<PAGE>

                                                                    Exhibit 4.4

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





                       ANHEUSER-BUSCH COMPANIES, INC.

                                     TO

                          THE CHASE MANHATTAN BANK

                                   TRUSTEE


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


                                  INDENTURE

                          DATED AS OF JULY 1, 2001



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


                               DEBT SECURITIES





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


<PAGE>
<PAGE>

<TABLE>
                                           CROSS REFERENCE SHEET

                                                  BETWEEN
                                               THE INDENTURE
                                                    AND
                                      THE TRUST INDENTURE ACT OF 1939


<CAPTION>
     TRUST INDENTURE ACT SECTION                                                         INDENTURE SECTION
     ---------------------------                                                         -----------------
     <S>                                                                                 <C>
       Section 310  (a)(1).............................................................. 609
                    (a)(2).............................................................. 609
                    (a)(3).............................................................. Not Applicable
                    (a)(4).............................................................. Not Applicable
                    (a)(5).............................................................. 609
                    (b)................................................................. 608, 610
                    (c)................................................................. Not Applicable
       Section 311  (a)................................................................. Not Applicable
                    (b)................................................................. Not Applicable
                    (c)................................................................. Not Applicable
       Section 312  (a)................................................................. 701, 702(a)
                    (b)................................................................. 702(b)
                    (c)................................................................. 702(c)
       Section 313  (a)................................................................. 703(a)
                    (b)................................................................. Not Applicable
                    (c)................................................................. 703(a), 703(b)
                    (d)................................................................. 703(b)
       Section 314  (a)................................................................. 704, 1104
                    (b)................................................................. Not Applicable
                    (c)(1).............................................................. 102
                    (c)(2).............................................................. 102
                    (c)(3).............................................................. Not Applicable
                    (d)................................................................. Not Applicable
                    (e)................................................................. 102
                    (f)................................................................. Not Applicable
       Section 315  (a)................................................................. 601(a)
                    (b)................................................................. 602, 703
                    (c)................................................................. 601(b)
                    (d)................................................................. 601(c)
                    (d)(1).............................................................. 601(a)
                    (d)(2).............................................................. 601(c)(2)
                    (d)(3).............................................................. 601(c)(3)
                    (e)................................................................. 514
       Section 316  (a)(1)(A)........................................................... 502, 512
                    (a)(1)(B)........................................................... 513
                    (a)(2).............................................................. Not Applicable
                    (b)................................................................. 508
                    (c)................................................................. 104(e)
       Section 317  (a)(1).............................................................. 503
                    (a)(2).............................................................. 504
                    (b)................................................................. 1003
       Section 318  (a)................................................................. 107


       NOTE:  This cross reference sheet shall not, for any purpose, be deemed to be a part of the Indenture.
</TABLE>


<PAGE>
<PAGE>

<TABLE>
                                                 TABLE OF CONTENTS
<S>                                                                                                              <C>
ARTICLE ONE--DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................1

   Section 101.  Definitions......................................................................................1
   Section 102.  Compliance Certificates and Opinions.............................................................8
   Section 103.  Form of Documents Delivered to Trustee...........................................................9
   Section 104.  Acts of Holders..................................................................................9
   Section 105.  Notices, etc., to Trustee and Company...........................................................10
   Section 106.  Notices to Holders; Waiver......................................................................10
   Section 107.  Conflict with Trust Indenture Act...............................................................11
   Section 108.  Effect of Headings and Table of Contents........................................................11
   Section 109.  Successors and Assigns..........................................................................11
   Section 110.  Separability Clause.............................................................................11
   Section 111.  Benefits of Indenture...........................................................................11
   Section 112.  Governing Law...................................................................................11
   Section 113.  Legal Holidays..................................................................................11
   Section 114.  Act of Holders when Securities are Denominated in Different Currencies..........................12
   Section 115.  Monies of Different Currencies to be Segregated.................................................12
   Section 116.  Payment to be in Proper Currency................................................................12

ARTICLE TWO--SECURITY FORMS......................................................................................12

   Section 201.  Forms Generally.................................................................................12
   Section 202.  Form of Face of Security........................................................................13
   Section 203.  Form of Trustee's Certificate of Authentication.................................................15
   Section 204.  Form of Reverse of Security.....................................................................15

ARTICLE THREE--THE SECURITIES....................................................................................18

   Section 301.  Title and Terms.................................................................................18
   Section 302.  Denominations...................................................................................19
   Section 303.  Execution, Authentication, Delivery and Dating..................................................19
   Section 304.  Temporary Securities............................................................................21
   Section 305.  Global Securities...............................................................................21
   Section 306.  Registration, Registration of Transfer and Exchange.............................................23
   Section 307.  Mutilated, Destroyed, Lost and Stolen Securities................................................24
   Section 308.  Payment of Interest; Interest Rights Preserved..................................................25
   Section 309.  Persons Deemed Owners...........................................................................26
   Section 310.  Cancellation....................................................................................26

ARTICLE FOUR--SATISFACTION AND DISCHARGE.........................................................................26

   Section 401.  Satisfaction and Discharge of Indenture.........................................................26
   Section 402.  Application of Trust Money......................................................................27

ARTICLE FIVE--REMEDIES...........................................................................................27

   Section 501.  Events of Default...............................................................................27
   Section 502.  Acceleration of Maturity; Rescission and Annulment..............................................28
   Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.................................29
   Section 504.  Trustee May File Proofs of Claim................................................................30
   Section 505.  Trustee May Enforce Claims Without Possession of Securities.....................................31
   Section 506.  Application of Money Collected..................................................................31
   Section 507.  Limitation on Suits.............................................................................32
   Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.......................32
   Section 509.  Restoration of Rights and Remedies..............................................................33
   Section 510.  Rights and Remedies Cumulative..................................................................33

                                     ii

<PAGE>
<PAGE>

   Section 511.  Delay or Omission Not Waiver....................................................................33
   Section 512.  Control by Holders..............................................................................33
   Section 513.  Waiver of Past Defaults.........................................................................33
   Section 514.  Undertaking for Costs...........................................................................34
   Section 515.  Waiver of Stay or Extension Laws................................................................34
   Section 516.  Exemption from Individual Liability.............................................................34

ARTICLE SIX--THE TRUSTEE.........................................................................................35

   Section 601.  Certain Duties and Responsibilities.............................................................35
   Section 602.  Notice of Defaults..............................................................................36
   Section 603.  Certain Rights of Trustee.......................................................................36
   Section 604.  Not Responsible for Recitals or Issuance of Securities..........................................37
   Section 605.  May Hold Securities.............................................................................37
   Section 606.  Money Held in Trust.............................................................................37
   Section 607.  Compensation and Reimbursement..................................................................37
   Section 608.  Disqualification; Conflicting Interests.........................................................38
   Section 609.  Corporate Trustee Required; Eligibility.........................................................38
   Section 610.  Resignation and Removal; Appointment of Successor...............................................38
   Section 611.  Acceptance of Appointment by Successor..........................................................39
   Section 612.  Merger, Conversion, Consolidation or Succession to Business.....................................40

ARTICLE SEVEN--HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................41

   Section 701.  Company to Furnish Trustee Names and Addresses of Holders.......................................41
   Section 702.  Preservation Of Information; Communications to Holders..........................................41
   Section 703.  Reports by Trustee..............................................................................42
   Section 704.  Reports by Company..............................................................................42

ARTICLE EIGHT--CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.....................................................43

   Section 801.  Company May Consolidate, etc., only on Certain Terms............................................43
   Section 802.  Successor Corporation Substituted...............................................................43
   Section 803.  Evidence to be Furnished Trustee................................................................44

ARTICLE NINE--SUPPLEMENTAL INDENTURES............................................................................44

   Section 901.  Supplemental Indentures without Consent of Holders..............................................44
   Section 902.  Supplemental Indentures with Consent of Holders.................................................45
   Section 903.  Execution of Supplemental Indentures............................................................45
   Section 904.  Effect of Supplemental Indentures...............................................................46
   Section 905.  Conformity with Trust Indenture Act.............................................................46
   Section 906.  Reference in Securities to Supplemental Indentures..............................................46

ARTICLE TEN--COVENANTS...........................................................................................46

   Section 1001.  Payment of Principal, Premium and Interest.....................................................46
   Section 1002.  Maintenance of Office or Agency................................................................46
   Section 1003.  Money for Security Payments to be Held in Trust; Appointment of Paying Agent...................47
   Section 1004.  Statement as to Default........................................................................48
   Section 1005.  Corporate Existence............................................................................48
   Section 1006.  Limitation upon Liens..........................................................................48
   Section 1007.  Sale-Leaseback Transactions Relating to Principal Plants.......................................50
   Section 1008.  Limitation Upon Funded Debt of Restricted Subsidiaries.........................................52
   Section 1009.  Maintenance of Insurance.......................................................................52
   Section 1010.  Waiver of Certain Covenants....................................................................52

ARTICLE ELEVEN--REDEMPTION OF SECURITIES.........................................................................53

   Section 1101.  Right of Redemption............................................................................53



                                     iii

<PAGE>
<PAGE>

   Section 1102.  Applicability of Article.......................................................................53
   Section 1103.  Election to Redeem; Notice to Trustee..........................................................53
   Section 1104.  Selection by Trustee of Securities to be Redeemed..............................................53
   Section 1105.  Notice of Redemption...........................................................................54
   Section 1106.  Deposit of Redemption Price....................................................................54
   Section 1107.  Securities Payable on Redemption Date..........................................................54
   Section 1108.  Securities Redeemed in Part....................................................................55

ARTICLE TWELVE--SINKING FUND.....................................................................................55

   Section 1201.  Sinking Fund Payments..........................................................................55
   Section 1202.  Satisfaction of Sinking Fund Payments with Securities..........................................55
   Section 1203.  Redemption of Securities for Sinking Fund......................................................56

ARTICLE THIRTEEN--DEFEASANCE AND COVENANT DEFEASANCE.............................................................56

   Section 1301.  Defeasance.....................................................................................56
   Section 1302.  Covenant Defeasance............................................................................56
   Section 1303.  Conditions to Defeasance or Covenant Defeasance................................................57
   Section 1304.  Application of Funds...........................................................................58
   Section 1305.  Reinstatement..................................................................................58
</TABLE>





                                     iv

<PAGE>
<PAGE>

     THIS INDENTURE, dated as of July 1, 2001, is between ANHEUSER-BUSCH
COMPANIES, INC., a Delaware corporation (hereinafter called the "Company")
having its principal office at One Busch Place, St. Louis, Missouri 63118,
and THE CHASE MANHATTAN BANK, a New York corporation (hereinafter called the
"Trustee").

                           RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
notes, debentures or other evidences of indebtedness (collectively, the
"Securities"), to be issued from time to time in one or more series (a
"Series") as provided in this Indenture and as shall be provided, in respect
of any Series, in or pursuant to the Authorizing Resolution hereinafter
referred to and in the indenture supplemental hereto (if any) relating to
such Series.

     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 from time to time by the Holders thereof, 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 Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

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

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

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

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies 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.

     "applicants" has the meaning specified in Section 702.


                                     1

<PAGE>
<PAGE>

     "Authenticating Agent" means the Trustee or other Person designated by
the Company from time to time, on written notice to the Trustee, to
authenticate and deliver Securities of one or more Series pursuant to
Section 303.

     "Authorizing Resolution" means a Board Resolution providing for the
issuance of a Series of Securities, which is to be delivered to the Trustee
pursuant to Section 303 hereof.

     "Board of Directors" means either the board of directors of the
Company, or any duly authorized committee of that board or any officer
authorized to act for the board of directors.

     "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" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the city in which
the Corporate Trust Office is located are authorized or obligated by law or
executive order to be closed.

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

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

     "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman or Vice
Chairman of the Board of Directors, the President, a Vice President (any
reference to a Vice President of the Company herein to be deemed also to
include any Vice President of the Company designated by a number or a word
or words added before or after such title) or the Treasurer of the Company,
and also by an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary, and delivered to the Trustee and to
the Authenticating Agent, if any, in respect of the Series to which the
Company Order shall relate.

     "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Indenture is
located at 450 West 33rd Street, New York, New York 10001, Attention:
Corporate Trust Department, 15th Floor.

