122701 S3 Exhibit 4.6





                                                               Exhibit 4.6





     












SANGSTAT MEDICAL CORPORATION,



Issuer 


  


  


  


  



AND


  


  



[                              ], 



Trustee


  


  



___________________________________


  


  


  



INDENTURE


  



Dated as of [                ] 


  


  



___________________________________


  


  


  



Senior Debt Securities


















CROSS-REFERENCE TABLE(1)






	

Trust Indenture Act of 1939, as amended

	

Section of Indenture



	

 
310(a)
 	

          7.09
 

	

 
310(b)
 	

  7.08

  7.10
 

	

 
310(c)
 	

  Inapplicable
 

	

 
311(a)
 	

  7.13(a)
 

	

 
311(b)
 	

  7.13(b)
 

	

 
311(c)
 	

  Inapplicable

  5.02(a)
 

	

 
312(b)
 	

  5.02(b)
 

	

 
312(c)
 	

  5.02(c)
 

	

 
313(a)
 	

  5.04(a)
 

	

 
313(b)
 	

  5.04(b)
 

	

 
313(c)
 	

  5.04(a)

  5.04(b)
 

	

 
313(d)
 	

  5.04(c)
 

	

 
314(a)
 	

  5.03
 

	

 
314(b)
 	

  Inapplicable
 

	

 
314(c)
 	

  13.06
 

	

 
314(d)
 	

  Inapplicable
 

	

 
314(e)
 	

  13.06
 

	

 
314(f)
 	

  Inapplicable
 

	

 
315(a)
 	

  7.01(a)

  7.02
 

	

 
315(b)
 	

  6.07
 

	

 
315(c)
 	

  7.01
 

	

 
315(d)
 	

  7.01(b)

  7.01(c)
 

	

 
315(e)
 	

  6.07
 

	

 
316(a)
 	

  6.06

  8.04
 

	

 
316(b)
 	

  6.04
 

	

 
316(c)
 	

  8.01
 

	

 
317(a)
 	

  6.02
 

	

 
317(b)
 	

  4.03
 

	

 
318(a)
 	

  13.08
 




















____________________


(1)  This Cross-Reference Table does not constitute part of
the Indenture and shall not have any bearing on the interpretation of any of its
terms or provisions.


TABLE OF  CONTENTS(1)



	
ARTICLE IDEFINITIONS
	
 

	
SECTION 1.01 Definitions of Terms
	
1

	
Authenticating Agent
	
1

	
Bankruptcy Law
	
1

	
Board of Directors
	
1

	
Board Resolution
	
1

	
Business Day
	
1

	
Certificate
	
1

	
Company
	
2

	
Corporate Trust Office
	
2

	
Custodian
	
2

	
Default
	
2

	
Depositary
	
2

	
Event of Default
	
2

	
Global Security
	
2

	
Governmental Obligations
	
2

	
"herein", "hereof" and "hereunder
	
2

	
Indenture
	
2

	
Interest Payment Date
	
2

	
Officers' Certificate
	
3

	
Opinion of Counsel
	
3

	
Outstanding
	
3

	
Person
	
3

	
Predecessor Security
	
3

	
Responsible Officer
	
3

	
Securities
	
3

	
Securityholder
	
3

	
Subsidiary
	
3

	
Trustee
	
4

	
Trust Indenture Act
	
4

	
Voting Stock
	
4

	
Yield to Maturity
	
4

	
 
	
 

	
ARTICLE IIISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES
	
 

	
SECTION 2.01Designation and Terms of  Securities
	
4

	
SECTION 2.02Form of Securities and Trustee's  Certificate
	
5

	
SECTION 2.03Denominations: Provisions for  Payment
	
6

	
SECTION 2.04Execution and  Authentication
	
7

	
SECTION 2.05Registration of Transfer and  Exchange
	
7

	
SECTION 2.06Temporary Securities
	
8

	
SECTION 2.07Mutilated, Destroyed, Lost or Stolen  Securities
	
9

	
SECTION 2.08Cancellation
	
9

	
SECTION 2.09Benefits of Indenture
	
9

	
SECTION 2.10Authenticating Agent
	
10

	
SECTION 2.11Global Securities
	
10

	
 
	
 

	
ARTICLE IIIREDEMPTION OF SECURITIES AND SINKING
FUND PROVISIONS
	
 

	
SECTION 3.01Redemption
	
11

	
SECTION 3.02Notice of Redemption
	
11

	
SECTION 3.03Payment Upon  Redemption
	
12

	
SECTION 3.04Sinking Fund
	
12

	
SECTION 3.05Satisfaction of Sinking Fund Payments  with Securities
	
12

	
SECTION 3.06Redemption of Securities for Sinking
Fund
	
13

	
ARTICLE IV 
	
 

	
SECTION 4.01Payment of Principal, Premium and Interest
	
13

	
SECTION 4.02Maintenance of Office or
Agency
	
13

	
SECTION 4.03Paying Agents
	
13

	
SECTION 4.04Appointment to Fill Vacancy in Office of
Trustee
	
14

	
SECTION 4.05Statement by Officers as to
Default
	
14

	
 
	
 

	
ARTICLE V SECURITYHOLDERS' LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE
	
 

	
SECTION 5.01Company to Furnish Trustee Names and
Addresses of Securityholders
	
 15

	
SECTION 5.02Preservation Of Information;
Communications With Securityholders
	
15

	
SECTION 5.03Reports by the Company
	
15

	
SECTION 5.04Reports by the Trustee
	
16

	
 
	
 

	
ARTICLE VIREMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
EVENT OF DEFAULT
	
 

	
SECTION 6.01Events of Default
	
16 

	
SECTION 6.02Collection of Indebtedness and Suits for
Enforcement by Trustee 
	
17 

	
SECTION 6.03Application of Moneys
Collected
	
18

	
SECTION 6.04Limitation on Suits19
	
19

	
SECTION 6.05Rights and Remedies Cumulative; Delay or
Omission Not Waiver
	
 19

	
SECTION 6.06Control by
Securityholders
	
20

	
SECTION 6.07Undertaking to Pay
Costs
	
20

	
 
	
 

	
ARTICLE VIICONCERNING THE TRUSTEE
	
 

	
SECTION 7.01Certain Duties and Responsibilities of
Trustee
	
21

	
SECTION 7.02Certain Rights of
Trustee
	
21

	
SECTION 7.03Trustee Not Responsible for Recitals or
Issuance or Securities
	
22

	
SECTION 7.04May Hold Securities
	
23

	
SECTION 7.05Moneys Held in Trust
	
23

	
SECTION 7.06Compensation and
Reimbursement
	
23

	
SECTION 7.07Reliance on Officers'
Certificate
	
23

	
SECTION 7.08Disqualification; Conflicting
Interests
	
23

	
SECTION 7.09Corporate Trustee Required;
Eligibility
	
23

	
SECTION 7.10Resignation and Removal; Appointment of
Successor
	
24

	
SECTION 7.11Acceptance of Appointment By
Successor
	
25

	
SECTION 7.12Merger, Conversion, Consolidation or
Succession to Business
	
26

	
SECTION 7.13Preferential Collection of Claims
Against the Company
	
26

	
 
	
 

	
ARTICLE VIIICONCERNING THE
SECURITYHOLDERS
	
 

	
SECTION 8.01Evidence of Action by
Securityholders
	
26

	
SECTION 8.02Proof of Execution by
Securityholders
	
27

	
SECTION 8.03Who May be Deemed
Owners
	
27

	
SECTION 8.04Certain Securities Owned by Company
Disregarded
	
27

	
SECTION 8.05Actions Binding on Future
Securityholders
	
27

	
 
	
 

	
ARTICLE IXSUPPLEMENTAL INDENTURES
	
 

	
SECTION 9.01Supplemental Indentures Without the
Consent of Securityholders
	
28

	
SECTION 9.02Supplemental Indentures With Consent of
Securityholders
	
29

	
SECTION 9.03Effect of Supplemental
Indentures
	
29

	
SECTION 9.04Securities Affected by Supplemental
Indentures
	
29

	
SECTION 9.05Execution of Supplemental
Indentures
	
29

	
 
	
 

	
ARTICLE XSUCCESSOR CORPORATION
	
 

	
SECTION 10.01Limitation on Mergers, Consolidations
or Sales of Assets
	
30

	
SECTION 10.02Successor Corporation
Substituted
	
30

	

	
 

	
ARTICLE XIDISCHARGE OF INDENTURE;
DEFEASANCE
	
31

	
SECTION 11.01Discharge of Liability or Securities;
Defeasance
	
31

	
SECTION 11.02Conditions to
Defeasance
	
31

	
SECTION 11.03Deposited Moneys to be Held in
Trust
	
32

	
SECTION 11.04Payment of Moneys Held by Paying
Agents
	
32

	
SECTION 11.05Repayment to Company
	
32

	
 
	
 

	
ARTICLE XIIIMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS
	
 

	
SECTION 12.01No Recourse
	
33

	
 
	
 

	
ARTICLE XIIIMISCELLANEOUS PROVISIONS
	
 

	
SECTION 13.01Effect on Successors and
Assigns
	
34

	
SECTION 13.02Actions by Successor34
	
34

	
SECTION 13.03Surrender of Company
Powers
	
34

	
SECTION 13.04Notices
	
34

	
SECTION 13.05Governing Law
	
34

	
SECTION 13.06Treatment of Securities as
Debt
	
34

	
SECTION 13.07Compliance Certificates and
Opinions
	
34

	
SECTION 13.08Payments on Business
Days
	
35

	
SECTION 13.09Conflict with Trust Indenture
Act
	
35

	
SECTION 13.10Counterparts
	
35

	
SECTION 13.11Separability
	
35

	
SECTION 13.12Assignment
	
35





____________________


(1)  This Table of Contents does not constitute part of the
Indenture and shall not have any
bearing upon the interpretation of any of its terms or provisions.

















