Note accompanied by wire instructions at the principal
office of the Trustee, provided that this Note is presented in time for the
Trustee to make such payments in such funds in accordance with its normal
procedures.

          If this Note is a Book-Entry Note as specified above, while this
Note is represented by one or more Book-Entry Notes registered in the name of
the U.S. Depositary or its nominee, the Company will cause payments of
principal of, premium, if any, and interest on such Book-Entry Notes to be
made to the U.S. Depositary or its nominee, as the case may be, by wire
transfer to the extent, in the funds and in the manner required by agreements
with, or regulations or procedures prescribed from time to time by, the U.S.
Depositary or its nominee, and otherwise in accordance with such agreements,
regulations and procedures.

          If the Holder of this Note (as indicated above) is the U.S.
Depositary or a nominee of the U.S. Depositary, this Note is a global Note
and the following legend is applicable except as specified on the reverse
hereof:  UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
REGISTERED  FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY A NOMINEE OF
THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE U.S.
DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR U.S.
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITARY.

          Reference is made to the further provisions of this Note set forth
on the reverse hereof.  Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

          This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.


<PAGE>



         IN WITNESS WHEREOF, the Company has caused this instrument to
               be duly executed.


Dated:                               POLAROID CORPORATION



                                      By:__________________________
                                         Name:
                                         Title:


                                      By:___________________________
                                         Name:
                                         Title:






TRUSTEE'S CERTIFICATE
OF AUTHENTICATION



This is one of the Securities
of the Series designated herein
issued under the within-mentioned
indenture.

STATE STREET BANK AND TRUST
COMPANY, as Trustee


By:____________________________
      Authorized Signatory


<PAGE>



                             [Form of Reverse]

                            POLAROID CORPORATION

                        MEDIUM-TERM NOTE, SERIES A
                              (Floating Rate)



          SECTION 1.  General.  This Note is one of a duly authorized issue
of notes of the Company (herein called the "Notes"), constituting part of the
series of Securities (as defined in the Indenture hereinafter referred to)
designated on the face hereof (Securities of such series being herein called
the "Securities of this series"), all issued or to be issued under an
indenture dated as of November   , 1996 (the "Indenture"), duly executed and
delivered by the Company to State Street Bank and Trust Company, as trustee
(the "Trustee"), to which Indenture reference is hereby made for a
description of the respective rights and duties thereunder of the Trustee,
the Company and the Holders of the Securities.  The Securities of this series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest at different rates, may be subject to different
redemption provisions, may be subject to different sinking, purchase or
analogous funds and may otherwise vary as in the Indenture provided.


          SECTION 2.  Interest Rate Calculations; Payments.  The interest
rate on this Note will be equal to either (i) the interest rate calculated by
reference to the specified Interest Rate Basis plus or minus the Spread, if
any, or (ii) the interest rate calculated by reference to the specified
Interest Rate Basis multiplied by the Spread Multiplier, if any.  The
"Spread" is the number of basis points (one basis point equals one-hundredth
of a percentage point) specified on the face hereof as being applicable to
this Note, and the "Spread Multiplier" is the percentage specified on the
face hereof as being applicable to this Note.  Set forth on the face hereof
are the Interest Rate Basis and the Spread or Spread Multiplier, if any, and
the maximum or minimum interest rate limitation, if any, applicable to this
Note.  Set forth on the face hereof are particulars as to the Calculation
Agent (unless specified otherwise, State Street Bank and Trust Company (in
such capacity, the "Calculation Agent")), Index Maturity, Original Issue
Date, interest rate in effect for the period from the Original Issue Date to
the first Interest Reset Date set forth on the face hereof (the "Initial
Interest Rate"), Interest Determination Dates, Interest Payment Dates,
Regular Record Dates and Interest Reset Dates with respect to this Note.

          Except as provided below, interest on this Note will be payable (i)
if this Note resets daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of
each year, as specified on the face hereof; (ii) if this Note resets
quarterly, on the third Wednesday of March, June, September and December of
each year; (iii) if this Note resets semi-annually, on the third Wednesday of
each of two months of each year specified on the face hereof; and (iv) if
this Note resets annually, on the third Wednesday of one month of each year
specified on the face hereof (each such day being an "Interest Payment
Date"), and in each case at Maturity.  If any Interest Payment Date, other
than Maturity, for this Note would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next day that is a
Business Day, except that if this Note is a LIBOR Note, if such Business Day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day.  If the Maturity for this Note falls
on a day that is not a Business Day, payment of principal, premium, if any,
and interest with respect to this Note will be made on the next succeeding
Business Day with the same force and effect as if made on the due date, and
no additional interest shall be payable as a result of such delayed payment.

          The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (such period being the "Reset
Period" for such Note, and the first day of each Reset Period being an
"Interest Reset Date"), as specified on the face hereof.  The Interest Reset
Dates will be, if this Note resets daily, each Business Day; if this Note
resets weekly (unless the Interest Rate Basis on the face hereof is the
Treasury Rate), the Wednesday of each week; if this Note resets weekly and
the Interest Rate Basis on the face hereof is the Treasury Rate, the Tuesday
of each week, except as provided in the next succeeding paragraph; if this
Note resets monthly (unless the Interest Rate Basis on the face hereof is the
11th District Cost of Funds Rate), the third Wednesday of each month; if this
Note resets monthly and the Interest Rate Basis on the face hereof is the
11th District Cost of Funds Rate, the first calendar day of the month; if
this Note resets quarterly, the third Wednesday of each March, June,
September and December; if this Note resets semi-annually, the third
Wednesday of the two months of each year specified on the face hereof; and if
this Note resets annually, the third Wednesday of one month of each year
specified on the face hereof.  If the Interest Reset Date would otherwise be
a day that is not a Business Day, the Interest Reset Date shall be postponed
to the next day that is a Business Day, except that if the Interest Rate
Basis on the face hereof is LIBOR, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.  The interest rate in effect on each day will be (a)
if such day is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest Reset Date, or (b) if
such day is not an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to the next preceding Interest Reset
Date, subject in either case to any maximum or minimum interest rate
limitation referred to on the face hereof and to any adjustment by a Spread
or a Spread Multiplier referred to on the face hereof; provided, however,
that the interest rate in effect for the period from and including the
Original Issue Date to but excluding the first Interest Reset Date shall be
the Initial Interest Rate specified on the face hereof.