     "Covenant Defeasance" has the meaning specified in Section 1302.

     "Default" means any event which is, or after notice or lapse of time or
both, would become an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 308.

     "Defeasance" has the meaning specified in Section 1301.

     "Depositary" means, with respect to any Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301 until a successor Depositary shall have become such



                                     2

<PAGE>
<PAGE>

pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person,
"Depositary", as used with respect to the Securities of any such Series,
shall mean or include the Depositary with respect to the Global Securities
of that Series.

     "Extendible Securities" means Securities of any Series issued hereunder
the final maturity of which is extendible for a stated period of time, as
shall be provided in, or pursuant to, the Authorizing Resolution and
supplemental indenture (if any) relating to such Series.

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

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     "Funded Debt" means (A) all indebtedness for money borrowed, including
purchase money indebtedness, having a maturity of more than twelve months
from the date as of which the amount thereof is to be determined or having a
maturity of less than twelve months but by its terms being renewable or
extendible beyond twelve months from such date at the option of the
borrower, subject only to conditions which the borrower is then capable of
fulfilling, and direct guarantees of such indebtedness for money borrowed of
other Persons; or (B) indebtedness classified as "long-term indebtedness" in
the financial statements of the borrower most recently filed with the
Commission pursuant to the Exchange Act; provided, that Funded Debt shall
not include:

         (i) Any indebtedness of a Person, evidence of which is held in
     treasury by such Person; or

         (ii) Any indebtedness with respect to which there shall have been
     deposited with a depository (or set aside and segregated by the obligor
     if permitted by the instrument creating such indebtedness), in trust,
     on or prior to maturity, funds sufficient to pay such indebtedness; or

         (iii) Any amount representing capitalized lease obligations; or

         (iv) Any indirect guarantees or other contingent obligations in
     respect of indebtedness of other Persons, including agreements,
     contingent or otherwise, with such other Persons or with third persons
     with respect to, or to permit or assure the payment of, obligations of
     such other Persons, including, without limitation, agreements to
     purchase or repurchase obligations of such other Persons, agreements to
     advance or supply funds to or to invest in such other Persons, or
     agreements to pay for property, products or services of such other
     Persons (whether or not conveyed, delivered or rendered), and any
     through-put, take-or-pay, keep-well, make-whole or maintenance of
     working capital or earnings or similar agreements; or

         (v) Any guarantees with respect to lease or other similar periodic
     payments to be made by other Persons.

     "Global Security" means a registered Security evidencing all or part of
a Series of Securities, issued to the Depositary for such Series in
accordance with Section 305, and bearing the legend prescribed in Section
305.

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


                                     3

<PAGE>
<PAGE>

     "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 forms and terms of particular Series of
Securities established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest-bearing
Securities, interest payable after Maturity.

     "Interest Payment Date" means, for any Series or Issue of Securities
issued and outstanding hereunder, the date or dates in each year on which
any interest on such Series is paid or made available for payment.

     "Issue" means, (i) with respect to any Series, Securities of such
Series having the same Original Issue Date, the same Maturity Date and the
same interest rate and other payment terms, except as to amount of principal
or (ii) any Securities that the Company designates by one or more
Authorizing Resolutions or indentures supplemental hereto as constituting
all or part of an Issue.

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

     "Maturity Date" means the date specified in each Security on which the
principal thereof is due and payable in full.

     "Net Tangible Assets" means the total assets of the Company and its
Restricted Subsidiaries (including, without limitation, any net investment
in Unrestricted Subsidiaries) after deducting therefrom (a) all current
liabilities (excluding any thereof constituting Funded Debt) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense, organization and developmental expenses and other like segregated
intangibles, all as computed by the Company and its Restricted Subsidiaries
in accordance with generally accepted accounting principles as of a date
within 90 days of the date as of which the determination is being made;
provided, that any items constituting deferred income taxes, deferred
investment tax credit or other similar items shall not be taken into account
as a liability or as a deduction from or adjustment to total assets.

     "Officers' Certificate" means a certificate signed by the Chairman or
Vice Chairman of the Board, or the President, a Vice President (any
reference to a Vice President of the Company to be deemed also to include
any Vice President of the Company designated by a number or a word or words
added before or after such title) or the Treasurer of the Company, and also
by an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or of counsel to the Company or other
counsel, and who shall be acceptable to the Trustee. Each such opinion shall
include the statements provided for in Section 102, if and to the extent
required by the provisions thereof.

     "Original Issue Date" means the date on which a Security is issued to
the original purchaser thereof, as specified in such Security.


                                     4

<PAGE>
<PAGE>

     "Original Issue Discount Securities" means Securities which provide 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, or Securities of
any particular Series or Issue, means, as of the date of determination, all
such Securities theretofore authenticated and delivered under this
Indenture, except:

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

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

         (iii) Securities in exchange for or in lieu of which other
     Securities have been authenticated and delivered pursuant to this
     Indenture;

     provided, however, that in determining whether the Holders of the
requisite principal amount of such Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder (a) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be the amount
that would be due and payable as of the date of determination upon a
declaration of acceleration thereof pursuant to Section 502 and (b)
Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which
the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor.

     "Packaging Business" means the assets identified as the "Packaging
Segment" (or similar terminology generally describing the same operations)
in the financial statements most recently delivered by the Company to the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act, and
any assets substantially related to such assets that are acquired after the
date of such financial statements.

     "Packaging Business Divestitures" means (i) the distribution (in the
form of a dividend) to stockholders of the Company of the capital stock of a
Subsidiary or Subsidiaries, substantially all of the assets of which consist
of all or any portion of the Packaging Business or (ii) the transfer of the
capital stock of a Subsidiary or Subsidiaries, substantially all of the
assets of which consist of all or any portion of the Packaging Business, or
the transfer of all or any portion of the Packaging Business, the
consideration for such transfer (including the liabilities assumed related


                                     5

<PAGE>
<PAGE>

thereto) being not less than the fair market value (as reasonably determined
by the Company) of such stock or assets.

     "Paying Agent" means, with respect to any Series of Securities, any
Person authorized by the Company to pay the principal of (and premium, if
any) or interest on any such Securities 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.

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

     "Principal Plant" means (i) any brewery, or any manufacturing,
processing or packaging plant, now owned or hereafter acquired by the
Company or any Subsidiary and located within the United States (but not
including any (a) brewery or plant of the Company or any Subsidiary which
the Company has determined, by Board Resolution, is not of material
importance to the total business conducted by the Company and its
Subsidiaries or (b) any plant that the Company shall have determined, by
Board Resolution, is used primarily for transportation, marketing or
warehousing or (c) at the option of the Company, any plant that (A) does not
constitute part of the brewing operations of the Company and its
Subsidiaries and (B) has a net book value, as reflected on the balance sheet
contained in the Company's financial statements most recently filed by the
Company with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act, of not more than $100,000,000), and (ii) any other facility
owned by the Company or any of its Subsidiaries that the Company shall, by
Board Resolution, designate as a Principal Plant. Following any
determination, designation or election referred to herein that a brewery or
plant shall not be included as a Principal Plant, the Company may, at its
option, by Board Resolution, elect that such facility subsequently be
included as a Principal Plant.

     "Redeemable Securities" means Securities of any Series or Issue which
may be redeemed, at the option of the Company, prior to the Stated Maturity
thereof, on the terms specified in or pursuant to the Authorizing Resolution
relating to such Series or Issue and in accordance with Article Eleven
herein.

     "Redemption Date" when used with respect to any Security of any Series
or Issue to be redeemed means the date fixed for such redemption by or
pursuant to the provisions of such Security, this Indenture and the
Authorizing Resolution and supplemental indenture (if any) relating to such
Security.

     "Redemption Price" when used with respect to any Security of any Series
or Issue to be redeemed means the price at which it is to be redeemed
pursuant to the provisions of such Security, this Indenture and the
Authorizing Resolution and supplemental indenture (if any) relating to such
Security.

     "Regular Record Date" means, for the interest payable on any Interest
Payment Date in respect of any Series or Issue of Securities, except as
provided in, or pursuant to, the Authorizing



                                     6

<PAGE>
<PAGE>

Resolution and supplemental indenture (if any) relating thereto, the
fifteenth day (whether or not a Business Day) of the calendar month next
preceding the month during which such Interest Payment Date occurs.

     "Required Currency" has the meaning specified in Section 116.

     "Responsible Officer" when used with respect to the Trustee or an
Authenticating Agent 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, the Cashier, any Assistant Cashier, any Senior
Trust Officer or Trust Officer, the Controller and any Assistant Controller
or any other officer of the Trustee or such Authenticating Agent customarily
performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.

     "Restricted Subsidiary" means (i) any Subsidiary which owns or operates
a Principal Plant, except any Subsidiary incorporated, or the principal
place of business of which is located, outside the present fifty states of
the United States of America and the District of Columbia and (ii) any other
Subsidiary which the Company shall elect, by Board Resolution, to be treated
as a Restricted Subsidiary, until such time as the Company may, by Board
Resolution, elect that such Subsidiary shall no longer be a Restricted
Subsidiary, successive such elections being permitted without restriction.

     "Securities" means the securities of the Company to be issued from time
to time hereunder.

     "Security Register" and "Security Registrar" have the respective
meanings specified in Section 306.

     "Series" means, with respect to Securities issued hereunder, the
Securities issued pursuant to any particular Authorizing Resolution, subject
to the right of the Board of Directors to specify in such Authorizing
Resolution that such Securities shall constitute more than one Series, and
subject to the right of the Board of Directors to specify in one or more
Authorizing Resolutions that the Securities issued pursuant to such
Authorizing Resolutions shall constitute one Series.

     "Sinking Fund" means, with respect to any Sinking Fund Securities, a
sinking fund provided for in Article Twelve.

     "Sinking Fund Securities" means Securities of any Series or Issue which
are required to be redeemed from time to time prior to the Stated Maturity
thereof in whole or in part under a Sinking Fund, on the terms specified in
the Authorizing Resolution relating to such Series or Issue and in
accordance with Article Twelve herein.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 308.

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


                                     7

<PAGE>
<PAGE>

     "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding capital stock having
ordinary voting power to elect more than 50% of the board of directors of
such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or
profits of such limited liability company, partnership or joint venture or
(c) the beneficial interest in such trust or estate is at the time directly
or indirectly owned or controlled by such Person, by such Person and one or
more of its other subsidiaries or by one or more such Person's other
subsidiaries.

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

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

     "Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary.

     "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the timely payment of which
its full faith and credit is pledged, (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America, the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the
issuer thereof or (z) interests in funds consisting solely of such
securities described in (x) and (y), including funds managed by the Trustee
or its Affiliates (including such funds for which it or its affiliates
receive fees in connection with such management).

     "Yield to Maturity" means, with respect to any Series or Issue of
Securities, the yield to maturity thereof, calculated at the time of
issuance thereof, or, if applicable, at the most recent redetermination of
interest thereon, and calculated in accordance with accepted financial
practice.

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

     Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than
certificates provided pursuant to Section 1004) shall include:


                                     8

<PAGE>
<PAGE>

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

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

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

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104.  ACTS OF HOLDERS.

     (a) Any request, demand, authorization, direction, notice, consent,
waiver, vote or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.


                                     9

<PAGE>
<PAGE>

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine.

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

     (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind 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 or
suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.

     (e) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to
be taken pursuant to this Indenture. If a record date is fixed, those
Persons who were Securityholders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or take any such action,
whether or not such Persons continue to be Holders after such record date.
No such consent shall be valid or effective for more than 120 days after
such record date.

SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Except as provided in Section 501, any request, demand, authorization,
direction, notice, consent, or waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,

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

         (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (except as provided in Section 501 (4)), if
     in writing and mailed, first class postage prepaid, to the Company, to
     the attention of the Secretary, and a copy thereof to the attention of
     the Treasurer, addressed to it at the address of the principal office
     of the Company specified in the first paragraph of this instrument or
     at such other address as shall have been furnished in writing to the
     Trustee by the Company for this purpose.

SECTION 106.  NOTICES TO HOLDERS; WAIVER.

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



                                     10

<PAGE>
<PAGE>

notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.  SUCCESSORS AND ASSIGNS.

