Exhibit  10.6







                               SEMCO ENERGY, INC.

                                       TO

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                                     TRUSTEE




                                    INDENTURE

               DATED AS OF APRIL 19, 2000 SUBORDINATED DEBENTURES


<PAGE>
<TABLE>
<CAPTION>


                                                     TABLE OF CONTENTS*


                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                      <C>                                                             <C>
ARTICLE ONE DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION                                                                                         1
  SECTION 101.                                           DEFINITIONS                                                      1
  SECTION 102.                                           COMPLIANCE CERTIFICATE AND OPINIONS                             11
  SECTION 103.                                           FORM OF DOCUMENTS DELIVERED TO TRUSTEE                          11
  SECTION 104.                                           ACTS OF HOLDERS                                                 12
  SECTION 105.                                           NOTICES, ETC., TO TRUSTEE AND COMPANY                           14
  SECTION 106.                                           NOTICE TO HOLDERS; WAIVER                                       14
  SECTION 107.                                           EFFECT OF HEADINGS AND TABLE OF CONTENTS                        15
  SECTION 108.                                           SUCCESSORS AND ASSIGNS                                          15
  SECTION 109.                                           SEPARABILITY CLAUSE                                             15
  SECTION 110.                                           BENEFITS OF INDENTURE                                           15
  SECTION 111.                                           GOVERNING LAW                                                   15
  SECTION 112.                                           LEGAL HOLIDAYS                                                  15
  SECTION 113.                                           NO RECOURSE AGAINST OTHERS                                      16
ARTICLE TWO SECURITIES FORMS                                                                                             16
  SECTION 201.                                           FORMS OF SECURITIES                                             16
  SECTION 202.                                           FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION                 16
  SECTION 203.                                           SECURITIES ISSUABLE IN GLOBAL FORM                              17
ARTICLE THREE THE SECURITIES                                                                                             17
  SECTION 301.                                           AMOUNT UNLIMITED; ISSUABLE IN SERIES                            17
  SECTION 302.                                           DENOMINATIONS                                                   20
  SECTION 303.                                           EXECUTION, AUTHENTICATION, DELIVERY AND DATING                  21
  SECTION 304.                                           TEMPORARY SECURITIES                                            23
  SECTION 305.                                           REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE             25
  SECTION 306.                                           MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES                28
  SECTION 307.                                           PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED                  29
  SECTION 308.                                           PERSONS DEEMED OWNERS                                           31
  SECTION 309.                                           CANCELLATION                                                    32
  SECTION 310.                                           COMPUTATION OF INTEREST                                         32
ARTICLE FOUR SATISFACTION AND DISCHARGE                                                                                  32
  SECTION 401.                                           SATISFACTION AND DISCHARGE OF INDENTURE                         32
  SECTION 402.                                           APPLICATION OF TRUST FUNDS                                      34
ARTICLE FIVE REMEDIES                                                                                                    34
  SECTION 501.                                           EVENTS OF DEFAULT                                               34
  SECTION 502.                                           ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT              36
  SECTION 503                                            COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                                                         TRUSTEE                                                         37
  SECTION 504.                                           TRUSTEE MAY FILE PROOFS OF CLAIM                                38
  SECTION 505                                            TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
                                                         OR COUPONS                                                      38
  SECTION 506.                                           APPLICATION OF MONEY COLLECTED                                  39
  SECTION 507.                                           LIMITATION ON SUITS                                             39
  SECTION 508                                            UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
                                                         IF ANY, INTEREST AND ADDITIONAL INTEREST                        40
  SECTION 509. RESTORATION OF RIGHTS AND REMEDIES                                                                        40

<FN>
*     This  Table  of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any
of  its  terms  and  provisions.
</TABLE>
                                        i
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                      <C>                                                             <C>
  SECTION 510                                            RIGHTS AND REMEDIES CUMULATIVE                                  40
  SECTION 511                                            DELAY OR OMISSION NOT WAIVER                                    40
  SECTION 512                                            CONTROL BY HOLDERS OF SECURITIES                                41
  SECTION 513                                            WAIVER OF PAST DEFAULTS                                         41
  SECTION 514                                            WAIVER OF USURY, STAY OR EXTENSION LAWS                         41
  SECTION 515                                            UNDERTAKINGS FOR COSTS                                          42
ARTICLE SIX THE TRUSTEE                                                                                                  42
  SECTION 601                                            NOTICE OF DEFAULTS                                              42
  SECTION 602                                            CERTAIN RIGHTS OF TRUSTEE                                       42
  SECTION 603                                            NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES          44
  SECTION 604                                            MAY HOLD SECURITIES                                             44
  SECTION 605                                            MONEY HELD IN TRUST                                             44
  SECTION 606                                            COMPENSATION AND REIMBURSEMENT                                  44
  SECTION 607                                            CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS  45
  SECTION 608                                            RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR               45
  SECTION 609                                            ACCEPTANCE OF APPOINTMENT BY SUCCESSOR                          46
  SECTION 610                                            MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS     47
  SECTION 611                                            PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY               48
  SECTION 612                                            APPOINTMENT OF AUTHENTICATING AGENT                             48
ARTICLE SEVEN HOLDERS' LIST AND REPORTS
BY TRUSTEE AND COMPANY                                                                                                   50
  SECTION 701                                            DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS                    50
  SECTION 702                                            REPORTS BY TRUSTEE                                              50
  SECTION 703                                            REPORTS BY COMPANY                                              50
  SECTION 704                                            COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESS OF HOLDERS         51
ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE
OR CONVEYANCE                                                                                                            51
  SECTION 801                                            CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
                                                         CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS             51
  SECTION 802                                            RIGHTS AND DUTIES OF SUCCESSOR CORPORATION                      52
  SECTION 803                                            OFFICER'S CERTIFICATE AND OPINIONS OF COUNSEL                   52
ARTICLE NINE SUPPLEMENTAL INDENTURES                                                                                     52
  SECTION 901                                            SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS              52
  SECTION 902                                            SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS                 54
  SECTION 903                                            EXECUTION OF SUPPLEMENTAL INDENTURES                            55
  SECTION 904                                            EFFECT OF SUPPLEMENTAL INDENTURES                               55
  SECTION 905                                            CONFORMITY WITH TIA                                             55
  SECTION 906                                            REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES              55
ARTICLE TEN COVENANTS                                                                                                    55
  SECTION 1001                                           PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL
                                                         INTEREST                                                        55
  SECTION 1002                                           MAINTENANCE OF OFFICE OR AGENCY                                 56
  SECTION 1003                                           MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST               57
  SECTION 1004                                           EXISTENCE                                                       58
  SECTION 1005                                           MAINTENANCE OF PROPERTIES                                       58
  SECTION 1006                                           INSURANCE                                                       59
  SECTION 1007                                           PAYMENT OF TAXES AND OTHER CLAIMS                               59
  SECTION 1008                                           PROVISION OF FINANCIAL INFORMATION                              59
  SECTION 1009                                           STATEMENT AS TO COMPLIANCE                                      59
  SECTION 1010                                           ADDITIONAL INTEREST                                             59
</TABLE>

                                        ii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                      <C>                                                             <C>
  SECTION 1011                                           LIMITATIONS ON LIENS                                            60
  SECTION 1012                                           LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS                 62
  SECTION 1013                                           WAIVER OF CERTAIN COVENANTS                                     63
  SECTION 1014                                           COVENANTS REGARDING TRUST                                       63
ARTICLE ELEVEN REDEMPTION OF SECURITIES                                                                                  63
  SECTION 1101                                           APPLICABILITY OF ARTICLE                                        63
  SECTION 1102                                           ELECTION TO REDEEM; NOTICE TO TRUSTEE                           64
  SECTION 1103                                           SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED               64
  SECTION 1104                                           NOTICE OF REDEMPTION                                            64
  SECTION 1105                                           DEPOSIT OF REDEMPTION PRICE                                     65
  SECTION 1106                                           SECURITIES PAYABLE ON REDEMPTION DATE                           66
  SECTION 1107                                           SECURITIES REDEEMED IN PART                                     66
ARTICLE TWELVE SINKING FUNDS                                                                                             67
  SECTION 1201                                           APPLICABILITY OF ARTICLE                                        67
  SECTION 1202                                           SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES           67
  SECTION 1203                                           REDEMPTION OF SECURITIES FOR SINKING FUNDS                      67
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS                                                                      68
  SECTION 1301                                           APPLICABILITY OF ARTICLE                                        68
  SECTION 1302                                           REPAYMENT OF SECURITIES                                         68
  SECTION 1303                                           EXERCISE OF OPTION                                              68
  SECTION 1304                                           WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
                                                         PAYABLE                                                         69
  SECTION 1305                                           SECURITIES REPAID IN PART                                       70
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE                                                                      70
  SECTION 1401                                           APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
                                                         DEFEASANCE OR COVENANT DEFEASANCE                               70
  SECTION 1402                                           DEFEASANCE AND DISCHARGE                                        70
  SECTION 1403                                           COVENANT DEFEASANCE                                             71
  SECTION 1404                                           CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE                 71
  SECTION 1405                                           DEPOSITED MONEY AND GOVERNMENT OBLIGATION TO BE HELD IN TRUST;
                                                         OTHER MISCELLANEOUS PROVISIONS                                  73
ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES                                                                        73
  SECTION 1501                                           PURPOSES FOR WHICH MEETINGS MAY BE CALLED                       73
  SECTION 1502                                           CALL, NOTICE AND PLACE OF MEETINGS                              73
  SECTION 1503                                           PERSONS ENTITLED TO VOTE AT MEETING                             74
  SECTION 1504                                           QUORUM; ACTION                                                  74
  SECTION 1505                                           DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                                                         OF MEETINGS                                                     75
  SECTION 1506                                           COUNTING VOTES AND RECORDING ACTION OF MEETINGS                 76
ARTICLE SIXTEEN SUBORDINATION                                                                                            76
  SECTION 1601                                           SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS                   76
  SECTION 1602                                           PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC                       77
  SECTION 1603                                           NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT                  78
  SECTION 1604                                           PAYMENT PERMITTED IF NO DEFAULT                                 78
  SECTION 1605                                           SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS         78
  SECTION 1606                                           PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS                     78
  SECTION 1607                                           TRUSTEE TO EFFECTUATE SUBORDINATION                             79
  SECTION 1608                                           NO WAIVER OF SUBORDINATION PROVISIONS                           79
  SECTION 1609                                           TRUST MONEYS NOT SUBORDINATED                                   80
</TABLE>
                                       iii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                      <C>                                                             <C>
  SECTION 1610                                           NOTICE TO THE TRUSTEE                                           80
  SECTION 1611                                           RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT  80
  SECTION 1612                                           TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS        81
  SECTION 1613                                           RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS
                                                         PRESERVATION OF TRUSTEE'S RIGHTS                                81
  SECTION 1614                                           ARTICLE APPLICABLE TO PAYING AGENTS                             81
  SECTION 1615                                           RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
                                                         PROVISIONS                                                      81
ARTICLE SEVENTEEN MISCELLANEOUS PROVISIONS                                                                               82
  SECTION 1701                                           ASSIGNMENT; BINDING EFFECT                                      82
  SECTION 1702                                           ADDITIONAL INTEREST                                             82
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS:
<S>                                                      <C>                                                             <C>
EXHIBIT  A-1     FORM  OF  CERTIFICATE  TO  BE  GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                 PAYABLE PRIOR TO THE EXCHANGE DATE

EXHIBIT A-2      FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A. IN  CONNECTION  WITH THE EXCHANGE OF A PORTION
                 OF A TEMPORARY GLOBAL SECURITY OR TO  OBTAIN  INTEREST  PAYABLE  PRIOR  TO  THE  EXCHANGE  DATE
</TABLE>

                                        iv
<PAGE>
<TABLE>
<CAPTION>
                               SEMCO ENERGY, INC.

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
               OF 1939 (THE "1939 ACT") AND INDENTURE, DATED AS OF
                                 APRIL 19, 2000


TRUST INDENTURE ACT SECTION            INDENTURE SECTION
<C>       <S>                          <C>
(S)       310(a)(1)                    607
          (a)(2)                       607
          (a)(3)                       Not Applicable
          (a)(4)                       Not Applicable
          (b)                          604,607,608
(S)       311(a)                       611
          311(b)(4)                    611
          (b)(6)                       611
(S)       312(a)                       704
          (b)                          701
          (c)                          701
(S)       313(a)                       702
          313(b)                       703
          313(c)                       702,703
          (d)                          703

(S)       314(a)                       703,1009
          (a)(4)                       1009
          (b)                          Not Applicable
          (c)(1)                       102
          (c)(2)                       102
          (c)(3)                       Not Applicable
          (d)                          Not Applicable
          (e)                          102
(S)       315(a)                       602
          (b)                          60601
          (c)                          602
          (d)                          602
          (d)(1)                       602
          (d)(2)                       602
          (d)(3)                       602
          (e)                          515,608
</TABLE>
                                        v
<PAGE>
<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION            INDENTURE SECTION
<C>       <S>                          <C>
(S)       310(a)(1)                    607
          316(a)(1)(A)                 512
          (a)(1)(B)                    513
          (a)(2)                       Not Applicable
          (b)                          508
(S)       317(a)(1)                    503
          (a)(2)                       504
          (b)                          1003
(S)       318(a)                       111
          (c)                          111

<FN>
NOTE:     This reconciliation and tie shall not, for any juries, be deemed to be
a  part  of  the  Indenture.

Attention  should  also  be  directed  to  Section 318(c) of the 1939 Act, which
provides  that  the  provisions of Sections 310 to and including 317 of the 1939
Act  are  a  part  of  and  govern  every  qualified  indenture,  whether or not
physically  contained  therein.
</TABLE>

                                        vi
<PAGE>
     INDENTURE,  dated  as  of  April  19,  2000,  between SEMCO ENERGY, INC., a
corporation  organized  under  the  laws  of  Michigan  (hereinafter  called the
"Company"),  having  its  principal  office  at  405  Water  Street, Port Huron,
Michigan  48060  and  BANK  ONE  TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking  association,  as  Trustee hereunder (hereinafter called the "Trustee"),
having  its  Corporate  Trust  Office  at 611 Woodward Avenue, Detroit, Michigan
48226.

     RECITALS  OF  THE  TRUST

     The  Company  deems  it necessary to issue from time to time for its lawful
purposes  subordinated  debentures  (hereinafter  called  the  "Securities")
evidencing  its unsecured and subordinated indebtedness, and has duly authorized
the  execution  and  delivery of this Indenture to provide for the issuance from
time  to  time  of  the  Securities,  unlimited  as to principal amount, to bear
interest  at  the  rates  or  formulas, to mature at such times and to have such
other  provisions  as  shall  be  fixed  as  hereinafter  provided.

     This  Indenture  is subject to the provisions of the Trust Indenture Act of
1939, as amended ("TIA"), that are deemed to be incorporated into this Indenture
and  shall,  to  the  extent  applicable,  be  governed  by  such  provisions.

     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 ("Holders"), it is mutually covenanted and agreed, for
the  equal  and  proportionate  benefit  of  all  Holders  of the Securities, 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 TIA, either
directly  or  by  reference therein, have the meanings assigned to them therein;

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

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

     Certain terms, used principally in Article Three, Article Five, Article Six
and Article Ten, are defined in those Articles. In addition, the following terms
shall  have  the  indicated  respective  meanings:

     "Acquired Debt" means Debt of a Person (i) existing at the time such Person
becomes  a  Subsidiary  or  (ii)  assumed  in connection with the acquisition of
assets  from  such  Person, in each case, other than Debt incurred in connection
with,  or  in  contemplation  of,  such  Person  becoming  a  Subsidiary or such
acquisition.  Acquired  Debt  shall  be deemed to be incurred on the date of the
related  acquisition  of  assets from any Person or the date the acquired Person
becomes  a  Subsidiary.

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

     "Additional  Interest" means (i) such additional amounts as may be required
so  that  the  net amounts received and retained by the Holder (if the Holder is
the  Securities  Trust) after paying taxes, duties, assessments, or governmental
charges  of whatever nature (other than withholding taxes) imposed by the United
States  or  any  other  taxing  authority  will not be less than the amounts the
Holder  would  have  received  had not such taxes, duties, assessments, or other
governmental  charges  been  imposed;  and (ii) such interest as shall accrue on
interest  due  and  not  paid  on an Interest Payment Date, accruing at the rate
specified  for  such  series  in  accordance  with  the  terms  hereof  from the
applicable  Interest  Payment Date to the date of payment, compounded quarterly,
on  each  Interest  Payment  Date,  to  the  extent permitted by applicable law.

<PAGE>
     "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.

     "Annual  Service  Charge"  as of any date means the maximum amount which is
payable  in  any period for interest on, and original issue discount of, Debt of
the  Company  and  its  Subsidiaries.

     "Attributable Debt" means, in respect of a Sale and Lease-Back Transaction,
as at the time of determination, the present value (discounted at the rate borne
by  the  applicable series of Securities) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such Sale
and  Lease-Back  Transaction (including any period for which such lease has been
extended).

     "Authenticating  Agent"  means  any  authenticating  agent appointed by the
Trustee  pursuant  to  Section  612.

     "Authorized  Newspaper"  means a newspaper, printed in the English language
or  in an official language of the country of publication, customarily published
on  each  Business  Day,  whether  or  not  published  on  Saturdays, Sundays or
holidays,  and of general circulation in each place in connection with which the
term  is  used  or  in  the  financial  community  of  each such place. Whenever
successive  publications  are  required to be made in Authorized Newspapers, the
successive  publications  may  be  made  in  the same or in different Authorized
Newspapers  in the same city meeting the foregoing requirements and in each case
on  any  Business  Day.

     "Bankruptcy  Law"  has  the  meaning  specified  in  Section  501.

     "Bearer  Security"  means  any Security established pursuant to Section 201
which  is  payable  to  bearer.

     "Board  of  Directors"  means  the  board  of Directors of the Company, the
executive  committee  or  any  committee  of  that  board duly authorized to act
hereunder.

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

     "Business Day", when used with respect to any Place of Payment or any other
particular  location  referred to in this Indenture or in the Securities, means,
unless  otherwise  specified  with respect to any Securities pursuant to Section
301,  any  day, other than a Saturday or Sunday, that is neither a legal holiday
nor  a  day on which banking institutions in that Place of Payment or particular
location  are  authorized  or  required by law, regulation or executive order to
close.

     "Capital  Stock"  means,  with  respect  to  any  Person, any capital stock
(including  preferred  stock),  shares,  interests,  participations  or  other
ownership  interests  (however  designated) of such Person and any rights (other
than  debt securities convertible or exchangeable for corporate stock), warrants
or  options  to  purchase  any  thereof.

     "CEDEL"  means  Central  de  Livraison  de Valeurs Mobilieres, S.A., or its
successor.

                                        2
<PAGE>
     "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 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  on  such  date.

     "Common  Shares" means, with respect to any Person, capital stock issued by
such  Person  other  than  Preferred  Shares.

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

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the President, any Vice President,
Secretary  or  Treasurer  of  the  Company,  and  delivered  to  the  Trustee.

     "Consolidated  Net  Tangible  Assets"  shall  mean  the total of all assets
(including  revaluations  thereof  as  a  result of commercial appraisals, price
level restatement or otherwise) appearing on a consolidated balance sheet of the
Company,  net  of  applicable  reserves  and deductions, but excluding goodwill,
trade  names,  trademarks, patents, unamortized debt discount and all other like
intangible  assets  (which  term  shall  not  be  construed  to  include  such
revaluations), less the aggregate of the consolidated current liabilities of the
Company  appearing  on  such  balance  sheet.

     "Corporate  Trust  Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which  office  at  the  date  hereof  is located at 611 Woodward Avenue, Detroit
Michigan  48226.

     "Corporation"  includes corporations, associations, partnerships, companies
and  business  trusts.

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

     "Custodian"  has  the  meaning  specified  in  Section  501.

     "Debt"  of  the Company or a Subsidiary means any indebtedness of the Trust
or  a Subsidiary, whether or not contingent, in respect of (without duplication)
(i) borrowed money evidenced by bonds, notes, debentures or similar instruments,
(ii)  indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
any  security  interest  existing  on  property  owned  by  the  Company  or any
Subsidiary,  (iii)  the  reimbursement  obligations, contingent or otherwise, in
connection  with  any  letters of credit actually issued or amounts representing
the  balance  deferred  and  unpaid  of  the  purchase  price of any property or
services,  except  any such balance that constitutes an accrued expense or trade
payable,  or  all  conditional  sale  obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the Company
or  any  Subsidiary with respect to redemption, repayment or other repurchase of
any  disqualified  stock  or  (v)  any  lease  of property by the Company or any
Subsidiary  as  lessee  which is reflected on the Company's consolidated balance
sheet  as a capitalized lease in accordance with GAAP to the extent, in the case
of  items  of  indebtedness  under  (i) through (iii) above, that any such items
(other  than  letters  of  credit)  would appear as a liability on the Company's
consolidated  balance  sheet  in accordance with GAAP, and also includes, to the
extent  not  otherwise included, any obligation by the Company or any Subsidiary
to  be liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes  of  collection  in  the  ordinary course of business), Debt of another
Person  (other  than  the  Company  or  any  Subsidiary).

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

     "Dollar"  or  "$"  means  a dollar or other equivalent unit in such coin or
currency  of  the  United States of America as at the time shall be legal tender
for  the  payment  of  public  and  private  debts.

     "DTC"  means  The  Depository  Trust  Company.