                  INDENTURE, dated as of [         ], among SangStat
Medical Corporation, a
Delaware corporation (the "Company"), and [         ], as trustee (the
"Trustee"): 



                  WHEREAS, for its lawful corporate purposes, the
Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsubordinated debt
securities (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to
be issued from time to time in one or more series as in this Indenture provided,
as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee; 



                  WHEREAS, to provide the terms and conditions upon
which the Securities are to
be authenticated, issued and delivered, the Company has duly authorized the
execution of this
Indenture; and 



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



                  NOW, THEREFORE, in consideration of the premises
and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and
ratable benefit of the holders of Securities: 


ARTICLE I




                                                           DEFINITIONS



                  SECTION 1.01    Definitions of Terms.


                  The terms defined in this Section (except as in
this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section and shall
include the plural as well as the singular.  All other terms used in this
Indenture that are defined in the
Trust Indenture Act of 1939, as amended, or that are by reference in such Act
defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
said Trust Indenture
Act and in said Securities Act as in force at the date of the execution of this
instrument. 


                  "Authenticating Agent" means an authenticating
agent with respect to all or any of
the series of Securities appointed with respect to all or any series of the
Securities by the Trustee
pursuant to Section 2.10. 


                  "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for
the relief of debtors. 


                  "Board of Directors" means the Board of Directors
of the Company or any duly
authorized committee of such 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. 


                  "Business Day" means, with respect to any series
of Securities, any day other than a
day on which Federal or State banking institutions in the Borough of Manhattan,
The City of New
York, are authorized or obligated by law, executive order or regulation to
close. 


                  "Certificate" means a certificate signed by the
principal executive officer, the
principal financial officer or the principal accounting officer of the Company.
The Certificate need
not comply with the provisions of Section 13.07. 


                  "Company" means SangStat Medical Corporation, a
corporation duly organized and
existing under the laws of the State of Delaware, and, subject to the provisions
of Article Ten, shall
also include its successors and assigns. 


                  "Corporate Trust Office" means the office of the
Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which
office at the date hereof is
located at  [                                            ], except that whenever
a provision herein refers to an office
or agency of the Trustee in the Borough of Manhattan, The City of New York, such
office is located,
at the date hereof, at  [                    ]. 


                  "Custodian" means any receiver, trustee, assignee,
liquidator, or similar official
under any Bankruptcy Law. 


                  "Default" means any event, act or condition that
with notice or lapse of time, or
both, would constitute an Event of Default.


                  "Depositary" means, with respect to Securities of
any series, for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository
Trust Company, New York, New York, another clearing agency, or any successor
registered as a
clearing agency under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), or
other applicable statute or regulation, which, in each case, shall be designated
by the Company
pursuant to either Section 2.01 or 2.11. 


                  "Event of Default" means, with respect to
Securities of a particular series any event
specified in Section 6.01, continued for the period of time, if any, therein
designated. 


                  "Global Security" means, with respect to any
series of Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with the Indenture,
which shall be registered in the name of the
Depositary or its nominee. 


                  "Governmental 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 payment of which is unconditionally guaranteed as a full
faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction
from the amount payable to the holder of such depositary receipt from any amount
received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest
on the Governmental Obligation evidenced by such depositary receipt. 


                  "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. 


                  "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 in
accordance with the terms hereof. 


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


                  "Interest Payment Date", when used with respect to
any installment of interest on a
Security of a particular series, means the date specified in such Security or in
a Board Resolution or
in an indenture supplemental hereto with respect to such series as the fixed
date on which an
installment of interest with respect to Securities of that series is due and
payable. 


                  "Officers' Certificate" means a certificate signed
by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller
or the Secretary or an Assistant Secretary of the Company that is delivered to
the Trustee in accordance with the terms hereof.  Each such certificate shall
include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof.



                  "Opinion of Counsel" means an opinion in writing
of legal counsel, who may be an
employee of or counsel for the Company that is delivered to the Trustee in
accordance with the terms
hereof.  Each such opinion shall include the statements provided for in Section
13.07, if and to the
extent required by the provisions thereof. 


                  "Original Issue Discount Security" means any
Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section
6.01.


                  "Outstanding", when used with reference to
Securities of any  series, means, subject
to the provisions of Section 8.04, as of any  particular time, all Securities of
that series theretofore
authenticated and delivered by the Trustee under this Indenture, except (a)
Securities theretofore
canceled by the Trustee or any paying agent, or delivered to  the Trustee or any
paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment
or  redemption of which moneys or Governmental Obligations in the necessary
amount shall have
been deposited in trust with the Trustee or with any  paying agent (other than
the Company) or shall
have been set aside and  segregated in trust by the Company (if the Company
shall act as its own
paying agent); provided, however, that if such Securities or portions of  such
Securities are to be
redeemed prior to the maturity thereof, notice of  such redemption shall have
been given as in Article
Three provided, or  provision satisfactory to the Trustee shall have been made
for giving such  notice;
and (c) Securities in lieu of or in substitution for which other  Securities
shall have been authenticated
and delivered pursuant to the  terms of Section 2.07.


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


                  "Predecessor Security" of any particular Security
means every  previous Security
evidencing all or a portion of the same debt as that  evidenced by such
particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 2.07 in  lieu of a
lost, destroyed or stolen Security shall be deemed to evidence the same debt as
the lost, destroyed or
stolen Security.


                  "Responsible Officer" when used with respect to
the Trustee means the Chairman
of the Board of Directors, the President, any Vice President, the Secretary, the
Treasurer, any trust
officer, any corporate trust officer or any other officer or assistant officer
of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and
familiarity with the particular subject.



                  "Securities" means the debt Securities
authenticated and delivered under this
Indenture.


                  "Securityholder", "holder of Securities",
"registered holder", or other similar term,
means the Person or Persons in whose name or names a particular Security shall
be registered on the
books of the Company kept for that purpose in accordance with the terms of this
Indenture. 



                  "Subsidiary" means, with respect to any Person,
(i) any corporation at least a
majority of whose outstanding Voting Stock shall at the time be owned, directly
or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries,
(ii) any general partnership, limited liability company, joint venture or
similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the time
be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner. 



                  "Trustee" means [                                ], and,
subject to the provisions of Article
Seven, shall also include its successors and assigns, and, if at any time there
is more than one Person
acting in such capacity hereunder, "Trustee" shall mean each such Person.  The
term "Trustee" as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.




                  "Trust Indenture Act" means the Trust Indenture
Act of 1939, as amended, subject
to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the date of
execution of this
instrument. 



                  "Voting Stock", as applied to stock of any Person,
means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such
Person, other than shares, interests, participations or other equivalents having
such power only by
reason of the occurrence of a contingency.


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



ARTICLE II


ISSUE, DESCRIPTION, TERMS, EXECUTION,




REGISTRATION AND EXCHANGE OF SECURITIES



                  SECTION 2.01    Designation and Terms of
Securities.