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

SECTION 110.  SEPARABILITY CLAUSE.

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

SECTION 111.  BENEFITS OF INDENTURE.

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

SECTION 112.  GOVERNING LAW.

     This Indenture shall be construed in accordance with and governed by
the laws of the State of New York.

SECTION 113.  LEGAL HOLIDAYS.

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


                                     11

<PAGE>
<PAGE>

SECTION 114.  ACT OF HOLDERS WHEN SECURITIES ARE DENOMINATED IN DIFFERENT
              CURRENCIES.

     Whenever any action or Act is to be taken hereunder by the Holders of
two or more Series or Issues of Securities denominated in different
currencies, then, for the purposes of determining the principal amount of
Securities held by such Holders, the aggregate principal amount of the
Securities denominated in a currency other than United States dollars shall
be deemed to be that amount of United States dollars that could be obtained
for such principal amount on the basis of the spot rate of exchange for such
currency as determined by the Company or by an authorized exchange rate
agent and evidenced to the Trustee by an Officers' Certificate as of the
date the taking of such action or Act by the Holders of the requisite
percentage in principal amount of the Securities is evidenced to the
Trustee. An exchange rate agent may be authorized in advance or from time to
time by the Company, and may be the Trustee or its Affiliate. Any such
determination by the Company or by any such exchange rate agent shall be
conclusive and binding on all Holders and the Trustee, and neither the
Company nor such exchange rate agent shall be liable therefor in the absence
of bad faith.

SECTION 115.  MONIES OF DIFFERENT CURRENCIES TO BE SEGREGATED.

     The Trustee shall segregate monies, funds, and accounts held by the
Trustee hereunder in one currency from any monies, funds or accounts in any
other currencies, notwithstanding any provision herein which would otherwise
permit the Trustee to commingle such amounts.

SECTION 116.  PAYMENT TO BE IN PROPER CURRENCY.

     Each reference in any Security, or in the Authorizing Resolution
relating thereto, to any currency shall be of the essence. In the case of
any Security denominated in any currency (the "Required Currency") other
than United States dollars, except as otherwise provided therein or in the
related Authorizing Resolution, the obligation of the Company to make any
payment of principal, premium or interest thereon shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may
take such actions as it considers appropriate to exchange such currency for
the Required Currency. The costs and risks of any such exchange, including
without limitation the risks of delay and exchange rate fluctuation, shall
be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due
and payable, and in no circumstances shall the Trustee be liable therefor.
The Company hereby waives any defense of payment based upon any such tender
or recovery which is not in the Required Currency, or which, when exchanged
for the Required Currency by the Trustee, is less than the full amount of
Required Currency then due and payable.

                         ARTICLE TWO--SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

     The Securities of each Series and Issue and the certificate of
authentication thereon shall be in substantially the forms set forth in this
Article or in such other forms, including the form of one or more Global
Securities, as shall be specified in, or pursuant to, the Authorizing
Resolution or in the indenture supplemental hereto (if any) relating to such
Series or Issue, with such



                                     12

<PAGE>
<PAGE>

appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or the said Authorizing Resolution
or supplemental indenture, and they may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange, or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

     The definitive Securities of each Series shall be printed, lithographed
or engraved or produced by any combination of these methods on steel
engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, or,
if they shall not be listed on any securities exchange, in any other manner
consistent herewith, all as shall be determined by the officers executing
such Securities, as evidenced by their execution of such Securities.

SECTION 202.  FORM OF FACE OF SECURITY.

     [The following is to be included if the Security is an Original Issue
Discount Security:]

       [FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE
       CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS __% OF
       ITS PRINCIPAL AMOUNT AND ITS ISSUE DATE IS __________, 20__.]

                       ANHEUSER-BUSCH COMPANIES, INC.
                             [title of Security]

       Rate of Interest            Maturity Date           Original Issue Date
       ----------------            -------------           -------------------

       ............                                            No.............

         ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter
     called the "Company", which term includes any successor Person under
     the Indenture hereinafter referred to), for value received, hereby
     promises to pay to __________________, or registered assigns, the sum
     of ___________ on the Maturity Date shown above, and to pay interest
     thereon, at the annual rate of interest shown above, from the Original
     Issue Date shown above or from the most recent Interest Payment Date
     (as hereinafter defined) to which interest has been paid or duly
     provided for, payable semi-annually on _______________ and
     ______________ of each year and at maturity (an "Interest Payment
     Date"), commencing on the first such date after the Original Issue
     Date, except that if the Original Issue Date is on or after a Regular
     Record Date (which term, as well as all other capitalized terms used
     herein, shall have the meanings assigned in the Indenture referred to
     on the reverse hereof unless otherwise indicated) but before the next
     Interest Payment Date, interest payments will commence on the second
     Interest Payment Date following the Original Issue Date.

       [reference to currency[ies] of payment and currency exchange
         arrangements, if applicable]

         The interest payable hereon, and punctually paid or duly provided
     for, on any Interest Payment Date will, as provided in said Indenture,
     be paid to the Person in whose name this [name of Security] (or one or
     more Predecessor [name of Series]) is registered at the close of
     business on the Regular Record Date for such interest, which shall be
     the fifteenth day of the



                                     13

<PAGE>
<PAGE>

     calendar month (whether or not a Business Day) next preceding such
     Interest Payment Date. Any such interest not so punctually paid or duly
     provided for shall forthwith cease to be payable to the registered
     Holder on such Regular Record Date, and, together with any interest on
     such interest, may be paid to the Person in whose name this [name of
     Security] (or one or more Predecessor [name of Series]) is registered
     at the close of business on a Special Record Date for the payment of
     such Defaulted Interest to be fixed by the Trustee, notice whereof
     shall be given to Holders of [name of Series] not less than 10 days
     prior to such Special Record Date, or may be paid at any time in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the [name of Series] may be listed, and
     upon such notice as may be required by such exchange, all as more fully
     provided in such Indenture. Payment of the principal of (and premium,
     if any) and interest on this [name of Security] will be made at the
     office or agency of the Company maintained for that purpose in [The
     Borough of Manhattan, The City of New York or other place of payment],
     in [reference to United States dollars or other currency of payment];
     provided, however, that payment of interest, other than interest due on
     a Maturity Date, may be made at the option of the Company by check
     mailed to the address of the Person entitled thereto as such address
     shall appear on the Security Register. [Include the following, if
     applicable:] Payments on the Maturity Date will be made in immediately
     available funds against presentment of this [name of Security].

         This [name of Security] is one of a duly authorized issue of [name
     of Securities] of the Company designated as its [title of Series]
     (herein called the "[name of Series]"), issued and to be issued under
     an indenture dated as of July 1, 2001 (herein called the "Indenture"),
     between the Company and The Chase Manhattan Bank, as Trustee (herein
     called the "Trustee", which term includes any successor trustee under
     the Indenture), and under [reference to Authorizing Resolution and/or
     supplemental indenture relating to the Series] to which Indenture,
     [reference to Authorizing Resolution and/or supplemental indenture] and
     all [further] indentures supplemental thereto reference is hereby made
     for the definition of certain terms used herein, for a statement of the
     respective rights thereunder of the Company, the Trustee and the
     Holders of the [name of Series], and for the terms upon which the [name
     of Series] are, and are to be, authenticated and delivered. This [name
     of Series] is one of a series of securities issued or to be issued by
     the Company under the Indenture, limited in aggregate principal amount
     to ____________, subject to any subsequent issuances that may be
     authorized by subsequent Authorizing Resolutions or supplemental
     indentures. The Indenture provides that the Securities of the Company
     referred to therein ("Securities"), including the [name of Series], may
     be issued in one or more Series, each of which may consist of one or
     more Issues, which different Series and Issues may be issued in such
     principal amounts and on such terms (including, but not limited to,
     terms relating to interest rate or rates, provisions for determining
     such interest rate or rates and adjustments thereto, maturity,
     redemption (optional and mandatory), sinking fund, covenants and Events
     of Default) as may be provided in or pursuant to the Authorizing
     Resolutions (as defined in the Indenture) relating to the several
     Series.

         Reference is hereby made to the further provisions of this [name of
     Security] set forth on the reverse hereof which further provisions
     shall for all purposes have the same effect as if set forth at this
     place.


                                     14

<PAGE>
<PAGE>

         Unless the certificate of authentication hereon has been executed
     by The Chase Manhattan Bank, the Trustee under the Indenture, or its
     successor thereunder, or by another Authenticating Agent appointed
     pursuant to the Indenture, by the manual signature of one of its
     authorized officers, this [name of Security] shall not be entitled to
     any benefit under the Indenture, nor be valid or obligatory for any
     purpose.

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


     Dated                                 ANHEUSER-BUSCH COMPANIES, INC.
     Attest:

     By                                    By:
     [Assistant] Secretary                 [title of Company Officer]

SECTION 203.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     This is one of the [name of Series] referred to in the within-mentioned
Indenture.

                                            The Chase Manhattan Bank,
                                                   as Trustee
                                            By
     [reference to Authenticating Agent, if any]   Authorized Officer

         SECTION 204.  FORM OF REVERSE OF SECURITY.

     [The following to be included if the Securities are not redeemable
prior to maturity.]

         This [name of Security] may not be redeemed prior to its Maturity
Date.

     [The following paragraph, or other appropriate redemption provisions,
to be included if the Securities are Redeemable Securities:]

         The [name of Series] are subject to redemption upon not less than
     30 nor more than 60 days' notice by mail, [the following clause to be
     included if there is a Sinking Fund:] [(1) on [annual Sinking Fund
     Redemption Date] in each year commencing with the year [year of first
     Sinking Fund payment] through operation of the Sinking Fund at a
     Redemption Price equal to their principal amount and (2)] [at any time]
     in whole or in part, at the election of the Company at a Redemption
     Price equal to the percentage set forth below of the principal amount
     to be redeemed for the respective twelve-month periods beginning [      ]
     of the years indicated:

         [Schedule of Redemption Prices]

         and thereafter at 100% of the principal amount thereof, together in
     each case with accrued interest to the Redemption Date.

         [The following paragraph, or other appropriate Sinking Fund
     provision, to be included if there is a Sinking Fund for the Series:]


                                     15

<PAGE>
<PAGE>

         The Sinking Fund provides for the redemption on [first Sinking Fund
     Redemption Date] and on [annual Sinking Fund Redemption Date] in each
     year thereafter through [year of final Sinking Fund date] of not less
     than [minimum required Sinking Fund redemption amount] principal amount
     nor more than [maximum permitted Sinking Fund redemption amount]
     principal amount of [name of Series]. [name of Series] purchased,
     acquired or redeemed by the Company otherwise than by redemption
     through the Sinking Fund may be credited against subsequent Sinking
     Fund requirements.

         [The following paragraph to be included if the Securities are
     Redeemable Securities or Sinking Fund Securities:]

         In the event of redemption of this [name of Security] in part only,
     a new [name of Security] or [name of Series] for the unredeemed portion
     hereof shall be issued in the name of the Holder hereof upon the
     surrender hereof.

         [The following paragraph to be included if the Securities are not
     Original Issue Discount Securities:]

         If an Event of Default, as defined in the Indenture and in the
     Authorizing Resolution and supplemental indenture (if any) relating to
     the [name of Series] (if there shall be any additional Events of
     Default specified in respect of the [name of Series]), shall occur and
     be continuing, the principal of all the [name of Series] may be
     declared due and payable in the manner and with the effect provided in
     the Indenture.

         [If the Securities are Original Issue Discount Securities, insert
     schedule as to amounts which are payable on acceleration under Section
     502 and provable in bankruptcy under Section 504(i) from time to time.]

         No Holder of any Securities shall have any right to institute any
     proceeding, judicial or otherwise, with respect to the Indenture or for
     the appointment of a receiver or trustee, or for any other remedy under
     the Indenture, unless (1) the Trustee shall have received written
     notice from such Holder of a continuing Event of Default in respect of
     such Securities; (2) the Trustee shall have received a written request
     from the Holders of not less than 25% in principal amount of the
     Outstanding Securities of the Issue or Series in respect of which the
     Event of Default has occurred to institute proceedings in respect of
     such Event of Default in its own name as trustee under the Indenture;
     (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request; (4) the Trustee for 60 days after its
     receipt of such notice, request and offer of indemnity has failed to
     institute any such proceeding; and (5) no direction inconsistent with
     such written request has been given to the Trustee during such 60 day
     period by the Holders of a majority in principal amount of the
     Outstanding Securities of such Series or Issue.