     "Encumbrance" means any mortgage, security interest, pledge, hypothecation,
assignment,  deposit  arrangement,  encumbrance,  lien  (statutory  or other) or
preference,  priority  or  other  security  agreement  except:

                                        3
<PAGE>
     (a)     liens  for  taxes  and  other  governmental  assessments, including
utility  charges and vault rentals, (i) which are not yet delinquent, (ii) which
are  not in an aggregate amount, as to the Company and its Subsidiaries, greater
than 10% of Total Assets or (iii) which are being contested in good faith by all
appropriate  proceedings,  provided  that adequate reserves with respect thereto
are  maintained on the books of the Company or its Subsidiaries, as the case may
be,  in  conformity  with  GAAP;

     (b)     carriers,  warehousemen's,  mechanic's, materialmen's, repairmen's,
brokers' or other like liens (i) which are not in an aggregate amount, as to the
Company  and  its  Subsidiaries, greater than 10% of Total Assets, (ii) which do
not  remain  unsatisfied  or  undischarged  for a period of more than 90 days or
(iii)  which  are  being contested in good faith by all appropriate proceedings;

     (c)  pledges  or  deposits  in  connection  with  workers  compensation,
unemployment  insurance  and  other  social  security  legislation  and deposits
securing  liability  to  insurance  carriers  under  insurance or self-insurance
arrangements;

     (d) deposits to secure the performance of bids, trade contracts (other than
for  borrowed  money),  leases,  statutory  obligations, surety and appeal bonds
performance  bonds  and  other  obligations  of  a  like  nature incurred in the
ordinary  course  of  business;  and

     (e)  easements,  rights of way, restrictions, development orders, plats and
other  similar  encumbrances.

     "Euroclear"  means  Morgan Guaranty Trust of New York,  Brussels Office, or
its  successor  as  operator  of  the  Euroclear  System.

     "Event  of  Default"  has  the  meaning  specified  in  Article  Five.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations  promulgated  thereunder  by  the  Commission.

     "GAAP"  means  generally  accepted accounting principles, as in effect from
time  to  time,  as  used  in  the  United States applied on a consistent basis.

     "Government  Obligations" means securities which 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
payment  of  which  is  unconditionally  guaranteed  as  a full faith and credit
obligation  by  the  United  States  of  America,  which,  are  not  callable or
redeemable  at  the  option  of  the  issuer  thereof,  and shall also include a
depository  receipt  issued  by a bank or trust as custodian with respect to any
such  Government Obligation or a specific payment of interest on or principal of
any  such  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 Government Obligation or the specific payment of interest on or
principal  of  the  Government  Obligation evidenced by such depository receipt.

     "Guarantee"  means a Guarantee Agreement, if any, executed and delivered by
the Company for the benefit of the holders from time to time of all or a portion
of  the  Trust  Securities  of  a  Securities  Trust.

     "Holder"  means,  in the case of a Registered Security, the Person in whose
name  a  Security  is  registered in the Security Register and, in the case of a
Bearer  Security,  the bearer thereof and, when used with respect to any coupon,
shall  mean  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 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any  one  or  more  series  of Securities for which such Person is Trustee, 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 the
particular  series of Securities for which such Person is Trustee established as
contemplated  by  Section  301,  exclusive,  however, of any provisions or terms
which  relate  solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of  any  provisions  or  terms  adopted  by  means  of  one  or  more indentures
supplemental  hereto  executed  and  delivered after such Person had become such
Trustee  but  to  which  such  Person,  as  such  Trustee,  was  not  a  party.

                                        4
<PAGE>
     "Interest",  when  used with respect to an Original Issue Discount Security
which  by  its  terms  bears  interest  only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for  the  payment of Additional Interest pursuant to Section 1010, includes such
Additional  Interest.

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

     "Lien"  means  any  mortgage,  lien,  pledge,  security  interest  or other
encumbrance;  provided,  however,  that  the  term  "Lien"  shall  not  mean any
easements,  rights-of-way,  restrictions  and  other  similar  encumbrances  and
encumbrances  consisting  of  zoning  restrictions, leases, subleases, licenses,
sublicenses,  restrictions  on  the use of property or defects in title thereto.

     "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,  notice  of redemption, notice of option to elect
repayment  or  otherwise.

     "Officer's  Certificate" means a certificate signed by an executive officer
of  the  Company,  and  delivered  to  the  Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for  the  Company  or who may be an employee of or other counsel for the Company
and  who  shall  be  reasonably  satisfactory  to  the  Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount  less  than  the  principal  amount  thereof to be due and payable upon a
declaration  of  acceleration  of  the Maturity thereof pursuant to Section 502.

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

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

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

          (iii)  Securities,  except to the extent provided in Sections 1402 and
1403  with  respect  to  which the Trust has effected defeasance and/or covenant
defeasance  as  provided  in  Article  Fourteen;  and

          (iv)  Securities  which  have  been paid pursuant to Section 306 or in
exchange  for  or  in lieu of which other Securities have been authenticated and
delivered  pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that  such  Securities  are  held  by  a bona fide purchaser in whose hands such
Securities  are  valid  obligations  of  the  Company;

provided,  however,  that  in  determining  whether the Holders of the requisite
principal  amount  of the Outstanding Securities have given any request, demand,
authorization,  direction, notice, consent or waiver hereunder or are present at
a  meeting  of  Holders  for  quorum purposes, and for the purpose of making the
calculations  required  by  TIA  Section  313,  (i)  the  principal amount of an
Original  Issue  Discount  Security  that  may  be  counted  in  making  such
determination or calculation and that shall be deemed to be Outstanding for such
purpose  shall  be  equal  to  the amount of principal thereof that would be (or
shall  have  been  declared  to  be)  due  and  payable,  at  the  time  of such
determination,  upon  a  declaration  of  acceleration  of  the maturity thereof
pursuant  to  Section  502  and  (ii) Securities owned by the Company or another
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 making such calculation or
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 an
Affiliate  of  the  Company  or  of  such  other  obligor.

                                        5
<PAGE>
     "Paying  Agent"  means  any  Person  authorized  by  the Company to pay the
principal  of  (and premium, if any) or interest on any Securities or coupons on
behalf  of  the  Company.

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

     "Place  of  Payment", when used with respect to the Securities of or within
any  series,  means  the place or places where the principal of (and premium, if
any) and interest on such Securities are payable as specified as contemplated by
Sections  301  and  1002.

     "Predecessor  Security"  of  any  particular  Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for  the  purposes of this definition, any security
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost  or  stolen  Security  or  a  Security  to  which a
mutilated,  destroyed,  lost  or  stolen  coupon  appertains  shall be deemed to
evidence  the  same debt as the mutilated, destroyed, lost or stolen Security or
the  Security  to  which  the  mutilated,  destroyed,  lost  or  stolen  coupon
appertains.

     "Preferred Shares" means, with respect to any Person, capital shares issued
by  such  Person  that  are  entitled to a preference or priority over any other
capital  shares  issued  by  such  Person upon any distribution of such Person's
assets,  whether  by  dividend  or  upon  liquidation.

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

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

     "Registered  Security"  shall  mean any Security which is registered in the
Security  Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on  the  Registered  Securities of or within any series means the date specified
for  that purpose as contemplated by Section 301, whether or not a Business Day.

     "Repayment Date" means, when used with respect to any Security to be repaid
at the option of the Holder, the date fixed for such repayment by or pursuant to
this  Indenture.

     "Repayment  Price"  means,  when  used  with  respect to any Security to be
repaid  at the option of the Holder, the price at which it is to be repaid by or
pursuant  to  this  Indenture.

     "Responsible  Officer",  when  used  with respect to the Trustee, means the
chairman  or  vice-chairman  of  the  board  of  directors,  the  chairman  or
vice-chairman  of  the  executive  committee  of  the  board  of  directors, the
president,  any  vice president (whether or not designated by a number or a word
or  words  added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any corporate trust
officer,  the  controller  or  any  other  officer  of  the  Trustee customarily
performing  functions  similar to those performed by any of the above designated
officers  and  also  means, with respect to a particular corporate trust matter,
any  other  officer  to  whom  such matter is referred because of such officer's
knowledge  and  familiarity  with  the  particular  subject.

                                        6
<PAGE>
     "Sale  and  Lease-Back  Transaction"  has  the meaning specified in Section
1012.

     "Securities  Act"  means  the  Securities  Act of 1933, as amended, and the
rules  and  regulations  promulgated  thereunder  by  the  Commission.

     "Securities Trust" means any statutory business trust formed by the Company
or an Affiliate to issue Trust Securities, the proceeds of which will be used to
purchase  Securities  of  one  or  more  series.

     "Security"  has  the  meaning stated in the first recital of this Indenture
and,  more  particularly,  means  any  Security  or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more  than  one Person acting as Trustee under this Indenture, "Securities" with
respect  to  the  Indenture  as  to  which such Person is Trustee shall have the
meaning  stated  in  the  first  recital  of  this  Indenture  and  shall  more
particularly  mean  Securities authenticated and delivered under this Indenture,
exclusive,  however,  of Securities of any series as to which such Person is not
Trustee.

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

     "Senior  Indebtedness"  means,  with respect to any Person, (i) any payment
due  in  respect of indebtedness of such Person, whether outstanding at the date
of  execution of this Indenture or thereafter incurred, created, or assumed, (a)
in  respect  of  money  borrowed (including any financial derivative, hedging or
futures  contract  or  similar  instrument)  and  (b)  evidenced  by securities,
debentures,  bonds,  notes  or  other  similar instruments issued by such Person
which,  by  their  terms,  are  senior  or  senior  subordinated debt securities
including, without limitation, all obligations under its indentures with various
trustees;  (ii)  all  capital lease obligations; (iii) all obligations issued or
assumed  as  the  deferred  purchase  price  of  property,  all conditional sale
obligations  and  all  obligations  of  such  Person  under  any title retention
agreement  (but  excluding trade accounts payable arising in the ordinary course
of  business  and  long-term purchase obligations); (iv) all obligations for the
reimbursement  of  any  letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to  in clauses (i) through (iv) above of other Persons the payment of which such
Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations  of  the  type referred to in clauses (i) through (v) above of other
Persons  secured by any lien on any property or asset of such Person (whether or
not  such  obligation  is  assumed  by  such  Person),  except  for (1) any such
indebtedness  that  is  by  its  terms  subordinated  to  or pari passu with the
Securities  and  (2)  any unsecured indebtedness between or among such Person or
its  Affiliates.  Such  Senior Indebtedness shall continue to be entitled to the
benefits  of  the  subordination  provisions  contained  in  Article  Thirteen
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.

     "Significant  Subsidiary"  means  any  Subsidiary  which  is a "significant
subsidiary"  (as  defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under  the  Securities  Act  of  1933)  of  the  Trust.

     "Special  Record  Date"  for  the  payment of any Defaulted Interest on the
Registered  Securities of or within any series means a date fixed by the Trustee
pursuant  to  Section  307.

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

     "Subsidiary" means a corporation a majority of the partnership interests or
a  majority  of  the  outstanding  voting  stock  of which is owned, directly or
indirectly,  by the Company or by one or more other Subsidiaries of the Company.
For  the  purposes  of this definition, "voting stock" means stock having voting
power  for the election of directors, whether at all times or only so long as no
senior  class  of  stock  has  such  voting  power by reason of any contingency.

                                        7
<PAGE>
     "Trust  Agreement", when used with respect to a Securities Trust, means the
agreement  or  instrument  that  governs  the  affairs of such Securities Trust.

     "Trust  Indenture  Act"  or "TIA" means the Trust Indenture Act of 1939, as
amended  and  as  in  force at the date as of which this Indenture was executed,
except  as  provided  in  Section  905.

     "Trust  Securities"  means  the  securities  issued  by  a Securities Trust
evidencing  the  entire  beneficial  interest  therein.

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

     "United  States"  means,  unless  otherwise  specified  with respect to any
Securities  pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas  subject  to  its  jurisdiction.

     "United  States  Person"  means, unless otherwise specified with respect to
any  Securities  pursuant  to  Section  301,  an  individual who is a citizen or
resident  of  the  United  States,  a  corporation,  partnership or other entity
created  or organized in or under the  laws of the United States or an estate or
trust  the  income of which is subject  to United States federal income taxation
regardless  of  its  source.

     "Yield  to  Maturity"  means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest  on such Security) and as set forth in such Security in accordance with
generally  accepted  United  States  bond  yield  computation  principles.

     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  Officer's
Certificate  stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of  Counsel  stating  that  in  the  opinion of such counsel all such conditions
precedent,  if any, have been complied with, except that in the case of any such
application  or  request  as  to  which  the  furnishing  of  such  documents is
specifically  required  by  any  provision  of  this  Indenture relating to such
particular  application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided  for  in  this  Indenture  (including  certificates delivered
pursuant  to  Section  1009)  shall  include:

          (1)  a  statement  that  each  individual  signing such certificate or
opinion  has read such condition or covenant 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 condition or covenant has been
complied  with;  and

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

     Section  103.  Form  of  Documents Delivered to Trustee . In any case where
several  matters  are  required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered  by  only  one  document, but one such Person may certify or give an
opinion  as  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.

                                        8
<PAGE>
     Any  certificate  or  opinion  of  an  officer of the Company may be based,
insofar  as  it  relates  to  legal  matters,  upon  an Opinion of Counsel, or a
certificate  or representations by counsel, unless such officer knows, or in the
exercise  of  reasonable  care  should  know,  that  the opinion, certificate or
representations  with  respect  to  the  matters  upon  which his certificate or
opinion  is  based  are erroneous. Any such Opinion of Counsel or certificate or
representations  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  as  to  such factual matters is in the
possession  of  the  Company,  unless such counsel knows that the certificate or
opinion  or  representations  as  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
the  Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of substantially
similar  tenor  signed  by such Holders in person or by agents duly appointed in
writing.  If  Securities  of  a  series  are  issuable as Bearer Securities, 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 such series may, alternatively, be embodied in and evidenced by the record of
Holders  of  Securities of such series 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
Fifteen,  or a combination of such instruments and such record. Except as herein
otherwise  expressly  provided,  such  action  shall  become effective when such
instrument  or  instruments  or record or both are delivered to the Trustee and,
where  it  is  hereby  expressly  required,  to  the Company. Such instrument or
instruments  and  any such record (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 such an instrument or of a writing appointing any such agent, or of
the  holding by any Person of a Security, shall be sufficient for any purpose of
this  Indenture.  The  record  of  any meeting of Holders of Securities shall be
proved  in  the  manner  provided  in  Section  1506.

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

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

     (d)  The  ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company,  bank,  banker  or  other  depositary,  wherever  situated,  if  such
certificate  shall  be deemed by the Trustee to be satisfactory, showing that at
the  date  therein mentioned such Person had on deposit with such depositary, 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 be
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, or (2)
such  Bearer  Security  is produced to the Trustee by some other Person, or such
Bearer  Security  is  surrendered  in exchange for a Registered Security, or (3)
such  Bearer  Security  is  no  longer  Outstanding.  The  ownership  of  Bearer
Securities  may  also  be  proved  in  any  other manner which the Trustee deems
sufficient.

     (e)  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, in 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. Notwithstanding TIA Section
316(c),  such  record  date shall be the record date specified in or pursuant to
such  Board  Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. 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 eleven
months  after  the  record  date.

                                        9
<PAGE>
     In  the absence of any such record date fixed by the Company, regardless as
to  whether  a solicitation of the Holders is occurring on behalf of the Company
or  any Holder, the Trustee may, at its option, fix in advance a record date for
the  determination  of  such  Holders  entitled to receive such request, demand,
authorization,  direction, notice, consent, waiver or other Act, but the Trustee
shall have no obligation to do so. Any such record date shall be a date not more
than  30 days prior to the first solicitation of Holders generally in connection
therewith  no  later  than  the  date  of  such  solicitation.

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

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

     (1) the Trustee by a Holder or by the Company shall be sufficient for every
purpose  hereunder  if made, given, furnished or filed in writing to or with the
Trustee,  at  the  Corporate  Trust  Office;  Attention:  Corporate  Trust
Administration.

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

     Section  106. Notice to Holders; Waiver . Where this Indenture provides for
notice  of  any  event to Holders of Registered Securities by the Company or the
Trustee,  such  notice  shall  be  sufficiently  given  (unless otherwise herein
expressly  provided)  if  in  writing and mailed first-class postage prepaid, to
each  such  Holder  affected  by such event, at his address as it appears in the
Security  Register,  not  later  than  the latest date, and not earlier than the
earliest  date,  prescribed  for  the  giving  of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the failure
to  mail  such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of  Registered  Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the manner
herein  prescribed  shall  be  conclusively deemed to have been received by such
Holder,  whether  or  not  such  Holder  actually  receives  such  notice.

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

     Except  as  otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for  notice  to  Holders of Bearer Securities of any event, such notice shall be
sufficiently  given if published in an Authorized Newspaper in New York City and
in  such  other  city  or  cities  as  may  be specified in such Securities on a
Business  Day,  such  publication  to be not later than the latest date, and not
earlier  than  the  earliest date, prescribed for the giving of such notice. Any
such  notice  shall be deemed to have been given on the date of such publication
or,  if  published  more  than  once, on the date of the first such publication.

                                        10
<PAGE>
     If  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.  Neither  the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any  defect  in  any  notice  so published, shall affect the sufficiency of such
notice  with respect to other Holders of Bearer Securities or the sufficiency of
any  notice  to  Holders  of  Registered  Securities  given  as provided herein.

     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.

     Where  this Indenture provides for notice in any manner, such notice may be
waived  in  writing by the Person entitled to receive such notice, either before
or  after  the  event,  and  such waiver shall be the equivalent of such notice.
Waivers  of  notice  by Holders shall be filed with the Trustee, but such filing
shall  not  be  a  condition  precedent  to  the validity of any action taken in
reliance  upon  such  waiver.

     SECTION  107.  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  108.  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  109.  Separability Clause. In case any provision in this Indenture
or  in  any  Security  or coupon 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  110.  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, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable  right,  remedy  or  claim  under  this  Indenture.

     Section  111. Governing Law. This Indenture and the  Securities and coupons
shall  be  governed  by and construed in accordance with the law of the State of
New  York.  This  Indenture  is  subject  to  the provisions of the TIA that are
required  to  be  part of this Indenture and shall, to the extent applicable, be
governed  by  such  provisions.

     Section  112.  Legal Holidays. In any case where any Interest Payment Date,
Redemption  Date,  Repayment Date, sinking fund payment date, Stated Maturity or
Maturity  of  any  Security shall not be a Business Day at any Place of Payment,
then  (notwithstanding  any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which specifically
states  that  such provision shall apply in lieu hereof), payment of interest or
any  Additional  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, Repayment Date or sinking fund
payment  date,  or at the Stated Maturity or Maturity, provided that no interest
shall  accrue  on  the  amount  so  payable  for  the period from and after such
Interest  Payment  Date,  Redemption  Date, Repayment Date, sinking fund payment
date,  Stated  Maturity  or  Maturity,  as  the  case  may  be.

     Section  113.  No  Recourse  Against  Others.  An incorporator or any past,
present  or  future  director, officer, employee or stockholder, as such, of the
Company  shall  not  have any liability for any obligations of the Company under
the  Securities or this Indenture or for any claim based on, in respect of or by
reason  of  such  obligations  or  their creation. By accepting a Security, each
Holder shall waive and release all such liability. Such waiver and release shall
be  part  of  the  consideration  for  the  issue  of  the  Securities.

                                        11
<PAGE>
                                   ARTICLE TWO

                                SECURITIES FORMS

     Section  201.  Forms  of  Securities. The Registered Securities, if any, of
each  series  and  the  Bearer  Securities,  if  any, of each series and related
coupons  shall  be  in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to  a  Board  Resolution  in  accordance  with  Section  301,  shall  have  such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required  or  permitted  by this Indenture or any indenture supplemental hereto,
and  may  have  such  letters,  numbers  or  other  marks  of  identification or
designation  and  such legends or endorsements placed thereon as the Company may
deem  appropriate  and  as  are  not  inconsistent  with  the provisions of this
Indenture,  or  as  may  be  required to comply with any law or with any rule or
regulation  made  pursuant  thereto  or with any rule or regulation of any stock
exchange  on  which  the  Securities  may  be  listed,  or  to conform to usage.

     Unless  otherwise  specified  as  contemplated  by  Section  301,  Bearer
Securities  shall  have  interest  coupons  attached.

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

     Section  202.  Form  of Trustee's Certificate of Authentication. Subject to
Section  612,  the  Trustee's  certificate  of  authentication  shall  be  in
substantially  the  following  form:

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

     Bank  One  Trust  Company,  National  Association
     as  Trustee

     By  ---------------------------------------
          Authorized  Signatory


                                        12
<PAGE>

     Section 203. Securities Issuable in Global Form. If Securities of or within
a  series  are  issuable in global form, as specified as contemplated by Section
301,  then,  notwithstanding  clause  (8)  of  Section 301 and the provisions of
Section  302,  any  such  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 of such series
from  time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or  decreased 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 to be delivered to the Trustee pursuant to Section 303
or  304.  Subject  to  the provisions of Section 303 and, if applicable, Section
304,  the  Trustee  shall deliver and redeliver any security in permanent global
form  in  the  manner  and  upon  instructions  given  by  the Person or Persons
specified  therein  or  in  the  applicable  Company  Order.  If a Company Order
pursuant  to  Section  303 or 304 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.

     The  provisions  of  the  last  sentence  of Section 303 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
Section  303.

     Notwithstanding  the  provisions of Section 307, unless otherwise specified
as  contemplated  by  Section  301,  payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons  specified  therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding  paragraph,  the Company, the Trustee and any agent of the Company and
the  Trustee  shall  treat as the Holder of such principal amount of Outstanding
Securities  represented  by  a  permanent  global  Security (i) in the case of a
permanent  global  Security  in  registered  form,  the Holder of such permanent
global  Security  in  registered form, or (ii) in the case of a permanent global
Security  in  bearer  form,  Euroclear  or  CEDEL.