                  (a)     The aggregate principal amount of Securities
that may be


      authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued in one or
more series up to the aggregate principal amount of Securities of that series
from time to time
authorized by or pursuant to a Board Resolution of the Company or pursuant to
one or more
indentures supplemental hereto.  Prior to the initial issuance of Securities of
any series, there shall be
established in or pursuant to a Board Resolution of the Company, and set forth
in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto:


                          (1)     the title of the Security 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
that series that may be authenticated and delivered under this Indenture (except
for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other
Securities of that series);


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


                          (4)     the rate or rates at which the
Securities of the series shall bear
interest or the manner of calculation of such rate or rates, if any, including
whether the Securities are
issued with original issue discount;


                          (5)     the date or dates from which such
interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such
Interest Payment Dates and the record date for the determination of holders to
whom interest is
payable on any such Interest Payment Dates and the place where payments shall be
payable;


                          (6)     the right, if any, to extend the
interest payment periods and the
duration of such extension;


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


                          (8)     the obligation, if any, of the Company
to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
(including payments
made in cash in participation of future sinking fund obligations) or at the
option of a holder thereof
and the period or periods within which, the price or prices at which, and the
terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to
such obligation;


                          (9)     the form of the Securities of the
series including the form of the
Certificate of Authentication for such series;



                          (10)    if other than denominations of one
thousand U.S. dollars ($1,000)
or any integral multiple thereof, the denominations in which the Securities of
the series shall be
issuable;


                          (11)    any and all other terms with respect
to such series (which terms
shall not be inconsistent with the terms of this Indenture) including any terms
which may be required
by or advisable under United States laws or regulations or advisable in
connection with the marketing
of Securities of that series; 


                          (12)    whether the Securities are issuable as
a Global Security and, in
such case, the identity for the Depositary for such series;


                          (13)    whether the Securities will be
convertible into shares of common
stock or other securities of the Company and, if  so, the terms and conditions
upon which such
Securities will be so convertible, including the conversion price and the
conversion period;


                          (14)    if other than the principal amount
thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of
the maturity thereof pursuant to Section 6.01; and


                          (15)    any addition to, or modification or
deletion of Events of Default
or restrictive covenants provided for with respect to the Securities of the
series; and


                          (16)    terms and conditions, if any, pursuant
to which the debt securities
are secured.


                  All Securities of any one series shall be
substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution
or in any indentures supplemental hereto. 


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


                  Securities of any particular series may be issued
at various times, with different
dates on which the principal or any installment of principal is payable, with
different rates of interest,
if any, or different methods by which rates of interest may be determined, with
different dates on
which such interest may be payable and with different redemption dates.  Unless
otherwise provided,
a series may be reopened for issuances of additional Securities of such series
without the consent of
the holders.  Any such reopened series shall all vote together as one series on
any matter to which
they are entitled to vote.


                  SECTION 2.02    Form of Securities and Trustee's
Certificate.



                  The Securities of any series and the Trustee's
certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more
indentures supplemental hereto or as provided in a Board Resolution of the
Company and as set forth
in an Officers' Certificate of the Company and may have such letters, numbers or
other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Securities
of that series may be
listed, or to conform to usage. 



                  SECTION 2.03    Denominations:  Provisions for
Payment.


                  The Securities shall be issuable as registered
Securities and in the denominations of
one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to
Section 2.01(a)(10).
The Securities of a particular series shall bear interest payable on the dates
and at the rate specified
with respect to that series.  Unless otherwise provided pursuant to Section
2.01, the principal of and
the interest on the Securities of any series, as well as any premium thereon in
case of redemption
thereof prior to maturity, shall be payable in the coin or currency of the
United States of America that
at the time is legal tender for public and private debt, at the office or agency
of the Company
maintained for that purpose in the Borough of Manhattan, the City and State of
New York.  Each
Security shall be dated the date of its authentication.  Unless otherwise
provided pursuant to Section
2.01, interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve
30-day months.


                  The interest installment on any Security that is
payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close
of business on the regular record date for such interest installment.  In the
event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in
Section 3.03.


                  Any interest on any Security that is payable, but
is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant regular record
date by virtue of having been such holder; and such Defaulted Interest shall be
paid by the Company,
at its election, as provided in clause (1) or clause (2) below: 


                          (1)     The Company may make payment of any
Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities)
are registered at the close of business on a special record date for the payment
of such Defaulted
Interest, which shall be fixed in the following manner:  the Company shall
notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each such
Security 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 not be more than 15 nor 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 Securityholder at his or her address as it appears in
the Security Register (as
hereinafter defined), not less than 10 days prior to such special record date.
Notice of the proposed
payment of such Defaulted Interest and the special record date therefor having
been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Securities (or
their respective Predecessor Securities) are registered on such special record
date and shall be no
longer payable pursuant to the following clause (2).


                          (2)     The Company may make payment of any
Defaulted Interest on
any Securities 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.


                  Unless otherwise set forth in a Board Resolution
of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section
2.01 hereof, the term "regular record date" as used in this Section with respect
to a series of Securities
with respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a
month, or the last day of the month immediately preceding the month in which an
Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day. 


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


                  SECTION 2.04    Execution and
Authentication.


                  The Securities shall be signed on behalf of the
Company by its President, or one of
its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or
its Secretary, or one of its
Assistant Secretaries, under its corporate seal attested by its Secretary or one
of its Assistant
Secretaries.  Signatures may be in the form of a manual or facsimile signature.
The Company may
use the facsimile signature of any Person who shall have been a President or
Vice President thereof,
or of any Person who shall have been a Secretary or Assistant Secretary thereof,
notwithstanding the
fact that at the time the Securities shall be authenticated and delivered or
disposed of such Person
shall have ceased to be the President or a Vice President, or the Secretary or
an Assistant Secretary,
of the Company.  The seal of the Company may be in the form of a facsimile of
such seal and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.  The
Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage.  Each
Security shall be dated the date of its authentication by the
Trustee.


                  A Security shall not be valid until authenticated
manually by an authorized
signatory of the Trustee, or by an Authenticating Agent.  Such signature shall
be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the
holder is entitled to the benefits of this Indenture.  At any time and from time
to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed
by the Company to the Trustee for authentication, together with a written order
of the Company for
the authentication and delivery of such Securities, signed by its President or
any Vice President and
its Secretary or any Assistant Secretary, and the Trustee in accordance with
such written order shall
authenticate and deliver such Securities.


                  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 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.


                  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 that is not
reasonably acceptable to the
Trustee.


                  SECTION 2.05    Registration of Transfer and
Exchange.


                  (a)     Securities of any series may be exchanged
upon presentation


      thereof at the office or agency of the Company designated
for such purpose in the Borough of
Manhattan, the City and State of New York, for other Securities of such series
of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover
any tax or other governmental charge in relation thereto, all as provided in
this Section.  In respect of
any Securities so surrendered for exchange, the Company shall execute, the
Trustee shall authenticate
and such office or agency shall deliver in exchange therefor the Security or
Securities of the same
series that the Securityholder making the exchange shall be entitled to receive,
bearing numbers not
contemporaneously outstanding.


                  (b)     The Company shall keep, or cause to be kept,
at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such
other location designated by the Company a register or registers (herein
referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall
register the Securities and the transfers of Securities as in this Article
provided and which at all
reasonable times shall be open for inspection by the Trustee.  The registrar for
the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by
Board Resolution (the "Security Registrar").


                          Upon surrender for transfer of any Security
at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and
such office or agency shall deliver in the name of the transferee or transferees
a new Security or
Securities of the same series as the Security presented for a like aggregate
principal amount.


                          All Securities presented or surrendered for
exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the
Security Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the
Company or the Security Registrar, duly executed by the registered holder or by
such holder's duly
authorized attorney in writing.


                  (c)     No service charge shall be made for any
exchange or registration of
transfer of Securities, or issue of new Securities in case of partial redemption
of any series, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in
relation thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03
and Section 9.04 not involving any transfer.


                  (d)     The Company shall not be required (i) to
issue, exchange or register the
transfer of any Securities during a period beginning at the opening of business
15 days before the day
of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or
exchange any Securities of any series or portions thereof called for redemption.
The provisions of
this Section 2.05 are, with respect to any Global Security, subject to Section
2.11 hereof.


                  SECTION 2.06    Temporary Securities.


                  Pending the preparation of definitive Securities
of any series, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or
typewritten) of any authorized denomination.  Such temporary Securities shall be
substantially in the
form of the definitive Securities in lieu of which they are issued, but with
such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the
Company.  Every temporary Security of any series shall be executed by the
Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with
like effect, as the definitive Securities of such series.  Without unnecessary
delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary
Securities of such series may be surrendered in exchange therefor (without
charge to the holders), at
the office or agency of the Company designated for the purpose in the Borough of
Manhattan, the
City and State of New York, and the Trustee shall authenticate and such office
or agency shall deliver
in exchange for such temporary Securities an equal aggregate principal amount of
definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive
Securities need not be executed and furnished until further notice from the
Company.  Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.


                  SECTION 2.07    Mutilated, Destroyed, Lost or
Stolen Securities.


                  In case any temporary or definitive Security shall
become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the
Company's request the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of
the same series, bearing a number not contemporaneously outstanding, in exchange
and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen.
In every case the applicant for a substituted Security shall furnish to the
Company and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every
case of destruction, loss or theft, the applicant shall also furnish to the
Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the
ownership thereof.  The Trustee may authenticate any such substituted Security
and deliver the same
upon the written request or authorization of any officer of the Company.  Upon
the issuance of any
substituted Security, 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.  In case any Security
that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of
issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and,
in case of destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.