         The Indenture permits, with certain exceptions as therein provided,
     the amendment thereof and the modification of the rights and
     obligations of the Company and the rights of the Holders of the [name
     of Series] under the Indenture at any time by the Company with the
     consent of the Holders of a majority in aggregate principal amount of
     the Securities affected thereby, voting as a single class (which may
     include the [name of Series]), at the time Outstanding, as defined in
     the Indenture. The Indenture also contains provisions permitting



                                     16

<PAGE>
<PAGE>

     the Holders of specified percentages in aggregate principal amount of
     the Securities at the time Outstanding to waive compliance by the
     Company with certain provisions of this Indenture and certain past
     defaults under the Indenture and their consequences. Any such consent
     or waiver by the Holder of this [name of Security] shall be conclusive
     and binding upon such Holder and upon all future Holders of this [name
     of Security] and of any [name of Security] issued on transfer hereof or
     in exchange herefor or in lieu hereof whether or not notation of such
     consent or waiver is made upon this [name of Security].

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

         As provided in the Indenture and subject to certain limitations
     therein set forth, the transfer of this [name of Security] is
     registrable on the Security Register of the Company, upon surrender of
     this [name of Security] for registration of transfer at the office or
     agency of the Company provided for that purpose, duly endorsed by, or
     accompanied by a written instrument of transfer in form satisfactory to
     the Company and the Security Registrar duly executed by, the Holder
     hereof or his attorney duly authorized in writing, and thereupon one or
     more new [name of Series], of authorized denominations and for the same
     aggregate principal amount, will be issued to the designated transferee
     or transferees.

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

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

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

         [Reference to Foreign Currencies]

         At the election of the Company, the obligations of the Company (a)
     as to the [name of Series] and under the Indenture with respect to the
     [name of Series] (except for certain obligations relating to transfers
     or exchanges) or (b) as to the [name of Series] under certain
     provisions of the Indenture, may be satisfied and discharged upon the
     satisfaction of certain conditions, including the deposit with the
     Trustee of money or U.S. Government Obligations (as defined in the
     Indenture) sufficient for payment of the principal, premium, if any,
     and interest at or before the Stated Maturity (as defined in the
     Indenture) on the [name of Series].

         No recourse shall be had for the payment of the principal of (or
     premium, if any) or the interest on this [name of Security], or for any
     claim based hereon, or otherwise in respect



                                     17

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<PAGE>

     hereof, or based on or in respect of the Indenture or any indenture
     supplemental thereto, against any incorporator, stockholder, officer or
     director, as such, past, present or future, of the Company or any
     successor corporation, whether by virtue of any constitution, statute
     or rule of law, or by the enforcement of any assessment or penalty or
     otherwise, all such liability being, by the acceptance hereof and as
     part of the consideration for the issue hereof, expressly waived and
     released.

                        ARTICLE THREE--THE SECURITIES

SECTION 301.  TITLE AND TERMS.

     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 and Issues. The
terms of each Series and Issue shall be as provided in an Authorizing
Resolution or supplemental indenture or shall be determined in the manner
specified therein. The terms to be specified in respect of each Series or
Issue in the Authorizing Resolution or supplemental indenture, or by such
person and/or procedures as shall be provided therein, shall include the
following:

         (1) The title of the Securities of such Series, which shall
     distinguish such Series from all other Series;

         (2) The aggregate principal amount of the Securities of such Series
     which may be authenticated and delivered under this Indenture (except
     for Securities of such Series authenticated and delivered upon transfer
     of, or in exchange for, or in lieu of, other Securities pursuant to
     Section 304, 305, 306, 307, 906 or 1108, and subject to any subsequent
     issuances that may be authorized by subsequent Authorizing Resolutions
     or supplemental indentures);

         (3) The date or dates on which the principal and premium, if any,
     of the Securities of such Series or Issue is payable, and, if the
     Series shall be Extendible Securities, the terms on which the Company
     or any other Person shall have the option to extend the Maturity of
     such Securities and the rights, if any, of the Holders to require
     payment of the Securities;

         (4) The rate or rates at which the Securities of such Series or
     Issue shall bear interest, if any (whether floating or fixed), the
     provisions, if any, for determining such interest rate or rates and
     adjustments thereto, the date or dates from which such interest shall
     accrue, the Interest Payment Dates therefor and the Regular Record
     Dates (if different from those provided in the form of Security herein
     set forth) for the determination of Holders of the Securities of such
     Series or Issue to whom interest is payable;

         (5) The place or places where the principal of, or premium, if any,
     and interest on Securities of such Series or Issue shall be payable (if
     other than as provided in Section 1002);

         (6) The price or prices at which, the period or periods within
     which and the terms and conditions upon which the Securities of such
     Series or Issue may be redeemed, in whole or in part, at the option of
     the Company, pursuant to a Sinking Fund or otherwise;

         (7) The obligation, if any, of the Company to redeem, purchase or
     repay Securities of such Series or Issue, in whole or in part, pursuant
     to a Sinking Fund or otherwise or at the option of a Holder thereof,
     and the price or prices at which, the period or periods within



                                     18

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<PAGE>

     which and the terms and conditions upon which such redemption, purchase
     or repayment shall be made;

         (8) Any Events of Default with respect to the Securities of such
     Series or Issue which may be in addition to those provided herein, and
     any covenants or obligations of the Company to the Holders of the
     Securities of such Series or Issue in addition to those set forth
     herein;

         (9) If less than 100% of the principal amount of the Securities of
     such Series or Issue is payable on acceleration under Section 502 or
     provable in bankruptcy under Section 504(i) at any time, a schedule of
     or the manner of computing the amounts which are so payable and
     provable from time to time;

         (10) The form of the Securities of such Series (which may be, but
     which need not be, consistent with the form set forth in Article Two
     hereof), including whether the Securities of the Series shall be issued
     in whole or in part in the form of one or more Global Securities and,
     in such case, the Depositary or Depositaries for such Global Security
     or Securities;

         (11) If other than United States dollars, the currency(ies) in
     which payment of the principal of (and premium, if any) or interest, if
     any, on the Securities of that Series or Issue shall be payable;

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

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

         (14) Any other terms of the Securities of such Series or Issue;
     provided, that such other terms shall not be inconsistent with any
     express terms of this Indenture or in conflict with any express terms
     of any other Series or Issue of Securities which shall be issued and
     Outstanding.

SECTION 302.  DENOMINATIONS.

     Unless otherwise provided by Section 301 in connection with the
issuance of Global Securities, the Securities of each Series or Issue may be
issued only in registered form without coupons in denominations of $1,000
and any integral multiple thereof, or in such other currencies or
denominations as may be specified in, or pursuant to, the Authorizing
Resolution or supplemental indenture relating to the Series.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its
Chairman or Vice Chairman of the Board, its President, one of its Vice
Presidents or its Treasurer under its corporate seal reproduced thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.


                                     19

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<PAGE>

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

     At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any Series executed by
the Company to the Authenticating Agent, together with a Company Order for
the authentication and delivery of such Securities. The Company Order may
provide that the Securities which are the subject thereof shall be
authenticated and delivered by the Authenticating Agent upon the telephonic,
written or other order of Persons designated in the Company Order, and that
such Persons are authorized to specify the terms and conditions of such
Securities, to the extent permitted by the Authorizing Resolution or
supplemental indenture relating thereto. The Trustee shall execute and
deliver the supplemental indenture (if any) and the Authenticating Agent
shall authenticate and deliver said Securities as specified in such Company
Order; provided, that, prior to authentication and delivery of the first
Securities of any Series, the Trustee and the Authenticating Agent shall
have received:

         (1) A copy of the Authorizing Resolution;

         (2) A supplemental indenture in respect of the issuance of the
     Series, if called for by the terms of the Authorizing Resolution in
     respect thereof, executed on behalf of the Company;

         (3) An Officers' Certificate to the effect that the Securities of
     such Series comply or will comply with the requirements of this
     Indenture and the said Authorizing Resolution and supplemental
     indenture (if any);

         (4) An Opinion of Counsel (a) to the effect that (i) the Securities
     of such Series, the Authorizing Resolution and the supplemental
     indenture (if any) relating thereto comply or will comply with the
     requirements of this Indenture and (ii) the Securities of such Series,
     when authenticated and delivered by the Authenticating Agent in
     accordance with the said Company Order, will constitute valid and
     binding obligations of the Company and enforceable in accordance with
     their terms, subject to (A) bankruptcy and other laws affecting
     creditors' rights generally as in effect from time to time, (B)
     limitations of generally applicable equitable principles and (C) other
     exceptions acceptable to the Trustee and its counsel; and (b) relating
     to such other matters as may reasonably be requested by the Trustee or
     its counsel; and

         (5) If the Securities to be issued are Original Issue Discount
     Securities, an Officers' Certificate setting forth the Yield to
     Maturity for the Securities or other information sufficient to compute
     amounts due on acceleration, or specifying the manner in which such
     amounts are to be determined, if such Yield to Maturity and other facts
     are not specified in the form of the Securities.

     Subject to Section 601 hereof, the Authenticating Agent and the Trustee
shall be fully protected in relying upon the documents delivered to it as
provided above in connection with the issuance of any Series of Securities.

     The Authenticating Agent shall have the right to decline to
authenticate and deliver any Securities under this Section if the
Authenticating Agent, being advised by counsel, determines



                                     20

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<PAGE>

that such action may not lawfully be taken or if the Authenticating Agent in
good faith by a committee of its Responsible Officers shall determine that
such action would expose the Authenticating Agent to liability to Holders of
previously issued and Outstanding Securities.

     Each Security shall be dated the date of its authentication unless
otherwise specified in the Authorizing Resolution relating thereto.

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

SECTION 304.  TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any Series or
Issue, the Company may execute, and upon compliance with the requirements of
Section 303 the Authenticating Agent shall authenticate and deliver,
temporary Securities, which may be printed, lithographed, typewritten,
photocopied or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations
as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

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

SECTION 305.  GLOBAL SECURITIES

     If the Company shall establish pursuant to Section 301 that the
Securities of a Series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with this Section and the Company Order with
respect to such Series, authenticate and deliver one or more Global
Securities in temporary or permanent form that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal
amount of the Outstanding Securities of such Series to be represented by one
or more Global Securities, (ii) shall be registered in the name of the
Depositary for such Global Security of Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend
substantially to the following effect (or such other legend as may be
prescribed by the Depositary): "Unless and until it is exchanged in whole or
in part for Securities in definitive registered form, this Security may not
be transferred except as a whole by the Depositary to the



                                     21

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<PAGE>

nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

     Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under
the Exchange Act and any other applicable statute or regulation.

     Beneficial owners of part or all of a Global Security shall be subject
to the rules of the Depositary as in effect from time to time. The Company,
the Trustee and the Paying Agent shall not be responsible for any acts or
omissions of the Depositary, for any Depositary records of beneficial
interests or for any transactions between the Depositary and beneficial
owners.

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

     If at any time the Depositary for any Securities of a Series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such Series or if at any time the Depositary for the
Securities of such Series shall no longer be eligible under Section 305, the
Company shall appoint a successor Depositary eligible under Section 305,
with respect to the Securities of such Series. If a successor Depositary
eligible under Section 305 for the Securities of such Series is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election that
the Securities of such Series be represented by one or more Global
Securities shall no longer be effective with respect to the Securities of
such Series and the Company shall execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities
of such Series, shall authenticate and deliver, Securities of such Series in
definitive form in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such Series in
exchange for such Global Security or Securities.

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

     If specified by the Company pursuant to Section 301 with respect to a
Series of Securities represented by a Global Security, the Depositary for
such Global Securities may surrender a Global Security for such Series of
Securities in exchange in whole or in part for Securities of such Series in
definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:


                                     22

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<PAGE>

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

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

     In any exchange provided for in this Section, the Company will execute
and the Trustee will authenticate and deliver Securities in definitive
registered form in authorized denominations.