                                  ARTICLE THREE

                                 THE SECURITIES

     Section  301. Amount Unlimited; Issuable in Series. The aggregate principal
amount  of  Securities  which  may  be  authenticated  and  delivered under this
Indenture  is  unlimited.

     The  Securities  may  be  issued  in  one  or  more  series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one  or  more  Board  Resolutions  and,  subject  to  Section 303, set forth, or
determined  in  the manner provided, in an Officer's Certificate, or established
in  one  or  more  indentures  supplemental  hereto,  prior  to  the issuance of
Securities  of  any  series, any or all of the following, as applicable (each of
which  (except for the matters set forth in clauses (1), (2) and (13) below), if
so  provided, may be determined from time to time by the Company with respect to
unissued  Securities  of  the  series  when  issued  from  time  to  time):

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

          (2) any limit upon the aggregate principal amount of the Securities of
the  series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of, transfer of, or
in  exchange  for,  or  in  lieu  of, other Securities of the series pursuant to
Section  304,  305,  306,  906,  1107  or  1305);

                                        13
<PAGE>
          (3)  the date or dates, or the method by which such date or dates will
be  determined,  on which the principal of the Securities of the series shall be
payable;

          (4) the rate or rates at which the Securities of the series shall bear
interest  if any, or the method by which such rate or rates shall be determined,
the  date  or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which such
interest  will  be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on an Interest Payment Date, or the method by
which  such date shall be determined, and the basis upon which interest shall be
calculated  if  other  than  that  of  a  360-day  year of twelve 30-day months;

          (5)  the  place  or  places,  if any, other than or in addition to the
Borough  of  Manhattan,  New  York City, where the principal of (and premium, if
any),  interest, if any, on, and Additional Interest, if any, payable in respect
of,  Securities of the series shall be payable, any Registered Securities of the
series  may be surrendered for registration of, transfer or exchange and notices
or demands to or upon the Company in respect of the Securities of the series and
this  Indenture  may  be  served;

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

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

          (8)  if  other  than  denominations of $1,000 and an integral multiple
thereof,  the  denominations  in  which  any Registered Securities of the series
shall  be  issuable and, other than the denomination of $5,000, the denomination
or denominations in which any Bearer Securities of the series shall be issuable;

          (9) if other than the Trustee, the identity of each Security Registrar
and/or  Paying  Agent;

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

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

          (12)  provisions,  if  any,  granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

          (13)  any deletions from, modifications of or  additions to the Events
of  Default  or covenants of the Trust with respect to Securities of the series,
whether  or  not  such  Events  of  Default or covenants are consistent with the
Events  of  Default  or  covenants  set  forth  herein;

          (14) whether Securities of the series are to be issuable as Registered
Securities,  Bearer  Securities  (with  or  without  coupons)  or  both,  any
restrictions  applicable to the offer, sale or delivery of Bearer Securities and
the  terms  upon  which  Bearer  Securities  of  the series may be exchanged for
Registered  Securities  of the series and vice versa (if permitted by applicable
laws  and  regulations), 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  permanent  global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent 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 any such
exchanges  may  occur, if other than in the manner provided in Section 305, and,
if  Registered Securities of the series are to be issuable as a global Security,
the  identity  of  the  depositary  for  such  series;

                                        14
<PAGE>
          (15) the date as of which any Bearer Securities of  the series and any
temporary  global  Security  representing  Outstanding  Securities of the series
shall be dated if other than the date of original issuance of the first Security
of  the  series  to  be  issued;

          (16)  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  on  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  304;

          (17)  the  applicability,  if any, of Sections 1402 and/or 1403 to the
Securities  of  the series and any provisions in modification of, in addition to
or  in  lieu  of  any  of  the  provisions  of  Article  Fourteen;

          (18) if the Securities of such series are to be issuable in definitive
form  (whether  upon  original issue or upon exchange of a temporary Security of
such  series)  only  upon  receipt of certain certificates or other documents or
satisfaction  of  other  conditions,  then  the  form  and/or  terms  of  such
certificates,  documents  or  conditions;

          (19)  whether  and  under  what  circumstances  the  Company  will pay
Additional  Interest  as  contemplated  by Section 1010 on the Securities of the
series  to  any  Holder  who  is  not  a  United  States  person  (including any
modification  to  the definition of such term) in respect of any tax, assessment
or  governmental  charge and, if so, whether the Company will have the option to
redeem  such  Securities rather than pay such Additional Interest (and the terms
of  any  such  option);  and

          (20)  any  other  terms  of  the  series  (which  terms  shall  not be
inconsistent  with  the  provisions  of  this  Indenture).

     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 such Board Resolution (subject to Section 303) and
set  forth  in  such Officer's Certificate or in any such indenture supplemental
hereto.  All  Securities  of  any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the  Holders,  for  issuances  of  additional  Securities  of  such  series.

     If  any  of  the  terms  of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record  of  such  action(s)  shall be certified by the Secretary or an Assistant
Secretary  of  the  Company  and  delivered  to  the  Trustee at or prior to the
delivery  of the Officer's Certificate setting forth the terms of the Securities
of  such  series.

     Section 302. Denominations. The Securities of each series shall be issuable
in  such  denominations as shall be specified as contemplated by Section 301. In
the absence of any such provisions with respect to the Securities of any series,
the  Registered  Securities  of  such  series,  other than Registered Securities
issued  in  global form (which may be of any denomination), shall be issuable in
denominations  of  $1,000  and  any  integral  multiple  thereof  and the Bearer
Securities  of  such  series, other than Bearer Securities issued in global form
(which  may  be  of  any  denomination),  shall be issuable in a denomination of
$5,000.

     Section 303. Execution, Authentication, Delivery and Dating. The Securities
and  any coupons appertaining thereto shall be executed on behalf of the Company
by  an  executive officer of the Company and attested by its Secretary or one of
its  Assistant  Secretaries.  The  signature  of any of these individuals on the
Securities  and  coupons may be Manual or facsimile signatures of the present or
any  future such authorized officer and may be imprinted or otherwise reproduced
on  the  Securities.

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

                                        15
<PAGE>
     At  any time and from time to time after the execution and delivery of this
Indenture,  the  Company may deliver Securities of any series, together with any
coupon  appertaining  thereto,  executed  by  the  Company  to  the  Trustee for
authentication,  together  with  a  Company  Order  for  the  authentication and
delivery  of  such  Securities,  and  the Trustee in accordance with the Company
Order  shall  authenticate and deliver such Securities; provided, however, that,
in  connection with its original issuance, no Bearer Security shall be mailed or
otherwise  delivered  to any location in the United States; and provided further
that,  unless  otherwise  specified  with  respect  to  any series of Securities
pursuant  to  Section 301, a Bearer Security may be delivered in connection with
its  original  issuance  only  if  the  Person  entitled  to receive such Bearer
Security  shall  have furnished a certificate to Euroclear or Cedel, as the case
may  be,  in  the  form set forth in Exhibit A-1 to this Indenture or such other
certificate  as  may  be  specified  with  respect  to  any series of Securities
pursuant  to  Section 301, 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 permanent global Bearer Security, then, for
purposes  of  this Section and Section 304, 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  permanent global Security. Except as permitted by Section 306, the Trustee
shall  not  authenticate  and deliver any Bearer Security unless all appurtenant
coupons  for  interest  then  matured  have  been  detached  and  canceled.

     If all the Securities of any series are not to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall so
permit,  such  Company  Order may set forth procedures acceptable to the Trustee
for  the  issuance  of  such  Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of  issuance  and  date from which interest shall accrue. In authenticating such
Securities,  and  accepting the additional responsibilities under this Indenture
in  relation  to  such Securities, the Trustee shall be entitled to receive, and
(subject  to  TIA  Section  315(a)  through  315(d)) shall be fully protected in
relying  upon,

          (i)  an  Opinion  of  Counsel  stating  that

               (a)  the  form  or  forms of such Securities and any coupons have
been  established  in  conformity  with  the  provisions  of  this  Indenture;

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

               (c)  such  Securities,  together  with  any  coupons appertaining
thereto,  when completed by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture and
issued  by  the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute legal, valid and binding obligations of
the  Company,  enforceable in accordance with their terms, subject to applicable
bankruptcy,  insolvency,  reorganization  and  other  similar  laws  of  general
applicability  relating  to  or  affecting  the enforcement of creditors' rights
generally  and  to  general  equitable  principles;  and

          (ii)  an  Officer's  Certificate stating that all conditions precedent
provided  for  in this Indenture relating to the issuance of the Securities have
been complied with and that, to the best of the knowledge of the signers of such
certificate,  no  Event  of  Default with respect to any of the Securities shall
have  occurred  and  be  continuing.

If  such  form  or  terms  have  been  so  established, the Trustee shall not be
required  to  authenticate  such  Securities  if  the  issue  of such Securities
pursuant  to  this  Indenture  will  affect  the  Trustee's  own rights, duties,
obligations  or  immunities under the Securities and this Indenture or otherwise
in  a  manner  which  is  not  reasonably  acceptable  to  the  Trustee.

     Notwithstanding  the  provisions  of  Section  301  and  of  the  preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officer's Certificate otherwise required
pursuant  to  Section  301  or  a  Company Order, or an Opinion of Counsel or an
Officer's  Certificate otherwise required pursuant to the preceding paragraph at
the  time  of  issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall  be  delivered  at or before the time of issuance of the first Security of
such  series.

                                        16
<PAGE>
     Each  Registered Security shall be dated the date of its authentication and
each  Bearer Security shall be dated as of the date specified as contemplated by
Section  301.

     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
or  Security  to  which  such  coupon appertains a certificate of authentication
substantially  in  the  form provided for herein duly executed by the Trustee by
manual  signature  of  an  authorized  signatory  and  such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has  been  duly  authenticated  and  delivered  hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company,  and  the  Company  shall  deliver  such  Security  to  the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need  not  comply  with Section 102 and need not be accompanied by an Opinion of
Counsel)  stating  that  such  Security  has  never  been issued and sold by the
Company,  for all purposes of this Indenture such Security shall be deemed never
to  have  been authenticated and delivered hereunder and shall never be entitled
to  the  benefits  of  this  Indenture.

     Section  304.  Temporary  Securities.

     (a)  Pending  the  preparation  of definitive Securities of any series, the
Company  may  execute, and upon Company Order the Trustee shall authenticate and
deliver,  temporary  Securities  which  are  printed, lithographed, typewritten,
mimeographed  or  otherwise  produced,  in  any  authorized  denomination,
substantially  of  the  tenor of the definitive Securities in lieu of which they
are  issued,  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 conclusively evidenced by their execution of such
Securities.  In  the case of Securities of any series, such temporary Securities
may  be  in  global  form.

     Except  in  the case of temporary Securities in global form (which shall be
exchanged  in  accordance  with  Section  304(b)  or as otherwise provided in or
pursuant  to  a  Board  Resolution),  if  temporary Securities of any series are
issued,  the  Company  will  cause  definitive  Securities  of that series to be
prepared  without  unreasonable  delay.  After  the  preparation  of  definitive
Securities  of  such  series,  the  temporary Securities of such series shall be
exchangeable  for  definitive  Securities  of  such series upon surrender of the
temporary  Securities of such series at the office or agency of the Company in a
Place  of  Payment for that series, without charge to the Holder. Upon surrender
for  cancellation  of  any  one  or  more  temporary  Securities  of  any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute  and  the  Trustee shall authenticate and deliver in exchange therefor a
like  principal amount of definitive Securities of the same series of authorized
denominations;  provided,  however,  that no definitive Bearer Security shall be
delivered  in exchange for a temporary Registered Security; and provided further
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 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be  entitled  to the same benefits under this Indenture as definitive Securities
of  such  series.

     (b)  Unless  otherwise  provided in or pursuant to a Board Resolution, this
Section  304(b)  shall  govern  the  exchange  of temporary Securities issued in
global  form  other than through the facilities of The Depository Trust Company.
If  any  such  temporary  Security is issued in global form, then such temporary
global  Security  shall,  unless otherwise provided therein, be delivered to the
London  office  of  a depositary or common depositary (the "Common Depositary"),
for the benefit of Euroclear and CEDEL, for credit to the respective accounts of
the  beneficial owners of 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  (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 deliver, 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, permanent
global  bearer  form  or  permanent  global  registered form, or any combination
thereof,  as  specified  as  and  contemplated  by  Section  301,  and,  if  any
combination  thereof  is  so  specified,  as  requested  by the beneficial owner
thereof;  provided,  however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is to be accompanied by a certificate dated the Exchange Date or
a  subsequent  date  and signed by Euroclear 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 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 A-2 to this Indenture or in
such  other  form  as  may  be established pursuant to Section 301; and provided
further  that  definitive Bearer Securities shall be delivered in exchange for a
portion  of a temporary global Security only in compliance with the requirements
of  Section  303.

                                        17
<PAGE>
     Unless  otherwise specified in such temporary global Security, the interest
of  a  beneficial owner of Securities of a series in a temporary global Security
shall  be  exchanged  for  definitive  Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
CEDEL,  as  the case may be, to request such exchange on his behalf and delivers
to  Euroclear  or CEDEL, as the case may be, a certificate in the form set forth
in  Exhibit  A-1  to this Indenture (or in such other form as may be established
pursuant  to  Section  301), dated no earlier than 15 days prior to the Exchange
Date,  copies  of  which  certificate  shall  be  available  from the offices of
Euroclear  and  CEDEL,  the Trustee, any Authenticating Agent appointed for such
series  of  Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, 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 unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form 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 hereinabove provided, 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 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable  Exchange  Date  shall  be  payable  to  Euroclear  and CEDEL on such
Interest  Payment  Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate  or  certificates  in  the  form  set  forth  in Exhibit A-2 to this
Indenture  (or  in  such  other  forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to  the  respective  accounts  of  Persons who are the beneficial owners of such
temporary  global  Security  on  such  Interest  Payment  Date and who have each
delivered  to  Euroclear  or  CEDEL,  as the case may be, a certificate dated no
earlier  than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other  forms  as  may  be  established pursuant to Section 301). Notwithstanding
anything  to  the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs  of  this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the  temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on  the Exchange Date or the date of certification if such date occurs after the
Exchange  Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with  respect  to  a  beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been  exchanged  for  an  interest  in  a  definitive  Security. Any interest so
received  by  Euroclear  and  CEDEL  and  not  paid  as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment  Date  in  order  to  be  repaid  to  the  Company.

     Section  305.  Registration,  Registration  of  Transfer  and Exchange. The
Company  shall  cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series  of  Securities  (the  registers maintained in such office or in any such
office  or  agency  of  the Company in a Place of Payment being herein sometimes
referred  to  collectively as the "Security Register") in which, subject to such
reasonable  regulations  as  it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The  Security  Register  shall  be  in written form or any other form capable of
being  converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby appointed "Security Registrar" for the purpose
of  registering  Registered securities and transfers of Registered Securities on
such  Security  Register as herein provided. In the event that the Trustee shall
cease  to be Security Registrar, it shall have the right to examine the Security
Register  at  all  reasonable  times.

                                        18
<PAGE>
     Subject  to  the  provisions  of  this  Section  305,  upon  surrender  for
registration  of transfer of any Registered Security of any series at any office
or  agency  of  the  Company  in a Place of Payment for that series, the Company
shall  execute,  and  the Trustee shall authenticate and deliver, in the name of
the  designated transferee or transferees, one or more new Registered Securities
of  the  same  series,  of  any authorized denominations and of a like aggregate
principal  amount,  bearing  a  number  not  contemporaneously  outstanding, and
containing  identical  terms  and  provisions.

     Subject to the provisions of this Section 305, 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 denomination or denominations
and  of  a  like  aggregate  principal  amount,  containing  identical terms and
provisions,  upon  surrender of the Registered Securities to be exchanged at any
such  office  or  agency.  Whenever  any  such  Registered  Securities  are  so
surrendered  for  exchange,  the  Company  shall  execute, and the Trustee shall
authenticate  and deliver, the Registered Securities which the Holder making the
exchange  is entitled to receive. Unless otherwise specified with respect to any
series  of  Securities as contemplated by Section 301, Bearer Securities may not
be  issued  in  exchange  for  Registered  Securities.

     If  (but only if) permitted by the applicable Board Resolution and (subject
to  Section  303)  set  forth in the applicable Officers' Certificate, or in any
indenture  supplemental hereto, delivered as contemplated by Section 301, at the
option  of  the  Holder,  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 thereto appertaining. If the Holder
of  a  Bearer Security is unable to produce any such unmatured coupon or coupons
or  matured  coupon  or  coupons  in default, any such permitted 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 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  1002,  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  a  permitted  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, 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.  Whenever  any  Securities  are  so
surrendered  for  exchange,  the  Company  shall  execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled  to  receive.

     Notwithstanding  the  foregoing,  except  as  otherwise  specified  as
contemplated by Section 301, any permanent global Security shall be exchangeable
only  as  provided in this paragraph. If the depositary for any permanent global
Security is The Depository Trust Company ("DTC"), then, unless the terms of such
global  Security  expressly permit such global Security to be exchanged in whole
or  in  part for definitive Securities, a global Security may be transferred, in
whole  but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC,
or  to  a  successor to DTC for such global Security selected or approved by the
Company  or  to  a nominee of such successor to DTC. If at any time DTC notifies
the  Company  that  it  is unwilling or unable to continue as depositary for the
applicable  global  Security  or Securities or if at any time DTC ceases to be a
clearing  agency  registered  under  the  Securities  Exchange Act of 1934 if so
required  by applicable law or regulation, the Company shall appoint a successor
depositary  with  respect  to  such  global  Security  or  Securities.  If (x) a
successor  depositary for such global Security or Securities is not appointed by
the  Company  within  90  days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority

                                        19
<PAGE>
in  principal  amount of the applicable series of Securities represented by such
global  Security or Securities advise DTC to cease acting as depositary for such
global  Security  or  Securities  or  (z)  the  Company, in its sole discretion,
determines  at  any time that all Outstanding Securities (but not less than all)
of  any  series  issued or issuable in the form of one or more global Securities
shall  no  longer be represented by such global Security or Securities, then the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities  of  like  series,  rank,  tenor  and  terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Security
or  Securities.  If  any  beneficial  owner of an interest in a permanent global
Security  is otherwise entitled to exchange such interest for Securities of such
series  and  of  like  tenor and principal amount of another authorized form and
denomination,  as specified as contemplated by Section 301 and provided that any
applicable  notice  provided  in  the  permanent global Security shall have been
given,  then  without  unnecessary  delay  but  in  any event not later than the
earliest  date  on  which  such  interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate  principal  amount  equal  to  the principal amount of such beneficial
owner's  interest  in  such  permanent global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall  be  surrendered  for exchange by DTC or such other depositary as shall be
specified  in  the  Company  Order  with  respect thereto to the Trustee, as the
Company's  agent for such purpose; provided, however, that no such exchanges may
occur  during  a  period beginning at the opening of business 15 days before any
selection  of  Securities  to  be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for  redemption;  and  provided  further  that  no  Bearer Security delivered in
exchange  for  a  portion  of  a  permanent  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 permanent global 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  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  permanent global 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.

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

     No  service  charge  shall  be  made  for  any  registration of transfer or
exchange  of Securities, but the Company may require payment of a sum sufficient
to  cover any tax or other governmental charge that may be imposed in connection
with  any  registration  of  transfer  or  exchange  of  Securities,  other than
exchanges  pursuant to Section 304, 906, 1107 or 1305 not involving an transfer.

     The  Company  or  the  Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among  those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103  and ending at the close of business on (A) if such Securities are issuable
only  as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of  the  first  publication  of  the  relevant  notice of redemption or, if such
Securities  are  also  issuable  as  Registered  Securities  and  there  is  no
publication,  the  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, in the case of any Registered Security
to  be  redeemed  in  part,  the portion thereof not to be redeemed, 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
like  tenor,  provided  that  such  Registered  Security shall be simultaneously
surrendered  for  redemption,  or  (iv)  to  issue,  register the transfer of or
exchange  any Security which has been surrendered for repayment at the option of
the  Holder,  except  the portion, if any, of such Security not to be so repaid.

                                        20
<PAGE>
     Section  306.  Mutilated,  Destroyed,  Lost  and Stolen  Securities. If any
mutilated  Security  or a Security with a mutilated coupon appertaining to it is
surrendered  to the Trustee or the Company, together with, in proper cases, such
security  or  indemnity as may be required by the Company or the Trustee to save
each  of them or any agent of either of them harmless, the Company shall execute
and  the  Trustee  shall  authenticate  and  deliver  in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions  and bearing a number not contemporaneously outstanding, with coupons
corresponding  to the coupons, if any, appertaining to the surrendered Security.

     If  there shall be delivered to the Company and to 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 upon its
request  the  Trustee  shall  authenticate  and  deliver,  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 (with all appurtenant coupons not
destroyed,  lost  or  stolen),  a  new Security of the same series and principal
amount,  containing  identical  terms  and  provisions  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.

     Notwithstanding  the provisions of the previous two paragraphs, 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,  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, pay such Security or
coupon;  provided,  however, that payment of principal of (and premium, if any),
and  interest  on and any Additional Interest with respect to, Bearer Securities
shall,  except  as  otherwise  provided  in  Section 1002, be payable only at an
office  or  agency  located  outside  the  United  States  and, unless otherwise
specified  as  contemplated  by  Section  301, any interest on Bearer Securities
shall  be  payable  only  upon  presentation  and  surrender  of  the  coupons
appertaining  thereto.

