[EXECUTION COPY]













                                  ASHLAND OIL, INC.

                                       and

                                  CITIBANK, N.A.,
                                     Trustee




                            Amendment and Restatement

                              as of August 15, 1990

                                     of the

                                    Indenture

                           Dated as of August 15, 1989




                                 Debt Securities




<PAGE>


                                   AMENDMENT AND RESTATEMENT as of August 15,
                          1990, of the INDENTURE, dated as of August 15, 1989,
                          between ASHLAND OIL, INC., a corporation duly
                          organized and existing under the laws of the
                          Commonwealth of Kentucky (herein called the
                          "Company"), having its principal office at 1000
                          Ashland Drive, Russell, Kentucky 41169 and CITIBANK,
                          N.A., a national banking association duly incorporated
                          and existing under the laws of the United States
                          (herein called the "Trustee").


                                   RECITALS OF THE COMPANY

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

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


                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

                   SECTION 1.01. Definitions. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
                                 -----------


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

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

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

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

                   Certain terms, used solely or principally within an Article
of this Indenture, may be defined in that Article.

                   "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                   "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,
"controls" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                   "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
securities of one or more series.

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

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

                   "Board of Directors" means either the board of directors
of the Company or any duly authorized committee of that board.


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

                   "Business Day", when used with respect to any Place of
Payment or place of publication, means any day which is not a day on which
banking institutions generally in that Place of Payment or place of publication
are authorized or obligated by or pursuant to law, regulation or executive order
to close or as specified for a series of Securities pursuant to Section 3.01 or
as specified for any Security in such Security.

                   "Change in Control" has the meaning specified in Section
11.07.

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

                   "Company" means the Person named as the "Company" paragraph
this in the first of instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation, and shall also mean any obligor
upon the Securities authenticated and delivered under this Indenture.

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

                   "Corporate Trust Office" means the office of the Trustee in
New York, New York, at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
120 Wall Street, New York, N.Y. 10043, except that, with respect to presentation
of Securities for payment or registration of transfers and exchanges and the
location of the Security Registrar, such term means the office or agency of the
Trustee in said city at which at any particular time its corporate agency
business shall be conducted, which at the date hereof is located at 111 Wall
Street, New York, N.Y. 10043.

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

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

                   "Defaulted Interest" has the meaning specified in Section
3.07.

                   "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Securities of that series.

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

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

                   "Euroclear" means the operator of the Euroclear System.

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

                   "Event of Default" has the meaning specified in Section 5.01.

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

                   "Full Rating Category" has the meaning specified in Section
11.07.

                   "Global Security" means a Registered Security or a Bearer
Security evidencing all or part of a series of Securities issued to the
Depositary for such series in accordance with Section 3.03.

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

                   "Indenture" means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01.

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

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

                   "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman of the Board, the President or any Vice
President, and by the Treasurer, the Controller, the Secretary or any Assistant
Treasurer, Assistant Controller or Assistant Secretary, of the Company, and
delivered to the Trustee. Each such Officers' Certificate shall contain the
statements Provided in Section 1.02, if applicable.

                   "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Company and who shall be reasonably
acceptable to the Trustee. Each Opinion of Counsel shall contain the statements
provided in Section 1.02, if applicable.

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

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

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

                (iii) Securities which have been paid pursuant to Section 3.06
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         .bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, .consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such security at any such meeting (1) the principal amount of a Security
denominated in a Foreign Currency or currency unit shall be the Dollar
equivalent (as determined by the Company in good faith) as of the date of
original issuance of such Security of the principal amount of such Security and
(ii) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, or upon any such determination as to the
presence of a quorum, 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 pledge establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

                   "Paying Agent" means any Person authorized by the Company to
pay the Principal of (and Premium, if any) or interest, if any, on any
Securities on behalf of the Company.

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

                   "Place of Payment", when used with respect to the Securities
of any series, means the place or places where, subject to the provisions of
Section 10.02, the principal of (and premium, if any) and interest on the
Securities of that series are payable as specified in accordance with Section
3.01.

                   "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such Particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

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

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

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

                   "Regular Record Date" for the interest payable on any
Interest Payment Date on the Registered Securities of any series means she date
specified for that purpose as contemplated by Section 3.01, which date shall be,
unless otherwise specified pursuant to Section 3.01, the fifteenth day preceding
such Interest Payment pate, whether or not such day shall be a Business Day.
                   "Required Currency" has the meaning specified in Section
1.15.

                   "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, any
assistant vice president, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular appropriate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

                   "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

                   "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

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

                   "Subsidiary" means any corporation (a) substantially all the
property of which is located, and substantially all the operations of which are
conducted, in the continental United States of America, and (b) of which the
Company, directly or indirectly, owns more than fifty percent (50%) of the
outstanding stock which at the time shall have by the terms thereof ordinary
voting power to elect directors of such corporation, irrespective of whether or
not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency,
or (c) any such corporation of which such percentage of shares of outstanding
stock of the character described in the foregoing clause (b) shall at the time
be owned, directly or indirectly, by the Company and one or more Subsidiaries as
defined in the foregoing clauses (a) and (b) or by one or more such
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 or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

                   "Trust Indenture Act" means the Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

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

                   "United States Alien" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

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

                   "Voting Stock" means stock of any class or classes (however
designated) the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of a majority of the directors
(or persons performing similar functions) of the corporation, association or
other business entity in question, even though the right so to vote is at the
time suspended by reasons of the happening of such a contingency.

                   SECTION 1.02. Compliance Certificates and Opinions. Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

                   SECTION 1.03. 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 1.04. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing, or by any Person duly
authorized by means of any written certification, proxy or other authorization
furnished by a Depositary. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such the record of Holders of Securities of such series voting in
series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or instruments
or record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting or, in the case of the Depositary,
furnishing the written certification, proxy or other authorization pursuant to
which such instrument or instruments are signed. Proof of execution of any such
instrument or of a writing appointing any such agent or authorizing any such
Person or any such written certification or proxy shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the
manner Provided in Section 13.06.

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

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

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

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

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

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

                   SECTION 1.05. Notices. etc.. to Trustee and Company.
                                 -------------------------------------
Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                   (1) the Trustee by any Holder or by the Company shall be
         made, given, furnished or filed in writing to or with the Trustee at
         its Corporate Trust Office, Attention: Corporate Trust Administration
         and unless otherwise herein expressly provided, any such document shall
         be deemed to be sufficiently made, given, furnished or filed upon its
         receipt by a Responsible Officer of the Trustee assigned to its
         Corporate Trust Administration, or

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

                   SECTION 1.06. Notice to Holders; Waiver. Where this Indenture
 provides for notice to Holders of any event:
                                 -------------------------

                   (i) if any of the Securities affected by such event are
         Registered Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly Provided) if in writing and mailed,
         first-class postage prepaid, to each Holder affected by such event, at
         his address as it appears in the Security Register, within the time
         prescribed for the giving of such notice, and

                   (ii) if any of the Securities affected by such event are
         Bearer Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly provided or unless otherwise specified in
         such Securities) if published once in an Authorized Newspaper in New
         York City and London and such other cities as shall be specified with
         respect to such Securities and mailed to such Persons whose names and
         addresses were previously filed with the Trustee within the two
         preceding years pursuant to Section 7.03(d), within the time prescribed
         for the giving of such notice.

                   In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein.

                   In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

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

                   SECTION 1.07. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.

                   SECTION 1.08. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                   SECTION 1.09. Successors and Assigns.
                                  ----------------------
All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

                   SECTION 1.10. Separability Clause. In case any provision in
this Indenture or in the Securities or Coupons 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 1.11. Benefits of Indenture. Nothing in this
Indenture or in the Securities or Coupons, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                   SECTION 1.12. Governing Law.
                                 -------------
This Indenture and the Securities and Coupons shall be governed by and
construed in accordance with the laws of the State of New York.

                   SECTION 1.13. Legal Holidays. Except as otherwise specified
as contemplated by Section 3.01, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities or Coupons, if any) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if so made, no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to the next succeeding
Business Day at such Place of Payment.

                   SECTION 1.14. Moneys of Different Currencies To Be
Segregated. The Trustee shall segregate moneys, funds and accounts held by the
Trustee hereunder in one currency (or unit thereof) from any moneys, funds or
accounts in any other currencies (or units thereof) notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such
amounts.

                   SECTION 1.15. Payment To Be in Proper Currency. In the case
of any Security denominated in any particular currency or currency unit (the
"Required Currency"), except as otherwise provided herein, therein or in or
pursuant to the related Board Resolution or supplemental indenture, the
obligation of the company to make any payment of principal, premium or interest
thereon shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency or currency unit other than the
Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency
then due and payable. If any such tender or recovery is made in other than the
Required Currency, the Trustee may take such actions as it considers appropriate
to exchange such other currency or currency unit for the Required Currency. The
costs and risks of any such exchange, including without limitation the risks of
delay and exchange rate fluctuation, shall be borne by the Company, the Company
shall remain fully liable for any shortfall or delinquency in the full amount of
the Required Currency then due and payable and in no circumstances shall the
Trustee be liable therefor. The Company hereby waives any defense of payment
based upon any such tender or recovery which is not in the Required Currency, or
which, when exchanged for the Required Currency by the Trustee, is less than the
full amount of the Required Currency then due and payable.

                   SECTION 1.16. Language of Notices, etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

                                   ARTICLE TWO

                                 Security Forms

                   SECTION 2.01. Forms Generally. The Securities of each series
and the Coupons, if any, to be attached thereto shall be in substantially the
forms (including temporary or definitive global form) as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and Coupons, if any, as evidenced by their
execution of the Securities and Coupons, if any. If the forms of Securities or
Coupons of any series (or any such temporary or definitive Global Security) are
established by, or by action taken pursuant to a Board Resolution, a copy of the
Board Resolution together with an appropriate record of any action taken
pursuant thereto, which Board Resolution or record of such action shall have
attached thereto a true and correct copy of the forms of Security approved by or
pursuant to such Board Resolution, shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities (or any such temporary or
definitive Global Security) or Coupons.