                  Every replacement Security issued pursuant to the
provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be enforceable
by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other
Securities of the same series duly issued hereunder.  All Securities shall be
held and owned upon the
express condition that the foregoing provisions are exclusive with respect to
the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall preclude
(to the extent lawful) any
and all other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities
without their surrender. 


                  SECTION 2.08    Cancellation.


                  All Securities surrendered for the purpose of
payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the
Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled
by it, and no Securities
shall be issued in lieu thereof except as expressly required or permitted by any
of the provisions of
this Indenture.  On request of the Company at the time of such surrender, the
Trustee shall deliver to
the Company canceled Securities held by the Trustee.  In the absence of such
request the Trustee may
dispose of canceled Securities in accordance with its standard procedures and
deliver a certificate of
disposition to the Company.  If the Company shall otherwise acquire any of the
Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by
such Securities unless and until the same are delivered to the Trustee for
cancellation.


                  SECTION 2.09    Benefits of
Indenture.


                  Nothing in this Indenture or in the Securities,
express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities any
legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the
sole benefit of the parties hereto and of the holders of the
Securities.


                  SECTION 2.10    Authenticating Agent.


                  So long as any of the Securities of any series
remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to
appoint.  Said Authenticating Agent shall be authorized to act on behalf of the
Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder.  All references in
this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series.  Each Authenticating
Agent shall be acceptable to the Company and
shall be a corporation that has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is
doing business to conduct a trust business, and that is otherwise authorized
under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities.  If
at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it
shall resign immediately.


                  Any Authenticating Agent may at any time resign by
giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any time (and
upon request by the
Company shall) terminate the agency of any Authenticating Agent by giving
written notice of
termination to such Authenticating Agent and to the Company.  Upon resignation,
termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor
Authenticating Agent acceptable to the Company.  Any successor Authenticating
Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of
its predecessor hereunder as if originally named as an Authenticating Agent
pursuant hereto.


                  SECTION 2.11    Global Securities.


                  (a)     If the Company shall establish pursuant to
Section 2.01 that the Securities
of a particular series are to be issued as a Global Security, then the Company
shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver, a
Global Security that (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of,
such of the Outstanding Securities of such series as shall be specified therein
and that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced
to reflect exchanges, (ii) shall be registered in the name of the Depositary or
its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall
bear a legend substantially to the following effect:  "Except as otherwise
provided in Section 2.11 of
the Indenture, this Security may be transferred, in whole but not in part, only
to another nominee of
the Depositary or to a successor Depositary or to a nominee of such successor
Depositary."  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 written
request signed in the name of the Company, by two officers thereof to be
delivered to the Trustee
pursuant to Section 2.04 or Section 2.06.


                  (b)     Notwithstanding the provisions of Section
2.05, the Global Security of a
series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to
another nominee of the Depositary for such series, or to a successor Depositary
for such series
selected or approved by the Company or to a nominee of such successor
Depositary.


                  (c)     If at any time the Depositary for a series
of the Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or if at any time the
Depositary for such series shall no longer be registered or in good standing
under the Exchange Act,
or other applicable statute or regulation, and a successor Depositary for such
series is not appointed
by the Company within 90 days after the Company receives such notice or becomes
aware of such
condition, as the case may be, this Section 2.11 shall no longer be applicable
to the Securities of such
series and the Company will execute, and subject to Section 2.05, the Trustee
will authenticate and
deliver the Securities of such series in definitive registered form without
coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global
Security of such series in exchange for such Global Security.  In addition, the
Company may at any
time determine that the Securities of any series shall no longer be represented
by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series.  In
such event the Company will execute and subject to Section 2.05, the Trustee,
upon receipt of an
Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global
Security of such
series in exchange for such Global Security.  Upon the exchange of the Global
Security for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global
Security shall be canceled by the Trustee.  Such Securities in definitive
registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The Trustee
shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.



ARTICLE III


REDEMPTION OF SECURITIES AND SINKING
FUND PROVISIONS


                  SECTION 3.01    Redemption.


                  The Company may redeem the Securities of any
series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01
hereof.


                  SECTION 3.02    Notice of Redemption.


                  (a)     In case the Company shall desire to exercise
such right to redeem all or, as
the case may be, a portion of the Securities of any series in accordance with
the right reserved so to
do, the Company shall, or shall cause the Trustee to, give notice of such
redemption to holders of the
Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such
redemption not less than 30 days and not more than 90 days before the date fixed
for redemption of
that series to such holders at their last addresses as they shall appear upon
the Security Register unless
a shorter period is specified in the Securities to be redeemed.  Any notice that
is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the registered
holder receives the notice.  In any case, failure duly to give such notice to
the holder of any Security
of any series designated for redemption in whole or in part, or any defect in
the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other
series.  In the case of any redemption of Securities prior to the expiration of
any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with any
such restriction.


                          Each such notice of redemption shall specify
the date fixed for redemption
and the redemption price (or the manner of calculation thereof) at which
Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City
and State of New York, upon presentation and surrender of such Securities, that
interest accrued to
the date fixed for redemption will be paid as specified in said notice, that
from and after said date
interest will cease to accrue and that the redemption is for a sinking fund, if
such is the case.  If less
than all the Securities of a series are to be redeemed, the notice to the
holders of Securities of that
series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed.  In
case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the
portion of the principal amount thereof to be redeemed, and shall state that on
and after the redemption date, upon surrender of such Security, a new Security
or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


                  (b)     If less than all the Securities of a series
are to be redeemed, the Company
shall give the Trustee at least 45 days' notice in advance of the date fixed for
redemption as to the
aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall
select, by lot or in such other manner as it shall deem appropriate and fair in
its discretion and that
may provide for the selection of a portion or portions (equal to one thousand
U.S. dollars ($1,000) or
any integral multiple thereof) of the principal amount of such Securities of a
denomination larger than
$1,000, the Securities to be redeemed and shall thereafter promptly notify the
Company in writing of
the numbers of the Securities to be redeemed, in whole or in part.  The Company
may, if and
whenever it shall so elect, by delivery of instructions signed on its behalf by
its Chairman of the
Board of Directors, the Chief Executive Officer, any Executive Vice President or
any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series
for redemption and to give notice of redemption in the manner set forth in this
Section, such notice to
be in the name of the Company or its own name as the Trustee or such paying
agent may deem
advisable.  In any case in which notice of redemption is to be given by the
Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or
such paying agent, as the case may be, such Security Register, transfer books or
other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any
notice by mail that may be required under the provisions of this
Section.


                  SECTION 3.03    Payment Upon
Redemption.


                  (a)     If the giving of notice of redemption shall
have been completed as above
provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable
redemption price, together with interest accrued to the date fixed for
redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with
respect to any such Security or portion thereof.  On presentation and surrender
of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest
accrued thereon to the date fixed for redemption (but if the date fixed for
redemption is an interest
payment date, the interest installment payable on such date shall be payable to
the registered holder at
the close of business on the applicable record date pursuant to Section
2.03).


                  (b)     Upon presentation of any Security of such
series that is to be redeemed in
part only, the Company shall execute and the Trustee shall authenticate and the
office or agency
where the Security is presented shall deliver to the holder thereof, at the
expense of the Company, a
new Security of the same series of authorized denominations in principal amount
equal to the
unredeemed portion of the Security so presented.


                  SECTION 3.04    Sinking Fund.


                  The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by
Section 2.01 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 3.05.  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 3.05    Satisfaction of Sinking Fund
Payments with Securities.


                  The Company (i) may deliver Outstanding Securities
of a series (other than any
Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to
the Securities of such series required to be made pursuant to the terms of such
Securities as provided
for by the terms of such series, provided that such Securities have not been
previously so credited.
Such Securities shall be received and 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 3.06    Redemption of Securities for
Sinking Fund.


                  Not less than 45 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
the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers' Certificate, deliver to
the Trustee any Securities 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 3.02 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
3.02.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the
manner stated in Section 3.03. 



ARTICLE IV


                  SECTION 4.01    Payment of Principal, Premium
and Interest.


                  The Company will duly and punctually pay or cause
to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner
provided herein and established with respect to such Securities.


                  SECTION 4.02    Maintenance of Office or
Agency.


                  So long as any series of the Securities remain
Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with
respect to each such series and at such other location or locations as may be
designated as provided in
this Section 4.02, where (i) Securities of that series may be presented for
payment, (ii) Securities of
that series may be presented as herein above authorized for registration of
transfer and exchange, and
(iii) notices and demands to or upon the Company in respect of the Securities of
that series and this
Indenture may be given or served, such designation to continue with respect to
such office or agency
until the Company shall, by written notice signed by its Chairman of the Board
of Directors, the Chief
Executive Officer, any Executive Vice President or a Vice President and
delivered to the trustee,
designate some other office or agency for such purposes or any of them.  If at
any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all
such presentations, notices and demands.