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

     Every  new Security of any series with its coupons, if any, issued pursuant
to  this  Section  in  lieu  of  any  destroyed,  lost or stolen Security, or in
exchange  for a Security to which a destroyed, lost or stolen coupon appertains,
shall  constitute  an original additional contractual obligation of the Company,
whether  or  not the destroyed, lost or stolen Security and its coupons, if any,
or  the  destroyed,  lost  or  stolen coupon shall be at any time enforceable by
anyone,  and shall be entitled to all the benefits of this Indenture equally and
proportionately  with  any  and  all  other  Securities of that series and their
coupons,  if  any,  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  307.  Payment  of  Interest;  Interest Rights Preserved. Except as
otherwise  specified  with  respect to a series of Securities in accordance with
the  provisions  of  Section  301,  interest  on any Registered Security that 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 office or agency of the Company maintained
for  such  purpose  pursuant  to  Section  1002;  provided,  however,  that each
installment  of  interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order  of the Person entitled thereto pursuant to Section 308, to the address of
such  Person  as  it  appears  on  the  Security Register or (ii) transfer to an
account  maintained  by  the  payee  located  inside  the  United  States.

     Unless  otherwise  provided  as contemplated by Section 301 with respect to
the  Securities of any series, payment of interest may be made, in the case of a
Bearer  Security  by  transfer to an account maintained by the payee with a bank
located  outside  the  United  States.

                                        21
<PAGE>
     Unless  otherwise  provided as contemplated by Section 301, every permanent
global  Security  will  provide  that  interest, if any, payable on any Interest
Payment  Date  will  be paid to DTC, Euroclear and/or CEDEL, as the case may be,
with  respect  to  that  portion  of such permanent global Security held for its
account  by  Cede  &  Co.  or the Common Depositary, as the case may be, for the
purpose  of  permitting  such  party  to  credit  the interest received by it in
respect  of  such  permanent  global  Security to the accounts of the beneficial
owners  thereof.

     In  case  a  Bearer Security of any series is surrendered in exchange for a
Registered  Security of such series after the close of business (at an office or
agency  in  a  Place  of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest  Payment  Date,  such  Bearer Security shall be surrendered without the
coupon  relating  to such Interest Payment Date and interest will not be payable
on  such  Interest  Payment Date 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.

     Except  as  otherwise  specified  with respect to a series of Securities in
accordance  with  the  provisions of Section 301, any interest on any Registered
Security  of  any  series  that  is  payable, but is not punctually paid or duly
provided  for,  on an Interest Payment Date (herein called "Defaulted Interest")
shall  forthwith  cease  to  be  payable to the registered Holder thereof 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 Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time  the  Company  shall deposit with the Trustee dollars in an amount equal to
the  aggregate  amount proposed to be paid in respect to such Defaulted Interest
or  shall  make  arrangements satisfactory to the Trustee for such deposit on or
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 Registered
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. The Trustee may, in its
discretion,  in  the  name  and  at  the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper in each place of
payment,  but  such  publications  shall  not  be  a  condition precedent to the
establishment  of  such  Special  Record Date. Notice of the proposed payment of
such  Defaulted Interest and the Special Record Date therefor having been mailed
as  aforesaid,  such  Defaulted  Interest  shall be paid 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 such Special Record Date
and  shall  no longer be payable pursuant to the following clause (2). In case a
Bearer  Security of any series is surrendered at the office or agency in a Place
of  Payment for such series in exchange for a Registered Security of such series
after  the close of business at such office or agency on 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 proposed date of payment and
Defaulted  Interest  will  not  be  payable  on such proposed date of payment 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.

     (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.

                                        22
<PAGE>
     Subject  to  the foregoing provisions of this Section and Section 305, each
Security  delivered  under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued  and  unpaid,  and to accrue, which were carried by such other Security.

     Section  308.  Persons  Deemed  Owners.  Prior  to  due  presentment  of  a
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 Security for the purpose
of  receiving  payment  of  principal  of (and premium, if any), and (subject to
Sections  305  and  307) interest on, such Registered Security and for all other
purposes  whatsoever,  whether  or  not such Registered Security be overdue, and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall  be  affected  by  notice  to  the  contrary.

     Title  to  any  Bearer  Security and any coupons appertaining thereto 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 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.
     None  of  the  Company,  the  Trustee,  any  Paying  Agent  or the Security
Registrar  will  have  any  responsibility  or  liability  for any aspect of the
records  relating  to  or  payments  made  on  account  of  beneficial ownership
interests  of  a  Security  in  global  form  or for maintaining, supervising or
reviewing  any  records  relating  to  such  beneficial  ownership  interests.

     Notwithstanding the foregoing, with respect to any 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  any  depositary, as a Holder, with respect to such
global  Security  or impair, as between such depositary and owners of beneficial
interests  in  such  global  Security,  the  operation  of  customary  practices
governing  the  exercise  of  the  rights of such depositary (or its nominee) as
Holder  of  such  global  Security.

     Section  309.  Cancellation.  All  Securities  and coupons  surrendered for
payment,  redemption,  repayment  at  the  option of the Holder, registration of
transfer  or  exchange  or for credit against any sinking fund payment shall, if
surrendered  to  any Person other than the Trustee, be delivered to the Trustee,
and  any  such  Securities  and  coupons  and Securities and coupons surrendered
directly  to  the Trustee for any such purpose shall be promptly canceled by it;
provided,  however,  where the Place of Payment is located outside of the United
States,  the  Paying  Agent  at  such Place of Payment may cancel the Securities
surrendered  to  it  for such purposes prior to delivering the Securities to the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Securities  previously  authenticated  and delivered hereunder which the Company
may  have  acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously  authenticated  hereunder  which the Company has not issued and sold,
and  all  Securities  so delivered shall be promptly canceled by the Trustee. If
the  Company  shall  so acquire any of the Securities, however, such acquisition
shall  not  operate  as  a  redemption  or  satisfaction  of  the  indebtedness
represented  by such Securities unless and until the same are surrendered to the
Trustee  for cancellation. 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. Canceled Securities and coupons held by
the  Trustee  shall  be destroyed by the Trustee and the Trustee shall deliver a
certificate  of  such  destruction to the Company, unless by a Company Order the
Company  directs  their  return  to  it.

     Section  310.  Computation  of  Interest.  Except as otherwise specified as
contemplated  by  Section 301 with respect to Securities of any series, interest
on  the  Securities  of  each series shall be computed on the basis of a 360-day
year  consisting  of  twelve  30-day  months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     Section  401. Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities  specified in such Company Request (except as to any surviving rights
of  registration  of  transfer  or  exchange of Securities of such series herein
expressly provided for and any right to receive Additional Interest, as provided
in  Section  1010), and the Trustee, upon receipt of a Company Order, and at the
expense  of  the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction  and  discharge  of  this  Indenture  as  to  such  series  when

                                        23
<PAGE>
     (1)  either

          (A)  all  Securities  of  such  series  theretofore  authenticated and
delivered  and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining  to  Bearer  Securities  surrendered  for  exchange  for Registered
Securities  and maturing after such exchange, whose surrender is not required or
has  been waived as provided in Section 305, (ii) Securities and coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 306, (iii) coupons appertaining to Securities called
for  redemption and maturing after the relevant Redemption Date, whose surrender
has  been waived as provided in Section 1106, and (iv) 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 1003) have been delivered
to  the  Trustee  for  cancellation;  or

          (B)  all  Securities  of  such  series and, in the case of (i) or (ii)
below, any coupons appertaining thereto not theretofore delivered to the Trustee
for  cancellation

               (i)  have  become  due  and  payable,  or

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

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

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

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

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

Notwithstanding  the  satisfaction  and  discharge  of  this  Indenture,  the
obligations  of  the  Company  to  the Trustee and any predecessor Trustee under
Section  606,  the  obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant  to subclause (B) of clause (1) of this Section, the obligations of the
Trustee  under Section 402 and the last paragraph of Section 1003 shall survive.

     Section  402.  Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section  401  shall  be  held in trust and applied by it, in accordance with the
provisions  of  the  Securities, the coupons 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 any interest and Additional Interest
for whose payment such money has been deposited with or received by the Trustee,
but  such  money  need  not  be segregated from other funds except to the extent
required  by  law.

                                  ARTICLE FIVE

                                    REMEDIES

                                        24
<PAGE>
     Section  501.  Events  of Default. "Event of Default", wherever used herein
with  respect  to  any  particular  series  of  Securities, means any one of the
following  events  (whatever the reason for such Event of Default and whether or
not  it  shall be voluntary or involuntary or be effected by operation of law or
pursuant  to  any  judgment,  decree or order of any court or any order, rule or
regulation  of  any  administrative  or  governmental  body):

          (1)  default  in the payment of any interest upon any Security of that
series when it becomes due and payable on an Interest Payment Date other than at
Maturity,  including  Additional  Interest  (as  defined  in  clause (ii) of the
definition  thereof)  in  respect thereof, and continuance of such default for a
period of thirty (30) days; provided, however, that (i) a valid extension of the
interest  payment  period by the Company pursuant to the terms of a supplemental
indenture authorizing the Security of that series shall not constitute a default
in  the  payment  of  interest  for  this  purpose;  or

          (2)  default  in  the  payment  of  Additional Interest (as defined in
clause  (i) of the definition thereof) and the continuance of such default for a
period  of  thirty  (30)  days;  or

          (3)  default  in the payment of the principal of, (or premium, if any)
or  interest  (including  Additional  Interest  as defined in clause (ii) of the
definition  thereof)  on  any  Security  of  that  series  at  its  Maturity; or

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

          (5) default in the performance, or breach, of any covenant or warranty
of  the  Company  in  this Indenture with respect to any Security of that series
(other  than  a  covenant  or  warranty  a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and continuance of
such  default  or  breach for a period of 60 days after there has been given, by
registered  or  certified  mail, to the Company by the Trustee or to the Company
and  the  Trustee  by  the  Holders  of  at least 25% in principal amount of the
Outstanding  Securities  of that series a written notice specifying such default
or  breach  and  requiring  it  to be remedied and stating that such notice is a
"Notice  of  Default"  hereunder;  or

          (6)  default  under  any  bond,  debenture,  note or other evidence of
indebtedness  for  money  borrowed  by  the Company (including obligations under
leases  required  to  be  capitalized  on  the balance sheet of the lessee under
generally  accepted accounting principles, but not including any indebtedness or
obligations for which recourse is limited to property purchased) in an aggregate
principal  amount  in  excess  of $5,000,000 or under any mortgage, indenture or
instrument  under  which there may be issued or by which there may be secured or
evidenced  any  indebtedness  for  money borrowed by the Company (including such
leases  but not including such indebtedness or obligations for which recourse is
limited  to  property  purchased)  in an aggregate principal amount in excess of
$5,000,000  by  the  Company,  whether  such  indebtedness  now  exists or shall
hereafter  be  created,  which  default shall have resulted in such indebtedness
becoming  or  being declared due and payable prior to the date on which it would
otherwise  have  become  due  and payable or such obligations being accelerated,
without  such  acceleration  having  been  rescinded  or  annulled;  or

          (7)  the  Company  or any Significant Subsidiary pursuant to or within
the  meaning  of  any  Bankruptcy  Law:

               (A)  commences  a  voluntary  case,

               (B) consents to the entry of an order for relief against it in an
involuntary  case,

               (C)  consents  to the appointment of a Custodian of it or for all
or  substantially  all  of  its  property,  or

               (D)  makes a general assignment for the benefit of its creditors;
or

          (8)  a court of competent jurisdiction enters an order or decree under
any  Bankruptcy  Law  that:

                                        25
<PAGE>
               (A)  is  for  relief  against  the  Company  or  any  Significant
Subsidiary  in  an  involuntary  case,

               (B)  appoints  a  Custodian  of  the  Company  or any Significant
Subsidiary  or  for  all  or  substantially  all  of  either of its property, or

               (C)  orders  the  liquidation  of  the Company or any Significant
Subsidiary,  and the order or decree remains unstayed and in effect for 90 days;
or

          (9)  the  voluntary  or  involuntary  dissolution,  winding  up  or
termination  of  the  Securities  Trust  except  in  connection  with:

               (A) the distribution of Securities to holders of Trust Securities
in  liquidation  of  the  Securities  Trust,

               (B)  the  redemption  of  all  outstanding  Trust  Securities, or

               (C)  certain  mergers  or  consolidations  permitted by the Trust
Agreement;  or

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

As used in this Section 501, the term "Bankruptcy Law" means title 11, U.S. Code
or  any  similar  Federal  or  State  law for the relief of debtors and the term
"Custodian"  means  any receiver, trustee, assignee, liquidator or other similar
official  under  any  Bankruptcy  Law.

     Section  502.  Acceleration  of  Maturity;  Rescission and Annulment. If an
Event  of  Default  with  respect  to  Securities  of  any  series  at that time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the  Holders  of  not  less  than  25%  in  principal  amount of the Outstanding
Securities  of  that series may declare the principal (or, if any Securities are
Original  Issue  Discount  Securities or Indexed Securities, such portion of the
principal  as  may  be  specified in the terms thereof) of all the Securities of
that series, and premium, if any, to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon
any  such  declaration  such principal or specified portion thereof shall become
immediately  due  and  payable.

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

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

               (A)  all  overdue  installments of interest on and any Additional
Interest payable in respect of all Outstanding Securities of that series and any
related  coupons,

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

               (C)  to  the  extent  that  payment  of  such interest is lawful,
interest  upon  overdue  installments of interest and any Additional Interest at
the  rate  or  rates  borne  by  or  provided  for  in  such  Securities,  and

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

                                        26
<PAGE>
          (2)  all  Events of Default with respect to Securities of that series,
other  than  the nonpayment of the principal of (or premium, if any) or interest
on Securities of that series which have become due solely by such declaration of
acceleration,  have  been  cured  or  waived  as  provided  in  Section  513.

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

     Section  503.  Collection  of  Indebtedness  and  Suits  for Enforcement by
Trustee.  The  Company  covenants  that  if:

          (1)  default  is made in the payment of any installment of interest or
Additional  Interest,  if  any,  on  any  Security of any series and any related
coupon  when such interest or Additional Amount becomes due and payable and such
default  continues  for  a  period  of  30  days,  or

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

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

     If  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, and may
prosecute  such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series 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
of  such  series,  wherever  situated.

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

     Section  504.  Trustee May File Proofs of Claim. In case of 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 of any series 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,  premium,  if  any,  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, or such lesser
amount  as  may  be  provided for in the Securities of such series, of principal
(and  premium,  if  any)  and interest and Additional 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;

                                        27
<PAGE>
and  any  custodian,  receiver,  assignee, trustee, liquidator, sequestrator (or
other  similar official) in any such judicial proceeding is hereby authorized by
each  Holder  of  Securities of such series and coupons 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 to
it  for the reasonable compensation, expenses, disbursements and advances of the
Trustee  and  any  predecessor  Trustee, their agents and counsel, and any other
amounts  due  the  Trustee  or  any  predecessor  Trustee  under  Section  606.

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

     Section  505.  Trustee May Enforce Claims Without Possession  of Securities
or  Coupons.  All rights of action and claims under this Indenture or any of the
Securities  or coupons may be prosecuted and enforced by the Trustee without the
possession  of any of the Securities or coupons 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  in  respect  of  which  such  judgment  has  been  recovered.

     Section  506.  Application  of  Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date  or  dates  fixed  by  the Trustee and, in case of the distribution of such
money  on  account  of  principal  (or  premium,  if  any)  or  interest and any
Additional Interest, upon presentation of the Securities or coupons, or both, as
the  case may be, 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  and any
predecessor  Trustee  under  Section  606;

          SECOND:  To  the  payment  of the amounts then due and unpaid upon the
Securities  and coupons for principal (and premium, if any) and interest and any
Additional  Interest  payable,  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 aggregate amounts due and payable on such Securities and
coupons  for  principal (and premium, if any), interest and Additional Interest,
respectively;  and

          THIRD:  To  the  payment  of  the  remainder,  if any, to the Company.

     Section  507. Limitation on Suits. No Holder of any Security  of any series
or any related coupon 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  a  other  remedy  hereunder,  unless:

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

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

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

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

          (5) no direction inconsistent with such written request has been given
to  the  Trustee  during  such  60-day  period  by  the Holders of a majority in
principal  amount  of  the  Outstanding  Securities  of  that  series;  it being
understood and intended that no one or more of such Holders shall have any right
in  any  manner  whatever by virtue of, or by availing of, any provision of this
Indenture  to  affect,  disturb  or  prejudice  the  rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of  such  Holders  or  to  enforce any right under this Indenture, except in the
manner  herein  provided  and  for  the  equal  and  ratable benefit of all such
Holders.

                                        28
<PAGE>
     Section  508. Unconditional Right of Holders to Receive Principal, Premium,
if any, Interest and Additional Interest. Notwithstanding any other provision in
this  Indenture,  (1)  the Holder of any Security or coupon shall have the right
which  is absolute and unconditional to receive payment of the principal of (and
premium,  if  any)  and  subject  to  Sections 305 and 307, interest on, and any
Additional Interest in respect of, such Security or payment of such coupon on or
after  the respective due dates expressed in such Security or coupon (or, in the
case  of  redemption,  on  the  Redemption  Date)  or  to institute suit for the
enforcement  of  any  such  payment  on or after such respective dates, and such
rights  shall not be impaired without the consent of such Holder and (2) so long
as  the  Securities  of  any series are held by a Securities Trust, a registered
holder  of  preferred securities issued by such Securities Trust may institute a
legal proceeding directly against the Company (or against the Guarantor pursuant
to the Guarantee), without first instituting a legal proceeding directly against
or  requesting or directing that action be taken by the Property Trustee of such
Securities  Trust  or  any  other  Person,  for  enforcement  of payment to such
registered  holder  of  principal  of  or  interest on Securities of such series
having  a  principal  amount equal to the aggregate stated liquidation amount of
such  preferred  securities  of such registered holder on or after the due dates
therefor  specified  or  provided  for  in  the  Securities  of  such  series.

     Section  509.  Restoration  of  Rights  and Remedies. If the Trustee or any
Holder  of  a  Security  or  coupon 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, the Company, the Trustee and the
Holders  of  Securities  and coupons shall, subject to any determination in such
proceeding,  be  restored  severally  and respectively to their former positions
hereunder  and thereafter all rights and remedies of the Trustee and the Holders
shall  continue  as  though  no  such  proceeding  had  been  instituted.

     Section  510.  Rights and Remedies Cumulative. Except as otherwise provided
with  respect  to  the  replacement  or payment of mutilated, destroyed, lost or
stolen  Securities  or coupons in the last paragraph of Section 306, no right or
remedy  herein  conferred  upon  or reserved to the Trustee or to the Holders of
Securities  or coupons 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  511.  Delay  or  Omission  Not Waiver. No delay or omission of the
Trustee  or  of  any  Holder  of any Security or coupon to exercise any right or
remedy  accruing upon any Event of Default shall impair any such right or remedy
or  constitute a waiver of any such Event of Default or an acquiescence therein.
Every  right and remedy given by this Article or by law to the Trustee or to the
Holders  may  be  exercised  from  time  to  time, and as often as may be deemed
expedient,  by  the  Trustee  or by the Holders of Securities or coupons, as the
case  may  be.

     Section  512.  Control  by  Holders of Securities. 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)  the  Trustee  need  not take any action which might involve it in
personal liability or be unduly prejudicial to the Holders of Securities of such
series  not  joining  therein.

                                        29
<PAGE>
     Section  513.  Waiver  of  Past  Defaults.  The  Holders of not less than a
majority  in principal amount of the Outstanding Securities of any series may on
behalf  of  the  Holders  of  all  the Securities of such series and any related
coupons  waive  any  past  default hereunder with respect to such series and its
consequences,  except  a  default

          (1)  in  the  payment  of  the  principal  of  (or premium, if any) or
interest  on  or  Additional Interest payable in respect of any Security of such
series  or  any  related  coupons,  or

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

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

     Section 514. Waiver of Usury, 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  usury, 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.

     Section  515.  Undertaking  for Costs. All parties to this Indenture agree,
and  each  Holder  of  any Security by his acceptance thereof shall be deemed to
have  agreed,  that any court may in its discretion require, in any suit for the
enforcement  of any right or remedy under this Indenture, or in any suit against
the  Trustee for any action taken or omitted by it as Trustee, the filing by any
party  litigant  in  such suit of any undertaking to pay the costs of such suit,
and  that  such  court  may in its discretion assess reasonable costs, including
reasonable  attorneys'  fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but  the  provisions  of  this  Section  shall  not apply to any suit
instituted  by  the  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,  or  to  any  suit  instituted  by  any  Holder for the
enforcement  or the payment of the principal of (or premium, if any) or interest
on  any  Security on or after the respective Stated Maturities expressed in such
Security  (or,  in  the  case  of  redemption, on or after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

     Section 601. 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  in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default shall
have  been  cured  or  waived;  provided, however, that, except in the case of a
default  in  the payment of the principal of (or premium, if any) or interest on
or  any  Additional  Interest with respect to any Security of such series, or in
the  payment  of  any sinking fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long  as  Responsible  Officers  of the Trustee in good faith determine that the
withholding  of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any default
or  breach  of  the  character  specified  in Section 501(4) with respect to the
Securities  and coupons of such series, no such notice to Holders shall be given
until  at  least  60  days after the occurrence thereof. For the purpose of this
Section,  the  term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to the Securities
of  such  series.