                   Unless otherwise specified as contemplated by Section 3.01,
Securities in bearer form shall have interest Coupons attached.


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

                  SECTION 2.02. Form of Trustee's Certificate of Authentication
                                -----------------------------------------------
The Trustee's certificate of authentication shall be
in substantially the following form:

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

                                                      [full name of Trustee]
                                                      as Trustee


                                                      By _______________________
                                                         Authorized Officer

                   SECTION 2.03. Securities in Global Form. If Securities of a
series are issuable in global form, as specified as contemplated by Section
3.01, then, notwithstanding clause (8) of Section 3.01 and the provisions of
Section 3.02, such Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the
provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall
deliver and redeliver any Security in definitive global bearer form in the
manner and upon written instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel. The beneficial owner
of a Note represented by a definitive Global Security in bearer form may, upon
no less than 30 days' written notice to the Trustee, given by the beneficial
owner through a Depositary, exchange its interest in such definitive Global
Security for a definitive Bearer Note or Notes, or a definitive Registered Note
or Notes, of any authorized denomination. No individual definitive Bearer Note
will be delivered in or to the United States.

                   The provisions of the last sentence of the third to the last
paragraph of Section 3.03 shall apply to any Security represented by a Security
in global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third to the last paragraph
of Section 3.03.

                   Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of principal
of and any premium and any interest on any Security in definitive global form
shall be made to the Person or Persons specified therein.

                                  ARTICLE THREE

                                 The Securities

                  SECTION 3.01. Amount Unlimited; Issuable in Series.
                                ------------------------------------
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

                   (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
         11.06 and except for any Securities which, pursuant to Section 3.03 are
         deemed never to have been authenticated and delivered hereunder);

                   (3) the date or dates on which the principal (and premium, if
         any) of any of the Securities of the series are payable or the method
         of determination thereof;

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

                   (5) the place or places where the principal of (and premium,
         if any) and interest, if any, on any of the Securities and Coupons, if
         any of the series shall be payable and the office or agency for the
         Securities of the series maintained by the Company pursuant to Section
         10.02;

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

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

                   (8) if other than denominations of $1,000, if registered, and
         $5,000, if bearer, and in any integral multiple of the applicable
         denominations for Securities denominated in Dollars, the denominations
         in which the Securities of the series shall be issuable;

                   (9) if other than the principal amount thereof, the portion
         of the principal amount of any of the Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 5.02;

                (10)    the application, if any, of Section 4.03, or such other
         means of satisfaction and discharge as may be
         specified for the Securities and Coupons, if any, for a series;

                (11) any deletions or modifications of or additions to the
         Events of Default set forth in Section 5.01 or covenants of the Company
         set forth in Article Ten pertaining to the Securities of the series
         (including without limitation whether the provisions of Section 10.08
         or 10.09 shall not be applicable to the Securities of the series);

                (12)     the forms of the Securities and Coupons, if any, of
the series;

                 (13) if other than Dollars, the coin or currency or currencies,
         or currency unit or units, in which payment of the principal of (and
         premium, if any) and interest, if any, on any of the Securities of the
         series shall be payable;

                (14) if the principal of (and premium, if any) or interest, if
         any, on any of the Securities of the series are to be payable at the
         election of the Company or a Holder thereof, or under some or all other
         circumstances, in a coin or currency or currencies, or currency unit or
         units, other than that in which the Securities are denominated, the
         period or periods within which, and the terms and conditions upon
         which, such election may be made, or the other circumstances under
         which any of the Securities are to be so payable, and any provision
         requiring the Holder .to bear currency exchange costs by deduction from
         such payments;

                (15) if the amount of payments of principal (and premium, if
         any) or interest, if any, on any of the Securities of the series may be
         determined with reference to an index based on (i) a coin or currency
         or currencies, or currency unit or units other than that in which such
         Securities are stated to be payable or (ii) any method not inconsistent
         with the provisions of this Indenture specified in or pursuant to such
         Board Resolution, then in each case (i) and (ii) the manner in which
         such amounts shall be determined;

                (16) whether the Securities of the series are to be issued as
         Registered Securities or Bearer Securities (with or without Coupons);
         whether Bearer Securities may be exchanged for Registered Securities of
         the series and whether Registered Securities may be exchanged for
         Bearer Securities of the series (if permitted by applicable laws and
         regulations) and the circumstances under which and the place or places
         where any such exchanges, if permitted, may be made; and whether the
         Securities of the series shall be issued in whole or in part in the
         form of one or more Global Securities and, in such case, the Depositary
         for such Global Security or Securities and whether any Global
         Securities of the series are to be issuable initially in temporary form
         and whether any Global Securities of the series are to be issuable in
         definitive form with or without coupons and, if so, whether beneficial
         owners of interests in any such definitive Global Security may exchange
         such interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which and
         the place or places where any such exchanges may occur, if other than
         in the manner provided in Section 3.05;

                (17) whether and under what circumstances and with what
         procedures and documentation the Company will pay additional amounts on
         any of the Securities and Coupons, if any, of the series to any Holder
         who is not a U.S. Person (including a definition of such term), in
         respect of any tax, assessment or governmental charge withheld or
         deducted and, if so, whether the Company will have the option to redeem
         such Securities rather than pay additional amounts (and the terms of
         any such option);

                  (18) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name that Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the Coupons appertaining thereto as
         they severally mature and to the extent to which, or the manner in
         which, any interest payable on a temporary Global Security on an
         Interest Payment Date will be paid if other than in the manner provided
         in Section 3.04; and

                (19)     any other terms of any of the Securities of the series.

                   All Securities of any one series and the Coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.03) set forth in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

                   At the option of the Company, interest on the Registered
Securities of any series that bears interest may be paid by mailing a check to
the address of any Holder as such address shall appear in the Securities
Register.

                   If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

                   SECTION 3.02. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in Dollars
shall be issuable in denominations of $1,000, if registered, and $5,000, if
bearer, and in any integral multiple of the applicable denominations. Securities
of each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Company executing
the same may determine with the approval of the Trustee.

                  SECTION 3.03. Execution, Authentication. Delivery and Dating.
The Securities shall be executed on behalf of the Company by manual or facsimile
signatures of its Chairman, its President or any of its Vice Presidents or its
Treasurer, under its corporate seal reproduced thereon attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries. Any
Coupons shall be executed on behalf of the Company by the manual or facsimile
signature of any such officer of the Company.

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

                   At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any Coupons appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security (including any
temporary Bearer Security issued pursuant to Section 3.04 which is not a Global
Security) shall be mailed or otherwise delivered to any location in the United
States; and provided; further that a Bearer Security may be delivered outside
the United States in connection with its original issuance only if the Person
entitled to receive such Bearer Security (including any temporary Bearer
Security issued pursuant to Section 3.04 which is not a Global Security) shall
have furnished a certificate in the form set forth in Exhibit A.1 to this
Indenture, dated on the earlier of the first Interest Payment Date and the date
of the delivery -of the Bearer Security in definitive form. If any Security
shall be represented by a definitive Global Security in bearer form, then, for
purposes of this Section and Section 3.04, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary Global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such definitive Global Security in bearer form. Except as permitted by Section
3.06, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant Coupons for interest then matured have been detached and
canceled.

                   If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating:

                   (a) if the forms of such Securities and any Coupons have been
         established by or pursuant to a Board Resolution as permitted by
         Section 2.01, that such forms have been established in conformity with
         the provisions of this Indenture;

                   (b) if the terms of such Securities and any Coupons have been
         or are to be established by or pursuant to a Board Resolution as
         permitted by Section 3.01, that such terms (or in the case of the
         issuance of Securities pursuant to the next paragraph, the procedures
         for determining such terms) have been established in conformity with
         the provisions of this Indenture; and

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

If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. Without limiting the
generality of the foregoing, the Trustee shall not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it will be unable to perform its duties with respect to such Securities.

                   Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Global Security in bearer form
shall be dated as of the date of original issuance of the first Security of such
series to be issued.

No Security or Coupon shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company' shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                   If the Company shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in the form of a
Global Security, 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 the Global Security that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of
Outstanding Securities of such series to be represented by the Global Security,
(ii) shall be registered, if in registered form, in the name of the Depositary
for such Global Security or the nominee of such Depositary, and (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depository's
instruction.

                   Each Depositary designated pursuant to Section 3.01 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 Securities Exchange Act of 1934 and any other applicable statute or
regulation.

                  SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more Coupons or without Coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced conclusively by
their execution of such Securities. Such temporary Securities may be in global
form.

                   Except in the case of temporary Global Securities in bearer
form (which shall be exchanged in accordance with the provisions of the
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company maintained pursuant to
Section 10.02 in a Place of Payment for such series for the purpose of exchanges
of Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured Coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
or authorized denominations and having the same terms and conditions; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03.

                   If temporary Global Securities of any series are issued in
bearer form, any such temporary Global Securities in bearer form shall, unless
otherwise provided therein, be delivered to the London office of a Depositary
(the "Common Depositary"), for the benefit of Euroclear and CEDEL S.A., for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

Without unnecessary delay but not later than the date specified in, or
determined pursuant to the terms of, any such temporary Global Security (but in
any event in the case of definitive Securities to be delivered in bearer form
not before the beneficial owners of interests in the temporary Global Security
have provided the certification set forth in Section 3.03) (the "Exchange
Date"), the Company shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the Exchange Date such
temporary Global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary Global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such temporary Global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary Global Security in
bearer form shall be in bearer form, registered form, definitive global form
(registered or bearer), or any combination thereof, as specified as contemplated
by Section 3.01, and, if any combination thereof is so specified, as requested
by the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary Global Security in bearer form, upon such
presentation by the Common Depositary, such temporary Global Security in bearer
form shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
Global Security in bearer form held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary Global Security in bearer form held for
its account then to be exchanged, each in the form set forth in Exhibit A.2 to
this Indenture; and Provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary Global Security in bearer
form only in compliance with the requirements of Section 3.03.