                  SECTION 4.03    Paying Agents.


                  (a)     If the Company shall appoint one or more
paying agents for all or any
series of the Securities, other than the Trustee, the Company will cause each
such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee,
subject to the provisions of this Section:


                          (1)     that it will hold all sums held by it
as such agent for the payment
of the principal of (and premium, if any) or interest on the Securities of that
series (whether such
sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the
benefit of the Persons entitled thereto;


                          (2)     that it will give the Trustee notice
of any failure by the Company
(or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if
any) or interest on the Securities of that series when the same shall be due and
payable;


                          (3)     that it will, at any time during the
continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the  written request
of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such paying agent;
and


                          (4)     that it will perform all other duties
of paying agent as set forth in
this Indenture.



                  (b)     If the Company shall act as its own paying
agent with respect to any series
of the Securities, it will on or before each due date of the principal of (and
premium, if any) or
interest on Securities of that series, set aside, segregate and hold in trust
for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any) or
interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of
as herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any
other obligor on such Securities) to take such action.  Whenever the Company
shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and
premium, if any) or interest on any Securities of that series, deposit with the
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
this action or failure so
to act.


                  (c)     Notwithstanding anything in this Section to
the contrary, (i) the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Section 11.05, and (ii)
the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held
in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same
terms and conditions 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.


                  SECTION 4.04    Appointment to Fill Vacancy in
Office of Trustee.


                  The Company, whenever necessary to avoid or fill a
vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times
be a Trustee hereunder. 


                  SECTION 4.05    Statement by Officers as to
Default.


                  The Company will deliver to the Trustee, within
120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers'
Certificate signed by its principal
executive officer, principal financial officer or principal accounting officer
stating whether or not to
the best knowledge of the signer thereof the Company is in default in the
performance and observance
of any of the terms, provisions and conditions of this Indenture, and if the
Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have
knowledge.



ARTICLE V


SECURITYHOLDERS' LISTS AND
REPORTS



BY THE COMPANY AND THE
TRUSTEE 


                   SECTION 5.01    Company
to Furnish Trustee Names and Addresses of  Securityholders. 


                   The Company will furnish
or cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as the
Trustee may reasonably
require, of the names and addresses of the holders of each series of Securities
as of such regular
record date, provided that the Company shall not be obligated to furnish or
cause to furnish such list
at any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee
by the Company and (b) at such other times as the Trustee may request in writing
within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not
more than 15 days prior to the time such list is furnished; provided, however,
that, in either case, no
such list need be furnished for any series for which the Trustee shall be the
Security Registrar. 


                   SECTION 5.02
        Preservation Of Information; Communications With
Securityholders.


                   (a)     The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to it as provided in Section 5.01 and as to the names and
addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).


                   (b)     The Trustee may
destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.


                   (c)     Securityholders may
communicate as provided in Section 312(b) of the
Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or
under the Securities.  The Company, the Trustee and the Security Registrar shall
have the protection
of Section 312(c) of the Trust Indenture Act.


                   SECTION 5.03    Reports
by the Company.


                   (a)     The Company
covenants and agrees to 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) that
the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act;
provided that, if the Company is not required to file information, documents or
reports pursuant to
either of such sections, then to file with the Trustee and the Commission, as
the case may be, only
such other information as is required pursuant to Section 5.03(b)
below.


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


                   (c)     The Company
covenants and agrees to transmit by mail, first class postage
prepaid, or reputable over-night delivery service that provides for evidence of
receipt, to the
Securityholders, as their names and addresses appear upon the Security Register,
within 30 days after
the filing thereof with the Trustee, such summaries of any information,
documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of this
Section as may be
required by rules and regulations prescribed from time to time by the
Commission.


                   SECTION 5.04    Reports
by the Trustee.


                   (a)     On or before [
] in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Securityholders, as
their names and addresses appear upon the Security Register, a brief report
dated as of the preceding [
      ], if and to the extent required under Section 313(a) of the Trust
Indenture Act.


                   (b)     The Trustee shall
comply with Section 313(b) and 313(c) of the Trust
Indenture Act.


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



ARTICLE VI


REMEDIES OF THE
TRUSTEE AND SECURITYHOLDERS 


ON EVENT OF
DEFAULT 


                    SECTION 6.01
        Events of Default.


                   (a)     Whenever used herein
with respect to Securities of a particular series,
"Event of Default" means any one or more of the following events that has
occurred and is continuing:


                           (1)     the Company
defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable,
and continuance of such default for a period of 30 days; provided, however, that
a valid extension of
an interest payment period by the Company in accordance with the terms of any
indenture supplemental hereto, shall not constitute a default in the payment of
interest for this purpose;


                           (2)     the Company
defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise, or in
any payment
required by any sinking or analogous fund established with respect to that
series; provided, however,
that a valid extension of the maturity of such Securities in accordance with the
terms of any indenture
supplemental hereto shall not constitute a default in the payment of principal
or premium, if any;


                           (3)     the Company
fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this  Indenture
or otherwise
established with respect to that series of Securities pursuant to Section 2.01
hereof (other than a
covenant or agreement that has been expressly included in this Indenture solely
for the benefit of one
or more series of Securities other than such series) for a period of 90 days
after the date on which
written notice of such failure, requiring the same to be remedied and stating
that such notice is a
"Notice of Default" hereunder, shall have been given to the Company by the
Trustee, by registered or
certified mail, or to the Company and the Trustee by the holders of at least 25%
in principal amount
of the Securities of that series at the time Outstanding;


                           (4)     if the
Securities are convertible into shares of common stock or
other securities of the Company, failure by the Company to deliver common stock
or the other
securities when the holder or holders of such Securities elect to convert such
Securities into shares of
common stock or other securities of the Company;


                           (5)     the Company
pursuant to or within the meaning of any applicable
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief
against it in an involuntary case, (iii) consents to the appointment of a
Custodian of it or for all or
substantially all of its property or (iv) makes a general assignment for the
benefit of its creditors; or


                           (6)     a court of
competent jurisdiction enters an order under any
applicable Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii)
appoints a Custodian of the Company for all or substantially all of its
property, or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.


                   (b)     In each and every
such case, unless the principal of all the Securities of
that series shall have already become due and payable, either the Trustee or the
holders of not less
than 25% in aggregate principal amount of the Securities of that series then
Outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by such
Securityholders), may
declare the principal (or, if the Securities of such series are Original Issue
Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
of all the Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become
and shall be immediately due and payable, notwithstanding anything contained in
this Indenture or in
the Securities of that series or established with respect to that series
pursuant to Section 2.01 to the
contrary.


                   (c)     At any time after
the principal of the Securities of that series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys
due shall have been obtained or entered as hereinafter provided, the holders of
a majority in aggregate
principal amount of the Securities of that series then Outstanding hereunder, by
written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:  (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of
interest upon all the Securities of that series and the principal of (and
premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under
applicable law, upon overdue installments of interest, at the rate per annum or
Yield to Maturity (in
the case of Original Issue Discount Securities) expressed in the Securities of
that series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as the
case may be) to the date
of such payment or deposit) and the amount payable to the Trustee under Section
7.06, and (ii) any
and all Events of Default under the Indenture with respect to such series, other
than the nonpayment
of principal, premium, if any, or interest on Securities of that series that
(or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms
thereof) shall not have become due by their terms, shall have been remedied or
waived as provided in
Section 6.06.


                           No such rescission
and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.


                   (d)     In case the Trustee
shall have proceeded to enforce any right with respect
to Securities of that series under this Indenture and such proceedings shall
have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been
determined adversely to the Trustee, then and in every such case the Company,
and the Trustee shall
be restored respectively to their former positions and rights hereunder, and all
rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.


                   SECTION 6.02
        Collection of Indebtedness and Suits for Enforcement by Trustee.



                   (a)     The Company
covenants that (1) in case it shall default in the payment of
any installment of interest on any of the Securities of a series, or any payment
required by any sinking
or analogous fund established with respect to that series as and when the same
shall have become due
and payable, and such default shall have continued for a period of 30 days, or
(2) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series
when the same shall have become due and payable, whether upon maturity of the
Securities of a
series or upon redemption or upon declaration or otherwise, then, upon demand of
the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the
whole amount that then shall have been become due and payable on all such
Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in
the Securities of that
series; and, in addition thereto, such further amount as shall be sufficient to
cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.06.


                   (b)     If the Company shall
fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and
empowered to institute any action or proceedings at law or in equity for the
collection of the sums so
due and unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and
may enforce any such judgment or final decree against the Company or other
obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner
provided by law out of the property of the Company or other obligor upon the
Securities of that
series, wherever situated.