     Section  602.  Certain  Rights of Trustee. Subject to the provisions of TIA
Section  315(a)  through  315(d):

          (1)  the  Trustee  may  rely  and  shall  be  protected  in  acting or
refraining  from acting upon any resolution, certificate, statement, instrument,
opinion,  report,  notice,  request, direction, consent, order, bond, debenture,
note, coupon or other paper or document believed by it to be genuine and to have
been  signed  or  presented  by  the  proper  party  or  parties;

                                        30
<PAGE>
          (2)  any request or direction of the Company mentioned herein shall be
sufficiently  evidenced  by  a  Company  Request  or  Company  Order (other than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee  for  authentication and delivery pursuant to Section 303 which shall be
sufficiently  evidenced  as provided therein) and any resolution of the Board of
Directors  may  be  sufficiently  evidenced  by  a  Board  Resolution;

          (3) 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 Section 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;

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

          (5)  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 of Securities of any series or any related coupons pursuant
to  this  Indenture,  unless  such  Holders  shall  have  offered to the Trustee
adequate  security  or  indemnity satisfactory to the Trustee against the costs,
expenses  and  liabilities which might be incurred by it in compliance with such
request  or  direction;

          (6)  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 or other paper or document, but the Trustee, in its discretion, may
make  such further inquiry or investigation into such facts or matters as it may
see  fit,  and,  if  the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to make reasonable examination of the books,
records  and  premises  of  the  Company,  personally  or  by  agent or attorney
following  reasonable  notice  to  the  Company;

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

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

     The  Trustee  shall  not  be  required  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.

     Except  during  the  continuance  of  an  Event  of  Default,  the  Trustee
undertakes  to  perform  only  such duties as are specifically set forth in this
Indenture,  and  no  implied  covenants  or  obligations shall be read into this
Indenture  against  the  Trustee.

     Section  603.  Not  Responsible for Recitals or Issuance of Securities. The
recitals  contained  herein  and  in  the  Securities,  except  the  Trustee's
certificate  of  authentication,  and  in  any  coupons  shall  be  taken as the
statements  of the Company, and neither the Trustee nor any Authenticating Agent
assumes  any  responsibility  for  their  correctness.  The  Trustee  makes  no
representations  as  to  the validity or sufficiency of this Indenture or of the
Securities  or  coupons,  except  that  the  Trustee  represents that it is duly
authorized  to  execute  and deliver this Indenture, authenticate the Securities
and  perform  its  obligations  hereunder.  Neither  the  Trustee  nor  any
Authenticating  Agent  shall  be  accountable  for the use or application by the
Company  of  Securities  or  the  proceeds  thereof.

                                        31
<PAGE>
     Section  604.  May Hold Securities. The Trustee, any Paying Agent, Security
Registrar,  Authenticating  Agent  or  any  other  agent  of the Company, in its
individual  or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the  Company  with  the same rights it would have if it were not Trustee, Paying
Agent,  Security  Registrar,  Authenticating  Agent  or  such  other  agent.

     Section  605.  Money  Held  in  Trust.  Money held by the Trustee  in trust
hereunder  need not be segregated from other funds except to the extent required
by  law.  The  Trustee  shall  be  under  no liability for interest on any money
received  by  it  hereunder  except  as  otherwise  agreed  with  the  Company.

     Section  606.  Compensation  and  Reimbursement.  The  Company  agrees:

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

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

          (3)  to indemnify each of the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability or expense incurred, except
for  gross  negligence  or  actions taken in bad faith without negligence or bad
faith  on  its  own 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.

     When  the Trustee incurs expenses or renders services in connection with an
Event  of  Default  specified  in Section 501(6) or Section 501(7), 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.

     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 (or premium, if any) or interest on
particular  Securities  or  any  coupons.

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

     Section  607.  Corporate  Trustee  Required;  Eligibility;  Conflicting
Interests.  There  shall  at  all  times  be  a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital  and  surplus  of  at  least  $50,000,000. If such corporation publishes
reports  of  condition at least annually, pursuant to law or the requirements of
Federal,  State,  Territorial  or  District of Columbia supervising or examining
authority,  then  for  the  purposes  of  this Section, the combined capital and
surplus  of  such  corporation  shall  be  deemed to be its combined capital and
surplus  as set forth in its most recent report of condition so published. If at
any  time  the  Trustee  shall  cease  to  be  eligible  in  accordance with the
provisions  of  this Section, it shall resign immediately in the manner and with
the  effect  hereinafter  specified  in  this  Article.

     Section  608.  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  609.

                                        32
<PAGE>
     (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 an
instrument of acceptance by a successor Trustee shall not have been delivered to
the  Trustee  within 30 days after the giving of such notice of resignation, the
resigning  Trustee  may  petition  any  court  of competent jurisdiction for the
appointment  of  a  successor  Trustee.

     (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 the provisions of TIA
Section 310(b) after written request therefor by the Company or by any Holder of
a  Security  who  has  been  a  bona  fide Holder of a Security for at least six
months,  or

          (2) the Trustee shall cease to be eligible under Section 607 and shall
fail to resign after written request therefor by the Company or by any Holder of
a  Security  who  has  been  a  bona  fide Holder of a Security for at least six
months,  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 or pursuant to a Board
Resolution  may  remove the Trustee and appoint a successor Trustee with respect
to  all  Securities,  or  (ii)  subject  to  TIA Section 315(e), any Holder of a
Security  who  has been a bona fide Holder of a Security for at least six months
may,  on behalf of himself and all others similarly situated, petition any court
of  competent  jurisdiction  for  the removal of the Trustee with respect to all
Securities  and  the  appointment  of  a  successor  Trustee  or  Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or  if a vacancy shall occur in the office of Trustee for any cause with respect
to  the Securities of one or more series, the Company, by or pursuant to a Board
Resolution,  shall promptly appoint a successor Trustee or Trustees with respect
to  the  Securities  of  that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or  all of such series and that at any time there shall be only one Trustee with
respect  to  the Securities of any particular series). If, within one year after
such  resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with resect 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, 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 of Securities and
accepted  appointment  in  the  manner  hereinafter  provided,  any  Holder of a
Security  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  Securities  of  such  series.

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

     Section  609.  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  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  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,  subject  nevertheless to its claim, if any, provided for in
Section  606.

                                        33
<PAGE>
     (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,
pursuant  to  Article  Nine  hereof, wherein each successor Trustee shall accept
such  appointment  and  which  (1)  shall  contain  such  provisions as shall be
necessary  or  desirable  to  transfer  and  confirm  to,  and  to vest in, each
successor  Trustee  all  the  rights,  powers, trusts and duties of the retiring
Trustee  with  respect  to  the  Securities of that or those series to which the
appointment  of  such  successor Trustee relates, (2) if the retiring Trustee is
not  retiring  with  respect to all Securities, shall contain such provisions as
shall  be  deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or  those series as to which the retiring Trustee is not retiring shall continue
to  be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions  of this Indenture as shall be necessary to provide for or facilitate
the  administration  of  the trusts hereunder by more than one Trustee, it being
understood  that  nothing  herein  or  in  such  supplemental  indenture  shall
constitute  such  Trustees  co-trustees  of  the  same  trust and that each such
Trustee  shall be trustee of a trust or trusts hereunder separate and apart from
any  trust  or trusts hereunder administered by any other such Trustee; and upon
the  execution  and  delivery  of such supplemental indenture the resignation or
removal  of  the  retiring Trustee shall become effective to the extent provided
therein  and  each  such  successor  Trustee,  without  any further act, deed or
conveyance,  shall  become vested with all the rights, powers, trusts and duties
of  the  retiring Trustee with respect to the Securities of that or those series
to  which  the appointment of such successor Trustee relates; but, on request of
the  Company  or any successor Trustee, such retiring Trustee shall duly assign,
transfer  and  deliver  to such successor Trustee all property and money held by
such  retiring Trustee hereunder with respect to the Securities of that or those
series  to  which  the  appointment  of  such  successor  Trustee  relates.

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

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

     Section  610.  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 of the corporate trust business of the
Trustee,  shall  be  the  successor  of  the  Trustee  hereunder,  provided such
corporation  shall  be  otherwise  qualified  and  eligible  under this Article,
without  the  execution or filing of any paper or any further act on the part of
any  of  the  parties  hereto. In case any Securities or coupons 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 or coupons so authenticated with
the  same  effect  as  if  such  successor Trustee had itself authenticated such
Securities  or  coupons.  In  case any Securities or coupons shall not have been
authenticated  by  such  predecessor  Trustee,  any  such  successor Trustee may
authenticate  and  deliver such Securities or coupons, in either its own name or
that  of  its  predecessor  Trustee,  with  the full force and effect which this
Indenture  provides  for  the  certificate  of  authentication  of  the Trustee.

     Section 611. Preferential Collection of Claims Against Company. If and when
the  Trustee  shall be or become a creditor of the Company (or any other obligor
upon  the  Securities), within three months prior to any failure to make payment
in  full  of  any  principal  or  interest  when and as the same becomes due and
payable  or  subsequent  to  such a default, 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). For purposes of TIA Section 311(b)(4)
and  (6)

          (1) "cash transaction" means any transaction in which full payment for
goods  or  securities sold is made within seven days after delivery of the goods
or  securities  in  currency  or  in  checks or other orders drawn upon banks or
bankers  and  payable  upon  demand;  and

                                        34
<PAGE>
          (2)  "self-liquidating  paper"  means  any  draft,  bill  of exchange,
acceptance  or  obligation  which  is made, drawn, negotiated or incurred by the
Company  (or  any  such  obligor)  for  the  purpose  of financing the purchase,
processing,  manufacturing,  shipment,  storage  or  sale  of  goods,  wares  or
merchandise  and  which  is secured by documents evidencing title to, possession
of,  or  a  lien  upon  the  goods,  wares  or merchandise or the receivables or
proceeds  arising  from  the  sale of the goods, wares or merchandise previously
constituting  the  security,  provided  the  security is received by the Trustee
simultaneously  with  the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of  the  draft,  bill  of  exchange,  acceptance  or  obligation.

     Section  612.  Appointment of Authenticating Agent. At any time when any of
the  Securities  remain  Outstanding,  the Trustee may appoint an Authenticating
Agent  or Agents with respect to one or more series of Securities which shall be
authorized  to  act  on behalf of the Trustee to authenticate Securities of such
series  issued  upon exchange, registration of transfer or partial redemption or
repayment  thereof,  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.  Any  such  appointment shall be
evidenced  by  an  instrument  in writing signed by a Responsible Officer of the
Trustee,  a copy of which instrument shall be promptly furnished to the Company.
Wherever  reference is made in this Indenture to the authentication and delivery
of  Securities  by  the  Trustee or the Trustee's certificate of authentication,
such  reference shall be deemed to include authentication and delivery on behalf
of  the  Trustee  by an Authenticating Agent and a certificate of authentication
executed  on  behalf  of  the  Trustee  by  an  Authenticating  Agent.  Each
Authenticating  Agent  shall be acceptable to the Company and shall at all times
be  a  bank  or trust company or corporation organized and doing business and in
good  standing under the laws of the United States of America or of any State or
the  District  of  Columbia, authorized under such laws to act as Authenticating
Agent,  having  a  combined capital and surplus of not less than $50,000,000 and
subject  to  supervision or examination by Federal or State authorities. If such
Authenticating  Agent publishes reports of condition at least annually, pursuant
to  law or the requirements of the aforesaid supervising or examining authority,
then  for the purposes of this Section, the combined capital and surplus of such
Authenticating  Agent  shall be deemed to be its combined capital and surplus as
set  forth  in  its most recent report of condition so published. In case at any
time  an  Authenticating Agent shall cease to be eligible in accordance with the
provisions  of  this Section, such Authenticating Agent shall resign immediately
in  the  manner  and  with  the  effect  specified  in  this  Section.

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

     An Authenticating Agent for any series of Securities may at any time resign
by  giving  written  notice of resignation to the Trustee for such series and to
the  Company. The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent by giving written notice of termination to
such  Authenticating  Agent  and to the Company. Upon receiving such a notice of
resignation  or  upon  such  a  termination,  or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of this Section, the Trustee for such series may appoint a successor
Authenticating  Agent  which  shall  be acceptable to the Company and shall give
notice  of  such  appointment  to  all  Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section  106.  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  herein.  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  including reimbursement of its reasonable expenses 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  or  in  lieu  of  the  Trustee's certificate of authentication, an
alternate  certificate  of  authentication  substantially in the following form:

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

                                        35
<PAGE>
     Bank  One  Trust  Company,  National  Association
     as  Trustee

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


     ARTICLE  SEVEN

     HOLDERS'  LISTS  AND  REPORTS  BY  TRUSTEE  AND  COMPANY

     Section  701. Disclosure of Names and Addresses of Holders. 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
Authenticating  Agent  nor  any Paying Agent nor any Security Registrar shall be
held  accountable by reason of the disclosure of any information as to the names
and  addresses  of the Holders of Securities in accordance with TIA Section 312,
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  TIA  Section  312(b).

     Section  702.  Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant
to  this  Indenture,  the  Trustee  shall  transmit  by  mail  to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15  if  required  by  TIA  Section  313(a).

     Section  703.  Reports  by  Company.  The  Company  will:

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

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

     (c)  the  Trustee shall transmit the reports required by TIA Section 313(b)
at  the  times  specified  therein;  and

     (d) transmit by mail to the Holders of Securities, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c) and (d), such summaries of any information, documents and reports
required  to  be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by  the  Commission.

     Section  704.  Company  to Furnish Trustee Names and Addresses  of Holders.
The  Company  will  furnish  or  cause  to  be  furnished  to  the  Trustee:

     (a) semi-annually, not later than 15 days after the Regular Record Date for
interest  for each series of Securities, a list, in such form as the Trustee may
reasonably  require,  of  the  names  and addresses of the Holders of Registered
Securities  of such series in the possession or control of the Company or any of
its  paying  agents  as  of  such Regular Record Date, or if there is no Regular
Record Date for interest for such series of Securities, semi-annually, upon such
dates  as are set forth in the Board Resolution or indenture supplemental hereto
authorizing  such  series,  and

                                        36
<PAGE>
     (b)  at  such  other times as the Trustee may request in writing, within 30
days  after  the  receipt  by the Company of any such request, a list of similar
form  and content as of a date not more than 15 days prior to the time such list
is  furnished,  provided,  however, that, so long as the Trustee is the Security
Registrar,  no  such  list  shall  be  required  to  be  furnished.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     Section  801.  Consolidations  and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Company may consolidate
with,  or  sell,  lease  or convey all or substantially all of its assets to, or
merge  with or into any other entity, provided that in any such case, (1) either
the  Company  shall  be the continuing entity, or the successor entity (if other
than  the  Company) formed by or resulting from any such consolidation or merger
or  which shall have received the transfer of such assets shall expressly assume
the  Company's  obligations  under  the Trust Guarantee and the due and punctual
payment  of  the  principal of (and premium, if any) and any interest (including
all Additional Interest, if any, payable pursuant to Section 1010) on all of the
Securities,  and  the  due and punctual performance and observance of all of the
covenants  and  conditions  of this Indenture to be performed by the Company and
(2)  immediately  after  giving  effect  to  such  transaction  and treating any
indebtedness  which  becomes an obligation of the Company or any Subsidiary as a
result  thereof as having been incurred by the Company or such Subsidiary at the
time  of such transaction, no Event of Default, and no event which, after notice
or  the  lapse  of  time,  or both, would become an Event of Default, shall have
occurred  and  be  continuing  under  the  Trust  Guarantee  or  this Indenture.

     Section  802.  Rights  and  Duties of Successor Corporation. In case of any
such  consolidation,  merger,  sale,  lease  or  conveyance  and  upon  any such
assumption  by  the successor entity, such successor entity shall succeed to and
be  substituted  for  the  Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in the
event  of  a  lease,  shall  be  relieved  of  any further obligation under this
Indenture  and  the  Securities. Such successor entity thereupon may cause to be
signed,  and may issue either in its own name or in the name of the Company, any
or  all  of  the  Securities issuable hereunder which theretofore shall not have
been  signed by the Company and delivered to the Trustee; and, upon the order of
such  successor  entity,  instead  of the Company, and subject to all the terms,
conditions  and  limitations  in  this  Indenture  prescribed, the Trustee shall
authenticate  and  shall deliver any Securities which previously shall have been
signed  and  delivered  by  the  officers  of  the  Company  to  the Trustee for
authentication,  and any Securities which such successor entity thereafter shall
cause  to  be  signed  and  delivered  to  the Trustee for that purpose. All the
Securities  so issued shall in all respects have the same legal rank and benefit
under  this  Indenture  as  the  Securities  theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been  issued  at  the  date  of  the  execution  hereof.

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

     Section  803.  Officer's  Certificate  and  Opinion  of  Counsel.  Any
consolidation,  merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officer's  Certificate
and  an  Opinion  of Counsel to the effect that any such  consolidation, merger,
sale,  lease  or  conveyance,  and  the  assumption  by  any entity corporation,
complies  with  the provisions of this Article and that all conditions precedent
herein  provided  for  relating  to  such  transaction  have been complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     Section  901.  Supplemental  Indentures without Consent of Holders. Without
the  consent  of  any  Holders  of  Securities  or  coupons,  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:

                                        37
<PAGE>
          (1)  to  evidence  the succession of another Person to the Company and
the  assumption by any such successor of the covenants of the Company herein and
in  the  securities  contained;  or

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

          (3)  to  add  any  additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default are to
be  for  the  benefit  of  less than all series of Securities, stating that such
Events  of  Default  are expressly being included solely for the benefit of such
series);  provided,  however,  that  in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of grace
after  default  (which  period may be shorter or longer than that allowed in the
case  of  other  defaults) or may provide for an immediate enforcement upon such
default  or may limit the remedies available to the Trustee upon such default or
may  limit  the right of the Holders of a majority in aggregate principal amount
of that or those series of Securities to which such additional Events of Default
apply  to  waive  such  default;  or

          (4)  to  add  to  or change any of the provisions of this Indenture to
provide  that Bearer Securities may be registrable as to principal, 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 Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit or
facilitate  the issuance of Securities in uncertificated form, provided that any
such  action  shall  not  adversely  affect  the  interests  of  the  Holders of
Securities  of  any  series  or  any related coupons in any material respect; or

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

          (6)  to  secure  the  Securities;  or

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

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

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

          (10)  to  supplement  any  of the provisions of this Indenture to such
extent  as  shall  be  necessary  to  permit  or  facilitate  the defeasance and
discharge  of  any series of Securities pursuant to Sections 401, 1402 and 1403;
provided  that  any  such action shall not adversely affect the interests of the
Holders of Securities of such series and any related coupons or any other series
of  Securities  in  any  material  respect.

     Section  902.  Supplemental  Indentures  with  Consent of Holders. With the
consent  of  the  Holders of not less than a majority in principal amount of all
Outstanding  Securities  affected by such supplemental indenture, 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 and any related coupons under this Indenture; provided, however, that
no  such supplemental indenture shall, without the consent of the Holder of each
Outstanding  Security  affected  thereby:

                                        38
<PAGE>
          (1)  change  the  Stated  Maturity of the principal of (or premium, if
any,  on)  or  any  installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon or
any  Additional Interest payable in respect thereof, or any premium payable upon
the  redemption  thereof,  or  change  any  obligation  of  the  Company  to pay
Additional  Interest pursuant to Section 1010 (except as contemplated by Section
801(l)  and  permitted by Section 901(1)), or reduce the amount of the principal
of  an  Original  Issue  Discount  Security that would be due and payable upon a
declaration  of  acceleration of the Maturity thereof pursuant to Section 502 or
the  amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect  any  right  of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency in which, any Security or any
premium  or  the  interest  thereon is payable, or impair the right to institute
suit  for  the  enforcement  of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder,
on  or  after the Redemption Date or the Repayment Date, as the case may be), or

          (2)  reduce  the  percentage  in  principal  amount of the Outstanding
Securities  of any series, the consent of whose Holders is required for any such
supplemental  indenture,  or  the  consent  of whose Holders is required for any
waiver  with  respect  to  such series (or compliance with certain provisions of
this  Indenture  or  certain defaults hereunder and their consequences) provided
for  in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting,  or

          (3)  modify  any  of  the  provisions  of this Section, Section 513 or
Section  1013,  except to increase the required percentage to effect such action
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.

     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.

     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.

     Section  903.  Execution  of  Supplemental  Indentures.  In  executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by  this  Article  or  the  modification  thereby  of the trusts created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected  in  relying upon, an Opinion of Counsel stating that the execution of
such  supplemental  indenture  is authorized or permitted by this Indenture. The
Trustee  may,  but  shall  not be obligated to, enter into any such supplemental
indenture  which  affects  the  Trustee's own rights, duties or immunities under
this  Indenture  or  otherwise.

     Section  904.  Effect of Supplemental Indentures. Upon the execution of any
supplemental  indenture  under this Article, this Indenture shall be modified in
accordance  therewith, and such supplemental indenture shall form a part of this
Indenture  for  all  purposes;  and  every  Holder  of Securities theretofore or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto  shall  be  bound  thereby.

     Section  905.  Conformity  with TIA. Every supplemental  indenture executed
pursuant  to  this Article shall conform to the requirements  of the TIA as then
in  effect.

     Section 906. Reference in Securities to Supplemental Indentures. Securities
of  any  series  authenticated  and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this Article may, and shall, if required by
the  Trustee,  bear  a notation in form approved by the Trustee as to any matter
provided  for in such supplemental indenture. If the Company shall so determine,
new  Securities  of  any series so modified as to conform, in the opinion of the
Trustee  and the Company, to any such supplemental indenture may be prepared and
executed  by  the  Company  and  authenticated  and  delivered by the Trustee in
exchange  for  Outstanding  Securities  of  such  series.

                                        39
<PAGE>
                                   ARTICLE TEN

                                    COVENANTS

     Section  1001.  Payment  of  Principal,  Premium,  if  any,  Interest  and
Additional  Interest.  The  Company  covenants and agrees for the benefit of the
Holders  of  each  series of Securities that it will duly and punctually pay the
principal  of  (and premium, if any) and interest on and any Additional Interest
payable in respect of the Securities of that series in accordance with the terms
of  such  series  of  Securities,  any  coupons  appertaining  thereto  and this
Indenture.  Unless  otherwise  specified  as  contemplated  by  Section 301 with
respect  to  any  series  of  Securities, any interest due on and any Additional
Interest  payable  in  respect of Bearer Securities on or before Maturity, other
than Additional Interest, if any, payable as provided in Section 1010 in respect
of  principal of (or premium, if any, on) such a Security, shall be payable only
upon  presentation  and  surrender  of  the  several  coupons  for such interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified  with  respect to Securities of any series pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the
registered  Holder  of  the Registered Security or other person entitled thereto
against  surrender  of  such  Security.