Unless otherwise specified in such temporary Global Security in bearer form, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security in bearer form shall be exchanged for definitive Securities of the same
series and of like tenor following the Exchange Date when the beneficial owner
instructs Euroclear or CEDEL S.A., as the case may be, to request such exchange
on his behalf and delivers to Euroclear or CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit A.1 to this Indenture, dated on the
earlier of the first Interest Payment Date and the date of delivery of the
Securities in definitive form, copies of which certificate in blank shall be
available from the offices of Euroclear, CEDEL S.A., the Trustee, any
Authenticating Agent appointed for such series of Securities and any Paying
Agent appointed for such series of Securities. Unless otherwise specified in
such temporary Global Security in bearer form, any such exchange shall be made
free of charge to the beneficial owners of such temporary Global Security in
bearer form, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or CEDEL S.A. The definitive Securities in bearer form to
be delivered in exchange for any portion of a temporary Global Security in
bearer form shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.01, interest payable on a temporary
Global Security in bearer form on an Interest Payment Date for Securities of
such series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and CEDEL S.A. on such Interest Payment Date upon delivery by
Euroclear and CEDEL S.A. to the Trustee of a certificate or certificates in the
form set forth in Exhibit A.3 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary Global Security in
bearer form (or to such other accounts as they may direct) on such Interest
Payment Date and who have each delivered to Euroclear or CEDEL S.A., as the case
may be, a certificate in the form set forth in Exhibit A.4 to this Indenture.
Any interest so received by Euroclear and CEDEL S.A. and not paid as herein
provided shall be returned to the Trustee immediately prior to the expiration of
two years after such Interest Payment Date in order to be repaid to the Company
in accordance with Section 10.03.

                  SECTION 3.05. Registration; Registration of Transfer and
Exchange. The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 10.02 a register (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the registration of transfers of Registered Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 10.02 for such purpose in a Place of Payment for such
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor and having the same terms and
conditions.

                  The Company may establish pursuant to Section 3.01 that, at
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor and having the
same terms and conditions, upon surrender of the Securities to be exchanged at
any such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. Bearer Securities may not be issued in exchange for Registered
Securities.

                  At the option of the Holder (if so provided pursuant to
Section 3.01) Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor and having the same terms and conditions,
upon surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured Coupons and all matured Coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured Coupon or Coupons or matured Coupon or Coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 10.02,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of Business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 3.01, any definitive Global Security in bearer form
shall be exchangeable only as provided in this paragraph. If the beneficial
owners of interests in a definitive Global Security in bearer form are entitled
to exchange such interests for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified as
contemplated by Section 3.01, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such definitive Global
Security in bearer form, executed by the Company. On or after the earliest date
on which such interest may be so exchanged, such definitive Global Security in
bearer form shall be surrendered by the Common Depositary or such other
depositary or Common Depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such definitive Global Security in bearer form, an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such definitive
Global Security in bearer form to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 3.01, shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending
on the relevant Redemption Date; and provided further that no Bearer Security
delivered in exchange for a portion of a definitive Global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a definitive Global
Security in bearer form after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such definitive Global Security in bearer
form is payable in accordance with the provisions of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06 or 11.06 not involving any
transfer.

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

If at any time the Depositary for the Global Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the Global
Securities of such series or if at any time the Depositary for the Global
Securities of such series shall no longer be eligible under Section 3.03, the
Company shall appoint a successor Depositary with respect to the Global
Securities of such series. If a successor Depositary for the Global Securities
of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 3.01 that such Registered Securities be represented
by one or more Global Securities shall no longer be effective with respect to
the Global Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

                  If specified by the Company pursuant to Section 3.01 with
respect to a series of Securities, the Company may at any time and in its sole
discretion determine that the Securities of any series issued in the form of one
or more Global Securities shall no longer be represented by such Global Security
or Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

                  If specified by the Company pursuant to Section 3.01 with
respect to a series of Securities, the Depositary for such series of Securities
may at its option 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, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, shall
authenticate and deliver, without charge to the Holders,

                  (i) to each Person specified by such Depositary a new Security
         or Securities of the 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 or
         Securities; 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 definitive Securities delivered to Holders thereof.

In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Securities
(a) in definitive registered form in authorized denominations, if the Securities
of such series are issuable as Registered Securities, (b) in definitive bearer
form in authorized denominations, with coupons attached, if the Securities of
such series are issuable as Bearer Securities or (c) as either Registered or
Bearer Securities, if the Securities of such series are issuable in either form;
provided, however, that a definitive Bearer Security shall be delivered in
exchange for a temporary Global Security only in compliance with the conditions
set forth in Section 3.04; and provided further that delivery of a Bearer
Security shall occur only outside the United States.

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

                  Unless otherwise specified by the Company pursuant to Section
3.01, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
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.

                  SECTION 3.06. Mutilated, Destroyed. Lost and Stolen
Securities. If any mutilated Security or Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and with the same
terms and conditions and bearing a number not contemporaneously outstanding with
Coupons corresponding to the Coupons, if any, appertaining to the surrendered
Security.

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

                  In case any such mutilated, destroyed, lost or stolen Security
or Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon pay such Security or
Coupon; provided, however, that principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
10.02, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.01, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

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

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

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

                  SECTION 3.07. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, interest on any Registered Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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

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

                  Subject to the foregoing provisions of this Section and
Section 3.05, 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.

                  None of the Company, the Trustee, any Authenticating Agent,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of any beneficial ownership interest in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.

                  SECTION 3.08. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 3.05 and 3.07) 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.

                  Title to any Bearer Security and any Coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any Coupon as the absolute owner of such Security or Coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or Coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  SECTION 3.09. Cancellation. All Securities and Coupons
surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Securities and Coupons
so delivered shall be promptly canceled by the Trustee. All Bearer Securities
and unmatured Coupons held by the Trustee pending such cancellation shall be
deemed to be delivered for cancellation for all purposes of this Indenture and
the Securities. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities and Coupons held
by the Trustee shall be destroyed in a manner selected by the Trustee unless
otherwise directed by a Company Order.

                  SECTION 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360--day
year of twelve 30-day months.

                  SECTION 3.11. Compliance with Certain Laws and Regulations. If
any Bearer Securities are to be issued in any series of Securities, the Company
will use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance with such laws and regulations and without adverse consequences to
the Company, the Holders and the Trustee.

                  SECTION 3.12. Medium-Term Securities. Notwithstanding any
contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Company
Order, Officers' Certificate, supplemental indenture or Opinion of Counsel
otherwise required pursuant to Sections 1.02, 3.01, 3.03 and 3.04 at or prior to
the time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

                  An Officers' Certificate or supplemental indenture, delivered
pursuant to this Section 3.12 in the circumstances set forth in the preceding
paragraph may provide that Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the telephonic or written order of persons designated in such Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such persons) and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture such terms and conditions of said Securities as are
specified in such Officers' Certificate or supplemental indenture, provided that
the foregoing procedure is acceptable to the Trustee.


                                  ARTICLE FOUR

                           Satisfaction and Discharge

                  SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to a series of Securities (except as to any surviving rights of (as applicable)
registration of transfer or exchange of Securities and Coupons, if any, of such
series herein expressly provided for) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such series, when

                  (1) either

                          (A) all Securities and Coupons of such series
                  theretofore authenticated and delivered (other than (i)
                  Coupons appertaining to Bearer Securities surrendered for
                  exchange for Registered Securities and maturing after such
                  exchange, whose surrender is not required or has been waived
                  as provided in Section 3.05, (ii) Securities and Coupons of
                  such series which have been destroyed, lost or stolen and
                  which have been replaced or paid as provided in Section 3.06,
                  (iii) Coupons appertaining to Securities called for redemption
                  and maturing after the relevant Redemption Date, whose
                  surrender has been waived as provided in Section 11.06, and
                  (iv) Securities and Coupons of such series for whose payment
                  money has theretofore been deposited in trust or segregated
                  and held in trust by the Company and thereafter repaid to the
                  Company or discharged from such trust, as provided in Section
                  10.03) have been delivered to the Trustee for cancellation; or

                         (B)    all such Securities and Coupons of such series
                  not theretofore delivered to the Trustee for
                  cancellation

                                  (i)     have become due and payable, or

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

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

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to a series, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.