     Upon the exchange of a Global Security for Securities in definitive
registered form, such Global Security shall be cancelled by the Trustee or
an agent of the Company or the Trustee. The Trustee or such agent shall
deliver such Securities to or as directed by the Persons in whose names such
Securities are so registered.

SECTION 306.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept a register at one of its offices or
agencies maintained pursuant to Section 1002 (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as the
Company may prescribe, the Company shall provide for the registration of
Securities and the registration of transfers of Securities. At all
reasonable times the Security Register shall be open for inspection by the
Trustee. The Security Register shall be kept at the said office or agency,
and said office or agency is hereby initially appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as
herein provided. If the Security Registrar shall not be the Authenticating
Agent in respect of any Series, the Company shall promptly notify the
Security Registrar as to the amounts and terms of each Security of such
Series which shall be authenticated and delivered hereunder, and as to the
names in which such Securities shall be registered.

     Upon surrender for registration of transfer of any Security at the
office or agency of the Company provided for that purpose, the Company shall
execute, and the Authenticating Agent shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities
of the same Issue and Stated Maturity of a like aggregate principal amount.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, 906 or 1108 not involving any
transfer.


                                     23

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<PAGE>

     The Company shall not be required (i) to issue, register the transfer
of or exchange any Security of any Series during a period beginning at the
opening of the day which is 15 Business Days before the day of the mailing
of a notice of redemption of Securities of such Series selected for
redemption under Section 1104 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case
of any Security to be redeemed in part, the portion thereof not to be
redeemed.

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

SECTION 307.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

     The provisions of this Section are exclusive and (to the extent lawful)
shall preclude all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities. If a Security
is replaced pursuant to Section 307, it shall cease to be Outstanding unless
the Company receives proof satisfactory to it that the replaced Security is
held by a protected purchaser, as defined in Section 8-303 of the New York
Uniform Commercial Code.


                                     24

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<PAGE>

SECTION 308.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

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

         (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities of such Series 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 payment shall be deemed
     practicable by the Trustee.

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


                                     25

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<PAGE>

SECTION 309.  PERSONS DEEMED OWNERS.

     Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any), and (subject to Section 308) interest on, such Security
and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

SECTION 310.  CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered and any
Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by the Trustee and all Securities of any Series or Issue
delivered to the Trustee for credit against any Sinking Fund payment in
respect of such Series or Issue pursuant to Section 1202 shall be promptly
cancelled by 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
all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee
shall be destroyed and certification of their destruction delivered to the
Company unless by a Company Order the Company shall direct that cancelled
Securities be returned to it.

                  ARTICLE FOUR--SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities
herein expressly provided for, and except as otherwise provided in the
Authorizing Resolution in respect of any Series), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

         (1)    either

              (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section
         307 and (ii) Securities for whose payment money has theretofore
         been deposited in trust or segregated and held in trust by the
         Company and thereafter repaid to the Company or discharged from
         such trust, as provided in Section 1003) have been delivered to the
         Trustee for cancellation; or

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

                     (i) have become due and payable, or

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

                   (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in



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<PAGE>

                  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 irrevocably deposited with
         the Trustee as trust funds in trust for the purpose an amount of
         money or U.S. Governmental Obligations sufficient to pay and
         discharge the entire indebtedness on such Securities not
         theretofore delivered to the Trustee for cancellation, for
         principal (and premium, if any) and interest to the date of such
         deposit (in the case of Securities which have become due and
         payable) or to the Stated Maturity or Redemption Date, as the case
         may be;

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

         (3) the Company has delivered to the Trustee a Company Order
     setting forth its election that this Indenture shall be discharged; and

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 shall survive.

SECTION 402.  APPLICATION OF TRUST MONEY.

     All money and U.S. Governmental Obligations deposited with the Trustee
pursuant to Section 401 (or into which such money and U.S. Governmental
Obligations are reinvested) shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for
payment of which such money has been deposited with the Trustee; but such
money and U.S. Governmental Obligations need not be segregated from other
funds except to the extent required by law.

                           ARTICLE FIVE--REMEDIES

SECTION 501.  EVENTS OF DEFAULT.

     "Event of Default" wherever used herein means, with respect to any
Issue of Securities, any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body), unless it is either inapplicable to a particular Series
or Issue or it is specifically deleted or modified in the Authorizing
Resolution and/or supplemental indenture (if any) in respect of the Series
or Issue, and any other events which may be specified as Events of Default
in the Authorizing Resolution and/or supplemental indenture (if any) in
respect of such Series or Issue:

         (1) default in the payment of any installment of interest upon any
     Security of such Issue when it becomes due and payable, and continuance
     of such default for a period of 30 days; or


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         (2) default in the payment of the principal of (or premium, if any,
     on) any Security of such Issue at its Maturity, and, in the case of
     such a Security that becomes due and payable by the terms of Article
     Eleven, continuance of such default for a period of 30 days; or

         (3) default in the deposit of any Sinking Fund installment in
     respect of such Issue, when and as payable by the terms of Section 1201
     hereof, and continuance of such default for a period of 30 days; or

         (4) default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than (a) a covenant or
     warranty relating exclusively to one or more other Issues of Securities
     issued hereunder and (b) 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 90 days after there has been
     given, by registered or certified mail, to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Securities of all Issues Outstanding (or, with
     respect to any such covenant or agreement which is not applicable to
     all Issues of Securities, by the Holders of at least 25% in aggregate
     principal amount of the Outstanding Securities of all Issues to which
     it is applicable) (in each case voting as a single class), a written
     notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default"
     hereunder; or

         (5) the entry of an order for relief under the United States
     federal bankruptcy laws or the entry of any other decree or order by a
     court having jurisdiction in the premises adjudging the Company a
     bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under the United States federal bankruptcy laws
     or any other applicable federal or state law, or appointing a receiver,
     liquidator, assignee, trustee, custodian, sequestrator (or other
     similar official) of the Company or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and
     the continuance of any such decree or order unstayed and in effect for
     a period of 60 consecutive days; or

         (6) the commencement by the Company of a voluntary case under the
     United States federal bankruptcy laws, or the institution by the
     Company of proceedings to be adjudicated a bankrupt or insolvent, or
     the consent by it to the institution of bankruptcy or insolvency
     proceedings against it, or the filing by it of a petition or answer or
     consent seeking reorganization, an arrangement with creditors or an
     order for relief under the United States federal bankruptcy laws or any
     other applicable federal or state law, or the consent by it to the
     filing of any such petition or to the appointment of a receiver,
     liquidator, assignee, trustee, custodian, sequestrator (or other
     official) of the Company or of any substantial part of its property, or
     the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally
     as they become due, or, to the knowledge of the Trustee, the taking of
     corporate action by the Company in furtherance of any such action.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If any one or more of the Events of Default described in clauses (1),
(2) or (3) of Section 501 with respect to Securities of any Series or Issue
shall happen, then, and in each and every such case, during the continuance
of any such Event of Default, either the Trustee, by notice in writing



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to the Company, or the Holders of at least 25% in principal amount of such
Securities then Outstanding, by notice in writing to the Company and to the
Trustee, may declare the principal amount (or, if such Securities are
Original Issue Discount Securities, such portion of the principal amount as
may then be payable on acceleration as provided in the terms thereof) of and
accrued and unpaid interest on all such Securities then Outstanding (if not
then due and payable) to be immediately due and payable, and upon any such
declaration the same shall become and be immediately due and payable,
anything in this Indenture or in the Securities contained to the contrary
notwithstanding. If any one or more of the Events of Default described in
clause (4) of Section 501 shall happen, then, and in each and every such
case, during the continuance of any such Event of Default, either the
Trustee, by notice in writing to the Company, or the Holders of at least 25%
in principal amount of the Securities of all Issues then Outstanding (or, if
such default is not applicable to all Issues of the Securities, the Holders
of at least 25% in principal amount of the Outstanding Securities of all
Issues to which it is applicable) (in each case voting as a single class),
by notice in writing to the Company and to the Trustee, may declare the
principal amount (or, if the Securities of any such Issues are Original
Issue Discount Securities, such portion of the principal amount as may then
be payable on acceleration as provided in the terms of that Issue) of and
accrued and unpaid interest on all the Securities (or all the Securities of
such Issues, if such default is not applicable to all Issues of the
Securities) then Outstanding (if not then due and payable) to be immediately
due and payable, and upon any such declaration the same shall become and be
immediately due and payable, anything in this Indenture or in the Securities
contained to the contrary notwithstanding. If any one or more of the Events
of Default described in clauses (5) or (6) of Section 501 shall happen,
then, and in each and every such case, during the continuance of any such
Event of Default, either the Trustee, by notice in writing to the Company,
or the Holders of at least 25% in principal amount of all the Securities
then Outstanding (voting as a single class), by notice in writing to the
Company and to the Trustee, may declare the principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
principal amount as may then be payable on acceleration as provided in the
terms thereof) of and accrued and unpaid interest on all the Securities then
Outstanding (if not then due and payable), to be immediately due and
payable, and upon any such declaration the same shall become and be
immediately due and payable, anything in this Indenture or in the Securities
contained to the contrary notwithstanding.

     At any time after such a declaration of acceleration has been made with
respect to any Securities 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 such Securities
Outstanding (voting as a single class), by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the
acceleration.

     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


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         (1) default is made in the payment of any installment of interest
     on any Security when such interest becomes due and payable and such
     default continues for the period of grace, if any, provided for with
     respect to such payment, or

         (2) default is made in the payment of the principal of (or premium,
     if any, on) any Security at its Maturity and such default continues for
     the period of grace, if any, provided for with respect to such payment,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of all such Securities, the whole amount then due and payable on
such Securities for principal (and premium, if any) and interest, with
interest, to the extent that payment of such interest is lawful, upon the
overdue principal (and premium, if any) and installments of interest from
the due date thereof at the rate borne by such Securities or, in the case of
Original Issue Discount Securities, at a rate equal to the Yield to Maturity
thereof, 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 and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

     If an Event of Default with respect to one or more Issues of Securities
occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of such
Securities 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 its or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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


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<PAGE>

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

and any receiver, liquidator, assignee, trustee, custodian, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 607.

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

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506.  APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article with
respect to the Securities of an Issue shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities of such Issue 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 to the Trustee under
     Section 607;

         SECOND: In case the principal of the Securities in respect of which
     moneys have been collected shall not have become and be then due and
     payable, to the payment of interest on the Securities of such Issue in
     default in the order of the maturity of the installments of such
     interest, with interest (to the extent that payment of such interest is
     lawful and such interest has been collected by the Trustee) upon the
     overdue installments of interest at the same rate as the rate of
     interest or Yield to Maturity (in the case of Original Issue Discount
     Securities) applicable to such Securities, such payments to be made
     ratably to the persons entitled thereto, without discrimination or
     preference;

         THIRD: In case the principal of the Securities in respect of which
     moneys have been collected shall have become and shall be then due and
     payable, to the payment of the whole amount then owing and unpaid upon
     all the Securities of such Issue for principal and interest, with (to
     the extent that payment of such interest is lawful and such interest
     has been collected by the Trustee) interest upon the overdue principal,
     and upon overdue installments of interest at the same rate as the rate
     of interest or Yield to Maturity (in the case of Original Issue


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<PAGE>

     Discount Securities) applicable to the Securities of such Issue; and in
     case such moneys shall be insufficient to pay in full the whole amount
     so due and unpaid upon the Securities of such Issue, then to the
     payment of such principal and interest, without preference or priority
     of principal over interest, or of interest over principal, or of any
     installment of interest over any other installment of interest, or of
     any Security of such Issue over any other Security of such Issue,
     ratably to the aggregate of such principal and accrued and unpaid
     interest.

         FOURTH: To the Company.

SECTION 507.  LIMITATION ON SUITS.

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

         (1) the Trustee shall have received written notice from such Holder
     of a continuing Event of Default in respect of such Securities;

         (2) the Trustee shall have received a written request from the
     Holders of not less than 25% in principal amount of the Outstanding
     Securities of the Issue or Series in respect of which the Event of
     Default has occurred to institute proceedings in respect of such Event
     of Default in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more Holders of Securities
of any Series or Issue 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 Holders of Securities of that Series or
Issue, or to obtain or to seek to obtain priority or preference over any
other Holders of Securities of that Series or Issue or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all the Holders of Securities of such Series or
Issue.

SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
              AND INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the absolute and unconditional right to receive
payment of the principal of (and premium, if any) and (subject to Section
308) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.


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SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case the Company,
the Trustee and the Holders 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.

     No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.  CONTROL BY HOLDERS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any Series (voting as a single class) 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 in respect of the Securities of such Series,
provided that

         (1) such direction shall not be in conflict with any rule of law or
     with this Indenture or unduly prejudicial to the rights of Holders of
     Securities of all Series not joining in such direction or, in the
     opinion of the Trustee, involve the Trustee in personal liability, and

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

SECTION 513.  WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of all Series affected thereby (voting as a single
class) may on behalf of the Holders of all such Securities waive any past
default hereunder and its consequences, except a default

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


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

SECTION 514.  UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of all Series (or, if the matter in issue does not
relate to all Series of Securities, then the Holders of 10% in principal
amount of the Outstanding Securities of all Series to which such issue
relates) (treated as a single class), or to any suit instituted by any
Holder of any Securities for the enforcement of the payment of the principal
of (or premium, if any) or interest on any such Security on or after the
respective Stated Maturities expressed therein (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

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

SECTION 516.  EXEMPTION FROM INDIVIDUAL LIABILITY.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, stockholder,
officer, director or employee, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, it being expressly
understood that this Indenture and the obligations issued hereunder are
solely corporate obligations of the Company, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of
the Company or of any successor Person, or any of the foregoing Persons,
because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and
all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer, director or employee, as
such, because of the creation of the



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indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Securities.

                          ARTICLE SIX--THE TRUSTEE

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

     (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

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

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

         (3) the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of a majority in principal amount of the
     Outstanding Securities of all Series (voting as a single class)
     relating to the time, method and place of conducting any proceeding for
     any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture; and

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


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

SECTION 602.  NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder in respect
of any Issue of Securities, the Trustee shall transmit by mail to all
Holders of the Securities of such Issue, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security or in the
payment of any Sinking Fund installment, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders; and provided, further, that in the
case of any default of the character specified in Section 501(4) no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof.

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 601:

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

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

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

         (d) the Trustee may consult with counsel and the 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;

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

         (f) the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent,
     order, bond, debenture 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


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<PAGE>

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

SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605.  MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Section 608, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606.  MONEY HELD IN TRUST.

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

SECTION 607.  COMPENSATION AND REIMBURSEMENT.

     The Company agrees

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

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

         (3) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence or bad faith
     on its part, arising out of or in connection with the acceptance or
     administration of this trust, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.


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SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

     The Trustee shall comply with the terms of Section 310 (b) of the TIA.
There shall be excluded from the terms of Section 310(b) of the TIA the
following Indentures and all series of debt securities issued thereunder:

         (1) the Indenture dated as of August 1, 1995 between the Company
     and the Trustee, formally known as Chemical Bank;

         (2) the Indenture dated as of September 1, 1992 between the Company
     and the Trustee, formally known as Chemical Bank; and

         (3) the Indenture of Trust dated as of August 1, 1987 between the
     Company and the Trustee, as successor to Manufacturers Hanover Trust
     Company.

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $5,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any Affiliate of the Company shall serve as Trustee
hereunder. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

     (b) The Trustee may resign at any time with respect to the Securities
of any 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 with respect to the
Securities of such Series.

     (c) The Trustee may be removed at any time with respect to the
Securities of any Series (i) 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 or (ii) if there shall not have occurred and
be continuing a Default or Event of Default, by written notice from the
Company to the Trustee.

     (d) If at any time:

         (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona
     fide Holder of a Security for at least six months, or


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         (2) the Trustee for a Series of Securities shall cease to be
     eligible under Section 609 and shall fail to resign after written
     request therefor by the Company or by any such Holder of such
     Securities, 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 may remove the Trustee with respect
to all Securities, or (ii) subject to Section 514, unless the Trustee's duty
to resign is stayed as provided in Section 608 of this Indenture, any Holder
who has been a bona fide Holder of a Security for at least six months may,
on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee.

     (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 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 any time there shall be only one Trustee
with respect to the Securities of any particular Series) and shall comply
with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any Series
shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such Series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee with
respect to the Securities of such Series and supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any Series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such Series for at
least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such Series.

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

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a) Every successor Trustee appointed hereunder with respect to all
Securities 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



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<PAGE>

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 lien, if any, provided for in Section 607.

     (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, upon payment of its charges, and each successor
Trustee with respect to the Securities of one or more Series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those Series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those Series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those Series to which the
appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder with respect to the Securities of that or
those Series to which the appointment of such successor Trustee relates,
subject nevertheless to its lien, if any, provided for in Section 607.

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

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

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all 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



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<PAGE>

execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

            ARTICLE SEVEN--HOLDERS' LISTS AND REPORTS BY TRUSTEE
                                AND COMPANY

SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

         (a) semi-annually, not later than March 15 and September 15 in each
     year, a list, in such form as the Trustee may reasonably require, of
     the names and addresses of the Holders of the Securities of each Series
     as of the preceding March 1 or September 1, respectively, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities of each Series
contained in the most recent list furnished to the Trustee in respect of
such Series as provided in Section 701 and the name and addresses of Holders
received by the Trustee in its capacity as Security Registrar (if so
acting). The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

         (i) afford such applicants access to the information in respect of
     such Series preserved at the time by the Trustee in accordance with
     Section 702(a), or

         (ii) inform such applicants as to the approximate number of Holders
     of Securities of such Series whose names and addresses appear in the
     information preserved at the time by the Trustee in accordance with
     Section 702(a), and as to the approximate cost of mailing to such
     Holders the form of proxy or other communication, if any, specified in
     such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities of such



                                     41

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<PAGE>

Series whose name and address appear in the information preserved at the
time by the Trustee in accordance with Section 702(a) a copy of the form of
proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless within five days after such tender, the Trustee
shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect that,
in the opinion of the Trustee, such mailing would be contrary to the best
interests of said Holders or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material
to all such Holders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

     (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that neither the Trustee nor the Company shall be held
accountable by reason of mailing any material pursuant to a request made
under Section 702(b).

SECTION 703.  REPORTS BY TRUSTEE.

     (a) Within 60 days after May 15 of each year commencing with the first
such date after the issuance of the first series of Securities hereunder,
the Trustee shall transmit by mail to all Holders of Securities of each
Series, as their names and addresses appear in the Security Register, a
brief report dated as of such May 15, in accordance with and to the extent
required by Section 313 of the TIA.

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

SECTION 704.  REPORTS BY COMPANY.

     The Company will

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



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<PAGE>

     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;

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

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

             ARTICLE EIGHT--CONSOLIDATION, MERGER, CONVEYANCE OR
                                  TRANSFER

SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

         (1) the Person formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer
     or lease the properties and assets of the Company substantially as an
     entirety shall be organized and existing under the laws of the United
     States of America or any State thereof or the District of Columbia, and
     shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form satisfactory to the Trustee, the
     due and punctual payment of the principal of (and premium, if any) and
     interest on all the Securities and the performance of every covenant of
     this Indenture on the part of the Company to be performed or observed;

         (2) immediately after giving effect to such transaction, no Event
     of Default, and no event which, after notice or lapse of time, or both,
     would become an Event of Default, shall have happened and be
     continuing; and

         (3) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such
     consolidation, merger, conveyance, transfer or lease and such
     supplemental indenture comply with this Article and that all conditions
     precedent herein provided for relating to such transaction have been
     complied with.

     This Section 801 shall not apply to any merger or consolidation in
which the Company is the surviving corporation or to any Packaging Business
Divestiture.

SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation or merger, or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made (1) in the case of such a transaction
with respect to the Company, shall succeed to, and be substituted for, and
may exercise every right and power of, the



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<PAGE>

Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein and (2) the Person named as
the "Company" in the first paragraph of this instrument or any successor
which shall theretofore have become such in the manner prescribed in this
Article shall be released from its liability under this Indenture and as
obligor on any of the Securities.

SECTION 803.  EVIDENCE TO BE FURNISHED TRUSTEE.

     The Trustee may receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger,
conveyance, transfer or lease, and any such assumption, complies with the
provisions of this Article Eight.

                    ARTICLE NINE--SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

         (2) to add to the covenants of the Company, for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

         (3) to provide for the issuance and the terms of any particular
     Series of Securities, the rights and obligations of the Company and the
     Holders of the Securities of such Series, the form or forms of the
     Securities of such Series and such other matters in connection
     therewith as the Company shall consider appropriate, including, without
     limitation, provisions for (a) additional or different covenants,
     restrictions or conditions applicable to such Series, (b) additional or
     different Events of Default in respect of such Series, (c) a longer or
     shorter period of grace and/or notice in respect of any provision
     applicable to such Series than is provided in Section 501, (d)
     immediate enforcement of any Event of Default in respect of such Series
     or (e) limitations upon the remedies available in respect of any Events
     of Default in respect of such Series or upon the rights of the holders
     of Securities of such Series to waive any such Event of Default;
     provided, that this paragraph (3) shall not be deemed to require the
     execution of a supplemental indenture to provide for the issuance of
     any Series of Securities unless the same shall be provided for in the
     Authorizing Resolution relating thereto; and

         (4) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one
     or more Series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee,
     pursuant to the requirements of Section 611(b); and

         (5) to cure any ambiguity or to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein; and


                                     44

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<PAGE>

          (6) to make any other change which, in the opinion of counsel to
     the Company, does not materially adversely affect the interests of the
     Holders of the Series of Securities affected thereby.

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of all Series affected
thereby (voting as a single class), by Act of said Holders delivered to the
Company and the Trustee, the Company 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
such Securities under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal
     amount thereof or the interest thereon or any premium payable upon the
     redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security which would be due and payable upon
     acceleration under Section 502 or provable in bankruptcy under Section
     504, or change the coin or currency in which any Security or any
     interest thereon is payable or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption
     Date), or

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

         (3) modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Security affected thereby.

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

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

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is



                                     45

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<PAGE>

authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

     Unless the Company shall determine, based on an Opinion of Counsel
delivered to the Trustee, that the same shall not be required, every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of TIA as then in effect.

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities 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 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
Authenticating Agent in exchange for Outstanding Securities of the same
Series and Issue.

                           ARTICLE TEN--COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company will duly and punctually pay (or cause to be paid) the
principal of (and premium, if any) and interest on the Securities of each
Series in accordance with the terms of such Securities and this Indenture.
The principal of (and premium, if any) and interest on Securities shall be
considered paid on the date due if the Paying Agents hold in accordance with
this Indenture on that date money, sufficient to pay all principal (and
premium, if any) and interest then due and the Paying Agents are not
prohibited from paying such money to the Holders on such date pursuant to
the terms of this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

     Except as otherwise provided in the Authorizing Resolution in respect
of any Series, the Company will maintain an office or agency in The Borough
of Manhattan, The City of New York, where Securities may be presented or
surrendered for payment, and will maintain an office or agency in The
Borough of Manhattan, The City of New York, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company initially appoints the Trustee as such
agent at its Corporate Trust Office for said purposes. The Company will give
prompt written notice to the Trustee of any change in the location of such
office or agency. If at any time the Company shall fail to maintain such
office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and



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demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other
offices or agencies (in or outside of such Borough) where the Securities 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 such Borough for such
purposes.

SECTION 1003.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST; APPOINTMENT
               OF PAYING AGENT.

     If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, 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 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, it will, on
or before each due date of the principal of (and premium, if any) or
interest on any Securities, deposit with a Paying Agent a sum, or make other
arrangements so that there will be moneys, in each case sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal
(and premium, if any) or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or
failure so to act. The Company initially appoints the Trustee as Paying
Agent.

     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 the principal of
     (and premium, if any) or interest on Securities in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid
     to such Persons or otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal (and premium, if any) or 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 direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.


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     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 any Security and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

SECTION 1004.  STATEMENT AS TO DEFAULT.

     The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each fiscal year (which on the date hereof
ends on December 31) of the Company ending after the date hereof, a
statement (which shall not be deemed an Officers' Certificate and need not
conform with any of the provisions of Section 102) signed by the principal
executive officer, principal financial officer or principal accounting
officer of the Company, stating that in the course of the performance by the
signers of their duties as officers of the Company and based upon a review
made under their supervision of the activities of the Company during such
year and of the Company's performance under this Indenture they would
normally obtain knowledge whether or not the Company is in default in the
performance of any covenant or agreement set forth in the Indenture, stating
whether or not they have obtained knowledge that the Company is in default
in the performance of any such covenant or agreement and, if so, specifying
each such default of which the signers have knowledge and the nature
thereof.

SECTION 1005.  CORPORATE 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 corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders
of the Securities.

SECTION 1006.  LIMITATION UPON LIENS.

     (a) The Company will not create, assume, guarantee or suffer to exist,
and will not cause, suffer or permit any Restricted Subsidiary to create,
assume, guarantee or suffer to exist, any indebtedness for borrowed money
secured by pledge of, or mortgage or lien on, any of its Principal Plants,
or on any capital stock of any Restricted Subsidiary, other than

         (i) purchase money pledges of, or purchase money mortgages or liens
     on, property acquired (including through merger or consolidation) after
     the date of execution of this Indenture, so long as such pledges,
     mortgages and liens shall attach only to the assets so acquired and
     improvements thereon,

         (ii) pledges, mortgages or liens on property acquired after the
     date of execution of this Indenture (1) existing at the time of
     acquisition of such property (including through merger or
     consolidation) or (2) which secure indebtedness the proceeds of which
     are used to pay, or to reimburse the Company or any Restricted
     Subsidiary for, the cost of the acquisition or construction of such
     property,


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         (iii) pledges of or mortgages or liens on property of a Restricted
     Subsidiary existing at the time it becomes a Restricted Subsidiary,

         (iv) pledges, mortgages or liens to secure all or any part of the
     cost of development or construction of any property or assets or
     improvements thereon and which shall be released or satisfied within
     120 days after completion of such development or construction,

         (v) pledges, mortgages or liens required in connection with the
     acquisition, construction or development of additions or extensions to
     Principal Plants which shall be financed by obligations described in
     Sections 141-145 of the Internal Revenue Code of 1986, as amended, or
     by obligations entitled to substantially similar tax benefits under
     other legislation or regulations in effect from time to time,

         (vi) pledges, mortgages or liens securing indebtedness owing to the
     Company or a Restricted Subsidiary by a Restricted Subsidiary,

         (vii) pledges, mortgages or liens existing at the date of this
     Indenture,

         (viii) extensions, renewals or replacements of pledges, mortgages
     or liens referred to in clauses (i) to (vii), inclusive, above, or (xi)
     below, provided that the amount of indebtedness secured by such
     extension, renewal or replacement shall not exceed the principal amount
     of indebtedness being extended, renewed or replaced, nor shall the
     pledge, mortgage or lien be extended to any additional Principal Plant,

         (ix) as permitted under Subsection (b) or Subsection (d) of this
     Section 1006,

         (x) pledges, mortgages or liens incurred in connection with
     sale-leaseback transactions permitted under Section 1007, and

         (xi) pledges, mortgages or liens required in connection with any
     program, law, statute or regulation of any state or local governmental
     entity or authority which provides financial or tax benefits not
     available without such pledge, mortgage or lien, provided that
     substantially all of the obligations secured thereby are obligations
     that are in lieu of, or reduce, a property tax or other payment
     obligation that itself would have been secured by a pledge, mortgage or
     lien permitted hereunder,

without effectively providing that the Securities (together with, if the
Company shall so determine, any other indebtedness of the Company then
existing or thereafter created ranking equally with the Securities and any
other indebtedness of the Restricted Subsidiary then existing or thereafter
created) shall be secured by the security of such secured indebtedness
equally and ratably therewith.

     (b) If the Company or any Restricted Subsidiary shall at any time enter
into a merger or consolidation with another corporation or purchase all or
substantially all of the assets of another corporation, or if the Company
shall sell all or substantially all of its assets to another corporation and
if such other corporation has outstanding indebtedness secured by a mortgage
or other lien which, by reason of an after-acquired property clause or
similar provision therein contained, would extend, after such merger,
consolidation, sale or purchase, to any Principal Plant owned by the Company
or such Restricted Subsidiary immediately prior to such merger,
consolidation, sale or purchase, or to the capital stock of a Restricted
Subsidiary, the Company or such Restricted Subsidiary, as the case may be,
shall in such event be deemed to have created a mortgage or lien,



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within the prohibition of Subsection (a) of this Section 1006, unless (i)
such merger or consolidation involving a Restricted Subsidiary shall
constitute a disposition by the Company of its interest in the Restricted
Subsidiary, or (ii) either (A) at or prior to the effective date of such
merger, consolidation, sale or purchase, such mortgage or lien shall have
been released of record or otherwise satisfied to the extent it would extend
to such Principal Plant or (B) prior to such merger, consolidation, sale or
purchase, the Company or such Restricted Subsidiary, as the case may be,
shall have created, as security for the Securities (and, if the Company
shall so determine, as security for any other indebtedness of the Company
then existing or thereafter created ranking equally with the Securities and
any other indebtedness of the Restricted Subsidiary then existing or
thereafter created), a valid lien which, upon completion of said merger,
consolidation, sale or purchase, will rank prior to the lien of such
mortgage or other lien of such other corporation on such Principal Plant or
such capital stock of Restricted Subsidiaries.

     (c) If pursuant to the provisions of this Section 1006 the Company or
any Restricted Subsidiary shall at any time be obligated to secure the
Securities (together with, if the Company shall so determine, any other
indebtedness then existing or thereafter created ranking equally with the
Securities and any other indebtedness of the Restricted Subsidiary then
existing or thereafter created), the Company covenants and agrees that it
will promptly furnish to the Trustee

         (i) an Officers' Certificate stating that the applicable covenant
     of the Company above set forth in this Section 1006 has been complied
     with; and

         (ii) an Opinion of Counsel to the effect that such covenant has
     been complied with.

     (d) Notwithstanding the foregoing provisions of this Section 1006, the
Company and any one or more Restricted Subsidiaries may create, assume,
guarantee or suffer to exist any indebtedness for borrowed money otherwise
subject to the foregoing restrictions and in addition to that permitted by
Subsection (a) or (b) of this Section 1006 (other than pursuant to clause
(x) of said Subsection (a)), and renew, extend or replace such indebtedness
for money borrowed; provided, that, at the time of such creation,
assumption, guarantee, sufferance, renewal, extension or replacement, the
aggregate principal amount of such indebtedness for money borrowed, when
added to the fair market value of property transferred in sale-leaseback
transactions and not reacquired at such time as permitted by Section 1007(c)
and the aggregate principal amount of indebtedness for borrowed money
created, assumed, guaranteed or permitted to exist as permitted by Section
1008(b) (computed without duplication of amounts constituting indebtedness
referred to in this Subsection (d)), does not at the time exceed 10% of Net
Tangible Assets.

SECTION 1007.  SALE-LEASEBACK TRANSACTIONS RELATING TO PRINCIPAL PLANTS.

     (a) Except to the extent permitted under Subsection (c) of this Section
1007, and except for any transaction involving a lease for a temporary
period, not to exceed three years, by the end of which it is intended that
the use of the leased property by the Company or any Restricted Subsidiary
will be discontinued and except for any transaction with a state or local
authority that is required in connection with any program, law, statute or
regulation that provides financial or tax benefits not available without
such transaction, the Company shall not sell any Principal Plant as an
entirety, or any substantial portion thereof, with the intention of taking
back a lease of such property and the Company will not permit any Restricted
Subsidiary to sell to anyone other than the Company or a Restricted
Subsidiary any Principal Plant as an entirety, or any substantial portion
thereof, with the intention of taking back a lease of such property unless


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         (i) the net proceeds of such sale (including any purchase money
     mortgages received in connection with such sale) are at least equal to
     the fair market value (as determined by an officer of the Company) of
     such property and

         (ii) subject to Subsection (d) of this Section 1007, the Company
     shall, within 120 days after the transfer of title to such property
     (or, if the Company holds the net proceeds described below in cash or
     cash equivalents, within two years)

              (A) purchase, and surrender to the Trustee for retirement as
         provided in this Section 1007, a principal amount of Securities
         equal to the net proceeds derived from such sale (including the
         amount of any such purchase money mortgages), or

              (B) repay other Funded Debt of the Company or any Restricted
         Subsidiary in an amount equal to such net proceeds, or

              (C) expend an amount equal to such net proceeds for the
         expansion, construction or acquisition of a Principal Plant, or

              (D) effect a combination of such purchases, repayments and
         plant expenditures in an amount equal to such net proceeds.

     (b) At or prior to the date 120 days after a transfer of title to a
Principal Plant which shall be subject to the requirements of this Section
1007, the Company shall furnish to the Trustee:

         (i) an Officers' Certificate stating that the covenant of the
     Company in Section 1007(a) has been complied with and setting forth in
     detail the manner of such compliance, which certificate shall contain
     information as to (A) the amount of Securities theretofore redeemed and
     the amount of Securities theretofore purchased by the Company and
     cancelled by the Trustee and the amount of Securities purchased by the
     Company and then being surrendered to the Trustee for cancellation, (B)
     the amount thereof previously credited under Subsection (d) of this
     Section 1007, (C) the amount thereof which it then elects to have
     credited on its obligation under Subsection (d) of this Section 1007,
     and (D) any amount of other indebtedness which the Company has repaid
     or will repay and of the expenditures which the Company has made or
     will make in compliance with its obligation under Subsection (a) of
     this Section 1007,

         (ii) a deposit with the Trustee for cancellation of the Securities
     then being surrendered as set forth in such certificate; and

         (iii) an Opinion of Counsel to the effect that such covenant has
     been complied with.

     (c) Notwithstanding the restriction of Subsection (a) of this Section
1007, the Company and any one or more Restricted Subsidiaries may transfer
property in sale-leaseback transactions which would otherwise be subject to
such restriction if the aggregate amount of the fair market value of the
property so transferred and not reacquired at such time, when added to the
aggregate principal amount of indebtedness for borrowed money permitted by
Section 1006(d) and Section 1008(b) which shall be outstanding at the time
(computed without duplication of the value of property transferred as
provided in this Subsection (c)), does not at the time exceed 10% of Net
Tangible Assets.

     (d) The Company, at its option, shall be entitled to a credit, in
respect of its obligation to purchase and retire Securities under this
Section 1007, for the principal amount of any Securities



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deposited with the Trustee for the purpose and also for the principal amount
of (i) any Securities theretofore redeemed at the option of the Company and
(ii) any Securities previously purchased by the Company and cancelled by the
Trustee, and in each case not theretofore applied as a credit under this
Subsection (d) or Section 1202.

     (e) For purposes of this Section 1007, the amount or the principal
amount of Securities which are Original Issue Discount Securities shall be
the principal amount of said Original Issue Discount Securities that on the
date of the purchase or redemption of such Securities referred to in this
Section could be declared to be due and payable pursuant to Section 502.

SECTION 1008.  LIMITATION UPON FUNDED DEBT OF RESTRICTED SUBSIDIARIES.

     (a) The Company will not permit any Restricted Subsidiary to create,
assume or permit to exist any Funded Debt other than (A) Funded Debt secured
by a mortgage, pledge or lien which is permitted to such Restricted
Subsidiary under the provisions of Section 1006, (B) Funded Debt owed to the
Company or any Restricted Subsidiary, (C) Funded Debt of a corporation
existing at the time it becomes a Restricted Subsidiary, (D) Funded Debt
created in connection with, or with a view to, compliance by such Restricted
Subsidiary with the requirements of any program, law, statute or regulation
of any federal, state or local governmental authority, which is applicable
to such Restricted Subsidiary and which provides financial or tax benefits
to such Restricted Subsidiary which are not available directly to the
Company or available directly to the Company only on terms which the Company
determines are not as favorable as those available to the Restricted
Subsidiary and (E) guarantees existing at the date of this Indenture.