     Section  1002.  Maintenance  of Office or Agency. If Securities of a series
are  issuable  only as Registered Securities, the Company shall maintain in each
Place  of  Payment  for  any  series  of  Securities  an  office or agency where
Securities  of  that  series  may be presented or surrendered for payment, where
Securities  of  that  series  may be surrendered for registration of transfer or
exchange  and where notices and demands to or upon the Company in respect of the
Securities  of  that series and this Indenture may be served. If Securities of a
series  are issuable as Bearer Securities, the Company will maintain: (A) in the
Borough  of  Manhattan,  New York City, an office or agency where any Registered
Securities  of  that series may be presented or surrendered for payment or 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  following  paragraph (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 Interest payable on
Securities  of that series pursuant to Section 1010); provided, however, that if
the Securities of that series are listed on the Luxembourg Stock Exchange or any
other  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 Luxembourg or any other required city located outside the United
States,  as the case may be, 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 of the location, and any
change  in  the  location,  of  each  such  office or agency. If at any time the
Company  shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices  and  demands may be made or served at the Corporate Trust Office of the
Trustee,  except  that  Bearer Securities of that series and the related coupons
may  be  presented  and  surrendered  for  payment  (including  payment  of  any
Additional  Interest  payable  on  Bearer  Securities of that series pursuant to
Section  1010)  or at the offices specified in the Security, in London, England,
and the Company hereby appoints the same as its agent to receive such respective
presentations,  surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

     Unless  otherwise  specified  with  respect  to  any Securities pursuant to
Section  301,  no  payment  of  principal,  premium or interest on or Additional
Interest  in  respect of 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 allocated in
the  United  States;  provided,  however,  that  payment of principal of and any
premium  and  interest on any Bearer Security (including any Additional Interest
payable  on securities of such series pursuant to Section 1010) shall be made at
the  office of the designated agent of the Company's Paying Agent in the Borough
of  Manhattan,  New  York  City  if (but only if) payment in Dollars of the full
amount  of such principal, premium, interest or Additional Interest, 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.

                                        40
<PAGE>
     The  Company  may  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 of 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  of any such designation or rescission and of any change in the location
of  any  such other office or agency. Unless otherwise noted with respect to any
Securities  pursuant  to Section 301 with respect to a series of Securities, the
Company  hereby  designates  as a Place of Payment for each series of Securities
the  office  or agency of the Company in the Borough of Manhattan New York City,
and initially appoints the Trustee at its Corporate Trust office as Paying Agent
and  as  its  agent  to  receive all such presentations, surrenders, notices and
demands.

     Section  1003.  Money  for  Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of  any  securities and any related coupons, it will, on or before each due date
of the principal of (and premium, if any), or interest on or Additional Interest
in respect of, any of the Securities of that series, segregate and hold in trust
for  the  benefit  of  the  Persons entitled thereto a sum sufficient to pay the
principal  (and  premium  if any) or interest or Additional 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  and  any  related  coupons,  it  will,  before  each due date of the
principal  of  (and  premium,  if any), or interest on or Additional Interest in
respect  of,  any  Securities  of that series, deposit with a Paying Agent a sum
sufficient  to  pay the principal (and premium if any) or interest or Additional
Interest,  so  becoming due, such sum to be held in trust for the benefit of the
Persons  entitled  to such principal, premium or interest or Additional Interest
and  (unless  such Paying Agent is the Trustee) the Company will promptly notify
the  Trustee  of  its  action  or  failure  so  to  act.

     The  Company will cause each Paying Agent 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 principal of (and
premium,  if  any) or interest on Securities or Additional Interest 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 Trust (or any other
obligor upon the Securities) in the making of any such payment of principal (and
premium,  if  any)  or  interest  or  Additional  Interest;  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
sums.

     Except  as  otherwise  provided  in the Securities of any series, any money
deposited  with the Trustee or any Paying Agent, or then held by the Company, in
trust  for the payment of the principal of (and premium, if any) or interest on,
or  any  Additional  Interest  in  respect  of,  any  Security of any series and
remaining  unclaimed  for  two years after such principal (and premium, if any),
interest  or Additional Interest has become due and payable shall be paid to the
Company  upon  Company  Request  or  (if  then  held  by  the  Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an  unsecured  general  creditor,  look  only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Interest in
respect  of,  any  Security,  without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of  the  Company  as  trustee thereof, shall thereupon cease; provided, however,
that  the  Trustee  or such Paying Agent, before being required to make any such
repayment,  may  at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any  unclaimed  balance of such money then remaining will be
repaid  to  the  Company.

                                        41
<PAGE>
     Section  1004.  Existence. Subject to Article Eight, the Company will do or
cause  to  be  done  all things necessary to preserve and keep in full force and
effect  its  existence  as  a  corporation,  rights  (charter and statutory) and
franchises;  provided,  however,  that  the  Company  shall  not  be required to
preserve  any  right or franchise if the Board of Directors shall determine that
the  preservation  thereof is no longer desirable in the conduct of the business
of  the  Company.

     Section  1005. Maintenance of Properties. The Company will cause all of its
material  properties  used  or  useful  in  the  conduct  of its business or the
business  of  any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof,  all  as  in  the  judgment of the Company may be necessary so that the
business  carried  on in connection therewith may be properly and advantageously
conducted  at  all  times.

     Section  1006.  Insurance.  The  Company  will,  and will cause each of its
Subsidiaries  to,  keep  all of its insurable properties insured against loss or
damage  at  least  equal  to  their  then  full insurable value with insurers of
recognized  responsibility.

     Section  1007.  Payment  of Taxes and Other Claims. The Company will pay or
discharge  or  cause  to  be  paid  or  discharged, before the same shall become
delinquent,  (1)  all  taxes,  assessments  and  governmental  charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company  or  any  Subsidiary, and (2) all lawful claims for labor, materials and
supplies,  which,  if  unpaid,  might  by  law  become  a material lien upon the
property  of  the Company or any Subsidiary; provided, however, that the Company
shall  not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being  contested  in  good  faith.

     Section  1008.  Provision  of  Financial  Information.  Whether  or not the
Company  is subject to Section 13 or 15(d) of the Exchange Act, the Company will
prepare the annual reports, quarterly reports and other documents within 15 days
of each of the respective dates by which the Company would have been required to
file  with  the  Commission  pursuant  to  such Section 13 or 15(d) and will (i)
transmit  by  mail  to  all  Holders, as their names and addresses appear in the
Security  Register,  without  cost to such Holders copies of the annual reports,
quarterly reports and other documents which the Company would have been required
to  file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if  the Company were subject to such Sections, (ii) file with the Trustee copies
of  the  annual  reports,  quarterly reports and other documents which the Trust
would  have  been required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Company were subject to such Sections and (iii)
promptly  upon written request and payment of the reasonable cost of duplication
and  delivery,  supply  copies  of  such  documents  to  any prospective Holder.

     Section  1009.  Statement as to Compliance. The Company will deliver to the
Trustee,  within 120 days after the end of each fiscal year, a brief certificate
from  the  principal executive officer, principal financial officer or principal
accounting  officer  as to his or her knowledge of the Company's compliance with
all  conditions  and  covenants  under  this  Indenture and, in the event of any
noncompliance,  specifying such noncompliance and the nature and status thereof.
For  purposes  of this Section 1009, such compliance shall be determined without
regard  to  any  period  of grace or requirement of notice under this Indenture.

     Section  1010.  Additional  Interest. If any Securities of a series provide
for  the  payment  of Additional Interest, the Company will pay to the Holder of
any  Security  of  such  series  or  any  coupon appertaining thereto Additional
Interest  as  may  be specified as contemplated by Section 301. Whenever in this
Indenture  there  is  mentioned,  in  any  context except in the case of Section
502(1),  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
Interest  provided  by  the terms of such series established pursuant to Section
301  to  the extent  that, in such context, Additional Interest is, was or would
be  payable in respect thereof pursuant to such terms and express mention of the
payment  of  Additional  Interest (if applicable) in any provisions hereof shall
not  be  construed  as  excluding Additional Interest in those provisions hereof
where  such  express  mention  is  not  made.

                                        42
<PAGE>
     Except  as  otherwise  specified  as  contemplated  by  Section 301, if the
Securities  of a series provide for the payment of Additional Interest, 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 principal 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 not United States
persons  without  withholding  for or on account of any tax, assessment or other
governmental  charge  described  in  the  Securities  of the 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 of that series or related coupons and the Company will pay
to  the  Trustee  or  such  Paying Agent the Additional Interest required by the
terms  of such Securities. In the event that the Trustee or any Paying Agent, as
the  case may be, shall not so receive the above-mentioned certificate, then the
Trustee  or  such  Paying  Agent  shall  be  entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest  with respect to any Securities of a series or related coupons until it
shall  have  received  a  certificate  advising  otherwise  and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related  coupons  without withholding or deductions until otherwise advised. 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 or in reliance on any Officers'
Certificate  furnished  pursuant to this Section or in reliance on the Company's
not  furnishing  such  an  Officers'  Certificate.

     Section  1011.  Limitations  on Liens. The Company shall not, and shall not
cause  or  permit any Subsidiary to, issue, assume or guarantee any Debt secured
by  a  Lien upon any property or assets (other than cash) of the Company or such
Subsidiary,  as  applicable,  without effectively providing that the outstanding
Securities  (together with, if the Company so determines, any other indebtedness
or  obligation  then  existing  or  thereafter created ranking equally with such
Securities) shall be secured equally and ratably with (or prior to) such Debt so
long  as  such Debt shall be so secured. The foregoing restriction on Liens will
not,  however,  apply  to:

     (a)  Liens  in  existence on the date of original issue of such Securities;

     (b)  (i)  any  Lien created or arising over any property which is acquired,
constructed  or  created by the Company, or any of its Subsidiaries, but only if
(A)  such  Lien  secures  only principal amounts (not exceeding the cost of such
acquisition,  construction  or  creation)  raised  for  the  purposes  of  such
acquisition,  construction  or  creation,  together  with  any  costs, expenses,
interest  and  fees incurred in relation thereto or a guarantee given in respect
thereof,  (B)  such  Lien  is  created  or arises on or before 90 days after the
completion  of  such  acquisition, construction or creation and (C) such Lien is
confined solely to the property so acquired, constructed or created; or (ii) any
Lien to secure Debt of the Company or a Subsidiary incurred in connection with a
specifically identifiable project where the Lien relates to and is confined to a
property or properties (including, without limitation, shares or other rights of
ownership  in  the entities which own such property or project) involved in such
project  and  acquired by the Company or a Subsidiary after the date of original
issue  of  the  Securities  of  any  series and the recourse of the creditors in
respect  of  such  Debt  is  limited  to any or all of such project and property
(including  as  aforesaid);

     (c)  any  Lien  securing amounts not more than 90 days overdue or otherwise
being  contested  in  good  faith;

     (d)  (i)  rights  of  financial  institutions  to offset credit balances in
connection  with  the  operation of cash management programs established for the
benefit  of  the  Company  or a Subsidiary or in connection with the issuance of
letters  of credit for the benefit of the Company or a Subsidiary; (ii) any Lien
securing  Debt  of  the  Company or a Subsidiary incurred in connection with the
financing  of  accounts  receivable; (iii) any Lien incurred or deposits made in
the  ordinary  course  of  business,  including,  but  not  limited  to, (A) any
mechanics',  materialmens',  carriers',  workmens', vendors' or other like Liens
and  (B)  any  Liens  securing amounts in connection with workers' compensation,
unemployment  insurance  and  other types of social security; (iv) any Lien upon
specific  items  of  inventory  or  other goods and proceeds of the Company or a
Subsidiary  securing  obligations  of  the Company or a Subsidiary in respect of

                                        43
<PAGE>
bankers'  acceptances  issued  or  created  for  the  account  of such person to
facilitate  the  purchase, shipment or storage of such inventory or other goods;
(v)  any  Lien  incurred  or  deposits made securing the performance of tenders,
bids,  leases,  trade  contracts  (other  than  for  borrowed  money), statutory
obligations,  surety  bonds,  appeal  bonds,  government  contracts, performance
bonds,  return-of-money  bonds  and other obligations of like nature incurred in
the ordinary course of business; (vi) any Lien constituted by a right of set off
or  right  over  a margin call account or any form of cash or cash collateral or
any  similar  arrangement  for obligations incurred in respect of the hedging or
management  of  risks under transactions involving any currency or interest rate
swap, cap or collar arrangements, forward exchange transaction, option, warrant,
forward  rate  agreement, futures contract or other derivative instrument of any
kind;  (vii)  any  Lien  arising  out  of  title retention or like provisions in
connection  with  the  purchase of goods and equipment in the ordinary course of
business;  and  (viii) any Lien securing reimbursement obligations under letters
of  credit, guaranties and other forms of credit enhancement given in connection
with  the  purchase  of  goods and equipment in the ordinary course of business;

     (e)  Liens  in  favor  of  the  Company  or  a  Subsidiary;

     (f)  (i)  Liens on any property or assets acquired from a corporation which
is merged with or into the Company or a Subsidiary, or any Liens on the property
or  assets  of  any  corporation  or  other  entity  existing  at  the time such
corporation  or  other entity becomes a Subsidiary of the Company and, in either
such  case,  is not created in anticipation of any such transaction (unless such
Lien is created to secure or provide for the payment of any part of the purchase
price  of such corporation); (ii) any Lien on any property or assets existing at
the time of acquisition thereof and which is not created in anticipation of such
acquisition  (unless  such Lien was created to secure or provide for the payment
of  any  part  of  the purchase price of such property or assets); and (iii) any
Lien  created  or outstanding on or over any asset of any Person which becomes a
Subsidiary  on  or  after  the date of the issuance of such Securities when such
Lien  is  created  prior  to the date on which such Person becomes a Subsidiary;

     (g)  (i)  Liens  required by any contract or statute in order to permit the
Company  or  a Subsidiary to perform any contract or subcontract made by it with
or  at  the  request  of  a  governmental  entity  or  any department, agency or
instrumentality  thereof,  or  to secure partial, progress, advance or any other
payments  by  the  Company or a Subsidiary to such governmental unit pursuant to
the  provisions  of  any  contract or statute; (ii) any Lien securing industrial
revenue,  development  or  similar  bonds  issued  by  or for the benefit of the
Company  or  a Subsidiary, provided that such industrial revenue, development or
similar  bonds  are nonrecourse to the Company or such Subsidiary; and (iii) any
Lien  securing  taxes or assessments or other applicable governmental charges or
levies;

     (h)  (i)  any  Lien  which  arises  pursuant  to  any  order of attachment,
distraint  or similar legal process arising in connection with court proceedings
and any Lien which secures the reimbursement obligation for any bond obtained in
connection  with  an  appeal  taken  in  any  court  proceeding,  so long as the
execution  or  other  enforcement  of  such  Lien arising pursuant to such legal
process is effectively stayed and the claims secured thereby are being contested
in good faith and, if appropriate, by appropriate legal proceedings, or any Lien
in favor of a plaintiff or defendant in any action before a court or tribunal as
security  for costs and/or other expenses; or (ii) any Lien arising by operation
of law or by order of a court or tribunal or any Lien arising by an agreement of
similar  effect,  including,  without  limitation,  judgment  liens;  or

     (i)  any  extension,  renewal  or  replacement  (or  successive extensions,
renewals  or  replacements),  as a whole or in part, of any Liens referred to in
the  foregoing  clauses,  for  amounts not exceeding the principal amount of the
Debt  secured  by  the Lien so extended, renewed or replaced, provided that such
extension,  renewal  or replacement Lien is limited to all or a part of the same
property  or  assets that were covered by the Lien extended, renewed or replaced
(plus  improvements  on  such  property  or  assets).

     Nothing  contained  in  this Indenture in any way restricts or prevents the
Company  or  any  Subsidiary  from  incurring  any  Debt.

     Section  1012. Limitations on Sale and Lease-Back Transactions. The Company
covenants  and  agrees  that  so  long  as any Securities of such series remains
outstanding,  it  will  not,  and the Company will not permit any Subsidiary to,
enter  into  any  arrangement  with  any  Person  (other  than  the Company or a
Subsidiary),  providing  for  the  leasing to the Company or a Subsidiary of any
assets  which  have been or are to be sold or transferred by the Company or such

                                        44
<PAGE>
Subsidiary to such Person (a "Sale and Lease-Back Transaction") unless; (a) such
transaction  involves  a lease for a temporary period not to exceed three years;
(b)  such transaction is between the Company or a Subsidiary and an affiliate of
the  Company;  (c) the Company would be entitled to incur debt secured by a Lien
on  the assets or property involved in such transaction at least equal in amount
to  the  Attributable Debt with respect to such Sale and Lease-Back Transaction,
without  equally and ratably securing the Securities, pursuant to the limitation
on  Liens  described  above; (d) such transaction is entered into within 90 days
after  the  initial acquisition by the Company of the assets or property subject
to  such  transaction;  (e) after giving effect thereto, the aggregate amount of
all  Attributable Debt with respect to all such Sale and Lease-Back Transactions
does not exceed 10% of Consolidated Net Tangible Assets; or (f) the Company or a
Subsidiary within the twelve months preceding the sale or transfer or the twelve
months  following  the  sale  or  transfer,  regardless  of whether such sale or
transfer  may  have  been made by the Company or such Subsidiary, applies in the
case of a sale or transfer for cash, an amount equal to the net proceeds thereof
and,  in the case of a sale or transfer otherwise than for cash, an amount equal
to  the  fair  value  of  the assets so leased at the time of entering into such
arrangement  (as  determined  by  the  Board of Directors of the Company or such
Subsidiary),  (i)  to the retirement of debt, incurred or assumed by the Company
or a Subsidiary, which by its terms matures at, or is extendible or renewable at
the  option  of the obligor to, a date more than twelve months after the date of
incurring,  assuming  or  guaranteeing  such  debt  or (ii) to investment in any
assets  of  the  Company  or  any  Subsidiary.

     Section  1013.  Waiver  of  Certain  Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections  1004  to 1008, inclusive, or section 1011 or Section 1012 if before or
after  the  time  for  such  compliance  the  Holders  of at least a majority in
principal  amount  of  all outstanding Securities of such series, by Act of such
Holders,  either  waive  such  compliance  in  such  instance or generally waive
compliance  with  such covenant or condition, but no such waiver shall extend to
or  affect  such covenant or condition except to the extent so expressly waived,
and,  until  such  waiver shall become effective, the obligations of the Company
and  the  duties  of  the  Trustee  in  respect  of  any such term, provision or
condition  shall  remain  in  full  force  and  effect.

     Section  1014.  Covenants  Regarding  Trust.  For  so  long  as  the  Trust
Securities  remain  outstanding,  the  Company  covenants  (i)  to  directly  or
indirectly maintain 100% of ownership of the Trust Common Securities (as defined
in  the  Trust  Agreement  relating  to such securities) of the Trust; provided,
however,  that  any  permitted successor of the Company hereunder may succeed to
the  Company's  ownership  of  such Trust Common Securities, and (ii) to use its
reasonable  efforts to cause the Trust (a) to remain a statutory business trust,
except  in  connection  with  the distribution of Subordinated Debentures to the
holders  of  Trust Securities in liquidation of the Trust, the redemption of all
of  the  Trust  Securities  of  the Trust, or certain mergers, consolidations or
amalgamations, each as permitted under the Trust Agreement, and (b) to otherwise
continue  to  be  classified as a grantor trust for United States federal income
tax  purposes.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     Section  1101. Applicability of Article. Securities of any series which are
redeemable  before  their Stated Maturity shall be redeemable in accordance with
their  terms  and  (except as otherwise specified as contemplated by Section 301
for  Securities  of  any  series)  in  accordance  with  this  Article.

     Section  1102.  Election  to Redeem; Notice to Trustee. The election of the
Company  to  redeem  any Securities shall be evidenced by or pursuant to a Board
Resolution. In the case of any redemption at the election of the Company of less
than  all  of  the Securities of any series, the Company shall, at least 45 days
prior  to  the  giving  of  the  notice  of redemption in Section 1104 (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  1103.  Selection  by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series issued on the same day with the same terms
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 issued on such date with the same terms
not  previously  called for redemption, by such method as the Trustee shall deem
fair  and  appropriate and which may provide for the selection for redemption of
portions  (equal  to  the minimum authorized denomination for Securities of that
series  or  any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for  Securities  of  that  series.

                                        45
<PAGE>
     The  Trustee  shall  promptly notify the Company and the Security Registrar
(if other than itself) 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 security redeemed or to be redeemed only in part, to the portion of
the  principal  amount  of  such  Security  which has been or is to be redeemed.

     Section  1104. Notice of Redemption. Notice of redemption shall be given in
the  manner provided in Section 106, not less than 30 days nor more than 60 days
prior  to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the  Holder  of any Security designated for redemption as a whole or in part, or
any  defect  in  the notice to any such Holder, shall not affect the validity of
the  proceedings  for  the  redemption  of  any  other  such Security or portion
thereof.

     Any  notice  that  is mailed to the Holders of Registered Securities in the
manner  herein  provided shall be conclusively presumed to have been duly given,
whether  or  not  the  Holder  receives  the  notice.