                  SECTION 4.02. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Sections 4.01 and 4.03 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and Coupons, if any, and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                  SECTION 4.03. Satisfaction. Discharge and Defeasance
                                ---------------------------------------

of Securities of Any Series.
---------------------------


If this Section is specified, as contemplated by Section 3.01, to be applicable
 to Securities and Coupons, if any, of any series, at the Company's option,
either

                  (a) the Company will be deemed to have been Discharged (as
         defined below) from its obligations with respect to Securities and
         Coupons, if any, of such series or

                  (b) the Company will cease to be under any obligation to
         comply with any term, provision or condition set forth in (x) Sections
         8.01, 8.02, 10.08 and 10.09 or (y) the instrument or instruments
         setting forth the terms, provisions or conditions of such series
         pursuant to Section 3.01 provided in case of this subclause (y) that
         such instrument or instruments specify which terms, provisions or
         conditions, if any, are subject to this clause (b) provided further,
         however, that no such instrument may specify that the Company may cease
         to comply with any obligations as to which it may not be Discharged
         pursuant to the definition of "Discharged"); in each case (a) and (b)
         with respect to the Securities and Coupons, if any, of such series on
         the 91st day after the applicable conditions set forth below in (p) and
         either (q) or (r) have been satisfied:

                  (p) (1) the Company has paid or caused to be paid all other
         sums payable with respect to the Outstanding Securities and Coupons, if
         any, of such series (in addition to any required under (q) or (r)); and

                  (2) 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, as applicable (i)
         the satisfaction and discharge of the entire indebtedness on all
         Outstanding Securities and Coupons, if any, of any such series, or (ii)
         the discharge of the obligations with respect to the Securities of such
         series set forth in (b) above, have been complied with;

                  (q) (1) the Company shall have with respect to (a) or (b)
         above deposited or caused to be deposited irrevocably with the Trustee
         as a trust fund specifically pledged as security for, and dedicated
         solely to, the benefit of the Holders of the Securities and Coupons, if
         any, of such series (i) money in an amount (in such currency,
         currencies or currency unit or units in which any Outstanding
         Securities and Coupons, if any, of such series are payable) or (ii) in
         the case of Securities and Coupons, if any, denominated in Dollars,
         U.S. Government Obligations (as defined below) or, in the case of
         Securities and Coupons, if any, denominated in a Foreign Currency,
         Foreign Government Securities (as defined below), which through the
         payment of interest and principal in respect thereof in accordance with
         their terms will provide, not later than one day before the due date of
         any payment of principal (including any premium) and interest, if any,
         under the Securities and Coupons, if any, of such series, money in an
         amount or (iii) a combination of (i) and (ii), sufficient (in the
         opinion with respect to (ii) and (iii) of a nationally recognized firm
         of independent public accountants expressed in a written certification
         thereof delivered to the Trustee) to pay and discharge each installment
         of principal of (including any premium), and interest, if any, on, the
         Outstanding Securities and Coupons, if any, of such series on the dates
         such installments of interest or principal (including any premium) are
         due, in the currency, currencies or currency unit or units, in which
         such Securities and Coupons, if any, are payable;

                  (2) (i) no Event of Default or event (including such deposit)
         which with notice or lapse of time would become an Event of Default
         shall have occurred and be continuing on the date of such deposit, (ii)
         no Event of Default as defined in clause (5) or (6) of Section 5.01, or
         event which with notice or lapse of time or both would become an Event
         of Default under either such clause, shall have Occurred within 90 days
         after the date of such deposit and (iii) such deposit and the related
         intended consequence under (a) or (b) will not result in any default or
         event of default under any material indenture, agreement or other
         instrument binding upon the Company or any Subsidiary or any of their
         properties; and

                  (3) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that Holders of the Securities and Coupons, if
         any, of such series will not recognize income, gain or loss for Federal
         income tax purposes as a result of the Company's exercise of its option
         under this Section 4.03 and will be subject to Federal income tax in
         the same amount, in the same manner and at the same times as would have
         been the case if such option had not been exercised;

                  (r) the Company has properly fulfilled such other means of
         satisfaction and discharge as is specified, as contemplated by Section
         3.01, to be applicable to the Securities and Coupons, if any, of such
         series.

                  Any deposits with the Trustee referred to in clause (q) (1)
above will be made under the terms of an escrow trust agreement in form
satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any,
of such series are to be redeemed prior to their Stated Maturity, whether
pursuant to any mandatory redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement will
provide therefor and the Company will make arrangements for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.

SECTION 4.04. Reinstatement. If the Trustee is unable to apply any money, U.S.
Government Obligations or Foreign Government Securities in accordance with
Section 4.01 or 4.03 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities and Coupons, if any, of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
4.01 or 4.03 until such time as the Trustee is permitted to apply all such
money, U.S. Government Obligations or Foreign Government Securities in
accordance with Section 4.01 or 4.03; provided, however, that if the Company has
made any payment of interest on or principal of (and premium, if any) on any
Securities and Coupons, if any, of such series because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such series of Securities and Coupons, if any, to receive such payment from the
money, U.S. Government Obligations or Foreign Government Securities held by the
Trustee.

                  SECTION 4.05. Definitions. The following terms, as used in
                                -----------
this Article IV, shall have the following meanings:


                  "Discharged" means that the Company will be deemed to have
         paid and discharged the entire indebtedness represented by, and
         obligations under, the Securities and Coupons, if any, of the series as
         to which this Section is specified as applicable as aforesaid and to
         have satisfied all the obligations under this Indenture relating to the
         Securities and Coupons, if any, of such series (and the Trustee, at the
         expense of the Company, will execute proper instruments acknowledging
         the same), except (A) the rights of Holders thereof to receive, from
         the trust fund described in clause (q) (1) above, payment of the
         principal of (premium, if any) and the interest, if any, on such
         Securities and Coupons, if any, when such payments are due, (B) the
         Company's obligations with respect to such Securities and Coupons, if
         any, under Sections 3.05 and 3.06 (insofar as applicable to Securities
         of such series), 4.02, 10.02 and 10.03 (last paragraph only) and the
         Company's obligations to the Trustee under Sections 6.07 and 6.10, (C)
         the rights of Holders of Securities of any series with respect to the
         currency or currency units in which they are to receive payments of
         principal, premium, if any, and interest and (D) the rights, powers,
         trusts, duties and immunities of the Trustee hereunder, will survive
         such discharge. The Company will reimburse the trust fund for any loss
         suffered by it as a result of any tax, fee or other charge imposed on
         or assessed against deposited U.S. Government Obligations or Foreign
         Government Securities, as the case may be, or any principal or interest
         paid on such obligations, and, subject to the provisions of Section
         6.07, will indemnify the Trustee against any claims made against the
         Trustee in connection with any such loss.

                  "Foreign Government Securities" means, with respect to
         Securities and Coupons, if any, of any series that are denominated in a
         Foreign Currency, securities that are (i) direct obligations of the
         government that issued or caused to be issued such currency for the
         payment of which obligations its full faith and credit is pledged or
         (ii) obligations of a Person controlled or supervised by and acting as
         an agency or instrumentality of such government the timely payment of
         which is unconditionally guaranteed as a full faith and credit
         obligation by such government, which, in either case under clauses (i)
         or (ii), are not callable or redeemable at the option of the issuer
         thereof.

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

                                  ARTICLE FIVE

                                    Remedies

                  SECTION 5.01. Events of Default. "Event of Default", wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless it is either inapplicable to
a particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:

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

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

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

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

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

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

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

                  SECTION 5.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all of
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders) and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

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

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

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

                            (D) in Dollars all sums paid or advanced by the
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and all other amounts due the Trustee under Section
                  6.07;

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the nonpayment of the principal of Securities of
         that: series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.13. No
         such rescission shall affect any subsequent default or impair any right
         consequent thereon.

                   SECTION 5.03. Collection of Indebtedness and Suits for
                                 ----------------------------------------
                                 Enforcement by Trustee.
                                 -----------------------
                The Company covenants that if


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

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

                   (3) default is made in the deposit of any sinking fund
         payment, when and as due by the terms of a Security, the Company will,
         upon demand of the Trustee, pay to it, for the benefit of the Holders
         of such Securities and Coupons, if any, the whole amount then due and
         payable on such Securities and Coupons, if any, for principal (and
         premium, if any) and interest and, to the extent that payment of such
         interest shall be legally enforceable, interest on any overdue
         principal (and premium, if any) and on any overdue interest, at the
         rate or rates prescribed therefor in such Securities and Coupons, if
         any, and, in addition thereto, such further amount as shall be
         sufficient to cover the costs and expenses of collection, including the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel and all other amounts due the Trustee
         under Section 6.07.

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

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

                   SECTION 5.04. Trustee May File Proofs of Claim. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                   (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel and
         all other amounts due the Trustee under Section 6.07) and of the
         Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

                   SECTION 5.05. Trustee May Enforce Claims Without Possession
of Securities. All rights of action and claims under this Indenture or the
Securities or Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.07,
be for the ratable benefit of the Holders of the Securities and Coupons, if any,
in respect of which such judgment has been recovered.

                   SECTION 5.06. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                   FIRST:        to the payment of all amounts due the Trustee
                   under Section 6.07;

                   SECOND: to the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal (and premium, if any) and interest, respectively; and

                   THIRD:        the balance, if any, to the Person or Persons
                   entitled thereto.

                   SECTION 5.07. Limitation on Suits.
                                 -------------------
      No Holder of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy
hereunder, unless

                   (1) an Event of Default with respect to Securities of such
         series shall have occurred and be continuing and such Holder has
         previously given written notice to the Trustee of such continuing Event
         of Default;

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture (including without limitation the provisions of Section 5.12)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 5.08. Unconditional Right of Holders To Receive Principal. Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of
any Security or any Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security or Coupon on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

                   SECTION 5.09. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall). continue as though no such
proceeding had been instituted.

                   SECTION 5.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                   SECTION 5.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Securities 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 5.12. Control by Holders. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series;
provided that

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

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

                   (3) subject to the provisions of Section 6.01, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the action so directed would involve the
         Trustee in personal liability.

                   SECTION 5.13. Waiver of Past Defaults. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default

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

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

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

                  SECTION 5.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, 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 Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security or the payment
of any Coupon on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date)

                   SECTION 5.15. 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.





                                         ARTICLE SIX

                                         The Trustee

                   SECTION 6.01. Certain Duties and Responsibilities.
                                 -----------------------------------
(a) Except during the continuance of an Event of Default with
respect to any series:

                   (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 provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

                   (b) In case an Event of Default has occurred and is
continuing with respect to any series, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture with respect to such series,
and use the same degree of care and skill in their exercise, as oa 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 any series, given pursuant to Section
         5.12, 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 with
         respect to the Securities of such series; 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.