          The interest rate for each Reset Period will be the rate determined
by the Calculation Agent on the Calculation Date (as defined below)
pertaining to the Interest Determination Date pertaining to the Interest
Reset Date for such Reset Period.  Unless otherwise specified on the face
hereof, the "Interest Determination Date" pertaining to an Interest Reset
Date for (a) a Commercial Paper Rate Note (the "Commercial Paper Interest
Determination Date"), (b) a Federal Funds Rate Note (the "Federal Funds
Interest Determination Date"), (c) a CD Rate Note (the "CD Interest
Determination Date'), (d) a Prime Rate Note (the "Prime Interest
Determination Date"), (e) a CMT Rate Note (the "CMT Interest Determination
Date"), or (f) a Kenny Rate Note (the "Kenny Rate Interest Determination
Date") will be the second Business Day prior to such Interest Reset Date.
Unless otherwise specified on the face hereof, the Interest Determination
Date pertaining to an Interest Reset Date for an 11th District Cost of Funds
Rate Note (the "11th District Interest Determination Date") will be the last
Business Day of the month immediately preceding such Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of San
Francisco") publishes the Index (as defined below).  Unless otherwise
specified on the face hereof, the Interest Determination Date pertaining to
an Interest Reset Date for a LIBOR Note (the "LIBOR Interest Determination
Date") will be the second London Business Day immediately preceding such
Interest Reset Date.  Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset Date for a
Treasury Rate Note (the "Treasury Interest Determination Date") will be the
day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned.  Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday.  If, as a result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be
the Treasury Interest Determination Date pertaining to the Reset Period
commencing in the next succeeding week.  If an auction date shall fall on any
Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Business Day immediately following such auction
date.  Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to any Interest Determination Date shall be the earlier of (i) the
tenth calendar day after the Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity, as the case
may be.


<PAGE>


          As used herein, "Business Day" means, unless otherwise specified on
the face hereof, any Monday, Tuesday, Wednesday, Thursday or Friday that in
The City of New York is not a day on which banking institutions are
authorized or required by law, regulation or executive order to close and, if
the Interest Rate Basis of this Note is LIBOR, is also a London Business Day;
provided that with respect to a Specified Currency, such day is also not a
day on which banking institutions are authorized or required by law,
regulation or executive order to close in the principal financial center of
the country of such Specified Currency (or in the case of ECUs, is not a day
designated as an ECU Non-Settlement Day by the ECU Banking Association in
Paris or otherwise generally regarded in the ECU interbank market as a day on
which payments on ECUs shall not be made).  As used herein, "London Business
Day" means any day (a) if the Designated LIBOR Currency is other than the
ECU, on which dealings in deposits in such Designated LIBOR Currency are
transacted in the London interbank market or (b) if the Designated LIBOR
Currency is the ECU, that is not designated as an ECU Non-Settlement Day by
the ECU Banking Association in Paris or otherwise generally regarded in the
ECU interbank market as a day on which payments on ECUs shall not be made.

          "Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the
face hereof.

          Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.  If this Note is an Amortizing Note, a table setting
forth repayment information in respect of this Note will be provided to the
original purchaser hereof and will be available, upon request, to subsequent
Holders.

          Unless otherwise indicated on the face hereof, interest on this
Note will accrue from and including the date of issue or from and including
the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for, as the case may be, to but excluding the
Interest Payment Date or the Maturity, as the case may be.  Accrued interest
is calculated by multiplying the face amount of this Note by an accrued
interest factor.  This accrued interest factor is computed by adding the
interest factors calculated for each day from and including the date of
issue, or from and including the last date to which interest has been paid or
duly provided for, to but excluding the date for which accrued interest is
being calculated.  The interest factor for each such day (unless otherwise
specified) is computed by dividing the interest rate applicable to such day
by 360, in the case of Commercial Paper Rate Notes, CD Rate Notes, 11th
District Cost of Funds Rate Notes, Federal Funds Rate Notes, LIBOR Notes and
Prime Rate Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes or CMT Rate Notes, or by 365 days in the case of Kenny
Rate Notes.

          The Calculation Agent shall calculate the interest rate on this
Note, as provided below.  The Calculation Agent will, upon the request of the
Holder of this Note, provide the interest rate then in effect and, if then
determined, the interest rate which will become effective as a result of a
determination made with respect to the most recent Interest Determination
Date with respect to this Note.  The Trustee shall act as the initial
Calculation Agent for the Notes.  For purposes of calculating the rate of
interest payable on this Note, the Company will enter into an agreement with
the Calculation Agent.  The Calculation Agent's determination of any interest
rate shall be final and binding in the absence of manifest error.

          Notwithstanding the determination of the interest rate as provided
below, the interest rate on this Note for any interest period shall not be
greater than the maximum interest rate, if any, or less than the minimum
interest rate, if any, specified on the face hereof.  The interest rate on
this Note will in no event be higher than the maximum rate permitted by New
York or other applicable law, as the same may be modified by United States
law of general application.

Determination of Commercial Paper Rate.  If the Interest Rate Basis specified
on the face hereof is Commercial Paper Rate, the interest rate determined
with respect the Commercial Paper Rate Interest Determination Date shall be
the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, as specified on the face hereof, as determined
on such Commercial Paper Rate Interest Determination Date.

          "Commercial Paper Rate" means, with respect to any Commercial Paper
Interest Determination Date, the Money Market Yield (calculated as described
below) of the rate on such date for commercial paper having the Index
Maturity designated on the face hereof as published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors
("H.15(519)") under the heading "Commercial Paper."  In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date shall be the Money Market Yield of the rate on
such Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity designated on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30
P.M. Quotations for U.S. Government Securities" or any successor publication
("Composite Quotations") under the heading "Commercial Paper."  If by 3:00
P.M., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City
time, on such Commercial Paper Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity designated
on the face hereof placed for an industrial issuer whose bond rating is "AA,"
or the equivalent, from a nationally recognized securities rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be the Commercial Paper Rate in effect immediately
prior to such Commercial Paper Interest Determination Date.


<PAGE>


          "Money Market Yield" shall be a yield (expressed as a percentage
rounded, if necessary, to the nearest one hundred-thousandth of a percent)
calculated in accordance with the following formula:

                                           D x 360
             Money Market Yield =       ----------------      x 100
                                         360 - (D x M)


where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the period for which accrued interest is being calculated.

Determination of CD Rate.  If the Interest Rate Basis specified on the face
hereof is CD Rate, the interest rate determined with respect to the CD
Interest Determination Date shall be the CD Rate plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on such CD Interest Determination Date.

          "CD Rate" means, with respect to any CD Interest Determination
Date, the rate on such date for negotiable certificates of deposit having the
Index Maturity designated on the face hereof as published in H.15(519) under
the heading "CDs (Secondary Market)."  In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, then the CD Rate with
respect to such CD Interest Determination Date shall be the rate on such CD
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity designated on the face hereof as published in Composite
Quotations under the heading "Certificates of Deposit."  If by 3:00 P.M., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, then the CD Rate on such CD Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such CD Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks (in the market for
negotiable certificates of deposit) with a remaining maturity closest to the
Index Maturity specified on the face hereof in a denomination of $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such CD Interest Determination Date will be the CD Rate in
effect immediately prior to such CD Interest Determination Date.

Determination of CMT Rate.  If the Interest Rate Basis specified on the face
hereof is CMT Rate, the interest rate determined with respect to the CMT
Interest Determination Date shall be the CMT Rate plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified on the
face hereof, as determined on such CMT Interest Determination Date.