     All  notices  of  redemption  shall  state:

          (1)  the  Redemption  Date,

          (2)  the  Redemption  Price,  accrued  interest to the Redemption Date
payable  as  provided  in Section 1106, if any, and Additional Interest, if any,

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

          (4)  in  case  any Security is to be redeemed in part only, the notice
which  relates  to  such  Security  shall state that on and after the Redemption
Date,  upon  surrender  of  such  Security,  the  holder will receive, without a
charge,  a  new  Security  or  Securities  of  authorized  denominations for the
principal  amount  thereof  remaining  unredeemed,

          (5)  that  on  the  Redemption  Date  the Redemption Price and accrued
interest  to  the  Redemption  Date payable as provided in Section 1106, if any,
will  become due and payable upon each such Security, or the portion thereof, to
be  redeemed  and  if applicable, that interest thereon shall cease to accrue on
and  after  said  date,

          (6)  the Place or Places of Payment where such Securities, together in
the  case  of  Bearer  Securities with all coupons appertaining thereto, if any,
maturing  after  the  Redemption  Date, are to be surrendered for payment of the
Redemption  Price  and  accrued  interest,  if  any,

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

          (8) that, unless otherwise specified in such notice, Bearer Securities
of  any  series,  if  any, surrendered for redemption must be accompanied by all
coupons  maturing  subsequent  to the date fixed for redemption or the amount of
any  such  missing coupon or coupons will be deducted from the Redemption Price,
unless  security  or indemnity satisfactory to the Company, the Trustee for such
series  and  any  Paying  Agent  is  furnished,

          (9)  if  Bearer  Securities  of  any series are to be redeemed and any
Registered  Securities of such series are not to be redeemed, and if such Bearer
Securities  may be exchanged for Registered Securities not subject to redemption
on  this Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined  by  the  Company,  on  which  such  exchanges  may  be  made,  and

                                        46
<PAGE>
          (10)  the  CUSIP  number  of  such  Security,  if  any

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

     Section  1105. Deposit of Redemption Price. At least one Business Day prior
to  any  Redemption  Date,  the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may
not do in the case of a sinking fund payment under Article Twelve, segregate and
hold  in  trust  as provided in section 1003) an amount sufficient to pay on the
Redemption  Date  the  Redemption  Price  of, and (except if the Redemption Date
shall  be  an  Interest Payment Date) accrued interest on, all the Securities or
portions  thereof  which  are  to  be  redeemed  on  that  date.

     Section  1106.  Securities Payable on Redemption Date. Notice of redemption
having  been  given as aforesaid, the Securities so to be redeemed shall, on the
Redemption  Date,  become  due  and  payable  at  the  Redemption  Price therein
specified  (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of the
Redemption  Price  and accrued interest) such Securities shall, if the same were
interest-bearing,  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, if
any, 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  as  otherwise provided in Section 1002) and, unless otherwise specified
as  contemplated by Section 301, only upon presentation and surrender of coupons
for  such  interest;  and  provided  further  that,  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.

     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 1002) and,
unless  otherwise  specified  as  contemplated  by  Section  301,  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 premium, if any) shall, until paid,
bear  interest  from  the  Redemption  Date  at  the rate borne by the Security.

     Section 1107. Securities Redeemed in Part. Any Registered Security which is
to  be  redeemed  only in part (pursuant to the provisions of this Article or of
Article  Twelve)  shall  be surrendered at a Place of Payment therefor (with, if
the  Company  or  the  Trustee  so  requires,  due  endorsement by, or a written
instrument  of transfer in form satisfactory to the Company and the Trustee duly
executed  by, the Holder thereof or his attorney duly authorized in writing) and
the  Company shall execute and the Trustee shall authenticate and deliver to the
Holder  of  such Security without service charge a new Security or Securities of
the  same  series, of any authorized denomination as requested by such Holder in
aggregate  principal  amount equal to and in exchange for the unredeemed portion
of  the  principal  of  the  Security  so  surrendered.

                                        47
<PAGE>
                                 ARTICLE TWELVE

                                  SINKING FUNDS

     Section  1201.  Applicability  of  Article.  The provisions of this Article
shall  be  applicable  to any sinking fund for the retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  301 for
Securities  of  such  series.

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

     Section  1202.  Satisfaction  of Sinking Fund Payments with Securities. The
Company  may,  in  satisfaction of all or any part of any mandatory sinking fund
payment  with  respect  to  the  Securities of a series, (1) deliver Outstanding
Securities  of  such  series  (other  than any previously called for redemption)
together  in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such 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, as provided for
by  the  terms  of such Securities, or which have otherwise been acquired by the
Company;  provided that such Securities so delivered or applied as a credit have
not  been previously so credited. Such Securities shall be received and credited
for  such purpose by the Trustee at the applicable Redemption Price specified in
such  Securities  for  redemption  through operation of the sinking fund and the
amount  of  such  mandatory  sinking  fund payment shall be reduced accordingly.

     Section  1203.  Redemption of Securities for Sinking Fund. Not less than 60
days  prior  to each sinking fund payment date for Securities of any series, the
Company  will  deliver  to  the  Trustee an Officers' Certificate specifying the
amount  of  the  next  ensuing  mandatory  sinking  fund payment for that series
pursuant  to  the terms of that series, the portion thereof, if any, which is to
be  satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied  by  delivering  and  crediting  Securities of that series pursuant to
Section  1202,  and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities  to be so delivered and credited. If such Officers' Certificate shall
specify  an  optional  amount  to be added in cash to the next ensuing mandatory
sinking  fund  payment, the Trust shall thereupon be obligated to pay the amount
therein  specified.  Not less than 30 days before each such sinking fund payment
date  the  Trustee  shall select the Securities to be redeemed upon such sinking
fund  payment  date  in the manner specified in Section 1103 and cause notice of
the  redemption  thereof  to  be  given in the name of and at the expense of the
Company  in  the  manner  provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner  stated  in  Sections  1106  and  1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section  1301.  Applicability  of  Article.  Repayment of Securities of any
series  before  their  Stated Maturity at the option of Holders thereof shall be
made  in  accordance  with  the terms of such Securities, if any, and (except as
otherwise  specified by the terms of such series established pursuant to Section
301)  in  accordance  with  this  Article.

     Section  1302. Repayment of Securities. Securities of any series subject to
repayment  in whole or in part at the option of the Holders thereof will, unless
otherwise  provided  in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon accrued
to  the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that at least one Business Day prior to the Repayment Date
it  will  deposit with the Trustee or with a Paying Agent (or, if the Company is
acting  as  its  own  Paying  Agent,  segregate and hold in trust as provided in
Section  1003)  an amount sufficient to pay the principal (or, if so provided by
the  terms  of  the Securities of any series, a percentage of the principal) of,
and  (except  if  the  Repayment Date shall be an Interest Payment Date) accrued
interest  on,  all the Securities or portions thereof, as the case may be, to be
repaid  on  such  date.

                                        48
<PAGE>
     Section  1303.  Exercise  of  Option.  Securities  of any series subject to
repayment  at the option of the Holders thereof will contain an "Option to Elect
Repayment"  form on the reverse of such Securities. In order for any Security to
be  repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or  places  of  which  the Company shall from time to time notify the Holders of
such  Securities)  not  earlier than 60 days nor later than 30 days prior to the
Repayment  Date  (1)  the Security so providing for such repayment together with
the  "Option  to  Elect Repayment" form on the reverse thereof duly completed by
the  Holder  (or  by  the Holder's attorney duly authorized in writing) or (2) a
telegram,  telex, facsimile transmission or a letter from a member of a national
securities  exchange,  or  the  National Association of Securities Dealers, Inc.
("NASD"),  or  a  commercial  bank or trust company in the United States setting
forth  the  name  of  the  Holder  of  the security, the principal amount of the
Security,  the  principal amount of the Security to be repaid, the CUSIP number,
if  any,  or  a  description of the tenor and terms of the Security, a statement
that  the  option  to elect repayment is being exercised thereby and a guarantee
that  the  Security to be repaid, together with the duly completed form entitled
"Option  to  Elect Repayment" on the reverse of the Security will be received by
the  Trustee  not  later  than  the  fifth  Business  Day after the date of such
telegram,  telex, facsimile transmission or letter; provided, however, that such
telegram,  telex,  facsimile  transmission  or letter shall only be effective if
such  Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to be
repaid  in  accordance  with the terms of such Security, the principal amount of
such  Security  to  be  repaid,  in  increments  of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of  such  Security  surrendered that is not to be repaid, must be specified. The
principal  amount  of  any Security providing for repayment at the option of the
Holder  thereof  may  not  be  repaid  in part if, following such repayment, the
unpaid  principal  amount  of  such  Security  would  be  less  than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid  is  a  part.  Except  as  otherwise  may be provided by the terms of any
Security  providing  for repayment at the option of the Holder thereof, exercise
of  the repayment option by the Holder shall be irrevocable unless waived by the
Company.

     Section  1304.  When  Securities  Presented  for  Repayment  Become Due and
Payable.  If  Securities  of any series providing for repayment at the option of
the  Holders thereof shall have been surrendered as provided in this Article and
as  provided  by or pursuant to the terms of such Securities, such Securities or
the  portions  thereof,  as  the  case may be, to be repaid shall become due and
payable  and  shall  be  paid  by  the  Company  on  the  Repayment Date therein
specified,  and  on  and  after  such  Repayment  Date (unless the Company shall
default  in  the  payment  of  such  Securities  on  such  Repayment  Date) such
Securities  shall, if the same were interest-bearing, cease to bear interest and
the  coupons  for  such  interest appertaining to any Bearer Securities so to be
repaid,  except  to  the extent provided below, shall be void. Upon surrender of
any such Security or repayment in accordance with such provisions, together with
all coupons, if any, appertaining thereto maturing after the Repayment Date, the
principal  amount of such Security so to be repaid shall be paid by the Company,
together  with  accrued  interest,  if  any,  to  the  Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date
shall  be payable, only at an office or agency located outside the United States
(except  as  otherwise provided in Section 1002) and, unless otherwise specified
pursuant  to  Section 301, only upon presentation and surrender of such coupons;
and provided further that, in the case of Registered Securities, installments of
interest,  if  any,  whose  Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Company shall default
in  the  payment  thereof)  to  the  Holders  of such Securities, or one or more
Predecessor  Securities  registered  as  such  at  the  close of business on the
relevant  Record  Dates  according  to their terms and the provisions of Section
307.

     If  any  Bearer Security surrendered for repayment shall not be accompanied
by  all appurtenant coupons maturing after the Repayment Date, such security may
be  paid after deducting from the amount payable therefor as provided in Section
1302  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 as
provided in the preceding sentence, 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 1002) and, unless otherwise specified
as  contemplated  by  Section 301, only upon presentation and surrender of those
coupons.

                                        49
<PAGE>
     If the principal amount of any Security surrendered for repayment shall not
be  so  repaid  upon  surrender  thereof,  such  principal amount (together with
interest,  if  any,  thereon  accrued to such Repayment Date) shall, until paid,
bear  interest  from  the  Repayment  Date  at  the rate of interest or Yield to
Maturity  (in  the case of Original Issue Discount Securities) set forth in such
Security.

     Section  1305.  Securities Repaid in Part. Upon surrender of any Registered
Security  which  is to be repaid in part only, the Company shall execute and the
Trustee  shall  authenticate and deliver to the Holder of such Security, without
service  charge  and at the expense of the Company, a new Registered Security or
Securities  of  the same series, of any authorized denomination specified by the
Holder,  in  an  aggregate  principal  amount  equal  to and in exchange for the
portion  of  the  principal  of  such Security so surrendered which is not to be
repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section  1401.  Applicability  of  Article;  Company's  Option  to  Effect
Defeasance  or  Covenant  Defeasance.  If, pursuant to Section 301, provision is
made  for  either  or  both  of  (a) defeasance of the Securities of or within a
series  under  Section  1402  or (b) covenant defeasance of the Securities of or
within  a  series  under  Section  1403,  then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with  such  modifications  thereto as, may be specified pursuant to Section 301
with  respect  to any Securities) shall be applicable to such Securities and any
coupons  appertaining  thereto,  and  the  Company  may  at  its option by Board
Resolution,  at  any  time,  with  respect  to  such  Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if  applicable)  be  applied  to  such  Outstanding  Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

     Section  1402. Defeasance and Discharge. Upon the Company's exercise of the
above  option  applicable  to  this Section with respect to any Securities of or
within  a  series,  the Company shall be deemed to have been discharged from its
obligations  with  respect  to  such  Outstanding  Securities  and  any  coupons
appertaining  thereto  on  the date the conditions set forth in Section 1404 are
satisfied  (hereinafter,  "defeasance"). For this purpose, such defeasance means
that  the  Company  shall  be  deemed  to  have  paid  and discharged the entire
indebtedness  represented  by  such  Outstanding  Securities  and  any  coupons
appertaining  thereto, which shall thereafter be deemed to be "Outstanding" only
for  the  purposes  of  Section  1405  and  the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations  under such Securities and any coupons appertaining thereto and this
Indenture  insofar  as  such Securities and any coupons appertaining thereto are
concerned  (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same) except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of
such  Outstanding  Securities  and  any coupons appertaining thereto to receive,
solely from the trust fund described in Section 1404 and as more fully set forth
in  such  Section, payments in respect of the principal of (and premium, if any)
and  interest,  if  any, on such Securities and any coupons appertaining thereto
when  such  payments are due, (B) the Company's obligations with respect to such
Securities  under  Sections  305,  306,  1002  and  1003 and with respect to the
payment  of  Additional  Interest, if any, on such Securities as contemplated by
Section  1010,  (C)  the  rights,  powers,  trusts, duties and immunities of the
Trustee  hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding
the  prior  exercise  of  its  option  under  Section  1403 with respect to such
Securities  and  any  coupons  appertaining  thereto.

     Section 1403. Covenant Defeasance. Upon the Company's exercise of the above
option  applicable to this Section with respect to any Securities of or within a
series,  the  Company shall be released from its obligations under Sections 1004
to 1008, inclusive, Section 1011 and Section 1012, and, if specified pursuant to
Section  301,  its  obligations  under  any other covenant, with respect to such
Outstanding  Securities  and  any  coupons appertaining thereto on and after the
date  the  conditions  set  forth  in  Section  1404 are satisfied (hereinafter,
"covenant defeasance"), and such Securities and any coupons appertaining thereto
shall  thereafter  be  deemed  to  be  not "Outstanding" for the purposes of any
direction,  waiver,  consent  or  declaration  or  Act  of  Holders  (and  the
consequences  of  any  thereof)  in  connection  with  Sections  1004  to  1008,
inclusive,  Section  1011  or  Section  1012,  or such other covenant, but shall
continue  to  be deemed "Outstanding" for all other purposes hereunder. For this
purpose,  such  covenant defeasance means that, with respect to such Outstanding
Securities  and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set  forth  in  any  such  Section  or  such other covenant, whether directly or
indirectly,  by  reason of any reference elsewhere herein to any such Section or
such  other covenant or by reason of reference in any such Section or such other
covenant  to  any  other  provision  herein  or  in  any other document and such
omission  to  comply shall not constitute a default or an Event of Default under
Section  501(4)  or  501(8)  or  otherwise,  as  the case may be, but, except as
specified  above,  the  remainder  of this Indenture and such Securities and any
coupons  appertaining  thereto  shall  be  unaffected  thereby.

                                        50
<PAGE>
     Section  1404.  Conditions  to  Defeasance  or  Covenant  Defeasance.  The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

     (a)  The Company shall irrevocably have deposited or caused to be deposited
with  the Trustee (or another trustee satisfying the requirements of Section 607
who  shall  agree  to  comply  with  the  provisions  of  this  Article Fourteen
applicable  to  it)  as  trust  funds  in  trust  for  the purpose of making the
following  payments,  specifically pledged as security for, and dedicated solely
to,  the  benefit of the Holders of such Securities and any coupons appertaining
thereto,  (1)  an  amount  of money, or (2) Government Obligations applicable to
such  Securities  and  coupons  appertaining thereto which through the scheduled
payment  of  principal  and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of
principal  of (and premium, if any) and interest, if any, on such Securities and
any  coupons  appertaining  thereto,  money  in  an amount, or (3) a combination
thereof,  in  any  case,  in an amount, sufficient, without consideration of any
reinvestment  of  such  principal  and  interest, in the opinion of a nationally
recognized  firm  of  independent  public  accountants  expressed  in  a written
certification  thereof delivered to the Trustee, to pay and discharge, and which
shall  be  applied  by  the  Trustee  (or  other  qualifying trustee) to pay and
discharge,  (1)  the principal of (and premium, if any) and interest, if any, on
such  Outstanding  Securities and any coupons appertaining thereto on the Stated
Maturity  of such principal or installment of principal or interest and (ii) any
mandatory  sinking  fund  payments  or  analogous  payments  applicable  to such
Outstanding  securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and  of  such  Securities  and  any  coupons  appertaining  thereto.

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

     (c) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities and any coupons
appertaining  thereto  shall have occurred and be continuing on the date of such
deposit  or,  insofar  as  Sections 501(6) and 501(7) are concerned, at any time
during  the  period  ending  on  the 91st day after the date of such deposit (it
being  understood  that  this  condition shall not be deemed satisfied until the
expiration  of  such  period).

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

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

     (f)  The  Company  shall  have  delivered  to  the  Trustee  an  Officers'
Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all conditions
precedent  to the defeasance under Section 1402 or the covenant defeasance under
Section  1403  (as  the  case  may be) have been complied with and an Opinion of
Counsel  to  the  effect  that  either  (i) as a result of a deposit pursuant to
subsection  (a)  above  and  the  related exercise of the Company's option under
Section  1402 or Section 1403 (as the case may be), registration is not required
under the Investment Trust Act of 1940, as amended, by the Company, with respect
to  the  trust  funds representing such deposit or by the Trustee for such trust
funds  or  (ii)  all  necessary registrations under said Act have been effected.

                                        51
<PAGE>
     (g)  Notwithstanding  any other provisions of this Section, such defeasance
or  covenant  defeasance  shall be effected in compliance with any additional or
substitute  terms, conditions or limitations which may be imposed on the Company
in  connection  therewith  pursuant  to  Section  301.

     Section  1405.  Deposited  Money  and  Government Obligations to Be Held in
Trust;  Other  Miscellaneous  Provisions.  Subject to the provisions of the last
paragraph  of  Section  1003,  all  money  and  Government Obligations (or other
property  as  may  be  provided pursuant to Section 301) (including the proceeds
thereof)  deposited  with the Trustee (or other qualifying trustee, collectively
for  purposes  of  this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto  shall  be  held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons as pertaining thereto 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  Holders  of  such  Securities  and any coupons appertaining
thereto  of  all sums due and to become due thereon in respect of principal (and
premium,  if  any)  and interest and Additional Interest, if any, but such money
need  not  be  segregated from other funds except to the extent required by law.

     The  Company  shall  pay  and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant  to  Section  1404  or  the  principal and interest received in respect
thereof  other  than  any  such tax, fee or other charge which by law is for the
account  of  the  Holders  of  such  Outstanding  Securities  and  any  coupons
appertaining  thereto.

     Anything  in  this  Article  to  the  contrary  notwithstanding, subject to
Section  606,  the Trustee shall deliver or pay to the Company from time to time
upon  Company Request any money or Government Obligations (or other property and
any  proceeds  therefrom)  held  by it as provided in Section 1404 which, in the
opinion  of  a  nationally  recognized  firm  of  independent public accountants
expressed  in  a  written certification thereof delivered to the Trustee, are in
excess  of  the  amount  thereof which would then be required to be deposited to
effect  a  defeasance  or covenant defeasance, as applicable, in accordance with
this  Article.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

     Section  1501.  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  1502.  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  1501,  to  be held at such time and at such place in the
Borough  of  Manhattan, New York City, 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  21  nor  more  than  180  days  or  to  the  date  fixed  for the meeting.

     (b) In case at any time the Company, 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 1501, 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 21 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, New York City, for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection (a) of this
Section.

                                        52
<PAGE>
     Section  1503.  Persons Entitled to Vote at Meeting. 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  1504.  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; provided, however,
that  if, any action is to be taken at such meeting with respect to a consent or
waiver  which  this  Indenture expressly provides may be given by the Holders of
not  less  than  a  specified  percentage in principal amount of the Outstanding
Securities  of  a series, the Persons entitled to vote such specified percentage
in  principal  amount  of  the  Outstanding  Securities  of  such  series  shall
constitute a quorum. In the absence of a quorum within 30 minutes after 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  the  reconvening of any such adjourned meeting, such
adjourned  meeting  may  be  further  adjourned for a period of not less than 10
days;  at the reconvening of any meeting adjourned or further adjourned for lack
of  a quorum, the persons entitled to vote 25% in the aggregate principal amount
of  the  Securities  at  the  time outstanding shall constitute a quorum for the
taking  of any action set forth in the notice of the original meeting. Notice of
the  reconvening  of any adjourned meeting shall be given as provided in Section
1502(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 902, 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 persons entitled to
vote  a  majority  in  aggregate  principal amount of the Outstanding Securities
represented  at  such meeting; provided, however, that, except as limited by the
proviso  to  Section  902,  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 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.

     Notwithstanding  the  foregoing  provisions  of  this  Section 1504, if any
action  is  to be taken at a meeting of Holders of Securities of any series with
respect  to  any  request,  demand,  authorization,  direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or  taken  by  the  Holders of a specified percentage in principal amount of all
Outstanding  Securities  affected  thereby, or of the Holders of such series and
one  or  more  additional  series:

          (i) there shall be no minimum quorum requirement for such meeting; and

          (ii)  the  principal  amount  of  the  Outstanding  Securities of such
series  that  vote  in  favor of such request, demand, authorization, direction,
notice,  consent,  waiver  or  other  action  shall  be  taken  into  account in
determining  whether  such  request,  demand,  authorization, direction, notice,
consent,  waiver  or  other  action  has  been  made,  given or taken under this
Indenture.