                   (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 6.02. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit notice of such default hereunder known to the
Trustee to the Holders of such Securities as provided in Section 7.03(d), 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 of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; provided
further, that in the case of any default of the character specified in Section
5.01(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

                   SECTION 6.03. Certain Rights of Trustee.
                                  -------------------------
Subject to the provisions of Section 6.01:


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

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

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

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

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

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

                   (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; and

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

                  SECTION 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or
the proceeds thereof.

                  SECTION 6.05. 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 or warrants to purchase Securities and, subject
to Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 6.06. Money Held in Trust. Except as provided in
Section 1.14, money held by the Trustee or any Paying Agent in trust hereunder
need not be segregated from other funds except to the extent required by law.
The Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 6.07. Compensation and Reimbursement.
                                ------------------------------
The Company agrees


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

                  (3) to indemnify the Trustee in Dollars 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 the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

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

                  SECTION 6.08. Disqualification; Conflicting Interests. (a) If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities and Coupons, if any, of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities and Coupons, if any, of that series in the manner and with the effect
hereinafter specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of Subsection (a) of this Section with respect to the Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice pursuant to Section 1.06, of such failure, to all
Holders of such series.

                  (c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if

                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any series other than that series or
         is trustee under another indenture under which any other securities, or
         certificates of interest or participation in any other securities, of
         the Company are outstanding, unless such other indenture is a
         collateral trust indenture under which the only collateral consists of
         Securities issued under this Indenture; provided that there shall be
         excluded from the operation of this paragraph the Indentures dated as
         of June 1, 1988, August 15, 1977, February 15, 1970 and August 1, 1967,
         under which the Medium-Term Notes, Series A, 8.20% Sinking Fund
         Debentures Due 2002, 8.80% Sinking Fund Debentures Due 2000 and 6.15%
         Sinking Fund Debentures Due 1992 of the Company are respectively
         outstanding and this Indenture with respect to the Securities of any
         series other than that series or any indenture or indentures under
         which other securities, or certificates of interest or participation in
         other securities, of the Company are outstanding, if

                          (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 3.05(b) or Section 3.07(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  that series and one or more other series or the provisions of
                  such other indenture or indentures which are so likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to the Securities of that series
                  and such other series or under such other indenture or
                  indentures, or

                          (ii) the Company shall have sustained the burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Securities of that series and
                  such other series or such other indenture or indentures is not
                  so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Indenture with respect to the Securities of that
                  series and such other series or under much other indenture or
                  indentures;

                  (2)     the Trustee or any of its directors or executive
         officers is an obligor upon the Securities or an
         underwriter for the Company;

                  (3) the Trustee directly or indirectly controls or is directly
         or indirectly controlled by or is under direct or indirect common
         control with the Company or an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the Trustee may be designated by
         the Company or by any underwriter for the Company to act in the
         capacity of transfer agent, registrar, custodian, paying agent, fiscal
         agent, escrow agent or depositary, or in any other similar capacity,
         or, subject to the provisions of paragraph (1) of this Subsection, to
         act as trustee, whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof, or is beneficially owned,
         collectively, by any two or more such persons;

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined) (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined) 5% or more of the voting
         securities of any person who, to the knowledge of the Trustee, owns 10%
         or more of the voting securities of, or controls directly or indirectly
         or is under direct or indirect common control with, the Company;

                  (8) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any class of
         security of any person who, to the knowledge of the Trustee, owns 50%
         or more of the voting securities of the Company; or

                  (9) the Trustee owns, on May 15 in any calendar year, in the
         capacity of executor, administrator, testamentary or inter vivos
         trustee, guardian, committee or conservator, or in any other similar
         capacity, an aggregate of 25% or more of the voting securities, or of
         any class of security, of any person, the beneficial ownership of a
         specified percentage of which would have constituted a conflicting
         interest under paragraph (6), (7) or (8) of this Subsection. As to any
         such securities of which the Trustee acquired ownership through
         becoming executor, administrator or testamentary trustee of an estate
         which included them, the provisions of the preceding sentence shall not
         apply, for a period of two years from the date of such acquisition, to
         the extent that such securities included in such estate do not exceed
         25% of such voting securities or 25% of any such class of security.
         Promptly after May 15 in each calendar year, the Trustee shall make a
         check of its holdings of such securities in any of the above-mentioned
         capacities as of such May 15. If the Company fails to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such securities in any of the
         above-mentioned capacities as of the date of the expiration of such
         30-day period, and after such date, notwithstanding the foregoing
         provisions of this paragraph, all such securities so held by the
         Trustee, with sole or joint control over such securities vested in it,
         shall, but only so long as such failure shall continue, be considered
         as though beneficially owned by the Trustee for the purposes of
         paragraphs (6), (7) and (8) of this Subsection.

                  The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

                  (d)     For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to the
         Company, means every person who, within three years prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of any security of the Company outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation or
         any individual performing similar functions with respect to any
         organization, whether incorporated or unincorporated.

                  (3) The term "person" means an individual, a corporation, a
         partnership, an association, a joint stock company, a trust, an
         unincorporated organization or a government or political subdivision
         thereof. As used in this paragraph, the term "trust" shall include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangement whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                  (5)     The term "Company" means any obligor upon the
 Securities.

                  (6) The term "executive officer" means the president, every
         vice president, every trust officer, the cashier, the secretary and the
         treasurer of a corporation, and any individual customarily performing
         similar functions with respect to any organization whether incorporated
         or unincorporated, but shall not include the chairman of the board of
         directors.

                  (e) The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitled the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                   (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                          (i)     securities of an issuer held in a sinking
         fund relating to securities of the issuer of the same
                  class;

                          (ii) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                         (iii) securities pledged by the issuer thereof as
         security for an obligation of the issuer not in default as
                  to principal or interest or otherwise; and

                          (iv) securities held in escrow if placed in escrow
 by the issuer thereof;

         provided, however, that any voting securities of an issuer shall be
         deemed outstanding if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and provided
         further that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

                  SECTION 6.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a Corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 6.10. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08(a)
         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

                  (2) the Trustee for a series shall cease to be eligible under
         Section 6.09 and shall fail to resign after written request therefor by
         the Company or by any Holder of Securities of such series, or

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

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

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

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by giving notice of such event to all Holders of Securities of such series as
provided by Section 1.06. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

                  SECTION 6.11. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

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

                  SECTION 6.13. Preferential Collection of Claims Against
Company. (a) Subject to Subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and Coupons, if any, and the holders of other indenture securities,
as defined in Subsection (c) of this Section:

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such four-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this Subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         petition in bankruptcy had been filed by or against the Company upon
         the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such four-month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third-Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Act or applicable
         State law;

                  (B) to realize, for its own account, upon any property held by
         it as security for any such claim, if such property was so held prior
         to the beginning of such four-month period;

                  (C) to realize, for its own account, but only to the extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such four-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in Subsection (c) of this Section, would
         occur within four months; or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C), against the release of any property held as security for
         such claim as provided in paragraph (B) or (C) as the case may be, to
         the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Holders and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with -respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.



                  Any Trustee which has resigned or been removed after the
beginning of such four-month period shall be subject to the provisions of this
Subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such four-month
period, it shall be subject to the provisions of this Subsection if and only if
the following conditions exist:

                  (i) the receipt of property or reduction of claim, which would
         have given rise to the obligations to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such four-month
         period; and

                  (ii) such receipt of property or reduction of claim occurred
         within four months after such resignation or removal.

                   (b) There shall be excluded from the operation of Subsection
(a) of this Section a creditor relationship arising from:

                  (1)     the ownership or acquisition of securities issued
         under any indenture, or any security or securities having
         a maturity of one year or more at the time of acquisition by the
         Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction, as defined in Subsection (c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper, as defined in
         Subsection (c) of this Section.

                  (c)     For the purposes of this Section only:

                  (1) the term "default" means any failure to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities or upon the other indenture securities when and as such
         principal or interest becomes due and payable;

                  (2) the term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

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

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

                  (5)    the term "Company" means any obligor upon the
Securities; and

                  (6)    the term "Federal Bankruptcy Act" means the
Bankruptcy Act or Title II of the United States Code.

                  SECTION 6.14. Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or the delivery of Securities to the
Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent and delivery of Securities to the Authenticating Agent on
behalf of the Trustee. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation having a combined capital and
surplus of not less than the equivalent of $50,000,000 and subject to
supervision or examination by Federal or State authority or the equivalent
foreign authority, in the case of an Authenticating Agent who is not organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

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

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

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

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

                                        [full name of Trustee]

                                       ---------------------------------
                                             As Trustee

                                       By_____________________________
                                            As Authenticating Age
                                    By_____________________________
                               Authorized Officer

                   If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
or other place where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which may be an Affiliate of the Company if
eligible to be appointed as an Authenticating Agent hereunder) having an office
in such Place of Payment or other place designated by the Company with respect
to such series of Securities, provided that the procedures for the
authentication of such Securities by the Authenticating Agent on original
issuance are acceptable to the Trustee.




<PAGE>


                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company
                ---------------------------------------------------------

 SECTION 7.01. Company To Furnish Trustee Names and Addresses
of Holders.
The Company will furnish or cause to be
furnished to the Trustee:

                   (a) semiannually, not later than each Interest Payment Date
         in each year, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of each series of
         Registered Securities as of the preceding Regular Record Date, as the
         case may be, and

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

                   (c) such information concerning the Holders of Bearer
         Securities which is known to the Company; provided, however, that the
         Company shall have no obligation to investigate any matter relating to
         any Holder of a Bearer Security or a Coupon:

notwithstanding the foregoing subsections (a) and (b), so long as the Trustee is
the Security Registrar with respect to a particular series of Securities, no
such list shall be required to be furnished in respect of such series.