     (b) Notwithstanding the provisions of paragraph (a) of this Section
1008, any Restricted Subsidiary may create, assume or permit to exist any
Funded Debt in addition to that permitted by paragraph (a) of this Section
1008, and renew, extend or replace such Funded Debt, provided that at the
time of such creation, assumption, renewal, extension or replacement, and
after giving effect thereto, the aggregate principal amount of such Funded
Debt which would otherwise be subject to the foregoing restriction, together
with the aggregate principal amount of indebtedness for borrowed money
permitted by Subsection (d) of Section 1006 and the aggregate amount of the
fair market value of property transferred in sale-leaseback transactions and
not reacquired at such time as permitted by Subsection (c) of Section 1007
(computed without duplication of amounts) does not at the time exceed 10% of
Net Tangible Assets.

SECTION 1009.  MAINTENANCE OF INSURANCE.

     The Company will cause its property and the property of each Subsidiary
to be insured at all times against loss from damage or destruction by fire
and other risks to the extent and in such manner as is customary for
companies comparable in size to the Company and conducting businesses
similar in size and nature to the businesses carried on by the Company from
time to time; provided, however, that the Company and each of its
Subsidiaries may adopt (in lieu of or supplementing such insurance) any
other or supplemental plan or method of protection against loss, including
self-insurance plans, as may be determined by the Company to be in the
overall best interests of the Company from time to time.

SECTION 1010.  WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 to 1009, inclusive, and any
other covenant or condition set forth in any



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Authorizing Resolution or supplemental indenture for the benefit of the
Holders of the Securities or any particular Series of Securities, if the
Holders of not less than a majority in principal amount of the Securities at
the time Outstanding of all Series which are entitled to the benefits
thereof (voting as a single class) shall, 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 covenant or condition shall
remain in full force and effect.

                  ARTICLE ELEVEN--REDEMPTION OF SECURITIES

SECTION 1101.  RIGHT OF REDEMPTION.

     Redeemable Securities may be redeemed otherwise than through the
operation of the Sinking Fund provided for in Article Twelve at the election
of the Company at the times, on the conditions and at the Redemption Prices
specified therein, in (or pursuant to) the Authorizing Resolution relating
thereto and in the supplemental indenture (if any) executed in connection
with the issuance of such Securities, any Redemption Price to be accompanied
by accrued interest to the Redemption Date.

SECTION 1102.  APPLICABILITY OF ARTICLE.

     Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision referred to in Section 1101, shall
be made in accordance with such provision and this Article.

SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or set forth in an Officers' Certificate which states
that such election has been duly authorized by all requisite corporate
action on the part of the Company. In case of any redemption at the election
of the Company of less than all of the Securities the Company shall, at
least 50 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of the Series
or Issue or the several Series or Issues, as the case may be, to be
redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with
an Officers' Certificate evidencing compliance with such restriction.

SECTION 1104.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any Series or Issue are to be
redeemed, the particular Securities of such Series or Issue to be redeemed
shall be selected not more than 90 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such Series or Issue 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 of the Series or
Issue or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than such minimum denomination. If the
Company shall so specify, Securities held by the Company or any Subsidiary
shall not be included in the Securities selected for redemption.


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

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

SECTION 1105.  NOTICE OF REDEMPTION.

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

     All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

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

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

         (5) that the redemption is for a Sinking Fund, if such is the case;
     and

         (6) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price.

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

SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any accrued interest
on, all the Securities or portions thereof which are to be redeemed on that
date.

SECTION 1107.  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 thereof and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice such Security shall
be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall
be



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payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular or Special Record
Date according to their terms and the provisions of Section 308.

     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 or duly provided for, bear interest from the Redemption Date at
the rate borne by the Security or, in the case of Original Issue Discount
Securities, at a rate equal to the Yield to Maturity thereof.

SECTION 1108.  SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered
at the office or agency of the Company maintained for that purpose pursuant
to Section 1002 (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
Authenticating Agent shall authenticate and deliver to the Holder of such
Security, without service charge, a new Security or Securities of the same
Issue, 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; except that if a
Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate, upon Company Order, and deliver to the
Depositary for such Global Security without service charge, a new Global
Security in a denomination equal to and in exchange for the unredeemed
portion of the principal amount of the Global Security so surrendered.

                        ARTICLE TWELVE--SINKING FUND

SECTION 1201.  SINKING FUND PAYMENTS.

     As and for a Sinking Fund for the retirement of Sinking Fund
Securities, the Company will, until all such Securities are paid or payment
thereof is duly provided for, deposit in accordance with Section 1106, at
such times and subject to such terms and conditions as shall be specified in
the provisions of such Securities and the Authorizing Resolution and
supplemental indenture (if any) relating thereto, such amounts in cash as
shall be required or permitted under such provisions in order to redeem
Securities on the specified Redemption Dates at a Redemption Price equal to
their principal amounts, less in each such case the amount of any credit
against such payment received by the Company under Section 1202. Each such
Sinking Fund payment shall be applied to the redemption of Securities on the
specified Redemption Date as herein provided.

SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Securities of the same Issue (other than
any previously called for redemption or theretofore applied as a credit
against a Sinking Fund payment or as a credit under Section 1007(d)) and (2)
may apply as a credit Securities of the same Issue redeemed at the election
of the Company pursuant to Section 1101 or through the operation of the
Sinking Fund in any period in excess of the minimum amount required for such
period under Section 1201 or the provisions relating to such Issue referred
to in Section 1201 and not theretofore applied as a credit against a Sinking
Fund payment or a credit under Section 1007(d), in each case in satisfaction
of all or any part of any Sinking Fund payment required to be made pursuant
to



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Section 1201. Each such Security so delivered or applied shall be credited
for such purpose by the Trustee at a Redemption Price equal to its principal
amount and the required amount of such Sinking Fund payment shall be reduced
accordingly.

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

     If in any year the Company shall elect to redeem in excess of the
minimum principal amount of Securities required to be redeemed pursuant to
Section 1201 or to satisfy all or any part of any Sinking Fund payment by
delivering or crediting Securities pursuant to Section 1202, then at least
60 days prior to the date on which the Sinking Fund payment in question
shall be due (or such shorter period as shall be approved by the Trustee),
the Company shall deliver to the Trustee an Officers' Certificate specifying
the amount of the Sinking Fund payment and the portions thereof which are to
be satisfied by payment of cash, by delivery of Securities or by crediting
Securities, and, at least 45 days prior to the Sinking Fund payment date (or
such shorter period as shall be approved by the Trustee), will also deliver
to the Trustee the Securities to be so delivered. Such Officers' Certificate
shall also state that the Securities forming the basis of any such credit do
not include any Securities which have been redeemed through the operation of
the Sinking Fund in the minimum amount required under Section 1201,
previously credited against any Sinking Fund payment or credited in
accordance with Section 1007(d). The Trustee shall, upon the receipt of such
Officers' Certificate (or, if it shall not have received such an Officers'
Certificate at least 60 days prior to the Sinking Fund payment date, then
following such 60th day), select the Securities to be redeemed upon the next
Sinking Fund payment date, in the manner specified in Section 1104, 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 1105. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1107 and 1108.

                  ARTICLE THIRTEEN--DEFEASANCE AND COVENANT
                                 DEFEASANCE

SECTION 1301.  DEFEASANCE.

     Upon satisfaction of the applicable conditions specified in Section
1303, the Company shall be discharged from all of its obligations under the
Securities and under this Indenture with respect to the Securities, except
for its obligations under Sections 304, 306, 307, 607, 1002 and 1003 and
this Article Thirteen (referred to below as a "Defeasance").

SECTION 1302.  COVENANT DEFEASANCE.

     Upon satisfaction of the applicable conditions specified in Section
1303, the Company shall be released from its obligations under Article Eight
and Sections 1005 through 1009, inclusive, with respect to the Securities
and the occurrence of an event specified in Section 501(4) (with respect to
Article Eight or any of said Sections 1005 through 1009, inclusive) shall
not be deemed to be an Event of Default with respect to the Securities
(referred to below as a "Covenant Defeasance"). Such Covenant Defeasance
means that, with respect to the Securities, 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, whether directly or indirectly by
reason of any reference in this Indenture or in any other document to any
such Section, and that the Securities shall thereafter be deemed not to be
Outstanding for the purposes of any direction,



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waiver, consent or declaration or Act of Holders (and the consequences of
any thereof) in connection with the provisions of Article Eight and Sections
1005 through 1009, inclusive, but shall continue to be deemed Outstanding
for all other purposes hereunder.

SECTION 1303.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to application of either Section
1301 or Section 1302 to the Securities of any Series:

         (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (which term, for purposes of this Article,
     shall also refer to another trustee satisfying the requirements of
     Section 609 who shall agree to comply with the applicable provisions of
     this Article) in trust for the Holders of such Securities (A) money in
     an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms, and with no further reinvestment, will
     provide, not later than one day before the due date of any payment,
     money in an amount, or (C) a combination thereof, sufficient, 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 the principal of (and premium, if
     any) and interest on such Securities at or before the Stated Maturity
     thereof (and to redeem any Sinking Fund Securities required to be
     redeemed prior to such payment and discharge) in accordance with this
     Indenture and such Securities. Notwithstanding the foregoing, in the
     case of any Redeemable Securities which are to be redeemed prior to
     their respective Stated Maturities, no deposit under this paragraph
     shall be deemed sufficient to pay and discharge such Securities as
     aforesaid until proper notice of such redemption shall have been given
     in accordance with Article XI of this Indenture or irrevocable
     instructions shall have been given to the Trustee to give such notice.

         (2) The Company shall have delivered to the Trustee an Opinion of
     Counsel stating that the Holders of such Securities will not recognize
     gain or loss for Federal income tax purposes as a result of such
     deposit, Defeasance or Covenant Defeasance and will be subject to
     Federal income tax on the same amount, in the same manner and at the
     same times as would have been the case if such deposit, Defeasance or
     Covenant Defeasance had not occurred.

         (3) The Company shall have delivered to the Trustee an Officers'
     Certificate to the effect that such Securities, if then listed on any
     securities exchange, will not be delisted as a result of such deposit.

         (4) 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 shall have occurred and be continuing on the date of such
     deposit or, insofar as any event described in Section 501(5) or (6), at
     any time prior to the 91st day after such deposit.

         (5) Such deposit, Defeasance or discharge shall not result in a
     violation of, or constitute a default under, any other agreement or
     instrument to which the Company is a party or by which it is bound.

         (6) Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company as
     defined in the Investment Company Act of 1940, as amended, or such
     trust shall be qualified under such act or exempt from regulation
     thereunder.



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         (7) Such Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest under the TIA with respect to
     any Securities of the Company or any guarantor.

         (8) The Company shall have delivered to the Trustee (i) an
     Officers' Certificate stating that all conditions precedent provided
     for relating to such Defeasance, discharge or deposit have been
     complied with, and (ii) an Opinion of Counsel stating that all
     conditions precedent provided for relating to such Defeasance,
     discharge or deposit have been complied with.

SECTION 1304.  APPLICATION OF FUNDS.

     Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to Section 1303 in respect of one or
more Series of Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but such money need not
be segregated from other funds except to the extent required by law.

     The Company shall pay (in addition to any U.S. Government Obligations
deposited pursuant to Section 1303), and indemnify the Trustee against, any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1303 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 the Securities for which
such deposit is made.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1303 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent Defeasance or
Covenant Defeasance.

SECTION 1305.  REINSTATEMENT.

     If the Trustee or the Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 1304 by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities of such Series shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Thirteen until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 1304; provided, however,
that if the Company makes any payment of principal of and any premium or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of the Securities
of such Series to receive such payment from the money held by the Trustee or
the Paying Agent.




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

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

ANHEUSER-BUSCH COMPANIES, INC.                THE CHASE MANHATTAN BANK,
                                                Trustee

By:   /s/ WILLIAM J. KIMMINS, JR.             By:    /s/ ROBERT S. PESCHLER
   ----------------------------------            ------------------------------
         William J. Kimmins, Jr.                       Robert S. Peschler
      Vice President and Treasurer                  Assistant Vice President




















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