     Section  1505.  Determination  of Voting Rights; Conduct and Adjournment of
Meetings.

     (a)  Notwithstanding any 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 holding 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.

                                        53
<PAGE>
     (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 1502(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 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 1502 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  1506.  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 fact, setting forth a
copy  of  the  notice  of  the meeting and showing that said notice was given as
provided  in  Section  1502 and, if applicable, Section 1504. 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.

                                 ARTICLE SIXTEEN

                                  SUBORDINATION

     Section  1601.  Securities  Subordinate to Senior Indebtedness. The Company
covenants  and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter
set  forth  in  this  Article  (subject  to  Article  Four),  the payment of the
principal  of,  premium, if any, and interest (including Additional Interest, if
any) on each and all of the Securities are hereby expressly made subordinate and
subject  in  right of payment to the prior payment in full in cash of all Senior
Indebtedness.

     Section  1602.  Payment of Proceeds Upon Dissolution, Etc. Upon any payment
or  distribution  of  assets  of  the Company to creditors upon any liquidation,
dissolution,  winding-up,  reorganization,  assignment  for  the  benefit  of
creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or
similar  proceedings  of  the Company (each such event, if any, referred to as a
"Proceeding"),  the  holders of Senior Indebtedness shall be entitled to receive
payment  in  full of all amounts due on or to become due on or in respect of all
Senior  Indebtedness  (including  any  interest  accruing  thereon  after  the
commencement  of  any such Proceeding, whether or not allowed as a claim against
the  Company  in  such  Proceeding),  before  the  Holders of the Securities are
entitled to receive any payment or distribution (excluding any payment described
in  Section  1609)  on account of the principal of, premium, if any, or interest
(including  Additional  Interest, if any) on the Securities or on account of any
purchase, redemption or other acquisition of Securities by the Company (all such
payments, distributions, purchases, redemptions and acquisitions, whether or not
in  connection  with  a  Proceeding,  herein  referred  to,  individually  and
collectively,  as  a  "Payment").

                                        54
<PAGE>
     In  the  event  that,  notwithstanding  the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities,  prohibited  by the foregoing shall be received by the
Trustee  or the Holders of the Securities before all Senior Indebtedness is paid
in  full,  or provision is made for such payment in money in accordance with its
terms,  such  payment  or distribution shall be held in trust for the benefit of
and  shall be paid over or delivered to the holders of Senior Indebtedness or to
the  trustee  or  trustees under any indenture pursuant to which any instruments
evidencing  any  such  Senior  Indebtedness  may  have  been  issued,  as  their
respective  interests  may appear, as calculated by the Company, for application
to  the  payment  of  all  Senior  Indebtedness  remaining  unpaid to the extent
necessary  to  pay all Senior Indebtedness in full in accordance with its terms,
after  giving  effect  to  any  concurrent payment or distribution to or for the
holders  of  such  Senior  Indebtedness.

     For  purposes  of this Article, "assets of the Company" shall not be deemed
to  include  shares  of  stock  of  the Company as reorganized or readjusted, or
securities  of  the  Company  or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to
the  extent  provided  in  this  Article  with  respect to the Securities to the
payment  of  all  Senior  Indebtedness  that  may  at  the  time be outstanding,
provided,  however,  that  (i)  Senior  Indebtedness  is  assumed  by  the  new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii)  the  rights of the holders of the Senior Indebtedness are not, without the
consent  of  such  holders,  altered by such reorganization or readjustment. The
consolidation  of  the  Company with, or the merger of the Company into, another
corporation  or  the  liquidation  or  dissolution  of the Company following the
conveyance  or  transfer  of its property as an entirety, or substantially as an
entirety,  to  another corporation upon the terms and conditions provided for in
Article  Eight hereof shall not be deemed a dissolution, winding-up, liquidation
or  reorganization  for  the  purposes  of  this  Section  1602  if  such  other
corporation  shall,  as  a  part  of  such  consolidation, merger, conveyance or
transfer,  comply with the conditions stated in Article Eight hereof. Nothing in
Section  1603  or in this Section 1602 shall apply to claims of, or payments to,
the  Trustee  under  or  pursuant  to  Section  606.

     Section 1603. No Payment When Senior Indebtedness in Default. No payment of
any  principal,  including  redemption  payments,  if  any,  premium, if any, or
interest (including Additional Interest, if any) on the Securities shall be made
if

          (i) any Senior Indebtedness is not paid when due whether at the stated
maturity  of  such  payment  or  by call for redemption and any applicable grace
period  with  respect  to  such  default  has ended, with such default remaining
uncured  and  such  default  has  not  been waived or otherwise ceased to exist;

          (ii)  a default on Senior Indebtedness exists that permits the holders
of  such  Senior  Indebtedness  to  accelerate  its  maturity;  or

          (iii)  notice  has  been given of the exercise of an option to require
repayment,  mandatory  payment  or  prepayment  of  Senior  Indebtedness.

     In  the  event  that, notwithstanding the foregoing, the Company shall make
any  Payment to the Trustee or any Holder prohibited by the foregoing provisions
of this Section, then in such event such Payment shall be held in trust and paid
over  and  delivered  forthwith  to  the  holders  of  the  Senior Indebtedness.

     The  provisions of this Section shall not apply to any Payment with respect
to  which  Section  1602  hereof  would  be  applicable.

     Section  1604.  Payment  Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
the  Company,  at any time except during the pendency of any Proceeding referred
to  in  Section  1602  hereof  or under the conditions described in Section 1603
hereof,  from  making Payments. Nothing in this Article shall have any effect on
the  right  of  the  Holders  or  the  Trustee to accelerate the maturity of the
Securities  upon  the  occurrence of an Event of Default, but, in that event, no
payment  may be made in violation of the provisions of this Article with respect
to  the  Securities.  If  payment of the Securities is accelerated because of an
Event  of  Default,  the Company shall promptly notify the holders of the Senior
Indebtedness  (or  their  representatives)  of  such  acceleration.

                                        55
<PAGE>
     Section  1605. Subrogation to Rights of Holders of Senior Indebtedness. The
rights of the Holders of the Securities shall be subrogated to the rights of the
holders  of  such  Senior  Indebtedness to receive payments and distributions of
cash,  property  and  securities applicable to the Senior Indebtedness until the
principal  of,  premium, if any, and interest (including Additional Interest, if
any)  on  the  Junior  Subordinated Notes shall be paid in full. For purposes of
such  subrogation,  no  payments  or  distributions to the holders of the Senior
Indebtedness  of  any  cash,  property or securities to which the Holders of the
Securities  or  the  Trustee would be entitled except for the provisions of this
Article,  and  no  payments  pursuant  to  the provisions of this Article to the
holders  of  Senior  Indebtedness  by  Holders of the Securities or the Trustee,
shall,  as  among  the  Company,  its  creditors  other  than  holders of Senior
Indebtedness  and  the  Holders  of  Securities,  be  deemed  to be a payment or
distribution  by  the  Company  to  or  on  account  of the Senior Indebtedness.

     Section  1606.  Provisions Solely to Define Relative Rights. The provisions
of  this  Article  are  and  are intended solely for the purpose of defining the
relative  rights  of  the  Holders  on  the  one  hand and the holders of Senior
Indebtedness  on  the other hand. Nothing contained in this Article or elsewhere
in  this  Indenture  or in the Securities is intended to or shall (a) impair, as
among  the  Company, its creditors other than holders of Senior Indebtedness and
the  Holders of the Securities, the obligation of the Company, which is absolute
and  unconditional  (and  which, subject to the rights under this Article of the
holders  of  Senior  Indebtedness,  is  intended  to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities the
principal  of,  premium, if any, and interest (including Additional Interest, if
any)  on  the  Securities  as  and when the same shall become due and payable in
accordance  with  their  terms;  or  (b)  affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the  holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any  Security from exercising all remedies otherwise permitted by applicable law
upon  default  under  this  Indenture, subject to the rights, if any, under this
Article  of  the  holders  of  Senior Indebtedness to receive cash, property and
securities  otherwise  payable  or deliverable to the Trustee or such Holder or,
under  the  conditions  specified  in  Section  1603,  to  prevent  any  payment
prohibited  by  such Section or enforce their rights pursuant to the penultimate
paragraph  in  Section  1603.

     Section  1607.  Trustee  to  Effectuate  Subordination.  Each  Holder  of a
Security  by  his  acceptance  thereof authorizes and directs the Trustee on his
behalf  to take such action as may be necessary or appropriate to effectuate the
subordination  provided  in  this  Article  and  appoints  the  Trustee  his
attorney-in-fact  for  any and all such purposes, including, in the event of any
dissolution,  winding-up,  liquidation or reorganization of the Company, whether
in  bankruptcy,  insolvency,  receivership proceedings, or otherwise, the timely
filing  of  a  claim  for  the unpaid balance of the indebtedness of the Company
owing to such Holder in the form required in such proceedings and the causing of
such  claim  to  be  approved.

     Section  1608.  No  Waiver  of  Subordination  Provisions.  No right of any
present or future holder of any Senior Indebtedness to enforce the subordination
provisions  provided  herein  shall  at  any  time  in  any way be prejudiced or
impaired  by  any act or failure to act on the part of the Company or by any act
or  any  failure  to  act,  in  good  faith,  by  any  such  holder,  or  by any
noncompliance  by  the  Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have to be or
be  otherwise  charged  with.

     Without  in any way limiting the generality of the foregoing paragraph, the
holders  of  Senior Indebtedness may, at any time and from time to time, without
the  consent  of  or  notice  to  the  Trustee or the Holders of the Securities,
without  incurring  responsibility  to the Holders of the Securities and without
impairing  or  releasing  the  subordination  provided  in  this  Article or the
obligations  hereunder of the Holders of the Securities to the holders of Senior
Indebtedness,  do  any one or more of the following: i) change the manner, place
or terms of payment or extend the time for payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or  any  instrument  evidencing  the  same  or  any agreement under which Senior
Indebtedness  is  outstanding; (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iv) release any Person liable in any manner for the collection of
Senior  Indebtedness; (v) exercise or refrain from exercising any rights against
the  Company  and  any  other Person; or (vi) apply any sums received by them to
Senior  Indebtedness.

                                        56
<PAGE>
     Section  1609.  Trust  Moneys  Not  Subordinated.  Notwithstanding anything
contained  herein  to  the  contrary,  payments  from money held in trust by the
Trustee under Article Four for the payment of the principal of, premium, if any,
and interest (including Additional Interest, if any) on any series of Securities
shall  not  be  subordinated  to the prior payment of any Senior Indebtedness or
subject  to  the  restrictions  set  forth in this Article and no Holder of such
Securities  nor  the  Trustee  shall be obligated to pay over such amount to the
Company,  any  holder  of Senior Indebtedness (or a designated representative of
such  holder)  or  any  other  creditor  of  the  Company.

     Section  1610. Notice to the Trustee. The Company shall give prompt written
notice  to a Responsible Officer of the Trustee of any fact known to the Company
that  would prohibit the making of any payment of monies to or by the Trustee in
respect  of  the  Securities  pursuant  to  the  provisions  of  this  Article.
Notwithstanding  the  provisions  of this Article or any other provision of this
Indenture,  the  Trustee shall not be charged with knowledge of the existence of
any  facts  that would prohibit the making of any payment of monies to or by the
Trustee  in respect of the Securities pursuant to the provisions of this Article
unless  and  until  a  Responsible  Officer  of  the Trustee shall have received
written  notice  thereof  at  the Corporate Trust Office of the Trustee from the
Company  or  a  holder  or  holders  of  Senior Indebtedness or from any trustee
therefor;  and  before  the  receipt  of  any  such written notice, the Trustee,
subject  to  the provisions of Section 601, shall be entitled in all respects to
assume  that  no  such facts exist; provided, however, that if the Trustee shall
not  have  received  the  notice  provided for in this Section 1610 at least two
Business  Days  prior to the date upon which, by the terms hereof, any money may
become  payable  for  any purpose (including, without limitation, the payment of
the  principal  of  (or  premium,  if  any)  or interest on any Security), then,
anything  herein  contained  to  the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes  for  which they were received, and shall not be affected by any notice
to  the  contrary  that  may be received by it within two Business Days prior to
such  date.

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

     Section  1611.  Reliance  on  Judicial  Order or Certificate of Liquidating
Agent.  Upon any payment or distribution of assets of the Company referred to in
this  Article, the Trustee, subject to the provisions of Section 601 hereof, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered  by  any  court  of  competent  jurisdiction in which such Proceeding is
pending,  or  a  certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making  such payment or distribution, delivered to the Trustee or to the Holders
of  Securities,  for  the  purpose  of  ascertaining  the  Person  entitled  to
participate  in  such  payment  or  distribution,  the  holders  of  the  Senior
Indebtedness,  the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article,
provided  that the foregoing shall apply only if such court has been apprised of
the  provisions  of  this  Article.

     Section  1612.  Trustee  Not  Fiduciary for Holders of Senior Indebtedness;
Subject to the provisions of Section 601, the Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and shall not be liable
to  any such holders if it shall in good faith mistakenly pay over or distribute
to Holders of Securities or to the Company or to any other Person cash, property
or  securities  to which any holders of Senior Indebtedness shall be entitled by
virtue  of  this  Article  or  otherwise.

     Section  1613.  Rights  of  Trustee  as  Holder  of  Senior  Indebtedness;
Preservation  of  Trustee's Rights. The Trustee in its individual capacity shall
be  entitled  to  all  the  rights set forth in this Article with respect to any
Senior  Indebtedness  which may at any time be held by it, to the same extent as
any  other  holder  of  Senior Indebtedness, and nothing in this Indenture shall
deprive  the  Trustee  of  any  of  its  rights  as  such  holder.

                                        57
<PAGE>
     Nothing  in  this  Article  shall  apply  to claims of, or payments to, the
Trustee  or  pursuant  to  Section  606  hereof.

     Section  1614. Article Applicable to Paying Agents. In case at any time any
Paying  Agent  other  than  the  Trustee  (or the Company or an Affiliate of the
Company)  shall have been appointed by the Company and be then acting hereunder,
the  term  "Trustee"  as  used  in  this  Article shall in such case (unless the
context  otherwise  required)  be  construed  as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying  Agent  were  named  in  this  Article  in addition to or in place of the
Trustee.

     Section  1615.  Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Security acknowledges and agrees that the
foregoing  subordination  provisions  are, and are intended to be, an inducement
and  a  consideration  to  each  holder of any Senior Indebtedness, whether such
Senior  Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to  have  relied on such subordination provisions in acquiring and continuing to
hold,  or  to  continue  to  hold,  such  Senior  Indebtedness.

                                ARTICLE SEVENTEEN

                            MISCELLANEOUS PROVISIONS

     Section  1701. Assignment; Binding Effect. The Company shall have the right
at  all times to assign any of its rights or obligations under this Indenture to
a  direct  or indirect wholly-owned subsidiary of the Company, provided that, in
the  event of any such assignment, the Company shall remain primarily liable for
the  performance of all such obligations. This Indenture may also be assigned by
the  Company  in  connection with a transaction described in Article Eight. This
Indenture  shall  be  binding  upon and inure to the benefit of the Company, the
Trustee,  the  Holders, any Security Registrar, Paying Agent, and Authenticating
Agent  and,  to  the extent specifically set forth herein, the holders of Senior
Indebtedness  and  their  respective  successors  and assigns. The provisions of
clause  (2)  of  Section 508 are for the benefit of the holders of the series of
Trust  Securities  referred  to  therein  and,  prior  to the dissolution of the
related  Securities  Trust, may be enforced by such holders. A holder of a Trust
Security  shall  not  have  the  right,  as  such a holder, to enforce any other
provision  of  this  Indenture.

     Section  1702.  Additional  Interest.  Whenever  there is mentioned in this
Indenture,  in any context, the payment of the principal of, premium, if any, or
interest  on, or in respect of, any Security of any series such mention shall be
deemed  to include mention of the payment of Additional Interest provided for by
the  terms  of  such  series  of Securities to the extent that, in such context,
Additional  Interest  is, was or would be payable in respect thereof pursuant to
such  terms,  and  express  mention of the payment of Additional Interest in any
provisions  hereof  shall  not  be construed as excluding Additional Interest in
those  provisions  hereof  where  such  express  mention  is  not  made.

     This Indenture 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  Indenture.

                                        58
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Indenture to be
duly  executed  all  as  of  the  day  and  year  first  above  written.

               SEMCO  ENERGY  INC.

               By: /s/William L. Johnson
                    William  L.  Johnson
                    Chairman  of  the  Board  and
                    Chief  Executive  Officer

Attest: /s/Sherry L. Abbott
     Sherry  L.  Abbott
     Secretary

               Bank  One  Trust  Company,  National  Association
                    as  Trustee

               By: /s/Ernest J. Peck
                    Title:  Vice President

Attest:  /s/J. Michael Banas
     Title:  Vice )President


                                        59
<PAGE>
STATE  OF  MICHIGAN     )
                        )     ss:
COUNTY  OF  ST. CLAIR   )

     On  the  17th  day  of  April,  2000,  before me personally came William L.
Johnson, to me known, who, being by me duly sworn, did depose and say that he is
Chairman  of  the Board and Chief Executive Officer of SEMCO ENERGY INC., one of
the  parties  described in and which executed the foregoing instrument, and that
he  signed  his  name  thereto  by  authority  of  the  Board  of  Directors.



(Notarial  Seal)

     /s/Joyce A. Ford
     Notary  Public
     COMMISSION  EXPIRES 10/10/03

STATE  OF MICHIGAN)
                  )     ss:
COUNTY  OF WAYNE  )

     On  the  17th day of April, 2000, before me personally came Ernest J. Peck,
to me known, who, being by me duly sworn, did depose and say that he/she resides
at  -------------,  that  he/she  is a Vice President of Bank One Trust Company,
National  Association,  one  of the parties described in and which  executed the
foregoing  instrument,  and that he/she signed his/her name thereto by authority
of  the  Board  of  Directors.


(Notarial  Seal)


     /s/Pamela Nagel Goers
     Notary  Public
     COMMISSION  EXPIRES 12/08/03


                                        60
<PAGE>
                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR
              TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

(Insert  title  or  sufficient  description  of  Securities  to  be  delivered)

     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  person(s)  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 person(s)"), (ii) are owned by United States person(s) that are
(a)  foreign  branches  of  United  States  financial  institutions  (financial
institutions,  as  defined  in  United  States  Treasury  Regulations  Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who 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  SEMCO  Energy,  Inc.,  or  its agent that such financial
institution  will  comply  with the requirements of Section 165(j)(3)(A), (B) or
(C)  of  the  United  States  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  United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and,  in  addition,  if  the  owner  is  a  United  States  or foreign financial
institution  described  in  clause  (iii) above (whether or not also ascribed 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.

     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 above-captioned
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 certificate excepts and does not relate to {U.S.$} of such interest in
the  above-captioned  Securities  in respect of which we are not able to certify
and  as to which we understand an exchange for an interest in a Permanent Global
Security  or  an  exchange  for  and  delivery  of definitive Securities (or, if
relevant,  collection  of  any  interest) cannot be made until we do so certify.

                                      A-1-1
<PAGE>
     We  understand  that  this  certificate  may be required in connection with
certain  tax  legislation  in  the  United  States.  If  administrative or legal
proceedings  are  commenced  or  threatened  in  connection  with  which  this
certificate  is  or  would  be relevant, we irrevocably authorize you to produce
this  certificate or a copy thereof to any interested party in such proceedings.
Dated:  19

(To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the  relevant  Interest  Payment  Date occurring prior to the Exchange Date,  as
applicable)

     (Name  of  Person  Making  Certification)

     (Authorized  Signature)
     Name:
     Title:

                                      A-1-2
<PAGE>
                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

     CERTIFICATE

(Insert  title  or  sufficient  description  of  Securities  to  be  delivered)

     This  is  to  certify  that, based solely on written certifications that we
have  received  in  writing,  by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the  principal amount set forth below (our "Member Organizations") substantially
in  the form attached hereto, as of the date hereof, {U.S.$} principal amount of
the  above-captioned  Securities (i) is owned by person(s) 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 person(s)"), (ii) is
owned  by United States person(s) that are (a) foreign branches of United States
financial  institutions  (financial  institutions,  as  defined in U.S. Treasury
Regulations  Section  1.165-12(c)(1)(v)  are  herein  referred  to as "financial
institutions")  purchasing  for  their  own account or for resale, or (b) United
States  person(s) who 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  financial  institution  has agreed, on its own behalf or through its
agent,  that  we  may advise SEMCO Energy, Inc. or its agent that such financial
institution  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
institution(s)  for  purposes of resale during the restricted period (as defined
in  United  States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the  further effect, that 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.

     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  further  certify  that  (i)  we  are  not making available herewith for
exchange  (or,  if  relevant,  collection  of  any  interest) any portion of the
temporary  global  Security representing the above-captioned Securities excepted
in  the above referenced certificates of Member organizations and (ii) 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, collection of any interest) are no longer true and
cannot  be  relied  upon  as  of  the  date  hereof.

                                      A-2-1
<PAGE>
     We  understand  that  this  certification  is  required  in connection with
certain  tax  legislation  in  the  United  States.  If  administrative or legal
proceedings  are  commenced  or  threatened  in  connection  with  which  this
certificate  is  or  would  be relevant, we irrevocably authorize you to produce
this  certificate or a copy thereof to any interested party in such proceedings.

Dated:19

(To  be  dated  no  earlier  than  the  Exchange  Date  or
the  relevant  Interest  Payment  Date  occurring  prior
to  the  Exchange  Date,  as  applicable)

     (Morgan  Guaranty  Trust  of  New  York,
          Brussels  Office,)  as
     Operator  of  the  Euroclear  System  or
          Cedel  S.A.)

     By:





DETROIT  15245-21  508912-2


                                      A-2-2