          "CMT Rate" means, with respect to any CMT Interest Determination
Date, the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the applicable CMT Interest Determination Date occurs.  If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for such CMT Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519).  If such rate is no
longer published, or if not published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such CMT Interest Determination Date, then
the CMT Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519).  If
such information is not provided by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year.  If the Calculation
Agent cannot obtain three such Treasury Note quotations, the CMT Rate for
such CMT Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M., New York
City time, on the CMT Interest Determination Date of three Reference Dealers
in The City of New York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity
of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000.  If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT
Rate will be the CMT Rate in effect on such CMT Interest Determination Date.
If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.

          "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as published in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as published in H.15(519).  If no
such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.


<PAGE>


          "Designated CMT Maturity Index" means the original period to
maturity of the Treasury Notes (either one, two, three, five, seven, ten,
twenty or thirty years) specified on the face hereof with respect to which
the CMT Rate will be calculated.  If no such maturity is specified on the
face hereof, the Designated CMT Maturity Index shall be two years.

Determination of Federal Funds Rate.  If the Interest Rate Basis specified on
the face hereof is Federal Funds Rate, the interest rate determined with
respect to the Federal Funds Interest Determination Date shall be the Federal
Funds Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, specified on the face hereof, as determined on such
Federal Funds Interest Determination Date.

          "Federal Funds Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on such date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)."  In the
event that such rate is not published prior to 9:00 A.M., New York City time,
on the Calculation Date pertaining to such Federal Funds Interest
Determination Date, then the Federal Funds Rate with respect to such Federal
Funds Interest Determination Date shall be the rate on such Federal Funds
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate."  If by 3:00 P.M., New York City time,
on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, then the Federal Funds Rate with respect to such
Federal Funds Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean (each as rounded, if
necessary, to the nearest one hundred-thousandth of a percent) of the rates
as of 9:00 A.M., New York City time, on such Federal Funds Interest
Determination Date for the last transaction in overnight Federal Funds
arranged by three leading brokers of Federal Funds transactions in The City
of New York selected by the Calculation Agent; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate with respect to such
Federal Funds Interest Determination Date will be the Federal Funds Rate in
effect immediately prior to such Federal Funds Interest Determination Date.

Determination of 11th District Cost of Funds Rate.  If the Interest Rate
Basis specified on the face hereof is 11th District Cost of Funds Rate, the
interest rate determined with respect to the 11th District Interest
Determination Date shall be the 11th District Cost of Funds Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
specified on the face hereof, as determined on such 11th District Interest
Determination Date.

          "11th District Cost of Funds Rate" means, with respect to any 11th
District Interest Determination Date, the rate equal to the monthly weighted
average cost of funds for the calendar month immediately preceding such 11th
District Interest Determination Date as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such
11th District Interest Determination Date.  If such rate does not appear on
Telerate Page 7058 on any related 11th District Interest Determination Date,
the 11th District Cost of Funds Rate for such 11th District Interest
Determination Date shall be the monthly weighted average cost of funds paid
by member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San Francisco as
such cost of funds for the calendar month immediately preceding the date of
such announcement.  If the FHLB of San Francisco fails to announce such rate
for the calendar month immediately preceding such 11th District Interest
Determination Date, then the 11th District Cost of Funds Rate for such 11th
District Interest Determination Date will be the 11th District Cost of Funds
Rate then in effect on such 11th District Interest Determination Date.

Determination of Kenny Rate.  If the Interest Rate Basis specified on the
face hereof is Kenny Rate, the interest rate determined with respect to the
Kenny Rate Interest Determination Date shall be the Kenny Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, specified
on the face hereof, as determined on such Kenny Rate Interest Determination
Date.

          "Kenny Rate" means, with respect to any Kenny Rate Interest
Determination Date, the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent.  The Weekly Index is, and shall be, based upon 30 day yield
evaluations at par of bonds, the interest on which is exempt from Federal
income taxation under the Internal Revenue Code of 1986, as amended, of not
less than five high grade component issuers selected by Kenny which shall
include, without limitation, issuers of general obligation bonds.  The
specific issuers included among the component issuers may be changed from
time to time by Kenny in its discretion.  The bonds on which the Weekly Index
is based shall not include any bonds on which the interest is subject to a
minimum tax or similar tax under the Internal Revenue Code of 1986, as
amended, unless all tax-exempt bonds are subject to such tax.  In the event
Kenny ceases to make available such Weekly Index, a successor indexing agent
will be selected by the Calculation Agent, such index to reflect the
prevailing rate for bonds rated in the highest short-term rating category by
Moody's Investors Service, Inc. and Standard & Poor's Corporation in respect
of issuers most closely resembling the high grade component issuers selected
by Kenny for its Weekly Index, the interest on which is (A) variable on a
weekly basis, (B) exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (C) not subject to a minimum tax or
similar tax under the Internal Revenue Code of 1986, as amended, unless all
tax-exempt bonds are subject to such tax.  If such successor indexing agent
is not available, the rate for any Kenny Rate Interest Determination Date
shall be 67% of the rate determined if the Treasury Rate option had been
originally selected.

Determination of LIBOR.  If the Interest Rate Basis specified on the face
hereof is LIBOR, the interest rate determined with respect to the LIBOR
Interest Determination Date shall be LIBOR plus or minus the Spread, if any,
or multiplied by the Spread Multiplier, if any, specified on the face hereof,
as determined on such LIBOR Interest Determination Date.

          LIBOR will be determined by the Calculation Agent in accordance
with the following provisions:

          (i)  With respect to any LIBOR Interest Determination Date,
     LIBOR will be either: (a) if "LIBOR Reuters" is specified on the
     face hereof, the arithmetic mean of the offered rates (unless the
     specified Designated LIBOR Page (as defined below) by its terms
     provides only for a single rate, in which case such single rate
     shall be used) for deposits in the Designated LIBOR Currency (as
     defined below) having the Index Maturity designated on the face
     hereof, commencing on the second London Business Day immediately
     following the LIBOR Interest Determination Date, which appear on
     the Designated LIBOR Page specified on the face hereof as of 11:00
     A.M., London time, on that LIBOR Interest Determination Date, if at
     least two such offered rates appear (unless, as aforesaid, only a
     single rate is required) on such Designated LIBOR Page, or (b) if
     "LIBOR Telerate" is specified on the face hereof, the rate for
     deposits in the Designated LIBOR Currency (as defined below) having
     the Index Maturity designated on the face hereof, commencing on the
     second London Business Day immediately following such LIBOR
     Interest Determination Date, which appears on the Designated LIBOR
     Page specified on the face hereof as of 11:00 A.M. London time on
     that LIBOR Interest Determination Date.  Notwithstanding the
     foregoing, if fewer than two offered rates appear on the Designated
     LIBOR Page with respect to LIBOR Reuters (unless the specified
     Designated LIBOR Page with respect to LIBOR Reuters by its terms
     provides only for a single rate, in which case such single rate
     shall be used), or if no rate appears on the Designated LIBOR Page
     with respect to LIBOR Telerate, whichever may be applicable, LIBOR
     in respect of the related LIBOR Interest Determination Date will be
     determined as if the parties had specified the rate described in
     clause (ii) below.