                   (c)     In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affected the Company, or its
creditors or property, the Trustee shall have power to intervene in such
proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by
law) be entitled to file such proofs of claim and other papers and documents as
may be necessary or
advisable in order to have the claims of the Trustee and of the holders of
Securities of such series
allowed for the entire amount due and payable by the Company under the Indenture
at the date of
institution of such proceedings and for any additional amount that may become
due and payable by
the Company after such date, and to collect and receive any moneys or other
property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to
the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization
is hereby authorized by each of the holders of Securities of such series to make
such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section
7.06.


                   (d)     All rights of action
and of asserting claims under this Indenture, or under
any of the terms established with respect to Securities of that series, may be
enforced by the Trustee
without the possession of any of such Securities, or the production thereof at
any trial or other
proceeding relative thereto, and any such suit or 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
payment to the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the
holders of the Securities of such series.


                           In case of an Event
of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any
covenant or agreement contained in the Indenture or in aid of the exercise of
any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture
or by law. 


       


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


                   SECTION 6.03
        Application of Moneys Collected.


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


                   FIRST:  To the payment of
costs and expenses of collection and of all amounts
payable to the Trustee under Section 7.06; and 


                   SECOND:  To the payment of
the amounts then due and unpaid upon Securities of
such series for principal (and premium, if any) and interest, 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. 


                   SECTION 6.04
        Limitation on Suits.


                   No holder of any Security
of any series shall have any right by virtue or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or
under or with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of
an Event of Default and of the continuance thereof with respect to the
Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders of
not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; and (iv) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have failed to
institute any such action, suit or proceeding and (v) during such 60 day period,
the holders of a
majority in principal amount of the Securities of that series do not give the
Trustee a direction
inconsistent with the request. 


                   Notwithstanding anything
contained herein to the contrary, any other provisions of
this Indenture, the right of any holder of any Security to receive payment of
the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date,
shall not be impaired or affected without the consent of such holder and by
accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of the holders of
any other of such Securities, or to obtain or seek to obtain priority over or
preference to any other
such holder, or to enforce any right under this Indenture, except in the manner
herein provided and
for the equal, ratable and common benefit of all holders of Securities of such
series.  For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity. 


                   SECTION 6.05    Rights
and Remedies Cumulative; Delay or Omission Not
Waiver. 


                   (a)     Except as otherwise
provided in Section 2.07, all powers and remedies
given by this Article to the Trustee or to the Securityholders shall, to the
extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with
respect to such Securities.


                   (b)     No delay or omission
of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such
default or on acquiescence therein; and, subject to the provisions of Section
6.04, every power and
remedy given by this Article or by law to the Trustee or the Securityholders may
be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Securityholders.


                   SECTION 6.06    Control
by Securityholders.


                   The holders of a majority
in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.04,
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 such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this
Indenture or be unduly prejudicial to the rights of holders of Securities of any
other series at the time
Outstanding determined in accordance with Section 8.04; and provided, further,
that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.
Prior to the taking of any action hereunder, the Trustee shall be entitled to
reasonable indemnification
satisfactory to the Trustee against all losses and expenses caused by taking or
not taking such action.
Subject to the provisions of Section 7.01, 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 proceeding so directed would involve the Trustee in personal
liability.  The holders
of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding
affected thereby, determined in accordance with Section 8.04, may on behalf of
the holders of all of
the Securities of such series waive any past default in the performance of any
of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of
the Securities of that series as and when the same shall become due by the terms
of such Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee
(in accordance with Section 6.01(c)).  Upon any such waiver, the default covered
thereby shall be
deemed to be cured for all purposes of this Indenture and the Company, the
Trustee and the holders of
the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right
consequent thereon. 


                   SECTION 6.07
        Undertaking to Pay Costs.  


                   All parties to this
Indenture agree, and each holder of any Securities by such
holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding more than
10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any
Security of such series, on or after the respective due dates expressed in such
Security or established
pursuant to this Indenture. 



ARTICLE VII


CONCERNING THE
TRUSTEE


                    SECTION 7.01
        Certain Duties and Responsibilities of Trustee.


                   (a)     The Trustee, prior
to the occurrence of an Event of Default with respect to
the Securities of a series and after the curing of all Events of Default with
respect to the Securities of
that series that may have occurred, shall undertake to perform with respect to
the Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied
covenants shall be read into this Indenture against the Trustee.  In case an
Event of Default with
respect to the Securities of a series has occurred (that has not been cured or
waived), the Trustee shall
exercise with respect to Securities of that series such of the rights and powers
vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.


                   (b)     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 willful misconduct, except that:


                           (1)     prior to the
occurrence of an Event of Default with respect to the
Securities of a series and after the curing or waiving of all such Events of
Default with respect to that
series that may have occurred:


                                   (i)     the
duties and obligations of the Trustee shall  with respect
to the Securities of such series be determined solely by the express provisions
of this Indenture, and
the Trustee shall not be liable with respect to the Securities of such series
except for the performance
of such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and


                                   (ii)    in the
absence of bad faith on the part of the  Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as
to the truth of the
statements and the correctness of the opinions expressed therein, upon any
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 that 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 requirement of this Indenture;


                           (2)     the Trustee
shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
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 not less than
a majority in principal amount of the  Securities of any series at the time
Outstanding 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 that series; and


                           (4)     None of the
provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable
ground for believing that the repayment of such funds or liability is not
reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.


                   SECTION 7.02    Certain
Rights of Trustee.


                   Except as otherwise
provided in Section 7.01: 


                   (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, consent,
order, approval, bond, security or other paper or document believed by it to be
genuine and to have
been signed or presented by the proper party or parties;


                   (b)     Any request,
direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Board Resolution or an instrument signed in
the name of the
Company, by the President or any Vice President and by the Secretary or an
Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof (unless other evidence in respect
thereof is specifically
prescribed herein);



                   (c)     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 or suffered or omitted hereunder in good faith and in
reliance thereon;


                   (d)     The Trustee shall be
under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Securityholders,
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the
obligation, upon the occurrence of an Event of Default with respect to a series
of the Securities (that
has not been cured or waived) to exercise with respect to Securities of that
series such of the rights
and powers vested in it by this Indenture, and to use the same degree of care
and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own
affairs;


                   (e)     The Trustee shall
not be liable for any action taken or omitted to be taken
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;


                   (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,
consent, order, approval, bond, security, or other papers or documents, unless
requested in writing so
to do by the holders of not less than a majority in principal amount of the
Outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as a
condition to so proceeding.  The reasonable expense of every such examination
shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand; and


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


                   SECTION 7.03    Trustee
Not Responsible for Recitals or Issuance or Securities. 


                   (a)     The recitals
contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.


                   (b)     The Trustee makes no
representations as to the validity or sufficiency of
this Indenture or of the Securities.


                   (c)     The Trustee shall
not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such Securities, or for
the use or application
of any moneys paid over by the Trustee in accordance with any provision of this
Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any
paying agent other than the Trustee.


                   SECTION 7.04    May Hold
Securities.


                   The Trustee or any paying
agent or Security Registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were
not Trustee, paying agent or Security Registrar. 


                   SECTION 7.05    Moneys
Held in Trust.


                   Subject to the provisions
of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were
received, but need not be segregated from other funds except to the extent
required by law.  The
Trustee shall be under no liability for interest on any moneys received by it
hereunder except such as
it may agree with the Company to pay thereon. 


                   SECTION 7.06
        Compensation and Reimbursement.


                   (a)     The Company
covenants and agrees to pay to the Trustee, and the Trustee
shall be entitled to, such reasonable compensation (which shall not be limited
by any provision of law
in regard to the compensation of a trustee of an express trust), as the Company,
and the Trustee may
from time to time agree in writing, for all services rendered by it in the
execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee,
and, except as otherwise expressly provided herein, the Company will pay or
reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable
compensation and the expenses and disbursements of its counsel and of all
Persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from its
negligence or bad
faith.  The Company also covenants to indemnify the Trustee (and its officers,
agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without
negligence or bad faith on the part of the Trustee and arising out of or in
connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against
any claim of liability in the premises.


                   (b)     The obligations of
the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances
shall constitute additional indebtedness hereunder.  Such additional
indebtedness shall be secured by
a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.


                   SECTION 7.07    Reliance
on Officers' Certificate.


                   Except as otherwise
provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or
established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence
or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof. 


                   SECTION 7.08
        Disqualification; Conflicting Interests.


                   If the Trustee has or
shall acquire any "conflicting interest" within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in
all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act. 


                   SECTION 7.09
        Corporate Trustee Required; Eligibility.


                   There shall at all times
be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United
States of America or any State or Territory thereof or of the District of
Columbia, or a corporation or
other Person permitted to act as trustee by the Commission, authorized under
such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50
million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial, or District of
Columbia authority.  If such corporation publishes reports of condition at least
annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under
common control with the Company, serve as Trustee.  In case at any time the
Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the
manner and with the effect specified in Section 7.10. 


                   SECTION 7.10
        Resignation and Removal; Appointment of Successor.


                   (a)     The Trustee or any
successor hereafter appointed, may at any time resign
with respect to the Securities of one or more series by giving written notice
thereof to the Company
and by transmitting notice of resignation by mail, first class postage prepaid,
to the Securityholders of
such series, as their names and addresses appear upon the Security Register.
Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to
Securities of such series by written instrument, in duplicate, executed by order
of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to
the successor trustee.  If no successor trustee shall have been so appointed and
have accepted
appointment within 30 days after the mailing 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
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a
Security or Securities for at least six months may on behalf of himself and all
others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.


                   (b)     In case at any time
any one of the following shall occur:


                           (1)     the Trustee
shall fail to comply with the provisions of Section
7.08 after written request therefor by the Company or by any Securityholder who
has been a bona fide
holder of a Security or Securities for at least six months; or


                           (2)     the Trustee
shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by
any such Securityholder; or


                           (3)     the Trustee
shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a
receiver of the Trustee
or of its property shall be appointed or consented to, 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, the Company may remove the
Trustee with respect to all      Securities
and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to
the successor trustee, or, unless the Trustee's duty to resign is stayed as
provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months
may, on behalf of that holder and all others similarly situated, petition any
court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee.  Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and
appoint a successor trustee.


                   (c)     The holders of a
majority in aggregate principal amount of the Securities
of any series at the time Outstanding may at any time remove the Trustee with
respect to such series
by so notifying the Trustee and the Company and may appoint a successor Trustee
for such series
with the consent of the Company.


                   (d)     Any resignation or
removal of the Trustee and appointment of a successor
trustee with respect to the Securities of a series pursuant to any of the
provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section
7.11.


                   (e)     Any successor
trustee appointed pursuant to this Section may be appointed
with respect to the Securities of one or more series or all of such series, and
at any time there shall be
only one Trustee with respect to the Securities of any particular
series.


                   SECTION 7.11
        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) shall contain such provisions as shall be deemed necessary
or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder;
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, such
retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor trustee
relates have no further responsibility for the exercise of rights and powers or
for the performance of
the duties and obligations vested in the Trustee under this Indenture, 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, to the
extent contemplated by such supplemental indenture, the 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.


                   (e)     Upon acceptance of
appointment by a successor trustee as provided in this
Section, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first
class postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security
Register.  If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the
expense of the Company.


                   SECTION 7.12    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 the
corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto,
anything herein to the contrary notwithstanding.  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 7.13
        Preferential Collection of Claims Against the Company.


                   The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act.  A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent
included therein. 



ARTICLE VIII


CONCERNING THE
SECURITYHOLDERS


                    SECTION 8.01
        Evidence of Action by Securityholders.


                   Whenever in this Indenture
it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the
taking of any other action), the fact that at the time of taking any such action
the holders of such
majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that
series in Person or by agent or proxy appointed in writing. 


                   If the Company shall
solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its
option, as evidenced by an Officers' Certificate, fix in advance a record date
for such series for the
determination of Securityholders entitled to give such request, demand,
authorization, direction,
notice, consent, waiver or other action, 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
action may be given before or after the record date, but only the
Securityholders of record at the close
of business on the record date shall be deemed to be Securityholders for the
purposes of determining
whether Securityholders of the requisite proportion of Outstanding Securities of
that series have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent,
waiver or other action, and for that purpose the Outstanding Securities of that
series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent
by such Securityholders on the 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 8.02    Proof of
Execution by Securityholders.


                   Subject to the provisions
of Section 7.01, proof of the execution of any instrument
by a Securityholder (such proof will not require notarization) or his agent or
proxy and proof of the
holding by any Person of any of the Securities shall be sufficient if made in
the following manner: 


                   (a)     The fact and date of
the execution by any such Person of any instrument
may be proved in any reasonable manner acceptable to the Trustee.


                   (b)     The ownership of
Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar
thereof.


                   (c)     The Trustee may
require such additional proof of any matter referred to in
this Section as it shall deem necessary.


                   SECTION 8.03    Who May
be Deemed Owners.


                   Prior to the due
presentment for registration of transfer of any Security, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in
whose name such Security shall be registered upon the books of the Company as
the absolute owner
of such Security (whether or not such Security shall be overdue and
notwithstanding any notice of
ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any
paying agent nor any Security Registrar shall be affected by any notice to the
contrary. 


                   SECTION 8.04    Certain
Securities Owned by Company Disregarded.


                   In determining whether the
holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent of
waiver under this
Indenture, the Securities of that series that are owned by the Company or any
other obligor on the
Securities of that series or by any Person directly or indirectly controlling or
controlled by or under
common control with the Company or any other obligor on the Securities of that
series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction,
consent or waiver, only Securities of such series that the Trustee actually
knows are so owned shall be
so disregarded.  The Securities so owned that have been pledged in good faith
may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall establish to
the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control
with the Company or any such other obligor.  In case of a dispute as to such
right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee. 


                   SECTION 8.05    Actions
Binding on Future Securityholders.


                   At any time prior to (but
not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with
such action, any holder of a Security of that series that is shown by the
evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the
Trustee, and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns
such Security.  Except as aforesaid any such action taken by the holder of any
Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security,
and of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security.  Any action
taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a
particular series specified in this Indenture in connection with such action
shall be conclusively
binding upon the Company, the Trustee and the holders of all the Securities of
that series. 



ARTICLE IX


SUPPLEMENTAL
INDENTURES


                    SECTION 9.01
        Supplemental Indentures Without the Consent of
Securityholders.


                   In addition to any
supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as
then in effect), without the consent of the Securityholders, for one or more of
the following purposes:


                   (a)     to cure any
ambiguity, defect, or inconsistency herein, in the Securities of
any series;


                   (b)     to comply with
Article Ten;



                   (c)     to provide for
uncertificated Securities in addition to or in place of
certificated Securities;


                   (d)     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;


                   (e)     to make any change
that does not adversely affect the rights of any
Securityholder in any material respect;


                   (f)     to provide for the
issuance of and establish the form and terms and
conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or any series of
Securities, or to add to the rights of the holders of any series of Securities;
or


                   (g)     to comply with any
requirements of the Securities and Exchange Commission in connection with
qualifying, or maintaining the qualification of, this Indenture under the Trust
Indenture Act.


                           The Trustee is
hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture
or otherwise. 


                           Any supplemental
indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 9.02. 


                   SECTION 9.02
        Supplemental Indentures With Consent of Securityholders.


                   With the consent
(evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series
affected by such
supplemental indenture or indentures at the time Outstanding, the Company, when
authorized by
Board Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any
manner not covered by Section 9.01 the rights of the holders of the Securities
of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of
the holders of each Security then Outstanding and affected thereby, change the
fixed maturity of any
Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time
of payment of interest thereon, or reduce any premium payable upon the
redemption thereof.  


                   In addition, any reduction
in the percentage of principal amount of notes, the
holders of which are required to consent to any amendment, modification or
waiver under the
applicable indenture will require the affirmative consent of at least the
percentage of notes which
would originally have been required to make such consent, modification or waiver
effective.  


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



                   SECTION 9.03    Effect
of Supplemental Indentures.


                   Upon the execution of any
supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders
of Securities of the series affected thereby shall thereafter be determined,
exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and
conditions of this Indenture for any and all purposes. 


                   SECTION 9.04
        Securities Affected by Supplemental Indentures.


                   Securities of any series,
affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article
or of Section 10.01, may bear a notation in form approved by the Company,
provided such form
meets the requirements of any exchange upon which such series may be listed, as
to any matter
provided for in such supplemental indenture.  If the Company shall so determine,
new Securities of
that series so modified as to conform, in the opinion of the Board of Directors
of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then
Outstanding. 


                   SECTION 9.05
        Execution of Supplemental Indentures.


                   Upon the request of the
Company, accompanied by its Board Resolutions authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as
aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental
indenture.  The Trustee, subject to the provisions of Section 7.01, may receive
an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized
or permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under
the provisions of this Article to join in the execution thereof; provided,
however, that such Opinion of
Counsel need not be provided in connection with the execution of a supplemental
indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.



                   Promptly after the
execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Trustee shall transmit
by mail, first class
postage prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture,
to the Securityholders of all series affected thereby as their names and
addresses appear upon the
Security Register.  Any failure of the Trustee to mail such notice, or any
defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture. 



ARTICLE X


SUCCESSOR
CORPORATION


                    SECTION 10.01
        Limitation on Mergers, Consolidations or Sales of Assets.