                   SECTION 7.02. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series (i) contained in
the most recent list furnished to the Trustee as provided in Section 7.01, (ii)
received by the Trustee in its capacity as Security Registrar and (iii) filed
with it within the two preceding years pursuant to Section 7.03(d). The Trustee
may destroy any list furnished to it as provided in Section 7.01 upon receipt of
a new list so furnished.

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

                   (i)    afford such applicants access to the information
 preserved at the time by the Trustee in accordance with
         Section 7.02(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 7.02(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 series whose name and
address appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders of such series 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 or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 7.02(b).

                   SECTION 7.03. Reports by Trustee. (a) Within 60 days after
June 1 of each year following the first issuance of Securities, the Trustee
shall transmit to the Holders as provided in Section 7.03(d), a brief report
dated as of such date with respect to:

                   (1) its eligibility under Section 6.09 and its qualifications
         under Section 6.08, or in lieu thereof, if to the best of its knowledge
         it has continued to be eligible and qualified under said Sections, a
         written statement to such effect;

                   (2) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to report such advances
         if such advances so remaining unpaid aggregate not more than 1/2 of 1%
         of the principal amount of the Securities Outstanding on the date of
         such report;

                   (3) the amount, interest rate and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Securities) to the Trustee in its individual capacity, on the date of
         such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6.l3(b)(2), (3), (4) or (6);

                   (4)    the property and funds, if any, physically in
the possession of the Trustee (as such) on the date of such
         report;

                   (5)    any additional issue of Securities which the Trustee
 has not previously reported; and

                   (6) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 6.02.

                   (b) The Trustee shall transmit by mail to Holders in
accordance with Section 7.03(d), a brief report with respect to the character
and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

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

                   (d) Reports pursuant to Section 7.03(a) and 7.03(b) shall be
transmitted by mail (i) to all Holders, as their names and address's appear in
the Security Register, (ii) to all Holders as have, within two years preceding
such transmission, filed their names and addresses with the Trustee for such
purpose, and (iii) except in the case of reports pursuant to Section 7.03(b), to
all Holders whose names and addresses have been furnished or received by the
Trustee pursuant to Sections 7.01 and 7.02.

                   SECTION 7.04. Reports by Company. The Company shall:
                                 ------------------

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

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

                   (3) transmit by mail to Holders of Securities, in accordance
         with Section 7.03(d), 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. Sale or Conveyance

                   SECTION 8.01. Company May Consolidate. etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any entity (other than a Wholly Owned Subsidiary (as defined below)
except in the event that a Wholly Owned Subsidiary is the surviving corporation
in a consolidation or merger) unless: (i) the corporation formed by such
consolidation or into which the Company is merged or the entity which acquires
by conveyance or transfer the properties and assets of the Company substantially
as an entirety shall be a corporation organized and existing under the laws of
the United States of America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest on all the Securities and
the performance of every covenant of this Indenture on the part of the Company
to be performed or observed; (ii) 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 (iii) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance or transfer and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. The term "Wholly Owned Subsidiary" means
any Subsidiary all the stock of every class of which (other than directors'
qualifying shares) is owned by the Company either directly or through one or
more Wholly Owned Subsidiaries.

                   SECTION 8.02. Rights and Duties of Successor Corporation. In
case of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part and the predecessor corporation
shall be relieved of any further obligation under this Indenture. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all such Securities had been issued at the date of the execution
hereof.

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

                                  ARTICLE NINE

                             Supplemental Indentures

                   SECTION 9.01. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

                   (3) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if such Event of Default is
         applicable to less than all series of Securities specifying the series
         to which -such Event of Default is applicable);

                   (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons; to change or
         eliminate any restrictions on the payment of principal of or any
         premium or interest on Bearer Securities, to permit Bearer Securities
         to be issued in exchange for Registered Securities, to permit Bearer
         Securities to be issued in exchange for Bearer Securities of other
         authorized denominations; provided that any such addition or change
         shall not adversely affect the interests of the Holders of Securities
         of any series or any related Coupons in any material respect;

                   (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no Security outstanding of any series
         created prior to the execution of such supplemental indenture which is
         adversely affected by such change in or elimination of such provision;

                   (6)    to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01;

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

                   (8) if allowed under applicable laws and regulations to
         permit payment in the United States of America (including any of the
         states and the District of Columbia), its territories, its possessions
         and other areas subject to its jurisdiction, of principal, premium or
         interest on Bearer Securities or Coupons, if any;

                   (9)    to provide for the issuance of uncertificated
Securities of one or more series in addition to or in place of
         certificated Securities;

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

                   (11)   to secure the Securities pursuant to Section 10.08
or otherwise.

                   SECTION 9.02. Supplemental Indentures with Consent of
Holders. With the consent of the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                   (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change any obligation of the
         Company to pay additional amounts pursuant to Section 10.06 (except as
         contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or
         reduce the amount of the principal of an original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.02, or
         change any Place of Payment where, or the currency, currencies or
         currency unit or units in which, any Security or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date),

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

                   (3) change any obligation of the Company, with respect to
         outstanding Securities of a series, to maintain an office or agency in
         the places and for the purposes specified in Section 10.02 for such
         series, or

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 10.05, except to increase any such percentage or to provide
         with respect to any particular series the right to condition the
         effectiveness of any supplemental indenture as to that series on the
         consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 3.01 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each outstanding Security affected thereby; provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 10.05, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 6.11(b) and 9.01(7).

                   A supplemental indenture such 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 9.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

                   SECTION 9.04. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                   SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                   SECTION 9.06. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    Covenants

                   SECTION 10.01. Payment of Principal. Premium and Interest.
The Company covenants and agrees for the benefit of each series of Securities
and Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities and Coupons, if any, of that
series in accordance with the terms of the Securities and Coupons, if any, of
such series and this Indenture.

                   SECTION 10.02. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. For Securities
having a Place of Payment in the Borough of Manhattan, The City of New York, the
Company hereby appoints as such agent the Trustee, acting through its Corporate
Trust Office. If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise) (the foregoing Corporate Trust Office of the
Trustee being hereby so appointed as such agency), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States, an office or agency where Securities of that
series and related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 10.06); provided, however, that if the Securities of
that series are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located in Europe, an office or agency where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee and the Holders of the location, and any change in
the location, of any such office or agency. If at any time the Company shall
fail to maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related Coupons
may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 10.06) at the London office of the Trustee (or an agent with a London
office appointed by the Trustee and acceptable to the Company), and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.

No payment of principal, premium or interest on Bearer Securities shall be made
at any office or agency of the Company in the United States or by check mailed
to any address in the United States or by transfer to an account maintained with
a bank located in the United States; provided, however, that, if the Securities
of a series are denominated and payable in Dollars, payment of principal of and
any premium and interest on any Bearer Security (including any additional
amounts payable on Securities of such series pursuant to Section 10.06) shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium, interest or additional amounts, as the case may be, at
all offices or agencies outside the United States maintained for the purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

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

                   SECTION 10.03. Money for Securities Payments To Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

                   Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, at or prior to the opening of business at
each Place of Payment on each due date of the principal of (and premium, if any)
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

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

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

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

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

                   The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

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

                   SECTION 10.04. Statement by Officers as to Default. The
Company will deliver to the Trustee for each series of Securities, within 120
days after the end of each fiscal year of the Company (which as of the date
hereof ends on December 31 of each year) ending after the date hereof so long as
any Security is outstanding hereunder, an Officers' Certificate, stating that in
the course of the performance by the signers of their duties as such officers of
the Company they would normally obtain knowledge of any default by the Company
in the performance or fulfillment of any covenant, agreement or condition
contained in this Indenture, and stating whether or not they have obtained
knowledge of any such default existing on the date of such statement and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.

                   SECTION 10.05. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any term, provision or condition
set forth in Section 10.08, if before the time for such compliance the Holders
of not less than 66-2/3% in principal amount of the Outstanding Securities of
each series affected thereby shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                   SECTION 10.06. Additional Amounts. If the Securities of a
series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of such series or any Coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

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

                   SECTION 10.07. No Lien Created. etc. This Indenture and the
                                  --------------------
Securities do not create a Lien, charge or encumbrance on any property of
the Corporation or any Subsidiary.

                   SECTION 10.08. Limitation on Liens. Nothing in this Indenture
or in the Securities shall in any way restrict or prevent the Company or any
Subsidiary from incurring any indebtedness; provided that the Company covenants
and agrees that neither it nor any Subsidiary will issue, assume or guarantee
any notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed (hereinafter called "Debt") secured by a mortgage, lien, pledge
or other encumbrance (hereinafter called "Mortgages") upon any of its property
or any property of such Subsidiary, real or personal, located in the continental
United States of America without effectively providing that the Securities
(together with, if the Company so determines, any other indebtedness or
obligation then existing and any other indebtedness or obligation, thereafter
created, ranking equally with the Securities) shall be secured equally and
ratably with (or, at the option of the Company, prior to) such Debt so long as
such Debt shall be so secured, except that the foregoing provisions shall not
apply to:

                   (a)    Mortgages existing on the date of this Indenture,

                   (b) Mortgages affecting property of a corporation existing at
         the time it becomes a Subsidiary or at the time it is merged into or
         consolidated with the Company or a Subsidiary,

                   (c) Mortgages on property (i) existing at the time of
         acquisition thereof, or (ii) to secure payment of all or part of the
         purchase price thereof, or (iii) to secure Debt incurred prior to, at
         the time of or within 24 months after acquisition thereof for the
         purpose of financing all or part of the purchase price thereof, or (iv)
         assumed or incurred in connection with the acquisition of such
         property,

                   (d) Mortgages on property to secure all or part of the cost
         of repairing, altering, constructing, improving, exploring, drilling or
         developing such property, or to secure Debt incurred to provide funds
         for any such purpose,