<PAGE>


          (ii)  With respect to any LIBOR Interest Determination Date on
     which fewer than two offered rates appear on the Designated LIBOR
     Page with respect to LIBOR Reuters (unless the Designated LIBOR
     Page by its terms provides only for a single rate, in which case
     such single rate shall be used), or if no rate appears on the
     Designated LIBOR Page with respect to LIBOR Telerate, as the case
     may be, the Calculation Agent will request the principal London
     office of each of four major banks in the London interbank market
     selected by the Calculation Agent to provide the Calculation Agent
     with its offered rate quotation for deposits in the Designated
     LIBOR Currency (as defined below) for the period of the Index
     Maturity specified on the face hereof, commencing on the second
     London Business Day immediately following such LIBOR Interest
     Determination Date, to prime banks in the London interbank market
     as of 11:00 A.M., London time, on such LIBOR Interest Determination
     Date and in a principal amount that is representative for a single
     transaction in such Designated LIBOR Currency in such market at
     such time.  If at least two such quotations are provided, LIBOR
     determined on such LIBOR Interest Determination Date will be the
     arithmetic mean of such quotations.  If fewer than two quotations
     are provided, LIBOR determined on such LIBOR Interest Determination
     Date will be the arithmetic mean of the rates quoted as of 11:00
     A.M. in the applicable Principal Financial Center (as defined
     below), on such LIBOR Interest Determination Date by three major
     banks in such Principal Financial Center selected by the
     Calculation Agent for loans in the Designated LIBOR Currency to
     leading banks commencing on the second London Business Day
     immediately following such LIBOR Interest Determination Date,
     having the Index Maturity designated on the face hereof in a
     principal amount that is representative for a single transaction in
     such Designated LIBOR Currency in such market at such time;
     provided, however, that if the banks so selected by the Calculation
     Agent are not quoting as mentioned in this sentence, LIBOR
     determined on such LIBOR Interest Determination Date will be LIBOR
     in effect on such LIBOR Interest Determination Date.

          "Designated LIBOR Currency" means the currency (including a
composite currency), if any, designated on the face hereof as the Designated
LIBOR Currency.  If no such currency is designated on the face hereof, the
Designated LIBOR Currency shall be U.S. dollars.

          "Designated LIBOR Page" means either (a) the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Designated LIBOR Currency
(if "LIBOR Reuters" is designated on the face hereof), or (b) the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable designated LIBOR Currency
(if "LIBOR Telerate" is designated on the face hereof).  If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the
applicable Designated LIBOR Currency will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Designated LIBOR Currency, page 3750) had
been chosen.

          "Principal Financial Center" means, unless otherwise specified on
the face hereof, the capital city of the country that issues as its legal
tender the Designated LIBOR Currency of this Note, except that with respect
to U.S. dollars and ECUs, the Principal Financial Center shall be The City of
New York and Brussels, respectively.

Determination of Prime Rate.  If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the interest rate determined with respect to
the Prime Interest Determination Date shall be the Prime Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, specified
on the face hereof, as determined on such Prime Interest Determination Date.

          "Prime Rate" means, with respect to any Prime Interest
Determination Date, the rate set forth on such date in H.15(519) under the
heading "Bank Prime Loan."  In the event that such rate is not published
prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to
such Prime Interest Determination Date, then the Prime Rate with respect to
such Prime Interest Determination Date shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page as such bank's prime rate or base lending rate as in
effect for that Prime Interest Determination Date.  If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page for the Prime Interest
Determination Date, the Prime Rate with respect to such Prime Interest
Determination Date shall be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on such Prime Interest Determination Date by at least two
of the three major money center banks in The City of New York selected by the
Calculation Agent.  If fewer than two quotations are provided, the Prime Rate
with respect to such Prime Interest Determination Date shall be determined on
the basis of the rates furnished in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business
under the laws of the United States, or any state thereof, having total
equity capital of at least U.S. $500 million and being subject to supervision
or examination by Federal or state authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the
appropriate number of substitute banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate with
respect to such Prime Interest Determination Date will be the Prime Rate in
effect immediately prior to such Prime Interest Determination Date.  "Reuters
Screen USPRIME1 Page" means the display designated as page "USPRIME1" on the
Reuters Monitor Money Rate Service (or such other page as may replace the
USPRIME1 page on the service for the purpose of displaying the prime rate or
base lending rate of major banks).

Determination of Treasury Rate.  If the Interest Rate Basis specified on the
face hereof is Treasury Rate, the interest rate determined with respect to
the Treasury Interest Determination Date shall be the Treasury Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
specified on the face hereof, as determined on such Treasury Interest
Determination Date.

<PAGE>


          "Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading,
"Treasury bills -- auction average (investment)" or, if not so published by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, the average auction rate (expressed as
a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that such rate is not available by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, or if no such auction is held in a
particular week, then the Treasury Rate with respect to such Treasury
Interest Determination Date shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date,
of three leading primary U.S. government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity designated on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Treasury Rate with respect
to such Treasury Interest Determination Date will be the Treasury Rate in
effect immediately prior to such Treasury Interest Determination Date.

          The Calculation Agent shall calculate the interest rate on this
Note in accordance with the foregoing as soon as practicable after the
Interest Determination Date.

          The principal of and any premium and interest on this Note are
payable by the Company in the Specified Currency for this Note.  If the
Specified Currency for this Note is other than U.S. dollars, the Company will
(unless otherwise specified on the face hereof) arrange to convert all
payments in respect of this Note into U.S. dollars in the manner described in
the following paragraph.  If this Note has a Specified Currency other than
U.S. dollars, the holder of this Note may (unless otherwise specified on the
face hereof) elect to receive all payments in respect of this Note in the
Specified Currency by delivery of a written notice to the Trustee for such
Note not later than fifteen calendar days prior to the applicable payment
date, except under the circumstances described below.  Such election will
remain in effect until revoked by written notice to such Trustee received not
later than fifteen calendar days prior to the applicable payment date.

          The amount of any U.S. dollar payment in respect of this Note will
be determined by the Exchange Rate Agent based on the highest firm bid
quotation expressed in U.S. dollars received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date (or, if no such rate is quoted on such
date, the last date on which such rate was quoted), from three (or, if three
are not available, then two) recognized foreign exchange dealers in The City
of New York (one of which may be an Agent (as such term is used in the
Distribution Agreement dated November , 1996 relating to the Notes) and
another of which may be the Exchange Rate Agent) selected by the Exchange
Rate Agent, for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of such Specified Currency payable on
such payment date in respect of all Notes denominated in such Specified
Currency.  All currency exchange costs will be borne by the registered
Holders of such Notes by deductions from such payments.

          Except as set forth below, if payment in respect of this Note is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments in respect of this Note shall be made in U.S.
dollars; provided that the Company, at its option, may resume making payments
in such currency once such currency is again available or so used.  The
amounts so payable on any date in such currency shall be converted into U.S.
dollars on the basis of the most recently available market exchange rate for
such currency or as otherwise indicated on the face hereof.  Any payment in
respect of this Note made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.

          If payment in respect of this Note is required to be made in ECU
and ECU are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars; provided that the
Company, at its option, may resume making payments in ECU once ECU are again
so used.  The amount of each payment in U.S. dollars shall be computed on the
basis of the equivalent of ECU in U.S. dollars, determined as described
below, as of the second Business Day prior to the date on which such payment
is due.

          The equivalent of ECU in U.S. dollars as of any date shall be
determined by the Trustee for this Note on the following basis.  The
component currencies of ECU for this purpose (the "Components") shall be the
currency amounts that were components of ECU as of the last date on which ECU
were used in the European Monetary System.  The equivalent of ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Components.  The U.S. dollar equivalent of each of the Components shall be
determined by such Trustee or such Exchange Rate Agent, as the case may be,
on the basis of the most recently available Market Exchange Rates for such
Components or as otherwise indicated on the face hereof.

          If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion.  If two or
more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
component currencies expressed in such single currency.  If any component
currency is divided into two or more currencies, the amount of that currency
as a Component shall be replaced by amounts of such two or more currencies,
each of which shall be equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.

          All determinations referred to above made by the Trustee or the
Exchange Rate Agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
of this Note.

          All percentages resulting from any calculations under this Note
will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point (with five one-millionths of a percentage point being
rounded upward) and all currency or currency unit or dollar amounts used in
or resulting from any such calculation in respect of the Notes will be
rounded to the nearest one-hundredth of a unit (with five one-thousandths
being rounded upward) or nearest cent (with one-half cent being rounded
upward), as the case may be.

<PAGE>


          SECTION 3.  Supplemental Indentures.  The Indenture contains
provisions permitting 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 (acting as
one class) to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture
or modifying in any manner the rights of the Holders of the Securities or
such series; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Security affected
thereby , among other things, (i) change the fixed maturity of the principal
of, or any installment of principal of or interest on, any Security;
(ii) reduce the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof; (iii) impair the right to
institute suit for the enforcement of any such payment on or after the fixed
maturity thereof (or, in the case of redemption, on or after the redemption
date); (iv) 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 the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture;
(v) change any obligation of the Company, with respect to outstanding
Securities of a series, to maintain an office or agency in the places and for
the purposes specified in the Indenture for such series; or (vi) modify any
of the foregoing provisions or the provisions for the waiver of certain
covenants and defaults, except to increase any applicable percentage of the
aggregate principal amount of outstanding Securities the consent of the
Holders of which is required or to provide with respect to any particular
series the right to condition the effectiveness of any supplemental indenture
as to that series on the consent of the Holders of a specified percentage of
the aggregate principal amount of outstanding Securities of such series or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Security
affected thereby. It is also provided in the Indenture that the Holders of a
majority in aggregate principal amount of the Securities of a series at the
time outstanding may on behalf of the Holders of all the Securities of such
series waive any past default under the Indenture with respect to such series
and its consequences, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any Security of such series or in
respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Notes which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.

          SECTION 4.  Obligation of the Company Absolute.  No reference
herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.

          SECTION 5.  Discharge of Obligations.  The Indenture permits the
Company to discharge its obligations with respect to the Notes on the 91st
day following the satisfaction of the conditions set forth in the Indenture,
which include the deposit with the Trustee of money or U.S. Government
Obligations or a combination thereof sufficient to pay and discharge each
installment of principal of (including premium, if any, on) and interest, if
any, on the outstanding Notes.

          SECTION 6.  Consolidation or Merger of the Company.  If the Company
shall, in accordance with Section 901 of the Indenture, consolidate with or
merge into any other corporation or convey or transfer its properties and
assets substantially as an entirety to any Person, the successor shall
succeed to, and be substituted for, the Person named as the "Company" on the
face of this Note, all on the terms set forth in the Indenture.

          SECTION 7.  Authorized Denominations.  The Notes are issuable in
registered form without coupons in denominations of $1,000 or any integral
multiple thereof.  In the manner and subject to the limitations provided in
the Indenture, but without the payment of any service charge, Notes may be
exchanged for an equal aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City and State of New York.

          SECTION 8.  Registration of Transfer.  Upon due presentment for
registration of transfer of this Note at the office or agency of the Company
for such registration, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith.

          If this Note is a global Note (as specified on the face hereof),
this Note is exchangeable for certificated Notes only upon the terms and
conditions provided in the Indenture.  Except as provided above, owners of
beneficial interests in this permanent global Note will not be entitled to
receive physical delivery of Notes in certificated registered form and will
not be considered the Holders thereof for any purpose under the Indenture.

          SECTION 9.  Owners.  Prior to due presentment for registration of
transfer of this Note, the Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the owner
of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this
Note, as herein provided, and for all other purposes, and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected
by any notice to the contrary.  All payments made to or upon the order of
such registered Holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this Note.

          SECTION 10.  Waiver and Release of Liability.  No recourse for the
payment of the principal of, premium, if any, or interest on this Note, 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 Note 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 any successor corporation, whether by virtue of any
constitution, statute or role 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.

          SECTION 11.  Redemption.  If so specified on the face hereof, this
Note may be redeemed at the option of the Company as a whole or from time to
time in part, on or after the date designated as the Initial Redemption Date
on the face hereof, at the redemption price specified on the face hereof,
together with unpaid interest accrued on the principal amount hereof to be
redeemed to the date of redemption, but interest installments that are due on
or prior to the date of redemption will be payable to the Holder of this Note
of record at the close of business on the relevant Regular Record Date
referred to on the face hereof, all as provided in the Indenture.  The
Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 calendar days prior to the
date of redemption, subject to all the provisions and conditions of the
Indenture.  In the event of redemption of this Note in part only, a new Note
or Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


<PAGE>


          SECTION 12.  Repayment.  If so specified on the face hereof, this
Note will be repayable prior to Stated Maturity at the option of the Holder
on the Optional Repayment Dates shown on the face hereof at the Optional
Repayment Prices shown on the face hereof together with interest accrued and
unpaid thereon to the date of repayment.  In order for this Note (if it is
repayable at the option of the Holder) to be repaid prior to Stated Maturity,
the Paying Agent must receive at least 30 but not more than 45 calendar days
prior to an Optional Repayment Date (i) this Note with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States of America setting forth the name of the Holder of this
Note, the principal amount of this Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note with the form below entitled "Option
to Elect Repayment" duly completed will be received by the Paying Agent not
later than five Business Days after the date of such telegram, telex,
facsimile transmission, hand delivery or letter (first class, postage
prepaid).  If the procedure described in clause (ii) of the preceding
sentence is followed, this Note with such form duly completed must be
received by the Trustee by such fifth Business Day.  Exercise of the
repayment option by the Holder of this Note shall be irrevocable, except that
a Holder who has tendered this Note for repayment may revoke any such tender
for repayment by written notice to the Trustee received prior to the close of
business on the tenth calendar day prior to the repayment date.  The
repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after such repayment is an authorized
denomination.  Upon such partial repayment, this Note shall be cancelled and
a new Note or Notes for the remaining principal amount hereof shall be issued
in the name of the Holder of this Note.