                   The Company may not
consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of
all or substantially all of its assets in one or more related transactions, to,
another Person or Persons
unless:


                           (i)     the Company is
the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is
a corporation organized or existing under the laws of the United States, any
state thereof or the
District of Columbia;


                           (ii)    the entity or
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the entity or Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes
all the obligations of
the Company under this Indenture and the Securities pursuant to a supplemental
indenture in a form
reasonably satisfactory to the Trustee; and


                           (iii)   immediately
after such transaction no Event of Default exists.


                   If a supplemental
indenture is required to be executed, the Company shall deliver to
the Trustee prior to the consummation of the proposed transaction an Officers'
Certificate to the
foregoing effect and an Opinion of Counsel, covering clauses (i) through (iii)
above, stating that the
proposed transaction and such supplemental indenture comply with this Indenture.
The Trustee shall
be entitled to conclusively rely upon such Officers' Certificate and Opinion of
Counsel.


                   SECTION 10.02
        Successor Corporation Substituted.


                   (a)     In case of any such
consolidation, merger, sale, conveyance, transfer or
other disposition and upon the assumption by the successor corporation, by
supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual
payment of the principal of, premium, if any, and interest on all of the
Securities of all series
Outstanding and the due and punctual performance of all of the obligations,
covenants and conditions
of this Indenture or established with respect to each series of the Securities
pursuant to Section 2.01
to be performed by the Company with respect to each series, such successor
corporation shall succeed
to and be substituted for the Company with the same effect as if it had been
named as the Company
herein, and thereupon the predecessor corporation shall be relieved of all
obligations and covenants
under this Indenture and the Securities.


                   (b)     In case of any such
consolidation, merger, sale, conveyance, transfer or
other disposition 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 XI


DISCHARGE OF
INDENTURE; DEFEASANCE


                    SECTION 11.01
        Discharge of Liability or Securities; Defeasance.


                   (a)     When (i) the Company
delivers to the Trustee all outstanding Securities
(other than Securities replaced pursuant to Section 2.07) for cancellation or
(ii) all outstanding
Securities have become due and payable at maturity and the Company irrevocable
deposits with the
Trustee funds sufficient to pay at maturity all outstanding Securities,
including interest thereon to
maturity (other than Securities replaced pursuant to Section 2.07), and if in
either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section
11.01(c), cease to be of further effect.  The Trustee shall acknowledge
satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and an Opinion of
Counsel and at the cost and expense of the Company.


                   (b)     Subject to Sections
11.01(c) and 11.02, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option") or
(ii) its obligations under Sections 5.03, 4.04 and 4.05 and any other sections
of a supplemental
indenture specifically identified therein as being subject to this section
("covenant defeasance
option").  The Company may exercise its legal defeasance option notwithstanding
its prior exercise of
its covenant defeasance option.


                           If the Company
exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto.  If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated
because of an Event of Default with respect to a failure to comply with its
obligations under 5.03,
4.04, 4.05 and any other sections contained in a supplemental indenture which
are specifically
identified as being the subject of this section.


                           Upon satisfaction of
the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the
Company terminated.


                   (c)     Notwithstanding
clauses (a) and (b) above, the Company's obligations in
Sections 4.02, 4.03, 5.02 2.05, 2.07, 2.08, 7.06, and 7.10 and in this Article
Eleven shall survive until
the Securities have been paid in full.  The rights of outstanding securities to
receive solely from the
trust funds described in Section 11.03 payments in respect of principal of,
premium, if any, and
interest on such Securities when such payments are due shall also survive until
the Securities have
been paid in full.  Thereafter, the Company's obligations in Section 7.06 and
11.05  shall survive.


                   SECTION 11.02
        Conditions to Defeasance.  The Company may exercise its legal
defeasance option or its covenant defeasance option only if:


                   (a)     the Company
irrevocably deposits in trust with the Trustee money
sufficient or Government Obligations, the principal of and interest on which
when due, will be
sufficient, or a combination thereof, sufficient for the payment of principal of
and interest on the
Securities to maturity or redemption, as the case may be;


                   (b)     the Company delivers
to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal
and interest when due and without reinvestment on the deposited Government
Obligations plus any
deposited money without investment will provide cash at such times and in such
amounts as will be
sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the
case may be;


                   (c)     123 days pass after
the deposit is made and during the 123-day period no
Default specified in Sections 6.01(a)(5) or (a)(6) with respect to the Company
occurs which is
continuing at the end of the period;


                   (d)     the deposit does not
constitute a default under any other  material
agreement binding on the Company; 


                   (e)     in the case of the
legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there
has been published by, the Internal Revenue Service a ruling, or (ii) since the
date of this Indenture
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Securityholders
will not recognize
income, gain or loss of Federal income tax purposes as a result of such
defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have
been the case if such defeasance had not occurred;


                   (f)     in the case of the
covenant defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the
Securityholders will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and 


                   (g)     the Company delivers
to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to either legal
defeasance or covenant
defeasance as contemplated by this Article Eleven have been complied
with.


                   SECTION 11.03
        Deposited Moneys to be Held in Trust.


                   All moneys or Governmental
Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.



                   SECTION 11.04   Payment
of Moneys Held by Paying Agents.


                   In connection with the
satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall,
upon demand of the Company, be paid to the Trustee and thereupon such paying
agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations. 


                   SECTION 11.05
        Repayment to Company.


                   Any moneys or Governmental
Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on
the Securities of a particular series that are not applied but remain unclaimed
by the holders of such
Securities for at least two years after the date upon which the principal of
(and premium, if any) or
interest on such Securities shall have respectively become due and payable,
shall be repaid to the
Company on May 31 of each year or (if then held by the Company) shall be
discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from all
further liability with
respect to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company
for the payment thereof. 



ARTICLE XII


IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, 


OFFICERS AND
DIRECTORS


                    SECTION 12.01
        No Recourse.


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



ARTICLE XIII


MISCELLANEOUS
PROVISIONS


                   SECTION 13.01   Effect
on Successors and Assigns.


                   All the covenants,
stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind their respective successors and
assigns, whether so
expressed or not.


                   SECTION 13.02   Actions
by Successor.


                   Any act or proceeding by
any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall and
may be done and
performed with like force and effect by the corresponding board, committee or
officer of any
corporation that shall at the time be the lawful sole successor of the Company.



                   SECTION 13.03
        Surrender of Company Powers.


                   The Company by instrument
in writing executed by authority of 2/3 (two-thirds) of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the
Company and as to
any successor corporation. 


                   SECTION 13.04
        Notices.


                   Except as otherwise
expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the
holders of Securities to or on the Company may be given or served by being
deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the
Company with the Trustee), as follows:  SangStat Medical Corporation, 6300 Dumbarton Circle,
Fremont, California  94555;
Attention: Senior Vice President, Finance.  Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust
Office of the Trustee.


                   SECTION 13.05
        Governing Law.


                   This Indenture and each
Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the
laws of said State. 


                   SECTION 13.06
        Treatment of Securities as Debt.


                   It is intended that the
Securities will be treated as indebtedness and not as equity for
federal income tax purposes.  The provisions of this Indenture shall be
interpreted to further this
intention. 


                   SECTION 13.07
        Compliance Certificates and Opinions.


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


                   (b)     Each certificate or
opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1)
a statement that the Person making such certificate or opinion has read such
covenant or condition;
(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 such Person, 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 or not, in the opinion of such Person,
such condition or
covenant has been complied with.


                   SECTION 13.08   Payments
on Business Days.


                   Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and as
set forth in an Officers' Certificate, or established in one or more indentures
supplemental to this
Indenture, in any case where the date of maturity of interest or principal of
any Security or the date of
redemption of any Security shall not be a Business Day, then payment of interest
or principal (and
premium, if any) may be made on the next succeeding Business Day with the same
force and effect as
if made on the nominal date of maturity or redemption, and no interest shall
accrue for the period
after such nominal date. 


                   SECTION 13.09   Conflict
with Trust Indenture Act.


                   If and to the extent that
any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed
duties shall control. 


                   SECTION 13.10
        Counterparts.


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


                   SECTION 13.11
        Separability.


                   In case any one or more of
the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein. 


                   SECTION 13.12
        Assignment.


                   The Company will have the
right at all times to assign any of its rights or obligations under this
Indenture to a direct or indirect wholly- owned Subsidiary of the Company,
provided
that, in the event of any such assignment, the Company, will remain liable for
all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto
and their respective successors and assigns.  This Indenture may not otherwise
be assigned by the
parties thereto. 

















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



		
	 	
                             SANGSTAT MEDICAL CORPORATION




  By:______________________________


      Name:


      Title:________________________




  [           ],


 as Trustee





  By:______________________________


      Name:


      Title:________________________