                   (e) Mortgages on (i) pipelines, gathering systems, pumping or
         compressor stations, pipeline storage facilities or other related
         facilities, (ii) tank cars, tank trucks, tank vessels, barges, tow
         boats or other vessels or boats, drilling barges, drilling platforms,
         or other movable railway, automotive, aeronautic or marine facilities,
         (iii) office buildings, laboratory and research facilities, retail
         service stations, retail or wholesale sales facilities, terminals, bulk
         plants, warehouses or storage or distribution facilities, (iv)
         manufacturing facilities other than units for the refining of crude
         oil, (v) the equipment of any of the foregoing, or (vi) any "margin
         stock" or "margin security" within the meaning of Regulation U or
         Regulation G of the Board of Governors of the Federal Reserve System as
         amended from time to time,

                   (f) Mortgages on current assets or other personal property
         (other than shares of stock or indebtedness of Subsidiaries) to secure
         loans maturing not more than one year from the date of the creation
         thereof or to secure any renewal thereof for not more than one year at
         any one time,

                   (g)    Mortgages which secure indebtedness owing by a
Subsidiary to the Company or a Subsidiary,

                   (h)    Mortgages on property of any Subsidiary principally
 engaged in a financing or leasing business,

                   (i) Mortgages upon the oil, gas or other minerals produced or
         to be produced (or proceeds thereof) from properties which shall have
         been acquired or shall have become producing subsequent to August 15,
         1977, if, in respect of each such Mortgage it shall have been given to
         secure indebtedness incurred to pay or to reimburse the cost (incurred
         subsequent to the date of the acquisition of such property or August
         15, 1977, whichever shall be later) of drilling or equipping such
         property, and

                   (j) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Mortgage referred to in the foregoing clauses (a) to (i) inclusive or
         of any Debt secured thereby, provided that the principal amount of Debt
         secured thereby shall not exceed the principal amount of Debt so
         secured at the time of such extension, renewal or replacement, and that
         such extension, renewal or replacement Mortgage shall be limited to all
         or part of substantially the same property which secured the Mortgage
         extended, renewed or replaced (plus improvements on such property).

                   Notwithstanding the foregoing provisions of this Section, the
Company and any one or more Subsidiaries may issue, assume or guarantee Debt
secured by Mortgages which would otherwise be subject to the foregoing
restrictions in an aggregate principal amount which, together with the aggregate
outstanding principal amount of all other Debt of the Company and its
Subsidiaries which would otherwise be subject to the foregoing restrictions,
does not at any one time exceed 5% of the stockholders' equity in the Company
and its consolidated subsidiary companies as shown on the audited consolidated
balance sheet contained in the latest annual report to stockholders of the
Company. For this purpose "stockholders' equity" shall mean the aggregate of
(however designated) capital, capital stock, capital surplus, capital in excess
of par value of stock, earned surplus and net income retained for use in the
business, after deducting the cost of shares of the Company held in its
treasury.

                   The following types of transactions, among others, shall not
be deemed to create Debt secured by Mortgages:

                   (1) the sale or other transfer of oil, gas or other minerals
         in place for a period of time until, or in an amount such that, the
         transferee will realize therefrom a specified amount (however
         determined) of money or such minerals, or the sale or other transfer
         o... any other interest in property of the character commonly referred
         to as an oil payment or a production payment, and

                   (2) Mortgages required by any contract or statute in order to
         permit the Company or a subsidiary to perform any contract or
         subcontract made by it with or at the request of the United States, any
         State or any department, agency or instrumentality of either.

                   SECTION 10.09. Limitations on Sale and Lease-Back. The
Company covenants and agrees that neither it nor any Subsidiary will enter into
any arrangement with any bank, insurance company or other lender or investor, or
to which any such lender or investor is a party, providing for the leasing to
the Company or a Subsidiary for a period of more than three years or any real
property located in the continental United States of America (except a lease for
a temporary period not to exceed three years by the end of which it is intended
that the use of such real property by the lessee will be discontinued) which has
been or is to be sold or transferred by the Company or a Subsidiary to such
lender or investor or to any Person or organization to which funds have been or
are to be advanced by such lender or investor on the security of the leased
property (hereinafter called "Sale and Lease-Back Transactions") unless either:

                   (a) the Company or such Subsidiary would be entitled,
         pursuant to the provisions of Section 10.08, to create Debt secured by
         a Mortgage on the property to be leased, without equally and ratably
         securing the Securities, or

                   (b) the Company (and in any such case the Company covenants
         and agrees that it will do so), within four months after the effective
         date of such Sale and Lease-Back Transactions (whether made by the
         Company or a Subsidiary), applies to the retirement of Debt of the
         Company maturing by the terms thereof more than one year after the
         original creation thereof (herein called "Funded Debt") an amount equal
         to the greater of (i) the net proceeds of the sale of the real property
         leased pursuant to such arrangement or (ii) the fair value of the real
         property so leased at the time of entering into such arrangement (as
         determined by the Board of Directors); provided that the amount to be
         applied to the retirement of Funded Debt shall be reduced by an amount
         equal to the sum of (a) the principal amount of Securities delivered,
         within four months after the effective date of such arrangement, to the
         Trustee for retirement and cancellation and (b) the principal amount of
         other Funded Debt voluntarily retired by the Company within such
         four-month period, excluding retirements of Securities and other Funded
         Debt pursuant to mandatory sinking fund or prepayment provisions or by
         payment at maturity. No provision of Article Eleven hereof shall
         restrict the retirement of Funded Debt pursuant to this Section.

                                 ARTICLE ELEVEN

                            Redemption of Securities

                   SECTION 11.01. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

                   SECTION 11.02. Selection by Trustee of Securities To Be
Redeemed. If less than all the Securities of any series are to be redeemed, the
Company shall give the Trustee notice not less than 60 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee)
of such Redemption Date and the principal amount of the Securities of such
series to be redeemed and the Trustee shall select the particular Securities to
be redeemed from the outstanding Securities of such series not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

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

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

                   SECTION 11.03. Notice of Redemption. Notice of redemption
shall be given not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, as provided in Section 1.06.

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

                   Notice of redemption of Securities and Coupons, if any, to be
redeemed at the election of the Company shall be given by or on behalf of the
Company.

                   SECTION 11.04. Deposit of Redemption Price. On or before (but
at least one Business Day before in the Place of Payment in the case of payments
not in Dollars) the opening of business on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money in the relevant currency (or a sufficient
number of currency units, as the case may be) sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities and Coupons, if any, which are to be
redeemed on that date.

                   SECTION 11.05. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of Coupons
for such interest; and provided further that, unless otherwise specified as
contemplated by Section 3.01, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

                   If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant Coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by Coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.

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

                   SECTION 11.06. Securities Redeemed in Part. Any Security
(including any Coupons appertaining thereto) which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security (including any Coupons
appertaining thereto) or Securities (including any Coupons appertaining thereto)
of the same series and having the same terms and conditions, 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
(including any Coupons appertaining thereto) so surrendered.

                   SECTION 11.07. Right To Require Repurchase of Securities by
the Company upon Change in Control and Decline in Debt Rating. (a) In the event
that (i) there shall occur any Change in Control and (ii) the prevailing rating
of the Securities by Standard & Poor's Corporation or its successors ("S&P") or
Moody's Investors Service, Inc. or its successors ("Moody's") or another
nationally recognized rating agency selected by the Company, on any date within
90 days following public notice of the occurrence of such Change in Control
shall be less than the rating of the Securities on the date 60 days prior to the
occurrence of such Change in Control by at least one Full Rating Category
("Rating Decline"), each holder of Securities shall have the right, at such
holder's option, to require the Company to purchase, and upon the exercise of
such right the Company shall purchase, all or any part of such holder's
Securities on the date (the "Repurchase Date") that is 100 days after the last
to occur of (i) public notice of such Change in Control and (ii) the Rating
Decline, at 100% of the principal amount on the Repurchase Date, plus any
accrued and unpaid interest to the Repurchase Date.

                   (b) On or before the 28th day following the last to occur of
(i) public notice of such Change in Control and (ii) the Rating Decline, the
Company shall give notice of a Change in Control and Rating Decline and of the
repurchase right set forth herein arising as a result thereof by first-class
mail, postage prepaid to each holder of Securities at such holder's address
appearing in the Securities Register. The Company shall also cause a copy of
such notice of a repurchase right to be published in an Authorized Newspaper in
the Borough of Manhattan, The City of New York and, if any Bearer Securities are
then Outstanding, in London and such other cities as shall be specified with
respect to such Bearer Securities.

                   Each notice of a repurchase right shall state:

                   (1)    the Repurchase Date,

                   (2)    the date by which the repurchase right must be
exercised,

                   (3)    the price at which the repurchase is to be made, if
the repurchase right is exercised, and

                   (4)    a description of the procedure which a holder of
Securities must follow to exercise a repurchase right.

                   No failure of the Company to give the foregoing notice
 shall limit any holder's right to exercise a repurchase
right.

                   (c) To exercise a repurchase right, a holder of Securities
shall deliver to the Company (or an agent designated by the Company for such
purpose in the notice referred to in (b) above) at least ten days prior to the
Repurchase Date (i) written notice of the holder's exercise of such right, which
notice shall set forth the name of the holder, the principal amount of the
Security or Securities (or portion of a Security) to be repurchased, and a
statement that the option to exercise the repurchase right is being made
thereby, and (ii) the Security with respect to which the repurchase right is
being exercised, duly endorsed for transfer to the Company. Such written notice
shall be irrevocable.