          SECTION 13.  Optional Interest Reset.  If so specified on the face
hereof, the Spread or the Spread multiplier on this Note may be reset by the
Company on the date or dates specified on the face hereof (each an "Optional
Interest Reset Date").  The Company may exercise such option by notifying the
Trustee of such exercise at least 45 but not more than 60 calendar days prior
to an Optional Interest Reset Date.  If the Company so notifies the Trustee
of such exercise, the Trustee will send, not later than 40 calendar days
prior to each Optional Interest Reset Date, by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) to the
Holder of this Note a notice (the "Reset Notice") indicating (i) that the
Company has elected to reset the Spread or the Spread Multiplier, (ii) such
new Spread or Spread Multiplier and (iii) the provisions, if any, for
redemption during the period from such Optional Interest Reset Date to the
next Optional Interest Reset Date or, if there is no such next Optional
Interest Reset Date, to the Stated Maturity of this Note (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such
redemption may occur during such Subsequent Interest Period.

          Notwithstanding the foregoing, not later than 20 calendar days
prior to an Optional Interest Reset Date, the Company may, at its option,
revoke the Spread and/or the Spread Multiplier provided for in the Reset
Notice and establish a Spread and/or Spread Multiplier resulting in a higher
interest rate for the Subsequent Interest Period commencing on such Optional
Interest Reset Date by causing the Trustee to send by telegram, telex,
facsimile transmission, hand delivery or letter (first class, postage
prepaid) notice of such Spread and/or Spread Multiplier resulting in a higher
interest rate to the Holder of this Note.  Such notice shall be irrevocable.
All Notes with respect to which the Spread and/or the Spread Multiplier is
reset on an Optional Interest Reset Date will bear such Spread and/or Spread
Multiplier resulting in a higher interest rate, whether or not tendered for
repayment as provided in the next paragraph.

          If the Company elects prior to an Optional Interest Reset Date to
reset the Spread and/or Spread Multiplier of this Note, the Holder of this
Note will have the option to elect repayment of this Note by the Company on
such Optional Interest Reset Date at a price equal to the principal amount
hereof plus interest accrued and unpaid thereon to such Optional Interest
Reset Date.  In order to obtain repayment on an Optional Interest Reset Date,
the Holder must follow the procedures set forth under Section 12 for optional
repayment except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 calendar days prior to such
Optional Interest Reset Date.  If the Holder has tendered this Note for
repayment following receipt of a Reset Notice, the Holder may revoke such
tender for repayment by written notice to the Trustee received prior to 5:00
P.M., New York City time, on the tenth calendar day prior to such Optional
Interest Reset Date.

          SECTION 14.  Optional Extension of Maturity.  If so specified on
the face hereof, the Stated Maturity of this Note may be extended at the
option of the Company for the period or periods of from one to five whole
years specified on the face hereof (each an "Extension Period") up to but not
beyond the date (the "Final Maturity Date") set forth on the face hereof.
The Company may exercise such option with respect to this Note by notifying
the Trustee of such exercise at least 45 but not more than 60 calendar days
prior to the Stated Maturity of this Note in effect prior to the exercise of
such option (the "Original Stated Maturity Date").  If the Company so
notifies the Trustee of such exercise, the Trustee will send, not later than
40 calendar days prior to the Original Stated Maturity Date, by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of this Note, a notice (the "Extension Notice")
indicating (i) that the Company has elected to extend the Stated Maturity of
this Note, (ii) the new Stated Maturity, (iii) the Spread and/or Spread
Multiplier applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period, including the date or dates
on which or the period or periods during which and the price or prices at
which such redemption may occur during such Extension Period.  Upon the
Trustee's sending of the Extension Notice, the Stated Maturity of this Note
shall be extended automatically and, except as modified by the Extension
Notice and as described in the next two paragraphs, this Note will have the
same terms as prior to the sending of such Extension Notice.

          Notwithstanding the foregoing, not later than 20 calendar days
prior to the Original Stated Maturity Date of this Note, the Company may, at
its option, revoke the Spread and/or Spread Multiplier provided for in the
Extension Notice and establish a Spread and/or Spread Multiplier resulting in
a higher interest rate for the Extension Period by causing the Trustee to
send by telegram, telex, facsimile transmission, hand delivery or letter
(first class, postage prepaid) notice of such Spread and/or Spread Multiplier
resulting in a higher interest rate to the Holder of this Note.  Such notice
shall be irrevocable.  All Notes with respect to which the Stated Maturity is
extended will bear such Spread and/or Spread Multiplier resulting in a higher
interest rate for the Extension Period, whether or not tendered for repayment
as provided in the next paragraph.

          If the Company elects to extend the Stated Maturity of this Note,
the Holder will have the option to elect repayment of this Note by the
Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus interest accrued and unpaid thereon to such
date.  In order to obtain repayment on the Original Stated Maturity Date, the
Holder must follow the procedures set forth under Section 12 for optional
repayment, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 calendar days prior to the Original
Stated Maturity Date.  A Holder who has tendered this Note for repayment
following receipt of an Extension Notice may revoke such tender for repayment
by written notice to the Trustee received prior to 5:00 P.M., New York City
time, on the tenth calendar day prior to the Original Stated Maturity Date.


<PAGE>


          SECTION 15.  Sinking Fund.  This Note will not be subject to any
sinking fund.

          SECTION 16.  Original Issue Discount Notes.  Notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount payable in the event the principal amount hereof is declared
to be due and payable immediately by reason of an Event of Default or in the
event of redemption or repayment prior to the Stated Maturity hereof in lieu
of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the date of declaration, redemption
or repayment, as the case may be.  The "Amortized Face Amount" of this Note
shall be the amount equal to (a) the principal amount of this Note multiplied
by the Issue Price (as set forth on the face hereof) plus (b) that portion of
the difference between the dollar amount determined pursuant to the preceding
clause (a) and the principal amount hereof that has accreted at the Yield to
Maturity (as set forth on the face hereof) (computed in accordance with
generally accepted United States bond yield computation principles) to such
date of declaration, redemption or payment, but in no event shall the
Amortized Face Amount of this Note exceed its principal amount.

          SECTION 17.  Events of Default.  In case an Event of Default (as
defined in the Indenture) with respect to the Securities of this series shall
have occurred and be continuing, the principal hereof together with accrued
interest thereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

          SECTION 18.  Governing Law.  This Note shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 19.  Defined Terms.  All terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include the Notes.

<PAGE>


                      OPTION TO ELECT REPAYMENT

          [To be completed only if this Note is repayable at the option
           of the Holder and the Holder elects to exercise such rights]


          The undersigned owner of this Note hereby irrevocably elects to
have the Company repay the principal amount of this Note or portion hereof
below designated at (i) the applicable Optional Repayment Price indicated on
the face hereof, together with interest accrued and unpaid thereon to the
date of repayment, if this Note is to be repaid pursuant to Section 12 of
this Note, or (ii) 100% of the principal amount of this Note to be repaid
plus interest accrued and unpaid thereon to the Optional Interest Reset Date,
if this Note is to be repaid pursuant to Section 13 hereof, or to the
Original Stated Maturity Date, if this Note is to be repaid pursuant to
Section 14 hereof.  Specify the denomination or denominations (which shall be
$1,000 or an integral multiple thereof in excess thereof or, if the Note is
denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion
of the within Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):


______________________________
Dated:________________________          ___________________________
                                        Signature
                                        Sign exactly as name appears on
                                        the front of this Note.

Principal amount to be repaid           Indicate address where check is
if amount to be repaid is less          to be sent, if repaid:
than the entire principal amount
of this Note (principal amount
remaining must be an authorized
 denomination)

$______________________________




(which shall be an integral
multiple of $1,000 or, if the
Note is denominated in a                SOCIAL SECURITY OR OTHER
currency other than U.S. dollars,       TAXPAYER ID NUMBER
of an amount equal to the integral      ___________________________
 multiples referred to on the face
 hereof under "Authorized
Denominations" (or, if no such
reference is made, an amount
equal to the minimum Authorized
Denomination)).



<PAGE>


                               ABBREVIATIONS


       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as through they were written out in
full according to applicable laws or regulations:

          TEN COM - as tenants in common
          TEN ENT - as tenants by the entireties
          JT TEN - as joint tenants with right of survivorship
                   and not as tenants in common

UNIF GIFT MIN ACT                            Custodian
                              ----------------------------------------
                              (Cust)                            (Minor)

                                   Under Uniform Gifts to Minors Act
                               ----------------------------------------
                                               (State)

        Additional abbreviations may also be used though not in
          the above list.


                      _______________________

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


           _____________________________________
          |_____________________________________|




___________________________________________________________________________
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





___________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing __________________ attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.


Dated:_____________________        _____________________________
                                   Signature
                                   Sign exactly as name appears on the
                                   front of this Note (SIGNATURE MUST
                                   BE GUARANTEED by a commercial bank,
                                   a trust company or by a member of
                                   the New York Stock Exchange which is
                                   a member of an approved signature
                                   guarantee medallion program pursuant
                                   to Securities and Exchange Commission
                                   Rule 17Ad-15.)


 NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
          NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
          EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
          CHANGE WHATEVER.



<PAGE>


                                                           Exhibit A.3


                                             (Form of Fixed Rate
                                              Security with and without
                                              Optional Redemption Provision)

(Form of Face of [Note] 1/ )

  [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.] 2/

No.:


                  POLAROID CORPORATION
                   % [Note] Due


No.:                          CUSIP No.:
                                 $

  POLAROID CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars, at the office or agency of the Company designated for such purpose,
on                , in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payments of public
and private debts, and to pay interest, semi-annually on
and                         of each year, on said principal sum at said
office or agency, in like coin or currency, at the rate of                 %
per annum, from the               or the                 , as the case may
be, next preceding the date of this [Note] to which interest has been paid,
unless the date hereof is a date to which interest has been paid, in which
case from the date of this [Note], or unless no interest has been paid on the
[Notes] due       (as defined on the reverse hereof), in which case from
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after
or                            as the case may be, and before the following
or                               , this [Note] shall bear interest from such
or                              , provided, however, that if the Company
shall default in the payment of interest due on such                       or
, then this [Note] shall bear interest from the next preceding
or                          to which interest has been paid, or, if no
interest has been paid on the [Notes] due     ,from
 .  The interest so payable on any                                   or
will subject to certain exceptions


__________________________________
     1/   Bracketed references to "Note" or "Notes" should be
          changed to reflect the designation of the series of
          Securities being issued.
      2/  The bracketed language is to be included if the Securities
          are included within DTC's book-entry system.



<PAGE>


provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this [Note] is registered at the close of business on
such                                     or                       ,  as the
case may be, next preceding such                        or
, unless the Company shall default in the payment of interest due on such
interest payment date, in which case such defaulted interest, at the option
of the Company, may be paid to the person in whose name this [Note] is
registered at the close of business on a special record date for the payment
of such defaulted interest established by notice to the registered holders of
[Notes] not less than 10 days preceding such special record date or may be
paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the [Notes] due     may be listed.  Payment of
interest may, at the option of the Company, be made by check mailed to the
registered address of the person entitled thereto.

  Reference is made to the further provisions of this [Note] set forth on the
reverse hereof.  Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

  This [Note] shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.


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


Dated:                           POLAROID CORPORATION


                                 by__________________________________

  TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

    This is one of the Securities of the
Series designated herein issued under the
 within-mentioned Indenture.     by__________________________________


STATE STREET BANK AND TRUST COMPANY,
as Trustee

by
  _____________________________________
  Authorized Signatory


                                   -2-


<PAGE>

(Form of Reverse of [Note])

     This [Note] is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the
Company (hereinafter called the "Securities), of the series
hereinafter specified, all issued or to be issued under an
indenture dated as of November [  ], 1996 (hereinafter called the
"Indenture"), duly executed and delivered by the Company to
State Street Bank and Trust Company, a trust company
duly organized and existing under the laws of the
Commonwealth of Massachusetts, as trustee (hereinafter called the "Trustee"),
to
which Indenture and all indentures supplemental thereto reference is hereby
made
for a description of the respective rights and duties thereunder of the
Trustee,
the Company and the holders of the Securities.  The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest at
different
rates, may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided.  This [Note] is one of a series designated as the       % [Notes] due
of the Company (hereinafter called the "[Notes] due     ") issued under the
Indenture, limited in aggregate principal amount to $                     .

     In case an Event of Default with respect to the [Notes] due     ,
as defined in the Indenture, shall have occurred and be
continuing, the principal hereof together with interest accrued
thereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting 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 (acting as
one class) to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Securities
of such series to be affected; provided, however, that no such
supplemental indenture shall, among other things, (i) change the
fixed maturity of the principal of, or any installment of principal
of or interest on, any Security; (ii) reduce the principal
amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof; (iii) impair
the right to institute suit for the enforcement of any
such payment on or after the fixed maturity thereof (or, in
the case of redemption, on or after the redemption date);
(iv) 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 the Indenture or certain
defaults thereunder and their consequences) provided for in the
Indenture; (v) change any obligation of the Company, with respect
to outstanding Securities of a series, to maintain an office or
agency in the places and for the purposes specified in the Indenture for
such series; or (vi) modify any of the foregoing provisions or
the provisions for the waiver of certain covenants and defaults,
except to increase any applicable percentage of the aggregate
principal amount of outstanding Securities the consent
of the holders of which is required or to provide with
respect to any particular series the right to condition
the effectiveness of any supplemental indenture as to that
series on the consent of the holders of a specified percentage of the
aggregate principal amount of outstanding Securities of such
series or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent
of the holder of each outstanding Security affected thereby.
It is also provided in the Indenture that the holders of
a majority in aggregate principal amount of the Securities
of a series at the time outstanding may on behalf of the holders
of all the Securities of such series waive any past default
under the Indenture with respect to such series and its
consequences, except a default in the payment of the principal
of, premium, if any, or interest, if any, on any Security of
such series or in respect of a covenant or provision which
cannot be modified without the consent of the Holder of
each outstanding Security of the series affected.  Any
such consent or waiver by the holder of this [Note]
shall be conclusive and binding upon such holder and upon
all future holders and owners of the [Note] and any
[Notes] due     which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made
upon this [Note] or such other [Notes] due     .



                                   -3-


<PAGE>

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

     The Indenture permits the Company to Discharge its obligations with
respect
to the [Notes] due      on the first day following the satisfaction of the
conditions set forth in the Indenture, which include the irrevocable
deposit with the Trustee of money or U.S. Government Obligations
or a combination thereof sufficient to pay and discharge each
installment of principal of  (including premium, if any, on)
and interest, if any, on the outstanding [Notes] due     .

     If the Company shall, in accordance with Section 901 of the Indenture,
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person, the successor
shall succeed to, and be substituted for, the Person named as the
"Company" on the face of this [Note], all on the terms set
forth in the Indenture.

     The [Notes] due      are issuable in registered form without coupons in
denominations of $1,000 or any integral  multiple thereof.  In the manner and
subject to the limitations provided in the Indenture, but without the payment
of
any service charge, [Notes] due      may be exchanged for an equal aggregate
principal amount of [Notes] due      of other authorized denominations at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, the City and State of New York.

     [The [Notes] due       may be redeemed as a whole, or from time to time in
part, at the option of the Company at any time upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed for
redemption to the holders of the [Notes] due      at their last registered
addresses, all as provided in the Indenture, at the following
optional redemption prices (expressed in percentages of the principal
amount),  together in each case with accrued interest to the date
fixed for redemption.

     If redeemed during the twelve-month period beginning

      Year                    Percentage


                                  ] 3/



____________________________

3/ Bracketed language to be included in Securities
   redeemable at the option of the Company.




                                   -4-


<PAGE>

     Upon due presentment for registration of transfer of this [Note] at the
office or agency of the Company for such registration in the Borough of
Manhattan, the City and State of New York, a new [Note] or [Notes] of
authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

     Prior to due presentment for registration of transfer of this [Note], the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the registered holder hereof as the absolute owner of this [Note]
(whether
or not this [Note] shall be overdue) for the purpose of receiving payment of
the
principal of, premium, if any, and interest on this Note, as herein provided,
and for all other purposes, and neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be affected by
any notice to the contrary.  All payments made to or upon the order
 of such registered holder shall, to the extent
of the sum or sums paid, effectively satisfy and discharge
liability for moneys payable on this [Note].

     No recourse for the payment of the principal of, premium,
if any, or interest on this [Note], 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 [Note], 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.

     Unless otherwise defined in this [Note], all terms used
in this [Note] which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

     THIS [NOTE] SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


                                   -5-


<PAGE>



                                EXHIBIT B

                        [FORMS OF CERTIFICATIONS]


                               EXHIBIT B.1


                   [FORM OF CERTIFICATION TO BE GIVEN
                    BY THE EUROCLEAR OPERATOR OR CEDEL]


                             CERTIFICATION

                         POLAROID CORPORATION


                         [Title of Securities]

                           (the "Securities")

     This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Fiscal Agency or other
Agreement, as of the date hereof.___________________ principal amount of the
above captioned Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source ("United States persons"),
(ii) is owned by United States persons that (a) are foreign branches of
United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) ("financial institutions")) purchasing for their
own account or for resale, or (b) acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution has
agreed, on its own behalf or through its agent, that we may advise the Issuer
or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States
or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States
or foreign financial institutions described in clause (iii) above (whether or
not also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

     If the Securities are of the category contemplated in
Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as
amended (the "Act") then this is also to certify with respect to the
principal amount of Securities set forth above that, except as set forth
below, we have received in writing by tested telex or by electronic
transmission, from our Member Organizations entitled to portion of such
principal amount, certifications with respect to such portion, substantially
to the effect set forth in the Fiscal Agency or other Agreement.


<PAGE>


     We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the Temporary Global security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant, exercise of any
rights or collection of any interest) are no longer true and cannot be relied
upon as the date hereof.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which  this
certification is or would be relevant, we irrevocably authorize you to
produce this certification to any interested party in such proceedings.


Dated:________________, 19__ **


                         Yours faithfully,

                         [MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                         Brussels Office,
                         as operator of the Euroclear System]

                                    or

                         [CEDEL S.A.]

                          By__________________________________________


* Note:  Unless Morgan Guaranty Brussels and Cedel are otherwise informed by
the Lead Manager or Issuing Agent, the Standard Long-Form Certification set
out in the Operating Procedures will be deemed to meet the requirements of
this sentence.

** Not earlier than the Certification Event to which the certification
relates.

To the extent that this certification is used as a reference document,
drafters should note that the asterisks in the text, and the footnotes, may
be omitted.


                              -2-
<PAGE>


                              EXHIBIT B.2

                [FORM OF PARTICIPANT CERTIFICATION INCORPORATED
                BY REFERENCE IN A CERTIFICATION INSTRUCTION]


                            CERTIFICATE

                          POLAROID CORPORATION


                         [Title of Securities]

                            (the "Securities")

     This is to certify that as of the date hereof, and except as set forth
below, the above captioned Securities held by you for our account (i) are
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to the United States Federal income taxation
regardless of its source ("United States persons"), (ii) are owned by
United States person(s) that (a) are foreign branches of a United States
financial institution (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their
own account or for resale, or (b) acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the
issuer or the issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this
is to further certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     If the Securities are of the category contemplated in
Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as
amended (the "Act"), then this is also to certify that, except as set forth
below, (i) in the case of debt securities, the Securities are beneficially
owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the
Securities in transactions which did not require registration under the Act
or (ii) in the case of equity securities, the Securities are owned by
(x) non-U.S. person(s) (and such person(s) are not acquiring the Securities
for the account or benefit of U.S. person(s)) or (y) U.S. person(s) who
purchased the Securities in a transaction which did not require registration
under the Act.  If this certification is being delivered in connection with
the exercise of warrants pursuant to Section 230.902(m) of Regulation S under
the Act, then this is further to certify that, except as set forth below, the
Securities are being exercised by and on behalf of non-U.S. person(s).  As
used in this paragraph the term "U.S. person" has the meaning given to it by
Regulation S under the Act.



<PAGE>


     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certification excepts and does not relate to $_____________ of such
interest in the above Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to
produce this certification to any interested party in such proceedings.


Date: ________________, 19__*


By __________________________________________________
  As, or as agent for, the beneficial owner(s)
  of the Securities to which this certificate relates

* Not earlier than 15 days prior to the Certification Event to which the
certification relates.

                               -2-