                   (d) In the event a repurchase right shall be exercised in
accordance with the terms hereof, the Company shall pay or cause to be paid the
price payable with respect to the Security or Securities as to which the
repurchase right has been exercised in cash to the holder of such -Security or
Securities, on the Repurchase Date. In the event that a repurchase right is
exercised with respect to less than the entire principal amount of a surrendered
Security, the Company shall execute and deliver to the Trustee and the Trustee
shall authenticate for issuance, against surrender of such surrendered Security,
(x) in the name of the holder a new Security or Securities in the aggregate
principal amount of the unrepurchased portion of such surrendered Security and
(y) in the name of the Company a new Security or Securities in the aggregate
principal amount of the repurchased portion of such surrendered Security.

                   (e)    As used in this Section 11.07:

                   (1) a "Change in Control" shall be deemed to have occurred at
          such time as (i) a "person" or "group" (within the meaning of Section
          13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
          becomes the "beneficial owner" (as defined in Rule l3d-3 under such
          Exchange Act) of more than fifty percent (50%) of the then outstanding
          Voting Stock of the Company, otherwise than through a transaction
          consummated with the prior approval of the Board of Directors of the
          Company, or (ii) during any period of two consecutive years,
          individuals who at the beginning of such period constitute the
          Company's Board of Directors (together with any new Director whose
          election by the Company's Board of Directors or whose nomination for
          election by the Company's stockholders was approved by a vote of at
          least two-thirds of the Directors then still in office who either were
          Directors at the beginning of such period or whose election or
          nomination for election was previously so approved) cease f or any
          reason to constitute a majority of the Directors then in office.

                   (2) the term "Full Rating Category" shall mean (i) with
          respect to S&P, any of the following categories: AAA, AA, A, BBB, BB,
          B, CCC, CC and C, (ii) with respect to Moody's, any of the following
          categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C, (iii) the
          equivalent of any such category by S&P or Moody's and (iv) the
          equivalent of such ratings by any other nationally recognized
          securities rating agency selected by the Company. In determining
          whether the rating of the Debt Securities has decreased by the
          equivalent of one full Rating Category, graduations within Full Rating
          Categories (-I- and - S and P; 1, 2 and 3 for Moody's; or the
equivalent
          for S&P or Moody's or any such other rating agency) shall be taken
          into account.

                   (3) the term "public notice" shall, without limitation,
          include any filing or report made in accordance with the requirements
          of the Securities and Exchange Commission or any press release or
          public announcement made by the Company.

                   (f) Notwithstanding anything to the contrary contained in
this Section 11.07, if a Rating Decline shall apply to less than all series of
the Securities, the repurchase rights described herein shall apply only to the
series with respect to which there has been a Rating Decline.

                                 ARTICLE TWELVE

                                  Sinking Funds

                   SECTION 12.01. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

                   The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  SECTION 12.02. Satisfaction of Sinking Fund Payments with
Securities. The Company (1) may deliver Outstanding Securities (including any
Coupons) of a series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities (including
any Coupons) or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

                  SECTION 12.03. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities (including any Coupons) of that
series pursuant to Section 12.02 and stating the basis for such credit and that
such Securities have not been previously so credited and will also deliver to
the Trustee any Securities (including any coupons) to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.03. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.05 and 11.06.


                                ARTICLE THIRTEEN

                        Meetings of Holders of Securities

                   SECTION 13.01. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

                   SECTION 13.02. Call. Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any such
series for any purpose specified in Section 13.01, to be held at such time and
at such place in the Borough of Manhattan, The City of New York, or in London,
as the Trustee shall determine. Notice of every meeting of Holders of Securities
of any such series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 1.06, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                   (b) In case at any time the Company, by or pursuant to a
Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 13.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York, or in London, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.

                  SECTION 13.03. Persons Entitled To Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) Holder of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

                  SECTION 13.04. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of Securities of not less than 66-2/3/% in principal amount
of Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in
principal amount of the Outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
13.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting which was adjourned for lack
of a quorum shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

                   Any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the outstanding Securities
of that series.

                   Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the related
Coupons, whether or not present or represented at the meeting.

                   SECTION 13.05. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 1.04 and the appointment of any proxy shall be proved in the manner
specified in Section 1.04 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.04 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.04 or
other proof.

                   (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 13.02(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote or the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

                  (d) Any Meeting of Holders of Securities of any series duly
called pursuant to Section 13.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 13.06. Counting Votes and Recording -Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 13.02 and, if
applicable, Section 13.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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

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

                                                    ASHLAND OIL, INC.,
                                                        by

                                            ---------------------------------
                                            Title:   Assistant Treasurer
Attest:

-------------------------------------
Assistant Secretary

                                                    CITIBANK, N.A.,
                                                        by

                              ---------------------------------
                              Title: Vice President

Attest:


-------------------------------------
Assistant Secretary





<PAGE>


                                    EXHIBIT A

                              [FORMS OF CERTIFICATION]

                                   EXHIBIT A.l

                            (FORM OF CERTIFICATE TO BE GIVEN BY
                      PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                               ASHLAND OIL, INC.

                          [Insert title or sufficient description
                                of Securities to be delivered]

                  This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by a person that is not a United States person, (ii) are owned by a
United States person that is (A) the foreign branch of a United States financial
institution (as defined in U.S. Treasury Regulations Section l.165-l2(c)(1)(v))
(a "financial institution") purchasing for its own account or for resale, or (B)
a United States person who acquired the Securities through the foreign branch of
a financial institution and who holds the Securities through the financial
institution on the date hereof (and in either case (A) or (B), the financial
institution hereby agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by a financial institution for
purposes of resale during the Restricted Period (as defined in U.S. Treasury
Regulations Section 1.163-5(c) (2) (i) (D) (7)). In addition, financial
institutions described in clause (iii) of the preceding sentence (whether or not
also described in clause (i) or (ii)) certify that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

                   As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income taxation of which is
subject to United States Federal income regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.

                  We undertake to advise you by telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

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


Dated:  __________________ 2001

[To be dated on the earlier of the first Interest Payment Date and the date of
the delivery of the Securities in definitive form]


                           [Name of Person Entitled to
                                                      Receive Bearer Security]


                                               --------------------------------
                                                     (Authorized Signature)
                                      Name:
                                     Title:




















<PAGE>


                                   EXHIBIT A.2

                          [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                              AND CEDEL S.A. IN CONNECTION WITH THE
                     EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY]

                                   CERTIFICATE

                                                           ASHLAND OIL, INC.


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

                  This is to certify with respect to $___________ principal
amount of the above-captioned Securities (i) that we have received from each of
the persons appearing in our records as persons entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

                  We further certify that as of the date hereof we have not
received any notification from any of our Qualified Account Holders to the
effect that the statements made by such Qualified Account Holders with respect
to any portion of the part submitted herewith for exchange are no longer true
and cannot be relied upon as of the date hereof.

Date:        __________  2001


[To be dated no earlier than the Exchange Date]
 ---------------------------------------------

 [MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, as Operator of the
                                                      Euroclear System]

                                                      [CEDEL S.A.]

                                       by

                                                     (Authorized Signature)
                                                             Name:
                                                            Title:



<PAGE>



                                   EXHIBIT A.3
                     [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                              AND CEDEL S.A. TO OBTAIN
                          INTEREST PRIOR TO AN EXCHANGE DATE)


                                   CERTIFICATE
                                  ASHLAND OIL, INC.

                           [Insert title or sufficient
                           ---------------------------
                           description of Securities]
                           -------------------------

                  We confirm that the interest payable on the Interest Payment
Date on [Insert Date] will be paid to each of the persons appearing in our
records as being entitled to interest payable on such date from whom we have
received a written certification, dated not earlier than such Interest Payment
Date, substantially in the form attached hereto. We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

                  We undertake that any interest received by us and not paid as
provided above shall be returned to the Trustee for the above Securities
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid by such Trustee to the above issuer at the end of two
years after such Interest Payment Date.


Date:        ___________  2001 [To be dated on or after the relevant Interest
Payment Date]


                                                      [MORGAN GUARANTY TRUST
                                                      COMPANY OF NEW YORK,
                                                      BRUSSELS OFFICE, as
                                                      Operator of the Euroclear
                                                      System] [CEDEL S.A.]

                                       by

                                                    (Authorized Signature)
                                                            Name:
                                                            Title:







<PAGE>


                                   EXHIBIT A.4
                      [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                    TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                                                           ASHLAND OIL, INC.

                           [Insert title or sufficient

                           description of Securities]

                  This is to certify that as of the Interest Payment Date on
[Insert Date] and except as provided in the third paragraph hereof, the
above-captioned Securities held by you for our account are beneficially owned by
(i) a person that is not a United States person, (ii) a United States person
that is (A) the foreign branch of a United States financial institution (as
defined in U.S. Treasury Regulations Section 1.l65-l2(c)(l)(v)) (a "financial
institution") purchasing for its own account or for resale, or (B) a United
States person who acquired the Securities through the foreign branch of a
financial institution and who holds the Securities through the financial
institution on the date hereof (and in either case (A) or (B), the financial
institution hereby agrees to comply with the requirements of Section 165(j) (3)
(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) a financial institution for purposes of resale
during the Restricted Period (as defined in U.S. Treasury Regulations Section
1.163-5(c) (2) (i) (D) (7)). In addition, if the beneficial owner is a financial
institution described in clause (iii) of the preceding sentence (whether or not
also described in clause (i) or (ii)) it certifies that it has not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.

                  This certificate excepts and does not relate to U.S.
$__________ principal amount of the above-captioned Securities appearing in your
books as being held for our account as to which we are not yet able to certify
and as to which we understand interest cannot be credited unless and until we
are able to so certify.

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


Date:             _________ 2001
To be dated on or after the
15th day before the relevant
Interest Payment Date]

                                                  [Name of Person Entitled to
                                                     Receive interest]

                                                  -----------------------------
                                                        (Authorized Signature)

                                      Name:
                                     Title: