R&B FALCON CORP
S-3, EX-4.3, 2000-06-16
DRILLING OIL & GAS WELLS
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                                                        EXHIBIT 4.3

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

                     R&B FALCON CORPORATION,

                           AS ISSUER,

                               and

             ______________________________________,

                           AS TRUSTEE
                  ______________________________

                            INDENTURE

            Dated as of ______________________ ,______


                 __________________________________


                  SUBORDINATED DEBT SECURITIES

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


                     R&B Falcon Corporation

   Reconciliation and tie between Trust Indenture Act of 1939
    and Indenture, dated as of                             ,


  Section of                                          Section(s)
Trust Indenture                                           of
  Act of 1939                                         Indenture
  -----------                                         ---------
S 310 (a)(1) . . . . . . . . . . . . . . . . . . . .     7.10
      (a)(2) . . . . . . . . . . . . . . . . . . . .     7.10
      (a)(3) . . . . . . . . . . . . . . . . . . . . Not Applicable
      (a)(4) . . . . . . . . . . . . . . . . . . . . Not Applicable
      (a)(5) . . . . . . . . . . . . . . . . . . . .     7.10
      (b)  . . . . . . . . . . . . . . . . . . . . .  7.08,7.10
S 311 (a)  . . . . . . . . . . . . . . . . . . . . .     7.11
      (b)  . . . . . . . . . . . . . . . . . . . . .     7.11
      (c)  . . . . . . . . . . . . . . . . . . . . . Not Applicable
S 312 (a)  . . . . . . . . . . . . . . . . . . . . .     2.07
      (b)  . . . . . . . . . . . . . . . . . . . . .    11.03
      (c)  . . . . . . . . . . . . . . . . . . . . .    11.03
S 313 (a)  . . . . . . . . . . . . . . . . . . . . .     7.06
      (b)  . . . . . . . . . . . . . . . . . . . . .     7.06
      (c)  . . . . . . . . . . . . . . . . . . . . .     7.06
      (d)  . . . . . . . . . . . . . . . . . . . . .     7.06
S 314 (a)  . . . . . . . . . . . . . . . . . . . . .   4.03,4.04
      (b)  . . . . . . . . . . . . . . . . . . . . . Not Applicable
      (c)(1) . . . . . . . . . . . . . . . . . . . .    11.04
      (c)(2) . . . . . . . . . . . . . . . . . . . .    11.04
      (c)(3) . . . . . . . . . . . . . . . . . . . . Not Applicable
      (d)  . . . . . . . . . . . . . . . . . . . . . Not Applicable
      (e)  . . . . . . . . . . . . . . . . . . . . .    11.05
S 315 (a)  . . . . . . . . . . . . . . . . . . . . .   7.01(b)
      (b)  . . . . . . . . . . . . . . . . . . . . .     7.05
      (c)  . . . . . . . . . . . . . . . . . . . . .   7.01(a)
      (d)  . . . . . . . . . . . . . . . . . . . . .   7.01(c)
      (d)(1) . . . . . . . . . . . . . . . . . . . .   7.01(c)(1)
      (d)(2) . . . . . . . . . . . . . . . . . . . .   7.01(c)(2)
      (d)(3) . . . . . . . . . . . . . . . . . . . .   7.01(c)(3)
      (e)  . . . . . . . . . . . . . . . . . . . . .     6.11
S 316 (a)(1)(A)  . . . . . . . . . . . . . . . . . .     6.05
      (a)(1)(B)  . . . . . . . . . . . . . . . . . .     6.04
      (a)(2) . . . . . . . . . . . . . . . . . . . . Not Applicable
      (a)(last sentence) . . . . . . . . . . . . . .     2.11
      (b)  . . . . . . . . . . . . . . . . . . . . .     6.07
S 317 (a)(1) . . . . . . . . . . . . . . . . . . . .     6.08
      (a)(2) . . . . . . . . . . . . . . . . . . . .     6.09
      (b)  . . . . . . . . . . . . . . . . . . . . .     2.06
S 318 (a)  . . . . . . . . . . . . . . . . . . . . .    11.01



Note:     This reconciliation and tie shall not, for any purpose,
     be deemed to be a part of the Indenture.

                       TABLE OF CONTENTS

                                                             Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE            1
     SECTION  1.01  Definitions                                 1
     SECTION  1.02  Other Definitions                           7
     SECTION  1.03  Incorporation by Reference of Trust
                    Indenture Act                               7
     SECTION  1.04  Rules of Construction                       8

ARTICLE II  THE SECURITIES                                      8
     SECTION  2.01  Amount Unlimited; Issuable in Series        8
     SECTION  2.02  Denominations                              11
     SECTION  2.03  Forms Generally                            11
     SECTION  2.04  Execution, Authentication, Delivery and
                    Dating                                     12
     SECTION  2.05  Registrar and Paying Agent                 13
     SECTION  2.06  Paying Agent to Hold Money in Trust        14
     SECTION  2.07  Holder Lists                               14
     SECTION  2.08  Transfer and Exchange                      15
     SECTION  2.09  Replacement Securities                     15
     SECTION  2.10  Outstanding Securities                     16
     SECTION  2.11  Original Issue Discount and Treasury
                    Securities                                 16
     SECTION  2.12  Temporary Securities                       16
     SECTION  2.13  Cancellation                               16
     SECTION  2.14  Payments; Defaulted Interest               17
     SECTION  2.15  Persons Deemed Owners                      17
     SECTION  2.16  Computation of Interest                    17
     SECTION  2.17  Global Securities; Book-Entry Provisions   18

ARTICLE III  REDEMPTION                                        20
     SECTION  3.01  Applicability of Article                   20
     SECTION  3.02  Notice to the Trustee                      20
     SECTION  3.03  Selection of Securities To Be Redeemed     20
     SECTION  3.04  Notice of Redemption                       21
     SECTION  3.05  Effect of Notice of Redemption             22
     SECTION  3.06  Deposit of Redemption Price                22
     SECTION  3.07  Securities Redeemed or Purchased in Part   22
     SECTION  3.08  Purchase of Securities                     23
     SECTION  3.09  Mandatory and Optional Sinking Funds       23
     SECTION  3.10  Satisfaction of Sinking Fund Payments with
                    Securities                                 23
     SECTION  3.11  Redemption of Securities for Sinking Fund  23

ARTICLE IV  COVENANTS                                          24
     SECTION  4.01  Payment of Securities                      24
     SECTION  4.02  Maintenance of Office or Agency            25
     SECTION  4.03  SEC Reports; Financial Statements          25
     SECTION  4.04  Compliance Certificate                     26
     SECTION  4.05  Corporate Existence                        26
     SECTION  4.06  Maintenance of Properties                  26
     SECTION  4.07  Payment of Taxes and Other Claims          27
     SECTION  4.08  Waiver of Stay, Extension or Usury Laws    27
     SECTION  4.09  Additional Amounts                         27

ARTICLE V SUCCESSORS                                           28
     SECTION  5.01  Limitations on Mergers and Consolidations  28
     SECTION  5.02  Successor Person Substituted               29

ARTICLE VI  DEFAULTS AND REMEDIES                              29
     SECTION  6.01  Events of Default                          29
     SECTION  6.02  Acceleration                               31
     SECTION  6.03  Other Remedies                             31
     SECTION  6.04  Waiver of Existing or Past Defaults        31
     SECTION  6.05  Control by Majority                        32
     SECTION  6.06  Limitations on Suits                       32
     SECTION  6.07  Rights of Holders to Receive Payment       33
     SECTION  6.08  Collection Suit by Trustee                 33
     SECTION  6.09  Trustee May File Proofs of Claim           33
     SECTION  6.10  Priorities                                 34
     SECTION  6.11  Undertaking for Costs                      34

ARTICLE VII  TRUSTEE                                           34
     SECTION  7.01  Duties of Trustee                          34
     SECTION  7.02  Rights of Trustee                          36
     SECTION  7.03  May Hold Securities                        36
     SECTION  7.04  Trustee's Disclaimer                       36
     SECTION  7.05  Notice of Defaults                         36
     SECTION  7.06  Reports by Trustee to Holders              37
     SECTION  7.07  Compensation and Indemnity                 37
     SECTION  7.08  Replacement of Trustee                     38
     SECTION  7.09  Successor Trustee by Merger, etc           40
     SECTION  7.10  Eligibility; Disqualification              40
     SECTION  7.11  Preferential Collection of Claims Against
                    Company                                    40

ARTICLE VIII  DISCHARGE OF INDENTURE                           41
     SECTION  8.01  Termination of Company's Obligations       41
     SECTION  8.02  Application of Trust Money                 45
     SECTION  8.03  Repayment to Company                       45
     SECTION  8.04  Reinstatement                              45

ARTICLE IX  SUPPLEMENTAL INDENTURES AND AMENDMENTS             46
     SECTION  9.01  Without Consent of Holders                 46
     SECTION  9.02  With Consent of Holders                    47
     SECTION  9.03  Compliance with Trust Indenture Act        49
     SECTION  9.04  Revocation and Effect of Consents          49
     SECTION  9.05  Notation on or Exchange of Securities      50
     SECTION  9.06  Trustee to Sign Amendments, etc            50

ARTICLE X SUBORDINATION                                        50
     SECTION  10.01  Securities Subordinated to Senior
                     Indebtedness                              50
     SECTION  10.02  No Payment on Securities in Certain
                     Circumstances                             51
     SECTION  10.03  Securities Subordinated to Prior Payment of
                     All Senior Indebtedness on Dissolution,
                     Liquidation or Reorganization             52
     SECTION  10.04  Subrogation to Rights of Holders of Senior
                     Indebtedness                              53
     SECTION  10.05  Obligations of the Company Unconditional  54
     SECTION  10.06  Trustee Entitled to Assume Payments Not
                     Prohibited in Absence of Notice           54
     SECTION  10.07  Application by Trustee of Amounts
                     Deposited with It                         54
     SECTION  10.08  Subordination Rights Not Impaired by
                     Acts or Omissions of the Company or
                     Holders of Senior Indebtedness            55
     SECTION  10.09  Trustee to Effectuate Subordination of
                     Securities                                55
     SECTION  10.10  Right of Trustee to Hold Senior
                     Indebtedness                              56
     SECTION  10.11  Article X Not to Prevent Events
                     of Default                                56
     SECTION  10.12  No Fiduciary Duty of Trustee to Holders
                     of Senior Indebtedness                    56
     SECTION  10.13  Article Applicable to Paying Agent        56

ARTICLE XI  MISCELLANEOUS                                      57
     SECTION  11.01  Trust Indenture Act Controls              57
     SECTION  11.02  Notices                                   57
     SECTION  11.03  Communication by Holders with
                     Other Holders                             58
     SECTION  11.04  Certificate and Opinion as to Conditions
                     Precedent                                 58
     SECTION  11.05  Statements Required in Certificate or
                     Opinion                                   59
     SECTION  11.06  Rules by Trustee and Agents               59
     SECTION  11.07  Legal Holidays                            59
     SECTION  11.08  No Recourse Against Others                59
     SECTION  11.09  Governing Law                             60
     SECTION  11.10  No Adverse Interpretation of Other
                     Agreements                                60
     SECTION  11.11  Successors                                60
     SECTION  11.12  Severability                              60
     SECTION  11.13  Counterpart Originals                     60
     SECTION  11.14  Table of Contents; Headings, etc          60
     SECTION  11.15  Agent for Service of Process              60


          INDENTURE, dated as of ______________________________ ,
________   between R&B Falcon Corporation, a Delaware corporation
(the     "Company"),     and     ________________________,      a
___________________, as trustee (the "Trustee").

          Each  party  agrees as follows for the benefit  of  the
other  party and for the equal and ratable benefit of the Holders
of  the  Company's  unsecured subordinated debentures,  notes  or
other  evidences of indebtedness (the "Securities") to be  issued
from  time  to  time in one or more series as  provided  in  this
Indenture:

                            ARTICLE I

           DEFINITIONS AND INCORPORATION BY REFERENCE


          SECTION  1.01   Definitions.

          "Additional  Amounts"  means  any  additional   amounts
required by the express terms of a Security or by or pursuant  to
a  Board  Resolution,  under circumstances specified  therein  or
pursuant  thereto,  to  be paid by the Company  with  respect  to
certain  taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to such Holders.

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

          "Agent" means any Registrar or Paying Agent.

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

          "Board  of  Directors" means the Board of Directors  of
the  Company  or  any  committee thereof  duly  authorized,  with
respect to any particular matter, to act by or on behalf  of  the
Board of Directors of the Company.

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

          "Business  Day"  means any day  that  is  not  a  Legal
Holiday.

          "Capital  Stock" of any Person means and  includes  any
and  all  shares,  interests, rights  to  purchase,  warrants  or
options (whether or not currently exercisable), participations or
other  equivalents  of or interests (however designated)  in  the
equity  (which  includes, but is not limited  to,  common  stock,
preferred  stock and partnership and joint venture interests)  of
such  Person  (excluding any debt securities that are convertible
into, or exchangeable for, such equity).

          "Capitalized Lease Obligation" of any Person means  any
obligation  of such Person to pay rent or other amounts  under  a
lease  of  property, real or personal, that  is  required  to  be
capitalized  for financial reporting purposes in accordance  with
GAAP;  and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

          "Common  Equity" of any Person means and  includes  all
Capital  Stock  of  such  Person that is  generally  entitled  to
(i)  vote in the election of directors of such Person or (ii)  if
such  Person  is not a corporation, vote or otherwise participate
in  the  selection of the governing body, partners,  managers  or
others  that  will  control the management and policies  of  such
Person.

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

          "Company    Order"   and   "Company   Request"    mean,
respectively, a written order or request signed in  the  name  of
the  Company by two Officers of the Company, and delivered to the
Trustee.

          "Corporate  Trust Office of the Trustee" shall  be  the
address  specified in Section 11.02 and may be  located  at  such
other address as the Trustee may give notice to the Company.

          "Default" means any event, act or condition that is, or
after notice or the passage of time or both would be, an Event of
Default.

          "Depositary"  means, with respect to the Securities  of
any series issuable or issued in whole or in part in global form,
the  Person  specified pursuant to Section  2.01  hereof  as  the
initial Depositary with respect to the Securities of such series,
until  a  successor  shall have been appointed  and  become  such
pursuant  to  the  applicable provision of  this  Indenture,  and
thereafter, "Depositary" shall mean or include such successor.

          "Designated  Senior  Indebtedness, "  unless  otherwise
provided   with  respect  to  the  Securities  of  a  series   as
contemplated by Section 2.01, means any Senior Indebtedness  that
(i)  in  the instrument evidencing the same or the assumption  or
guarantee thereof (or related documents to which the Company is a
party)    is   expressly   designated   as   "Designated   Senior
Indebtedness"  for purposes of this Indenture and (ii)  satisfies
such  other  conditions as may be provided with  respect  to  the
Securities  of  such  series; provided that such  instruments  or
documents  may place limitations and conditions on the  right  of
such  Senior  Indebtedness to exercise the rights  of  Designated
Senior Indebtedness.

          "Disqualified  Capital  Stock" means,  when  used  with
respect to the Securities of any series, (a) except as set  forth
in  (b), with respect to any Person, Capital Stock of such Person
that, by its terms or by the terms of any security into which  it
is  convertible,  exercisable or exchangeable, is,  or  upon  the
happening  of an event or the passage of time would be,  required
to  be  redeemed or repurchased (including at the option  of  the
holder  thereof) by such Person or any Subsidiary of such Person,
in  whole or in part, on or prior to the Stated Maturity  of  the
Securities of such series, and (b) with respect to any Subsidiary
of  such Person (including with respect to any Subsidiary of  the
Company), any Capital Stock other than any Common Equity with  no
preference, privileges, or redemption or repayment provisions.

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

          "Exchange  Act"  means the Securities Exchange  Act  of
1934, as amended, and any successor statute.

          "GAAP"  means generally accepted accounting  principles
in the United States set forth in the opinions and pronouncements
of  the Accounting Principles Board of the American Institute  of
Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board  or  in  such  other
statements  by  such  other  entity  as  may  be  approved  by  a
significant  segment of the accounting profession of  the  United
States, as in effect from time to time.

          "Global  Security" of any series means  a  Security  of
that  series  that is issued in global form in the  name  of  the
Depositary with respect thereto or its nominee.

          "Government  Obligations"  means,  with  respect  to  a
series  of  Securities,  direct noncallable  obligations  of  the
government  that issues the currency in which the  Securities  of
the  series  are payable for the payment of which the full  faith
and   credit  of  such  government  is  pledged,  or  noncallable
obligations of a Person controlled or supervised by and acting as
an  agency or instrumentality of such government, the payment  of
which is fully and unconditionally guaranteed as a full faith and
credit obligation by such government.

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

          "Indebtedness" of any Person at any date means, without
duplication, (a) all indebtedness or obligations of  such  Person
for borrowed money (whether or not the recourse of the lender  is
to  the  whole of the assets of such Person or only to a  portion
thereof), (b) all obligations of such Person evidenced by  bonds,
debentures,   notes  or  other  similar  instruments,   (c)   all
obligations  of such Person in respect of letters  of  credit  or
other  similar  instruments  (or reimbursement  obligations  with
respect thereto), other than standby letters of credit and bid or
performance bonds issued by such Person in the ordinary course of
business,  to the extent not drawn or, to the extent   drawn,  if
such  drawing  is  reimbursed not later  than  30  Business  Days
following demand for reimbursement, (d) all obligations  of  such
Person  to pay the deferred and unpaid purchase price of property
or  services, except trade payables and accrued expenses incurred
in  the  ordinary course of  business, (e) all Capitalized  Lease
Obligations  of  such  Person, (f)  all  Indebtedness  of  others
secured  by  a lien on any asset of such Person, whether  or  not
such  Indebtedness  is  assumed  by  such  Person,  and  (g)  all
Indebtedness of others guaranteed by such Person to the extent of
such guarantee.

          "Indenture"   means  this  instrument   as   originally
executed  or  as  it  may  from  time  to  time  be  amended   or
supplemented  by  one  or  more  indentures  supplemental  hereto
entered  into pursuant to the applicable provisions  hereof,  and
includes the terms of particular series of Securities established
as contemplated by Section 2.01.

          "interest"  means,  with respect to an  Original  Issue
Discount  Security  that by its terms bears interest  only  after
Maturity, interest payable after Maturity.

          "Interest Payment Date,"  when used with respect to any
Security,  has the meaning assigned to such term in the  Security
as contemplated by Section 2.01.

          "Issue  Date"  means, with respect to Securities  of  a
series,  the  date  on which the Securities of  such  series  are
originally issued under this Indenture.

          "Junior  security" of a Person means,  when  used  with
respect  to  the Securities of any series, any Qualified  Capital
Stock  of such Person or any Indebtedness of such Person that  is
subordinated in right of payment to the Securities of such series
and has no scheduled installment of principal due, by redemption,
sinking  fund  payment or otherwise, on or prior  to  the  Stated
Maturity of the Securities of such series.

          "Legal Holiday" means a Saturday, a Sunday or a day  on
which  banking institutions in any of The City of New  York,  New
York,  Houston,  Texas or a Place of Payment  are  authorized  or
obligated by law, regulation or executive order to remain closed.

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

          "Officer"   means  the  Chairman  of  the  Board,   the
President,  any Vice Chairman of the  Board, any Vice  President,
the   chief  financial  officer,  the  Treasurer,  any  Assistant
Treasurer,  the  Controller,  the  Secretary  or  any   Assistant
Secretary of a Person.

          "Officers' Certificate" means a certificate  signed  by
two  Officers of a Person, one of whom must be the Person's chief
executive  officer, chief financial officer or  chief  accounting
officer.
          "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable  to the Trustee.  Such counsel  may  be
an employee of or counsel to the Company or the Trustee.

          "Original  Issue Discount Security" means any  Security
that  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 6.02.

          "Person"    means    any    individual,    corporation,
partnership,   limited   liability   company,   joint    venture,
incorporated or unincorporated association, joint stock  company,
trust,  unincorporated organization or government or other agency
or political subdivision thereof or other entity of any kind.

          "Place   of  Payment"  means,  with  respect   to   the
Securities  of any series, the place or places where, subject  to
the  provisions  of Section 4.02, the principal of,  premium  (if
any) and interest on the Securities of that series are payable as
specified in accordance with Section 2.01.

          "Qualified  Capital Stock" means any Capital  Stock  of
the Company that is not Disqualified Capital Stock.

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

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

          "SEC" means the Securities and Exchange Commission.

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

          "Security  Custodian" means, with respect to Securities
of  a series issued in global form, the Trustee for Securities of
such series, acting in its capacity as custodian with respect  to
the Securities of such series, or any successor entity thereto.

          "Senior  Indebtedness" of the Company, unless otherwise
provided with respect to the Securities of series as contemplated
by  Section  2.10, means, (i) all Indebtedness  of  the  Company,
whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Indebtedness,
it is provided that such Indebtedness is not superior in right of
payment to the Securities or to other Indebtedness which is  pari
passu  with  or  subordinated to the  Securities,  and  (ii)  any
modifications,  refunding, deferrals, renewals or  extensions  of
any such Indebtedness or securities, notes or other evidences  of
Indebtedness  issued in exchange for such Indebtedness;  provided
that in no event shall "Senior Indebtedness" include Indebtedness
of the Company for borrowed money owed or owing to any Subsidiary
of  the  Company  or  any officer, director or  employee  of  the
Company or any Subsidiary of the Company.

          "Significant   Subsidiary"   means   any   "significant
subsidiary" of the Company, as such term is defined in Regulation
S-X,  Title 17, Code of U.S. Federal Regulations Part 210, as  in
effect on the date hereof.

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

          "Subsidiary"  means, as to any Person, any corporation,
association or other business entity in which such Person or  one
or more of its Subsidiaries or such Person and one or more of its
Subsidiaries own more than 50% of the total combined voting power
of  all  Common Equity, and any partnership or joint  venture  if
more  than  a 50% interest in the profits or capital  thereof  is
owned  by such Person or one or more of its Subsidiaries or  such
Person  and  one  or  more  of  its  Subsidiaries  (unless   such
partnership or joint venture can and does ordinarily  take  major
business actions without the prior approval of such Person or one
or more of its Subsidiaries).

          "TIA" means the Trust Indenture Act of 1939, as amended
(15 U.S.C. SS 77aaa-77bbbb), as in effect on the date hereof.

          "Trust  Officer" means any officer or assistant officer
of  the  Trustee  assigned  by  the  Trustee  to  administer  its
corporate trust matters.

          "Trustee" means the Person named as such above until  a
successor   replaces  it  in  accordance  with   the   applicable
provisions of this Indenture, and thereafter "Trustee" means each
Person who is then a Trustee hereunder, and if at any time  there
is  more than one such Person, "Trustee" as used with respect  to
the  Securities of any series means the Trustee with  respect  to
Securities of that series.

          "United  States"  means the United  States  of  America
(including  the  States and the District  of  Columbia)  and  its
territories,  its possessions (including Puerto  Rico,  the  U.S.
Virgin  Islands,  Guam,  American  Samoa,  Wake  Island  and  the
Northern  Mariana  Islands)  and  other  areas  subject  to   its
jurisdiction.

          "United States Alien" means any Person who, for  United
States  federal income tax purposes, is a foreign corporation,  a
nonresident  alien  individual, a nonresident  alien  or  foreign
fiduciary of an estate or trust, or a foreign partnership.

          "U.S.    Government   Obligations"   means   Government
Obligations with respect to Securities payable in Dollars.

          SECTION  1.02   Other Definitions.

                                                     Defined
          Term                                      in Section
          ----                                      ----------
     "Bankruptcy Custodian"                            6.01
     "Conversion Event"                                6.01
     "covenant defeasance"                             8.01
     "Event of Default"                                6.01
     "legal defeasance"                                8.01
     "mandatory sinking fund payment"                  3.09
     "optional sinking fund payment"                   3.09
     "Paying Agent"                                    2.05
     "Payment Default"                                10.02
     "Payment Blocking Notice"                        10.02
     "Registrar"                                       2.05
     "Successor"                                       5.01

          SECTION   1.03    Incorporation by  Reference  of  Trust
Indenture Act.

          Whenever  this Indenture refers to a provision  of  the
TIA,  the  provision is incorporated by reference in and  made  a
part  of  this Indenture.  The following TIA terms used  in  this
Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture  trustee" or "institutional  trustee"  means
     the Trustee.

          "obligor" on the indenture securities means the Company
     or any other obligor on the Securities.

          All  terms  used in this Indenture that are defined  by
the TIA, defined by a TIA reference to another statute or defined
by  an  SEC  rule under the TIA have the meanings so assigned  to
them.

          SECTION  1.04   Rules of Construction.

          Unless the context otherwise requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the
    meaning assigned to it in accordance with GAAP;
          (3)  "or" is not exclusive;
          (4)  words in the singular include the plural, and in
   the plural include the singular;
          (5)  provisions apply to successive events and
   transactions; and
          (6)  all references in this Indenture to Articles and
   Sections  are  references  to the corresponding Articles and
   Sections in and of this Indenture.

                           ARTICLE II

                         THE SECURITIES

          SECTION  2.01   Amount Unlimited; Issuable in Series.

          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.
There  shall be established in or pursuant to a Board Resolution,
and  set  forth,  or  determined in the manner  provided,  in  an
Officers'  Certificate or in a Company Order, or  established  in
one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

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

          (2) any  limit upon the aggregate principal  amount  of
    the  Securities  of  the series that may be authenticated and
    delivered   under  this  Indenture  (except  for   Securities
    authenticated and delivered upon registration of transfer of,
    or in exchange for,  or  in  lieu of, other Securities of the
    series  pursuant  to  Section 2.08, 2.09, 2.12, 2.17, 3.07 or
    9.05);

          (3) whether  any  Securities  of  the  series are to be
    issuable  initially  in temporary global form and whether any
    Securities of the series are  to  be  issuable  in  permanent
    global form, as  Global  Securities or otherwise, and, if so,
    whether  beneficial  owners  of  interests in any such Global
    Security may exchange such interests  for  Securities of such
    series  and  of  like  tenor  of  any  authorized  form   and
    denomination  and  the  circumstances  under  which  any such
    exchanges  may occur, if other than in the manner provided in
    Section   2.17,  and  the  initial  Depositary  and  Security
    Custodian, if any, for any  Global Security or  Securities of
    such series;

          (4) (i)  if  other  than provided herein, the Person to
    whom any  interest  on Securities  of  the  series  shall  be
    payable, and (ii) the manner in which  any  interest  payable
    on a temporary Global Security on any  Interest Payment  Date
    will be paid if other than in the manner provided in  Section
    2.14;

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

          (6) the  rate  or rates, or the method of determination
    thereof,  at  which  the  Securities of the series shall bear
    interest,  if  any,  whether  and  under  what  circumstances
    Additional Amounts with respect to such Securities  shall  be
    payable, the date or dates  from  which  any  interest  shall
    accrue, the Interest Payment Dates on which any such interest
    shall be payable and the record date for the interest payable
    on any Securities on any Interest Payment Date;

          (7) the  place   or   places   where,  subject  to  the
    provisions of Section 4.02, the principal of, premium (if any)
    and interest on and any Additional Amounts with respect to the
    Securities of the series shall be payable;

          (8) the  period  or  periods within which, the price or
    prices (whether denominated in cash, securities or otherwise)
    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, if the Company is to have that option,
    and the manner in which  the  Company  may  exercise any such
    option, if different from those set forth herein;

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

         (10) if other  than  denominations  of  $1,000  and  any
    integral  multiple  thereof,  the  denomination  in which any
    Securities of that series shall be issuable;

         (11) the  form,  including  Capital  Stock,  other  debt
    securities  (including  Securities),  warrants,  other equity
    securities, or  any  other  securities  or  property  of  the
    Company or any other Person in which payment of the principal
    of,  premium  (if  any)  and  interest  on and any Additional
    Amounts with respect to the Securities of the series shall be
    payable;

          (12) if the amount of payments of principal of, premium
    (if any) and  interest  on  and  any  Additional Amounts with
    respect to the  Securities  of  the  series may be determined
    with  reference to any commodities,  currencies  or  indices,
    values, rates or prices or any  other  index  or formula, the
    manner in which such amounts shall be determined;

          (13) if other than the entire principal amount thereof,
    the  portion  of  the  principal amount of  Securities of the
    series that shall be payable upon declaration of acceleration
    of the Maturity thereof pursuant to Section 6.02;

          (14) any additional means of satisfaction and discharge
    of   this   Indenture  and   any   additional  conditions  or
    limitations to discharge with respect to  Securities  of  the
    series pursuant to  Article  VIII  or any modifications of or
    deletions from such conditions or limitations;

          (15) any deletions or modifications of or  additions to
    the Events of Default set forth in  Section 6.01 or covenants
    of  the  Company  set  forth  in Article IV pertaining to the
    Securities of the series;

          (16) any restrictions or other provisions with  respect
    to  the  transfer  or  exchange  of Securities of the series,
    which  may  amend,  supplement,  modify  or  supersede  those
    contained in this Article II;

          (17) if  the  Securities  of  the  series  are   to  be
    convertible into or exchangeable  for  Capital  Stock,  other
    debt  securities  (including   Securities),  warrants,  other
    equity securities, or any other securities or property of the
    Company or any other Person, at  the option of the Company or
    the Holder or upon the occurrence  of any condition or event,
    the terms and conditions for such conversion or exchange;

          (18) any   modifications    to,    or    qualifications
    contemplated   by,   the definition  of  "Designated   Senior
    Indebtedness, " any  modifications   to  the  definition   of
    "Senior Indebtedness" or any modifications to  Article  X  or
    the other provisions regarding subordination  with respect to
    the Securities of such series; and

          (19) any other terms of the series  (which  terms shall
    not be prohibited by the provisions of this Indenture).

          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 the Board Resolution referred  to
above  and (subject to Section 2.03) set forth, or determined  in
the  manner  provided,  in the Officers' Certificate  or  Company
Order  referred  to  above or in any such indenture  supplemental
hereto.

          If  any  of the terms of the series are established  by
action  taken  pursuant  to  a Board Resolution,  a  copy  of  an
appropriate  record  of  such action, together  with  such  Board
Resolution,  shall  be set forth in an Officers'  Certificate  or
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 or Company Order setting forth  the
terms of the series.

          The  Securities  shall  be  subordinated  in  right  of
payment to Senior Indebtedness as provided in Article X.

          SECTION  2.02   Denominations.

          The Securities of each series shall be issuable in such
denominations   as   shall  be  specified  as   contemplated   by
Section 2.01.  In the absence of any such provisions with respect
to  the  Securities of any series, the Securities of such  series
denominated  in  Dollars shall be issuable  in  denominations  of
$1,000 and any integral multiples thereof.

          SECTION  2.03   Forms Generally.

          The  Securities  of  each  series  shall  be  in  fully
registered  form  and  in  substantially  such  form   or   forms
(including temporary or permanent global form) established by  or
pursuant  to  a  Board Resolution or in one  or  more  indentures
supplemental hereto.  The Securities may have notations,  legends
or  endorsements required by law, securities exchange rules,  the
Company's certificate of incorporation or other similar governing
documents, agreements to which the Company is subject, if any, or
usage (provided that any such notation, legend or endorsement  is
in  a  form  acceptable to the Company).  A  copy  of  the  Board
Resolution  establishing the form or forms of Securities  of  any
series  shall  be  delivered to the Trustee at or  prior  to  the
delivery  of the Company Order contemplated by Section  2.04  for
the authentication and delivery of such Securities.

          The  definitive  Securities of  each  series  shall  be
printed,  lithographed or engraved on steel engraved  borders  or
may  be  produced in any other manner, all as determined  by  the
Officers  executing  such  Securities,  as  evidenced  by   their
execution thereof.

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

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

                              ________________________________,
                                   as Trustee


                              By:___________________________
                                        Authorized Signatory".

          SECTION  2.04   Execution, Authentication, Delivery and
Dating.

          At  least  one  Officer of the Company shall  sign  the
Securities of each series on behalf of the Company by  manual  or
facsimile signature.

          If  an Officer of the Company whose signature is  on  a
Security no longer holds that office at the time the Security  is
authenticated, the Security shall be valid nevertheless.

          A  Security shall not be entitled to any benefit  under
this  Indenture or be valid or obligatory for any  purpose  until
authenticated by the manual signature of an authorized  signatory
of the Trustee, which signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

          The  Trustee shall authenticate and deliver  Securities
of  a  series  for original issue upon a Company  Order  for  the
authentication  and delivery of such Securities  or  pursuant  to
such  procedures reasonably acceptable to the Trustee as  may  be
specified  from time to time by Company Order.  Such order  shall
specify  the  amount  of the Securities  of  such  series  to  be
authenticated, the date on which the original issue of Securities
of  such series is to be authenticated, the name or names of  the
initial  Holder or Holders and any other terms of the  Securities
of such series not otherwise determined.  If provided for in such
procedures,  such Company Order may authorize (1)  authentication
and delivery of Securities of such series for original issue from
time  to time, with certain terms (including, without limitation,
the  Maturity  date or dates, original issue date  or  dates  and
interest rate or rates) that differ from Security to Security and
(2) may authorize authentication and delivery pursuant to oral or
electronic  instructions from the Company or its duly  authorized
agent, which instructions shall be promptly confirmed in writing.

          If  the  form or terms of the Securities of the  series
have  been  established  in or pursuant  to  one  or  more  Board
Resolutions  or  any other method permitted by Section  2.01,  in
authenticating  such  Securities, and  accepting  the  additional
responsibilities  under  this  Indenture  in  relation  to   such
Securities, the Trustee shall be entitled to receive (in addition
to  the  Company Order referred to above and the other  documents
required  by Section 11.04), and (subject to Section 7.01)  shall
be fully protected in relying upon,

          (a)  an  Officers'  Certificate setting forth the Board
Resolution  and,  if  applicable,  an  appropriate  record of any
action  taken  pursuant  thereto,  as  contemplated by  the  last
paragraph  of Section 2.01; and

          (b)  an Opinion of Counsel to the effect that:

          (i)  the  form of  such Securities has been established
     in conformity with the provisions of this Indenture;

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

          (iii) such Securities, when authenticated and delivered
     by  the  Trustee and issued by the Company in the manner and
     subject  to  any conditions  specified  in  such  Opinion of
     Counsel,  will  constitute  valid and binding obligations of
     the Company,  enforceable  against the Company in accordance
     with  their  terms, except as the enforceability thereof may
     be   limited   by    applicable   bankruptcy,    insolvency,
     reorganization,  moratorium,  fraudulent conveyance or other
     similar  laws  in  effect  from  time  to time affecting the
     rights  of  creditors  generally,  and  the  application  of
     general  principles  of equity (regardless of  whether  such
     enforceability is considered in a proceeding in equity or at
     law).

If  all the Securities of any series are not to be issued at  one
time,   it   shall  not  be  necessary  to  deliver  an  Officers
Certificate  and Opinion of Counsel at the time  of  issuance  of
each such Security, but such Officers Certificate and Opinion  of
Counsel  shall be delivered at or before the time of issuance  of
the first Security of the series to be issued.

          The  Trustee shall not be required to authenticate such
Securities  if the issuance of such Securities pursuant  to  this
Indenture  would  affect  the Trustee's  own  rights,  duties  or
immunities  under the Securities and this Indenture or  otherwise
in a manner not reasonably acceptable to the Trustee.

          The   Trustee  may  appoint  an  authenticating   agent
acceptable  to  the  Company to authenticate Securities.   Unless
limited by the terms of such appointment, an authenticating agent
may authenticate Securities whenever the Trustee may do so.  Each
reference  in  this Indenture to authentication  by  the  Trustee
includes  authentication by such agent.  An authenticating  agent
has  the same rights as an Agent to deal with the Company  or  an
Affiliate of the Company.

          Each   Security  shall  be  dated  the  date   of   its
authentication.

          SECTION  2.05   Registrar and Paying Agent.

          The Company shall maintain an office or agency for each
series  of  Securities where Securities of  such  series  may  be
presented  for registration of transfer or exchange ("Registrar")
and  an  office or agency where Securities of such series may  be
presented for payment ("Paying Agent").  The Registrar shall keep
a register of the Securities of each series and of their transfer
and  exchange.  The Company may appoint one or more co-registrars
and  one  or more additional paying agents.  The term "Registrar"
includes  any  co-registrar and the term "Paying Agent"  includes
any additional paying agent.

          The  Company  shall  enter into an  appropriate  agency
agreement with any Registrar or Paying Agent not a party to  this
Indenture.  The agreement shall implement the provisions of  this
Indenture  that relate to such Agent.  The Company  shall  notify
the  Trustee of the name and address of any Agent not a party  to
this  Indenture.   The  Company may change any  Paying  Agent  or
Registrar without notice to any Holder.  If the Company fails  to
appoint or maintain another entity as Registrar or Paying  Agent,
the  Trustee  shall  act  as such.  The Company  or  any  of  its
Subsidiaries may act as Paying Agent or Registrar.

          The Company initially appoints the Trustee as Registrar
and Paying Agent.

          SECTION  2.06   Paying Agent to Hold Money in Trust.

          With  respect to each series of Securities, the Company
shall  require each Paying Agent other than the Trustee to  agree
in  writing  that  the Paying Agent will hold in  trust  for  the
benefit  of Holders of such series or the Trustee all money  held
by  the Paying Agent for the payment of principal of, premium, if
any,  or  interest on or any Additional Amounts with  respect  to
Securities  of  such series and will notify the  Trustee  of  any
default  by  the Company in making any such payment.   While  any
such default continues, the Trustee may require a Paying Agent to
pay  all  money held by it to the Trustee and to account for  any
funds  disbursed.  The Company at any time may require  a  Paying
Agent  to pay all money held by it to the Trustee and to  account
for  any  funds disbursed.  Upon payment over to the Trustee  and
upon  accounting  for any funds disbursed, the Paying  Agent  (if
other than the Company or a Subsidiary of the Company) shall have
no  further  liability  for  the money.   If  the  Company  or  a
Subsidiary of the Company acts as Paying Agent with respect to  a
series  of Securities, it shall segregate and hold in a  separate
trust  fund  for  the benefit of the Holders of such  series  all
money  held  by  it  as Paying Agent.  Each  Paying  Agent  shall
otherwise comply with TIA S 317(b).

          SECTION  2.07   Holder Lists.

          The  Trustee shall preserve in as current a form as  is
reasonably practicable the most recent list available  to  it  of
the  names  and addresses of Holders of each series of Securities
and shall otherwise comply with TIA S 312(a).  If the Trustee  is
not  the  Registrar with respect to a series of  Securities,  the
Company shall furnish to the Trustee at least seven Business Days
before each Interest Payment Date with respect to such series  of
Securities, and at such other times as the Trustee may request in
writing,  a list in such form and as of such date as the  Trustee
may  reasonably require of the names and addresses of Holders  of
such  series,  and the Company shall otherwise  comply  with  TIA
S 312(a).

          SECTION  2.08   Transfer and Exchange.

          Except  as  set  forth in Section 2.17  or  as  may  be
provided pursuant to Section 2.01, when Securities of any  series
are  presented to the Registrar with the request to register  the
transfer   of such Securities or to exchange such Securities  for
an  equal  principal amount of Securities of the same  series  of
like  tenor and of other authorized denominations, the  Registrar
shall register the transfer or make the exchange as requested  if
its  requirements and the requirements of this Indenture for such
transactions  are  met; provided, however,  that  the  Securities
presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of
transfer  in  form reasonably satisfactory to the Registrar  duly
executed  by  the  Holder  thereof  or  by  his  attorney,   duly
authorized  in  writing, on which instruction the  Registrar  can
rely.

          To permit registrations of transfers and exchanges, the
Company   shall  execute  and  the  Trustee  shall   authenticate
Securities  at the Registrar's written request and submission  of
the Securities (other than Global Securities).  No service charge
shall  be  made to a Holder for any registration of  transfer  or
exchange  (except as otherwise expressly permitted  herein),  but
the  Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection
therewith  (other than such transfer tax or similar  governmental
charge  payable upon exchanges pursuant to Section 2.12, 3.07  or
9.05).   The  Trustee shall authenticate Securities in accordance
with  the provisions of Section 2.04.  Notwithstanding any  other
provisions  of this Indenture to the contrary, the Company  shall
not  be required to register the transfer or exchange of (a)  any
Security selected for redemption in whole or in part pursuant  to
Article III, except the unredeemed portion of any Security  being
redeemed  in part or (b) any Security during the period beginning
15  Business  Days before the mailing of notice of any  offer  to
repurchase  Securities  of the series required  pursuant  to  the
terms  thereof or of redemption of Securities of a series  to  be
redeemed  and  ending at the close of business  on  the  date  of
mailing.

          SECTION  2.09   Replacement Securities.

          If any mutilated Security of a series is surrendered to
the  Trustee,  or if the Holder of a Security of a series  claims
that  the  Security has been destroyed, lost or  stolen  and  the
Company and the Trustee receive evidence to their satisfaction of
the  destruction,  loss  or theft of such Security,  the  Company
shall  issue  and  the Trustee shall authenticate  a  replacement
Security  of  the  same series if the Trustee's requirements  are
met.   If  any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company  in
its  discretion may, instead of issuing a new Security, pay  such
Security.  If required by the Trustee or the Company, such Holder
must furnish an indemnity bond that is sufficient in the judgment
of  the  Trustee  and  the Company to protect  the  Company,  the
Trustee, any Agent or any authenticating agent from any loss that
any  of  them may suffer if a Security is replaced.  The  Company
and  the  Trustee  may  charge a Holder  for  their  expenses  in
replacing a Security.

          Every  replacement Security is an additional obligation
of the Company.

          SECTION  2.10   Outstanding Securities.

          The  Securities of a series outstanding at any time are
all  the  Securities of that series authenticated by the  Trustee
except  for  those  canceled by it, those  delivered  to  it  for
cancellation,  those  reductions in  the  interest  in  a  Global
Security effected by the Trustee hereunder and those described in
this Section 2.10 as not outstanding.

          If  a Security is replaced pursuant to Section 2.09, it
ceases  to  be  outstanding  unless the  Trustee  receives  proof
satisfactory to it that the replaced Security is held by  a  bona
fide purchaser.

          If  the  principal amount of any Security is considered
paid under Section 4.01, it ceases to be outstanding and interest
on it ceases to accrue.

          A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

          SECTION   2.11   Original Issue Discount and  Treasury
Securities.

          In  determining  whether the Holders  of  the  required
principal  amount of Securities have concurred in any  direction,
amendment,  supplement,  waiver or  consent,  (a)  the  principal
amount  of  an  Original  Issue Discount Security  shall  be  the
principal amount thereof that would be due and payable as of  the
date  of  such  determination upon acceleration of  the  Maturity
thereof pursuant to Section 6.02 and (b) Securities owned by  the
Company or any other obligor upon the Securities or any Affiliate
of  the  Company  or of such other obligor shall be  disregarded,
except  that, for the purpose of determining whether the  Trustee
shall be protected in relying upon any such direction, amendment,
supplement,  waiver or consent, only Securities with  respect  to
which  the Trustee has received written notice that they  are  so
owned shall be so disregarded.

          SECTION  2.12   Temporary Securities.

          Until definitive Securities of any series are ready for
delivery,   the  Company  may  prepare  and  the  Trustee   shall
authenticate temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities, but may  have
variations  that the Company considers appropriate for  temporary
Securities.   Without  unreasonable  delay,  the  Company   shall
prepare  and the Trustee shall authenticate definitive Securities
in  exchange  for temporary Securities.  Until so exchanged,  the
temporary  Securities shall in all respects be  entitled  to  the
same benefits under this Indenture as definitive Securities.

          SECTION  2.13   Cancellation.

          The  Company at any time may deliver Securities to  the
Trustee  for  cancellation.  The Registrar and the  Paying  Agent
shall  forward to the Trustee any Securities surrendered to  them
for registration of transfer, exchange, payment or redemption  or
for  credit against any sinking fund payment.  The Trustee  shall
cancel  all Securities surrendered for registration of  transfer,
exchange, payment, redemption, replacement or cancellation or for
credit against any sinking fund.  Unless the Company shall direct
in  writing  that canceled Securities be returned  to  it,  after
written notice to the Company all canceled Securities held by the
Trustee  shall  be  disposed  of in  accordance  with  the  usual
disposal  procedures  of  the  Trustee,  and  the  Trustee  shall
maintain  a record of their disposal.  The Company may not  issue
new  Securities to replace Securities that have been paid or that
have been delivered to the Trustee for cancellation.

          SECTION  2.14   Payments; Defaulted Interest.

          Unless  otherwise provided as contemplated  by  Section
2.01  with respect to Securities of any series, interest  (except
defaulted  interest)  on any Security that  is  payable,  and  is
punctually  paid  or duly provided for, on any  Interest  Payment
Date  shall be paid to the Persons who are registered Holders  of
that  Security at the close of business on the record  date  next
preceding such Interest Payment Date.  Unless otherwise  provided
with  respect  to the Securities of any series, the Company  will
pay  the  principal of, premium (if any) and interest on and  any
Additional  Amounts  with respect to the Securities  in  Dollars.
The  Company may, however, pay such amounts (1) by wire  transfer
with respect to Global Securities or (2) by check payable in such
money mailed to a Holder's registered address with respect to any
Securities.

          If the Company defaults in a payment of interest on the
Securities of any series, it shall pay the defaulted interest  in
any  lawful  manner plus, to the extent lawful, interest  on  the
defaulted  interest,  in each case at the rate  provided  in  the
Securities  of such series and in Section 4.01.  The Company  may
pay  the defaulted interest to the Persons who are Holders  on  a
subsequent  special  record date.  At least 15  days  before  any
special record date selected by the Company, the Company (or  the
Trustee, in the name of and at the expense of the Company upon 20
days'  prior written notice from the Company setting  forth  such
record  date  and the interest amount to be paid) shall  mail  to
Holders of any such series of Securities a notice that states the
special  record date, the related payment date and the amount  of
such interest to be paid.

          SECTION  2.15   Persons Deemed Owners.

          The   Company,   the  Trustee,  any   Agent   and   any
authenticating  agent  may treat the Person  in  whose  name  any
Security  is  registered as the owner of such  Security  for  the
purpose  of receiving payments of principal of, premium (if  any)
or  interest on, or any Additional Amounts with respect  to  such
Security  and  for all other purposes.  None of the Company,  the
Trustee,  any Agent or any authenticating agent shall be affected
by any notice to the contrary.

          SECTION  2.16   Computation of Interest.

          Except  as  otherwise  specified  as  contemplated   by
Section  2.01  for  Securities of any  series,  interest  on  the
Securities  of each series shall be computed on the  basis  of  a
year comprising twelve 30-day months.

          SECTION    2.17     Global   Securities;   Book-Entry
Provisions.

          If  Securities of a series are issuable in global  form
as  a  Global  Security, as contemplated by Section  2.01,  then,
notwithstanding clause (10) of Section 2.01 and the provisions of
Section  2.02, any such Global Security shall represent  such  of
the  outstanding Securities of such series as shall be  specified
therein  and  may provide that it shall represent  the  aggregate
amount  of  outstanding  Securities from time  to  time  endorsed
thereon  and that the aggregate amount of outstanding  Securities
represented thereby may from time to time be reduced  to  reflect
exchanges  or redemptions.  Any endorsement of a Global  Security
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 in such Security or in  a
Company  Order to be delivered to the Trustee pursuant to Section
2.04.   Subject  to  the  provisions  of  Section  2.04  and,  if
applicable, Section 2.12, the Trustee shall deliver and redeliver
any  Security  in  permanent global form in the manner  and  upon
instructions  given by the Person or Persons  specified  in  such
Security or in the applicable Company Order.  With respect to the
Securities  of  any  series  that are  represented  by  a  Global
Security,  the Company authorizes the execution and  delivery  by
the  Trustee  of  a  letter of representations or  other  similar
agreement or instrument in the form customarily provided  for  by
the  Depositary  appointed with respect to such Global  Security.
Any  Global Security may be deposited with the Depositary or  its
nominee,  or may remain in the custody of the Security  Custodian
therefor  pursuant  to  a FAST Balance Certificate  Agreement  or
similar agreement between the Trustee and the Depositary.   If  a
Company  Order  has  been, or simultaneously is,  delivered,  any
instructions  by  the  Company with  respect  to  endorsement  or
delivery or redelivery of a Security in global form shall  be  in
writing  but need not comply with Section 11.05 and need  not  be
accompanied by an Opinion of Counsel.

          Members  of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with  respect
to any Global Security held on their behalf by the Depositary, or
the  Security  Custodian as its custodian, or under  such  Global
Security,  and the Depositary may be treated by the Company,  the
Security Custodian and any agent of the Company or the Trustee as
the  absolute  owner  of such Global Security  for  all  purposes
whatsoever.   Notwithstanding the foregoing, (i)  the  registered
holder  of a Global Security of any series may grant proxies  and
otherwise  authorize  any  Person, including  Agent  Members  and
Persons  that may hold interests through Agent Members,  to  take
any action that a Holder of such series is entitled to take under
this  Indenture or the Securities of such series and (ii) nothing
herein  shall prevent the Company, the Security Custodian or  any
agent  of  the  Company  or the Security Custodian,  from  giving
effect to any written certification, proxy or other authorization
furnished  by  the  Depositary or shall impair,  as  between  the
Depositary  and  its  Agent Members, the operation  of  customary
practices  governing the exercise of the rights of  a  beneficial
owner of any Security.

          Notwithstanding Section 2.08, and except  as  otherwise
provided pursuant to Section 2.01, transfers of a Global Security
shall  be limited to transfers of such Global Security in  whole,
but  not  in  part,  to the Depositary, its successors  or  their
respective nominees.  Interests of beneficial owners in a  Global
Security  may  be transferred in accordance with  the  rules  and
procedures of the Depositary.  Securities of any series shall  be
transferred to all beneficial owners of a Global Security of such
series  in exchange for their beneficial interests in that Global
Security if, and only if, either (1) the Depositary notifies  the
Company  that it is unwilling or unable to continue as Depositary
for the Global Security of such series and a successor Depositary
is  not  appointed by the Company within 90 days of such  notice,
(2)  an Event of Default has occurred with respect to such series
and  is continuing and the Registrar has received a request  from
the  Depositary to issue Securities of such series in lieu of all
or  a  portion of that Global Security (in which case the Company
shall  deliver Securities of such series within 30 days  of  such
request) or (3) the Company determines not to have the Securities
of such series represented by a Global Security.

          In  connection  with any transfer of a portion  of  the
beneficial  interest  in  a  Global Security  of  any  series  to
beneficial  owners pursuant to this Section 2.17,  the  Registrar
shall reflect on its books and records the date and a decrease in
the principal amount of the Global Security of that series in  an
amount  equal to the principal amount of the beneficial  interest
in  the Global Security of that series to be transferred, and the
Company  shall execute, and the Trustee upon receipt of a Company
Order  for the authentication and delivery of Securities of  that
series shall authenticate and deliver, one or more Securities  of
the same series of like tenor and amount.

          In  connection with the transfer of all the  beneficial
interests in a Global Security of any series to beneficial owners
pursuant  to  this  Section 2.17, the Global  Security  shall  be
deemed to be surrendered to the Trustee for cancellation, and the
Company  shall  execute, and the Trustee shall  authenticate  and
deliver, to each beneficial owner identified by the Depositary in
exchange  for its beneficial interest in the Global Security,  an
equal aggregate principal amount of Securities of that series  of
authorized denominations.

          Neither  the  Company  nor the Trustee  will  have  any
responsibility  or  liability  for  any  aspect  of  the  records
relating  to, or payments made on account of, Securities  of  any
series  by  the  Depositary, or for maintaining,  supervising  or
reviewing  any  records  of  the  Depositary  relating  to   such
Securities.  Neither the Company nor the Trustee shall be  liable
for  any  delay  by  the related Global Security  Holder  or  the
Depositary  in identifying the beneficial owners, and  each  such
Person  may  conclusively  rely on, and  shall  be  protected  in
relying on, instructions from such Global Security Holder or  the
Depositary  for  all  purposes (including  with  respect  to  the
registration and delivery, and the respective principal  amounts,
of the Securities to be issued).

          Notwithstanding  the provisions of  Sections  2.03  and
2.14, unless otherwise specified as contemplated by Section  2.01
with respect to Securities of any series, payment of principal of
and  premium (if any) and interest on and any Additional  Amounts
with  respect to any Global Security shall be made to the  Person
or Persons specified therein.

                           ARTICLE III

                           REDEMPTION


          SECTION  3.01   Applicability of Article.

          Securities  of  any  series that are redeemable  before
their  Stated  Maturity shall be redeemable  in  accordance  with
their terms and (except as otherwise specified as contemplated by
Section  2.01  for Securities of any series) in  accordance  with
this Article III.

          SECTION  3.02   Notice to the Trustee.

          If  the  Company  elects to redeem  Securities  of  any
series pursuant to this Indenture, it shall notify the Trustee of
the  Redemption Date and principal amount of Securities  of  such
series  to be redeemed.  The Company shall so notify the  Trustee
at  least  45 days before the Redemption Date (unless  a  shorter
notice shall be satisfactory to the Trustee) by delivering to the
Trustee   an  Officers' Certificate stating that such  redemption
will  comply  with the provisions of this Indenture  and  of  the
Securities  of such series.  Any such notice may be  canceled  at
any  time  prior to the mailing of such notice of such redemption
to  any  Holder  of  the  Securities of  such  series  and  shall
thereupon be void and of no effect.

          SECTION    3.03    Selection  of  Securities   To   Be
Redeemed.

          If less than all of the Securities of any series are to
be  redeemed, the particular Securities to be redeemed  shall  be
selected  not more than 60 days prior to the Redemption  Date  by
the  Trustee, from the outstanding Securities of such series  not
previously called for redemption, either pro rata, by lot  or  by
such other method as the Trustee shall deem fair and appropriate.
Such  redemption may provide for the selection for redemption  of
portions  (equal  to  the  minimum  authorized  denomination  for
Securities  of that series or any integral multiple  thereof)  of
the   principal  amount  of  Securities  of  such  series  of   a
denomination larger than the minimum authorized denomination  for
Securities  of that series or of the principal amount  of  Global
Securities of such series.

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

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

          SECTION  3.04   Notice of Redemption.

          Notice  of  redemption  shall be given  by  first-class
mail,  postage prepaid, mailed not less than 30 nor more than  60
days  prior  to the Redemption Date, to each Holder of Securities
of  a  series  to  be  redeemed, at the address  of  such  Holder
appearing   in  the  register  of  Securities  for  such   series
maintained by the Registrar.

          All notices of redemption shall identify the Securities
to be redeemed and shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  that, unless the  Company defaults  in making  the
    redemption   payment,  interest  on   Securities  called  for
    redemption ceases to accrue on and after the Redemption Date,
    and  the  only  remaining  right  of  the  Holders  of   such
    Securities is to receive payment of the Redemption Price plus
    accrued  interest  on and any Additional Amounts with respect
    to such Securities  upon surrender to the Paying Agent of the
    Securities redeemed;

          (4)  if  any  Security  is  to be redeemed in part, the
    portion of  the  principal  amount thereof to be redeemed and
    that  on  and  after  the Redemption Date, upon surrender for
    cancellation  of  such  Security  to  the Paying Agent, a new
    Security  or  Securities  in  the  aggregate principal amount
    equal  to  the  unredeemed  portion  thereof  will  be issued
    without charge to the Holder;

          (5)  that  Securities  called  for  redemption  must be
    surrendered  to  the  Paying  Agent to collect the Redemption
    Price  plus  accrued  interest  on and any Additional Amounts
    with  respect  to such Securities and the name and address of
    the Paying Agent;

          (6)  that  the redemption is for a sinking or analogous
     fund, if such is the case; and

          (7)  the  CUSIP  number,  if  any,   relating  to  such
     Securities.

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

          If  at the time notice of redemption shall be given the
Company  shall  not  have deposited with a  Paying  Agent  and/or
irrevocably directed the Trustee or a Paying Agent to apply, from
money  held  by  it  available to be used for the  redemption  of
Securities  that are to be redeemed, an amount in cash sufficient
to  redeem all of the Securities called for redemption, including
accrued interest to the Redemption Date, such notice shall  state
that it is subject to the receipt of the redemption monies by the
Trustee  or a Paying Agent on or before the Redemption  Date  and
such  notice  shall  be of no effect unless such  monies  are  so
received before such date.

          SECTION  3.05   Effect of Notice of Redemption.

          Once  notice  of redemption is mailed, subject  to  the
last  paragraph of Section 3.04, Securities called for redemption
become  due  and  payable  on  the Redemption  Date  and  at  the
Redemption  Price.   Upon  surrender to the  Paying  Agent,  such
Securities  called for redemption shall be paid at the Redemption
Price  plus  accrued interest on and any Additional Amounts  with
respect  to  such  Securities,  but interest  installments  whose
maturity  is on or prior to such Redemption Date will be  payable
on  the  relevant Interest Payment Dates to the Holders of record
at  the  close of business on the relevant record dates specified
pursuant to Section 2.01.

          SECTION  3.06   Deposit of Redemption Price.

          On  or  prior to any Redemption Date, the Company shall
deposit  with the Trustee or the Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as
provided  in Section 2.06) an amount of money in same  day  funds
sufficient  to  pay the Redemption Price of, and (except  if  the
Redemption  Date  shall  be  an Interest  Payment  Date)  accrued
interest  on  and  any Additional Amounts with  respect  to,  the
Securities or portions thereof which are to be redeemed  on  that
date,  other  than  Securities  or portions  thereof  called  for
redemption on that date which have been delivered by the  Company
to the Trustee for cancellation.

          If  the  Company complies with the preceding paragraph,
then,  unless  the  Company  defaults  in  the  payment  of  such
Redemption  Price,  plus accrued interest on and  any  Additional
Amounts  with  respect  to  such  Securities,  interest  on   the
Securities to be redeemed will cease to accrue on and  after  the
applicable  Redemption Date, whether or not such  Securities  are
presented  for payment, and the Holders of such Securities  shall
have no further rights with respect to such Securities except for
the  right to receive the Redemption Price, plus accrued interest
on  and  any  Additional Amounts with respect to such Securities,
upon  surrender of such Securities.  If any Security  called  for
redemption  shall  not  be  so paid upon  surrender  thereof  for
redemption, the principal of and premium, if any, any  Additional
Amounts,  and  accrued interest thereon, to  the  extent  lawful,
shall, until paid, bear interest from the Redemption Date at  the
rate  specified  pursuant  to Section 2.01  or  provided  in  the
Securities or, in the case of Original Issue Discount Securities,
such Securities' initial yield to Maturity.

          SECTION   3.07   Securities Redeemed or  Purchased  in
Part.

          Upon surrender to the Paying Agent of a Security of any
series to be redeemed in part, the Company shall execute and  the
Trustee  shall  authenticate and deliver to the  Holder  of  such
Security  without service charge a new Security or Securities  of
the  same  series and of any authorized denomination as requested
by  such  Holder in aggregate principal amount equal to,  and  in
exchange  for,  the unredeemed portion of the  principal  of  the
Security so surrendered that is not redeemed.

          SECTION  3.08   Purchase of Securities.

          Unless   otherwise   specified   as   contemplated   by
Section 2.01, the Company and any Affiliate of the Company may at
any  time purchase or otherwise acquire Securities of any  series
in  the  open  market or by private agreement.  Such  acquisition
shall  not  operate  as or be deemed for  any  purpose  to  be  a
redemption  of  the indebtedness represented by such  Securities.
Any  Securities  purchased or acquired  by  the  Company  may  be
delivered  to  the  Trustee  for  cancellation  and,  upon   such
cancellation,  the  indebtedness  represented  thereby  shall  be
deemed  to  be  satisfied.   Section  2.13  shall  apply  to  all
Securities so delivered.

          SECTION  3.09   Mandatory and Optional Sinking Funds.

          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."  Unless otherwise provided 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  3.10.
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 and by this Article III.

          SECTION  3.10   Satisfaction of Sinking Fund Payments
with Securities.

          The  Company  may deliver outstanding Securities  of  a
series (other than any previously called for redemption) and  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  series  of
Securities;   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 3.11 Redemption of Securities for Sinking Fund.

          Not  less  than 45 days prior (unless a shorter  period
shall  be  satisfactory  to the Trustee)  to  each  sinking  fund
payment  date  for  any series of Securities,  the  Company  will
deliver  to the Trustee a Company Order specifying the amount  of
the next ensuing sinking fund payment for that series pursuant to
the terms of that series, the portion thereof, if any, that is to
be  satisfied by payment of cash and the portion thereof, if any,
that is to be satisfied by delivery of or by crediting Securities
of  that series pursuant to Section 3.10 and will also deliver to
the  Trustee any Securities to be so delivered.  Failure  of  the
Company  to  deliver  timely such Company  Order  and  Securities
specified  in this paragraph shall not constitute a  default  but
shall  constitute  the  election of  the  Company  (i)  that  the
mandatory  sinking fund payment for such series due on  the  next
succeeding  sinking fund payment date shall be paid  entirely  in
cash  without the option to deliver or credit Securities of  such
series in respect thereof and (ii) that the Company will make  no
optional  sinking  fund payment with respect to  such  series  as
provided in this Section.

          If  the sinking fund payment or payments (mandatory  or
optional  or  both)  to be made in cash on  the  next  succeeding
sinking  fund  payment  date  plus  any  unused  balance  of  any
preceding  sinking  fund  payments  made  in  cash  shall  exceed
$100,000  or  a lesser sum if the Company shall so  request  with
respect  to  the Securities of any particular series,  such  cash
shall be applied on the next succeeding sinking fund payment date
to  the  redemption of Securities of such series at  the  sinking
fund  redemption price together with accrued interest to the date
fixed  for redemption.  If such amount shall be $100,000 or  less
and  the  Company makes no such request, then it shall be carried
over  until a sum in excess of $100,000 is available.   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 3.03
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  3.04.   Such  notice having  been  duly  given,  the
redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 3.05, 3.06 and 3.07.

                           ARTICLE IV

                            COVENANTS

          SECTION  4.01   Payment of Securities.

          The  Company  shall pay the principal of,  premium  (if
any)  and interest on and any Additional Amounts with respect  to
the  Securities  of each series on the dates and  in  the  manner
provided  in the Securities of such series and in this Indenture.
Principal, premium, interest and any Additional Amounts shall  be
considered  paid on the date due if the Paying Agent, other  than
the  Company or a Subsidiary of the Company, holds on  that  date
money  deposited by the Company designated for and sufficient  to
pay  all  principal, premium, interest and any Additional Amounts
then due.

          The Company shall pay interest (including post-petition
interest  in any proceeding under any Bankruptcy Law) on  overdue
principal of and premium (if any) on Securities of any series, at
a  rate  equal  to  the  then applicable  interest  rate  on  the
Securities of that series to the extent lawful; and it shall  pay
interest  (including  post-petition interest  in  any  proceeding
under any Bankruptcy Law) on overdue installments of interest and
any  Additional  Amount (without regard to any  applicable  grace
period)  on  Securities of any series at the  same  rate  to  the
extent lawful.

          SECTION  4.02   Maintenance of Office or Agency.

          The  Company will maintain in each Place of Payment for
any  series of Securities an office or agency (which  may  be  an
office  of the Trustee, the Registrar or the Paying Agent)  where
Securities  of  that series may be presented for registration  of
transfer  or  exchange, where Securities of that  series  may  be
presented  for payment and where notices and demands to  or  upon
the  Company in respect of the Securities of that series and this
Indenture  may  be  served.  Unless otherwise designated  by  the
Company  by written notice to the Trustee, such office or  agency
shall  be  the  office of the Trustee in The City  of  New  York,
which,  on  the  date hereof, is located at 14 Wall  Street,  8th
Floor,  New  York, New York 10005.  The Company will give  prompt
written notice to the Trustee of the location, and any change  in
the  location,  of such office or agency.  If  at  any  time  the
Company shall fail to maintain any such required office or agency
or  shall  fail to furnish the Trustee with the address  thereof,
such  presentations, surrenders, notices and demands may be  made
or served at the Corporate Trust Office of the Trustee.

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

          SECTION  4.03   SEC Reports; Financial Statements.

          The Company shall file with the Trustee, within 15 days
after  it  files  the  same with the SEC, copies  of  the  annual
reports  and  the  information, documents and other  reports  (or
copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Company is required  to
file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act.   If the Company is not subject to the requirements of  such
Section  13  or 15(d), the Company shall file with  the  Trustee,
within 15 days after it would have been required to file the same
with  the SEC, financial statements, including any notes  thereto
(and  with  respect to annual reports, an auditors' report  by  a
firm  of  established national reputation), and  a  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations," both comparable to that which the Company would have
been  required  to  include in such annual reports,  information,
documents or other reports if the Company had been subject to the
requirements of such Section 13 or 15(d).  The Company shall file
with  the  Trustee  and  the SEC, in accordance  with  rules  and
regulations  prescribed  from time  to  time  by  the  SEC,  such
additional  information, documents and reports  with  respect  to
compliance  by the Company with the conditions and  covenants  of
this Indenture as may be required from time to time by such rules
and  regulations.   The Company shall transmit  by  mail  to  all
Holders,  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 this Section 4.03
as  may be required by rules and regulations prescribed from time
to  time  by  the  SEC.  The Company shall also comply  with  the
provisions of TIA S 314(a).

          SECTION  4.04   Compliance Certificate.

          (4)  The  Company  shall deliver to the Trustee, within
120 days  after  the  end of  each fiscal year of the Company,  a
statement  signed  by two Officers of the Company, which need not
constitute an Officers' Certificate, complying with TIA  S 314(a)
(4)  and stating that in the course of performance by the signing
Officers of  the  Company of their duties as such Officers of the
Company  they  would  normally  obtain  knowledge of the keeping,
observing,  performing  and  fulfilling  by  the  Company  of its
obligations under this Indenture, and further stating, as to each
such Officer signing  such  statement, that  to his knowledge the
Company  has  kept,  observed,  performed  and fulfilled each and
every covenant contained in this Indenture and is not in  default
in the performance or observance of any of the terms,  provisions
and conditions hereof (or, if a Default or Event of Default shall
have  occurred, describing all such Defaults or Events of Default
of  which  such  Officer may have knowledge and what  action  the
Company is taking or proposes to take with respect thereto).

          (5)  The  Company  shall,  so long as Securities of any
series are outstanding, deliver to the Trustee, promptly upon any
Officer of the Company  becoming aware of any Default or Event of
Default under this Indenture, an Officers' Certificate specifying
such  Default  or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

          SECTION  4.05   Corporate Existence.

          Subject  to Article V hereof, the Company shall  do  or
cause  to  be done all things necessary to preserve and  keep  in
full  force and effect its corporate existence and the corporate,
partnership  and  other  existence of  each  of  its  Significant
Subsidiaries   and  all  rights  (charter  and   statutory)   and
franchises  of  the  Company  and its  Significant  Subsidiaries;
provided  that the Company shall not be required to preserve  the
corporate existence of any Significant Subsidiary of the  Company
or  any  such right or franchise if it shall determine  that  the
preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and
that the loss thereof would not have a material adverse effect on
the  business, assets or financial condition of the  Company  and
its Subsidiaries taken as a whole and would not have any material
adverse  effect on the payment and performance of the obligations
of the Company under the Securities and this Indenture.

          SECTION  4.06   Maintenance of Properties.

          The  Company shall cause all material properties  owned
by  or leased to the Company or any Significant Subsidiary of the
Company or used or held for use in the conduct of its business or
the  business of any such Significant Subsidiary to be maintained
and  kept in good condition, repair and working order (reasonable
wear  and  tear excepted) and will cause to be made all necessary
repairs,  renewals,  replacements, betterments  and  improvements
thereof,  all  as  in  the sole judgment of the  Company  may  be
necessary so that the business carried on in connection therewith
may be properly conducted at all times; provided that nothing  in
this  Section  4.06 shall prevent the Company from  discontinuing
the  operation or maintenance of any of such properties  if  such
discontinuance is, in the sole judgment of the Company, desirable
and not disadvantageous in any material respect to the Holders.

          SECTION  4.07   Payment of Taxes and Other Claims.

          The  Company will pay or discharge or cause to be  paid
or  discharged, before the same shall become delinquent, (i)  all
material  taxes, assessments and governmental charges  levied  or
imposed  upon  the Company or any of its Significant Subsidiaries
or  upon the income, profits or property of the Company or any of
its Significant Subsidiaries, and (ii) all material lawful claims
for  labor, materials and supplies which, if unpaid, might by law
become  a  lien upon the property of the Company or  any  of  its
Significant Subsidiaries; provided that the Company shall not  be
required  to  pay or discharge or cause to be paid or  discharged
any   such  tax,  assessment,  charge  or  claim  whose   amount,
applicability  or validity is being contested in  good  faith  or
would  not  be  disadvantageous in any material  respect  to  the
Holders.

          SECTION   4.08    Waiver of Stay,  Extension  or  Usury
Laws.

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

          SECTION  4.09   Additional Amounts.

          If the Securities of a series expressly provide for the
payment of Additional Amounts, the Company will pay to the Holder
of  any  Security of such series Additional Amounts as  expressly
provided therein.  Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of or any premium or
interest  on, or in respect of, any Security of any series,  such
mention  shall  be deemed to include mention of  the  payment  of
Additional  Amounts  provided for in this  Section  4.09  to  the
extent  that,  in such context, Additional Amounts are,  were  or
would be payable in respect thereof pursuant to the provisions of
this  Section  4.09  and  express  mention  of  the  payment   of
Additional Amounts (if applicable) in any provisions hereof shall
not  be  construed  as  excluding  Additional  Amounts  in  those
provisions hereof where such express mention is not made.

          Unless otherwise provided pursuant to Section 2.01 with
respect  to  Securities of any series, if  the  Securities  of  a
series  provide for the payment of Additional Amounts,  at  least
ten days prior to the first Interest Payment Date with respect to
that  series  of Securities (or if the Securities of that  series
will  not bear interest prior to Maturity, the first day on which
a payment of principal and any premium is made), and at least ten
days  prior to each date of payment of principal and any  premium
or  interest  if  there has been any change with respect  to  the
matters  set  forth in the below-mentioned Officers' Certificate,
the Company shall furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an
Officers'  Certificate instructing the Trustee  and  such  Paying
Agent  or Paying Agents whether such payment of principal of  and
any premium or interest on the Securities of that series shall be
made  to  Holders  of Securities of that series  who  are  United
States  Aliens without withholding for or on account of any  tax,
assessment  or  other  governmental  charge  described   in   the
Securities  of  that  series.  If any such withholding  shall  be
required,  then  such  Officers'  Certificate  shall  specify  by
country  the  amount,  if any, required to be  withheld  on  such
payments  to such Holders of Securities and the Company will  pay
to  such  Paying  Agent the Additional Amounts required  by  this
Section.  The Company covenants to indemnify the Trustee and  any
Paying  Agent  for  and to hold them harmless against  any  loss,
liability  or  expense reasonably incurred without negligence  or
bad  faith  on  their part arising out of or in  connection  with
actions  taken  or  omitted by any of them  in  reliance  on  any
Officers' Certificate furnished pursuant to this Section 4.09.

                            ARTICLE V

                           SUCCESSORS

          SECTION 5.01 Limitations on Mergers and Consolidations.

          The  Company shall not consolidate with or  merge  with
any Person, or sell, lease, convey, transfer or otherwise dispose
of all or substantially all of its assets to any Person, unless:

          (1)  either  (a)  the  Company  shall be the continuing
     corporation  or  (b)  the Person formed by or surviving such
     consolidation  or  merger (if other than the Company), or to
     which  such  sale,  lease,  conveyance,  transfer  or  other
     disposition  shall be  made (collectively, the "Successor"),
     is  organized  and  existing  under  the  laws of the United
     States, or any State thereof or  the  District  of Columbia,
     and expressly assumes by supplemental  indenture  all of the
     obligations  of the Company under  this  Indenture  and  the
     Securities;

          (2) immediately after giving effect to such transaction,
     no  Default  or  Event of Default shall have occurred and be
     continuing; and

          (3) the  Company  delivers  to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that the
     transaction and such supplemental indenture comply with this
     Indenture.

          (1)  SECTION  5.02   Successor Person Substituted.

          Upon any consolidation or merger of the Company or  any
sale, lease, conveyance, transfer or other disposition of all  or
substantially all of the assets of the Company in accordance with
Section 5.01, any Successor formed by such consolidation or  into
or with which the Company is merged or to which such sale, lease,
conveyance,  transfer or other disposition is made shall  succeed
to,  and  be  substituted for, and may exercise every  right  and
power  of  the  Company under this Indenture and each  series  of
Securities  with  the same effect as if such Successor  had  been
named  as the Company herein and the predecessor Company, in  the
case  of a sale, conveyance, transfer or other disposition, shall
be  released from all obligations under this Indenture  and  each
series of Securities.

                           ARTICLE VI

                      DEFAULTS AND REMEDIES

          SECTION  6.01   Events of Default.

          Unless  either inapplicable to a particular  series  or
specifically   deleted  or  modified  in  or  pursuant   to   the
supplemental  indenture  or  Board Resolution  establishing  such
series  of Securities or in the form of Security for such series,
an  "Event  of  Default," wherever used herein  with  respect  to
Securities of any series, occurs if:

          (1)  the Company defaults in the payment of interest on
    or  any  Additional  Amounts  with respect to any Security of
    that series when  the  same  becomes due and payable and such
    default continues for a period of 30 days;

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

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

          (4)  the  Company fails to comply with any of its other
    agreements or  covenants in, or provisions of, the Securities
    of such  series  or  this Indenture (other than an agreement,
    covenant or  provision  that  has  expressly been included in
    this  Indenture solely for the  benefit of one or more series
    of  Securities  other  than  that  series)  and  such failure
    continues for the  period  and  after the notice specified in
    the last paragraph of this Section 6.01;

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

               (A)  commences a voluntary case,

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

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

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

          (6)  a  court of competent jurisdiction enters an order
    or decree under  any Bankruptcy Law that remains unstayed and
    in effect for 90 days and that:

               (A)   is  for  relief against the Company  or  any
          Significant Subsidiary of the Company as debtor  in  an
          involuntary case,

               (B)    appoints  a  Bankruptcy  Custodian  of  the
          Company or any Significant Subsidiary of the Company or
          a  Bankruptcy  Custodian for all or for  a  substantial
          part  of the property of the Company or any Significant
          Subsidiary of the Company, or

               (C)   orders the liquidation of the Company or any
          Significant Subsidiary of the Company; or

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

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

          The  Trustee shall not be deemed to know or have notice
of a Default unless a Trust Officer at the Corporate Trust Office
of  the  Trustee  receives written notice at the Corporate  Trust
Office of the Trustee of such Default with specific reference  to
such Default.

          When a Default is cured, it ceases.

          A  Default under clause (4) or (7) of this Section 6.01
is  not  an  Event  of  Default until the  Trustee  notifies  the
Company,  or the Holders of at least 25% in principal  amount  of
the  then outstanding Securities of the series affected  by  such
Default  notify the Company and the Trustee, of the Default,  and
the  Company  fails  to  cure the Default within  90  days  after
receipt  of  the  notice.  The notice must specify  the  Default,
demand that it be remedied and state that the notice is a "Notice
of Default."

          SECTION  6.02   Acceleration.

          If  an  Event of Default with respect to Securities  of
any  series  at  the time outstanding (other  than  an  Event  of
Default  specified in clause (5) or (6) of Section  6.01  hereof)
occurs  and is continuing, the Trustee by notice to the  Company,
or  the  Holders of at least 25% in principal amount of the  then
outstanding  Securities of that series by notice to  the  Company
and  the  Trustee, may declare the principal of (or, if any  such
Securities  are Original Issue Discount Securities, such  portion
of  the principal amount as may be specified in the terms of that
series)  and  accrued and unpaid interest on all then outstanding
Securities of such series to be due and payable.  Upon  any  such
declaration, the amounts due and payable on such Securities shall
be due and payable immediately.  If an Event of Default specified
in  clause (5) or (6) of Section 6.01 hereof occurs, such amounts
shall  ipso  facto  become  and be immediately  due  and  payable
without any declaration, notice or other act on the part  of  the
Trustee  or any Holder.  At any time after such a declaration  of
acceleration  with respect to Securities of any series  has  been
made and before a judgment or decree for payment of the money due
has  been obtained by the Trustee as hereinafter in this  Article
provided,  the Holders of a majority in principal amount  of  the
then  outstanding Securities of that series by written notice  to
the  Trustee  may  rescind an acceleration and  its  consequences
(other than nonpayment of principal of or premium or interest  on
or  Additional  Amounts with respect to the  Securities)  if  the
rescission would not conflict with any judgment or decree and  if
all existing Events of Default with respect to Securities of that
series have been cured or waived, except nonpayment of principal,
premium,  interest  or Additional Amounts  that  has  become  due
solely because of the acceleration.

          SECTION  6.03   Other Remedies.

          If  an  Event of Default with respect to Securities  of
any  series occurs and is continuing, the Trustee may pursue  any
available  remedy  to  collect the payment of  principal  of,  or
premium, if any, or interest on the Securities of that series  or
to  enforce the performance of any provision of the Securities of
that series or this Indenture.

          The  Trustee may maintain a proceeding with respect  to
Securities of any series even if it does not possess any  of  the
Securities of that series or does not produce any of them in  the
proceeding.  A delay or omission by the Trustee or any Holder  in
exercising any right or remedy accruing upon an Event of  Default
shall not impair the right or remedy or constitute a waiver of or
acquiescence   in  the  Event  of  Default.   All  remedies   are
cumulative to the extent permitted by law.

          SECTION  6.04   Waiver of Existing or Past Defaults.

          Subject  to  Sections 6.07 and 9.02, the Holders  of  a
majority  in principal amount of the then outstanding  Securities
of  any series by notice to the Trustee may waive an existing  or
past Default or Event of Default with respect to such series  and
its consequences (including waivers obtained in connection with a
tender offer or exchange offer for Securities of such series or a
solicitation of consents in respect of Securities of such series,
provided that in each case such offer or solicitation is made  to
all  Holders  of  then outstanding Securities  of  such  series),
except  (1)  a  continuing Default or Event  of  Default  in  the
payment  of the principal of, or premium, if any, or interest  on
or  any  Additional Amounts with respect to any Security of  such
series or (2) a continued Default in respect of a provision  that
under Section 9.02 cannot be amended or supplemented without  the
consent of the Holder of each outstanding Security of such series
affected.   Upon  any such waiver, such Default  shall  cease  to
exist,  and  any  Event of Default with respect  to  such  series
arising  therefrom shall be deemed to have been cured  for  every
purpose of this Indenture; but no such waiver shall extend to any
subsequent  or  other  Default  or impair  any  right  consequent
thereon.

          SECTION  6.05   Control by Majority.

          With  respect to Securities of any series, the  Holders
of  a  majority  in  principal amount  of  the  then  outstanding
Securities of such series may direct in writing the time,  method
and  place  of conducting any proceeding for any remedy available
to  the Trustee or exercising any trust or power conferred on  it
relating to or arising under an Event of Default with respect  to
Securities  of such series.  However, the Trustee may  refuse  to
follow  any direction that conflicts with applicable law or  this
Indenture,  that the Trustee determines may be unduly prejudicial
to  the  rights  of  other Holders of such series,  or  that  may
involve  the  Trustee in personal liability;  provided,  however,
that  the Trustee may take any other action deemed proper by  the
Trustee  that is not inconsistent with such direction.  Prior  to
taking  any  action hereunder, the Trustee shall be  entitled  to
indemnification  satisfactory to it in its sole  discretion  from
Holders  directing  the Trustee against all losses  and  expenses
caused by taking or not taking such action.

          SECTION  6.06   Limitations on Suits.

          Subject  to Section 6.07 hereof, a Holder of a Security
of  any series may pursue a remedy with respect to this Indenture
or the Securities of such series only if:

          (1) the Holder gives to the Trustee written notice of a
   continuing Event of Default with respect to such series;

          (2) the Holders of at least 25% in principal amount  of
   the then outstanding Securities of such series make a  written
   request to the Trustee to pursue the remedy;

          (3) such  Holder  or  Holders  offer  to  the   Trustee
   indemnity  reasonably  satisfactory to the Trustee against any
   loss, liability or expense;

          (4) the Trustee does not comply with the request within
   60  days  after  receipt  of  the  request  and  the  offer of
   indemnity; and

          (5) 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.

          A Holder  may  not  use this Indenture to prejudice the
rights  of  another  Holder or to obtain a preference or priority
over another Holder.

          SECTION  6.07   Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this  Indenture,
the  right  of  any  Holder of a Security to receive  payment  of
principal  of  and  premium, if any,  and  interest  on  and  any
Additional Amounts with respect to that Security, on or after the
respective due dates expressed in that Security, or to bring suit
for  the  enforcement  of  any such  payment  on  or  after  such
respective dates, is absolute and unconditional and shall not  be
impaired or affected without the consent of the Holder.

          SECTION  6.08   Collection Suit by Trustee.

          If  an Event of Default specified in clause (1), (2) or
(3)  of Section 6.01 hereof occurs and is continuing with respect
to Securities of any series, the Trustee is authorized to recover
judgment  in  its  own name and as trustee of  an  express  trust
against  the  Company  for the amount of principal,  premium  (if
any), interest and any Additional Amounts remaining unpaid on the
Securities of that series, and interest on overdue principal  and
premium,  if any, and, to the extent lawful, interest on  overdue
interest, and such further amount as shall be sufficient to cover
the  costs  and expenses of collection, including the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee, its agents and counsel.

          SECTION  6.09   Trustee May File Proofs of Claim.

          The  Trustee is authorized to file such proofs of claim
and other papers or documents and to take such actions, including
participating as a member, voting or otherwise, of any  committee
of creditors, as may be necessary or advisable to have the claims
of   the   Trustee  (including  any  claim  for  the   reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee, its agents and counsel) and the Holders allowed  in  any
judicial  proceeding relative to the Company or its creditors  or
properties  and  shall  be  entitled and  empowered  to  collect,
receive  and  distribute any money or other property  payable  or
deliverable  on any such claims and any Bankruptcy  Custodian  in
any  such judicial proceeding is hereby authorized by each Holder
to  make such payments to the  Trustee, and in the event that the
Trustee shall consent to the making of such payments directly  to
the  Holders, to pay to the Trustee any amount due to it for  the
reasonable compensation, expenses, disbursements and advances  of
the  Trustee, its agents and counsel, and any other  amounts  due
the Trustee under Section 7.07. To the extent that the payment of
any  such  compensation, expenses, disbursements and advances  of
the  Trustee, its agents and counsel, and any other  amounts  due
the  Trustee  under Section 7.07 out of the estate  in  any  such
proceeding, shall be denied for any reason, payment of  the  same
shall be secured by a lien on, and shall be paid out of, any  and
all   distributions,  dividends,  money,  securities  and   other
properties which the Holders of the Securities may be entitled to
receive  in such proceeding whether in liquidation or  under  any
plan  of  reorganization or arrangement  or  otherwise.   Nothing
herein  contained  shall be deemed to authorize  the  Trustee  to
authorize  or  consent to or accept or adopt  on  behalf  of  any
Holder  any  plan of reorganization, arrangement,  adjustment  or
composition affecting the Securities or the rights of any  Holder
thereof,  or to authorize the Trustee to vote in respect  of  the
claim of any Holder in any such proceeding.

          SECTION  6.10   Priorities.

          If  the  Trustee  collects any money pursuant  to  this
Article, subject to Article X, it shall pay out the money in  the
following order:

          First:  to  the  Trustee for amounts due under  Section
7.07;

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

          Third:    to the Company.

          The  Trustee, upon prior written notice to the Company,
may fix record dates and payment dates for any payment to Holders
pursuant to this Article.

          SECTION  6.11   Undertaking for Costs.

          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 a trustee,  a  court  in  its
discretion  may require the filing by any party litigant  in  the
suit  of  an  undertaking to pay the costs of the suit,  and  the
court  in  its discretion may assess reasonable costs,  including
reasonable  attorney's fees, against any party  litigant  in  the
suit,  having  due  regard to the merits and good  faith  of  the
claims or defenses made by the party litigant.  This Section 6.11
does  not  apply  to a suit by the Trustee, a suit  by  a  Holder
pursuant  to  Section 6.07, or a suit by a Holder or  Holders  of
more  than  10%  in  principal amount  of  the  then  outstanding
Securities of any series.

                           ARTICLE VII

                             TRUSTEE

          SECTION  7.01   Duties of Trustee.

          (a)  If  an  Event  of  Default  with  respect  to  the
Securities of any  series  has  occurred  and  is continuing, the
Trustee shall exercise such of the rights and powers vested in it
by this Indenture with  respect  to such series, and use the same
degree of care and skill in such exercise, as a prudent man would
exercise  or  use  under  the circumstances in the conduct of his
own affairs.

          (b)  Except  during  the  continuance  of  an Event  of
Default with respect to the Securities of any series:

          (1)  the  Trustee  need  perform only those duties that
    are  specifically  set forth in this Indenture and no others,
    and no implied  covenants  or  obligations shall be read into
    this Indenture against the Trustee; and

          (2)  in  the  absence  of  bad  faith  on its part, the
    Trustee  may  conclusively  rely,  as  to  the  truth  of the
    statements  and  the  correctness  of  the opinions expressed
    therein,  upon  certificates  or  opinions  furnished  to the
    Trustee and conforming to the requirements of this Indenture.
    However,  the  Trustee  shall  examine  such certificates and
    opinions  to determine whether, on their face, they appear to
    conform to the requirements of this Indenture.

          (c)  The  Trustee  may not be relieved from liabilities
for its  own  negligent  action, its own negligent failure to act
or  its  own willful misconduct, except that:

          (1)  this   paragraph  does  not  limit  the  effect of
    Section 7.01(b);

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

          (3) the Trustee shall not be liable with respect to any
   action  it  takes or omits to take in good faith in accordance
   with  a  direction  received  by  it  pursuant to Section 6.05
   hereof.

          (d) Whether or not therein expressly so provided, every
provision  of  this  Indenture that in any  way  relates  to  the
Trustee is subject to the provisions of this Section 7.01.

          (e) No  provision  of  this Indenture shall require the
Trustee  to  expend or risk its own funds or incur any liability.
The Trustee  may refuse to perform any duty or exercise any right
or power unless  it receives indemnity reasonably satisfactory to
it against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any
money  received  by it except as the Trustee may agree in writing
with the Company.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.
All  money  received by the Trustee with respect to Securities of
any series shall,  until  applied  as herein provided, be held in
trust  for the payment of the  principal of, premium (if any) and
interest on and Additional Amounts with respect to the Securities
of that series.

          SECTION  7.02   Rights of Trustee.

          (a) The Trustee may rely on any document believed by it
to  be  genuine  and  to  have  been signed or presented  by  the
proper  Person.   The  Trustee need not investigate any  fact  or
matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it
may  require an Officers' Certificate or an Opinion of Counsel or
both  to  be  provided.   The Trustee shall not be liable for any
action it takes  or  omits to take in good faith in  reliance  on
such Officers' Certificate or Opinion of Counsel. The Trustee may
consult  with counsel and the written advice of such  counsel  or
any  Opinion  of Counsel shall be full and complete authorization
and  protection  in  respect  of any action  taken,  suffered  or
omitted by it hereunder in good faith and in reliance thereon.

          (c)  The  Trustee may act through agents and shall not
be  responsible  for  the  misconduct or negligence of any agent
appointed with due care.

          (d)  The Trustee shall not be liable for any action it
takes  or  omits  to  take in good faith which it believes to be
authorized  or  within its rights or powers conferred upon it by
this Indenture.

          (e)  Unless  otherwise  specifically provided in this
Indenture,  any  demand,  request, direction or notice from the
Company  shall  be  sufficient  if  signed by an Officer of the
Company.

          SECTION  7.03   May Hold Securities.

          The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise  deal
with the Company or any of its Affiliates with the same rights it
would  have  if it were not Trustee.  Any Agent may do  the  same
with like rights and duties.  However, the Trustee is subject  to
Sections 7.10 and 7.11.

          SECTION  7.04   Trustee's Disclaimer.

          The  Trustee makes no representation as to the validity
or  adequacy of this Indenture or the Securities; it shall not be
accountable  for  the  Company's use of  the  proceeds  from  the
Securities or any money paid to the Company or upon the Company's
direction under any provision hereof; it shall not be responsible
for  the  use or application of any money received by any  Paying
Agent  other  than the Trustee;  and it shall not be  responsible
for  any  statement  or recital herein or any  statement  in  the
Securities other than its certificate of authentication.

          SECTION  7.05   Notice of Defaults.

          If  a  Default or Event of Default with respect to  the
Securities of any series occurs and is continuing and it is known
to  the  Trustee, the Trustee shall mail to Holders of Securities
of such series a notice of the Default or Event of Default within
90  days  after it occurs.  Except in the case of  a  Default  or
Event of Default in payment of principal of, premium (if any) and
interest   on   and  Additional  Amounts  or  any  sinking   fund
installment  with respect to the Securities of such  series,  the
Trustee may withhold the notice if and so long as a committee  of
its  Trust Officers in good faith determines that withholding the
notice  is  in  the  interests of Holders of Securities  of  such
series.

          SECTION  7.06   Reports by Trustee to Holders.

          Within  60  days after each January 31, beginning  with
January  31, 1999, and in any  event prior to March  31  in  each
year,  the  Trustee shall mail to Holders of  a  series  a  brief
report dated as of such reporting date that complies with  TIA  S
313(a);  provided, however, that if no event described in  TIA  S
313(a)  has  occurred  within  the twelve  months  preceding  the
reporting  date  with  respect to a series,  no  report  need  be
transmitted  to Holders of such series.  The Trustee  also  shall
comply  with  TIA S 313(b).  The Trustee shall also  transmit  by
mail all reports if and as required by TIA SS 313(c) and 313(d).

          A  copy  of  each report at the time of its mailing  to
Holders of a series of Securities shall be filed with the SEC and
each securities exchange, if any, on which the Securities of such
series  are listed.  The Company shall notify the Trustee if  and
when any series of Securities is listed on any stock exchange.

          SECTION  7.07   Compensation and Indemnity.

          The  Company agrees to pay to the Trustee from time  to
time reasonable compensation for its acceptance of this Indenture
and services hereunder.  The Trustee's compensation shall not  be
limited  by  any law on compensation of a trustee of  an  express
trust.  The  Company agrees to reimburse the Trustee upon request
for  all reasonable disbursements, advances and expenses incurred
by  it.  Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

          The  Company hereby indemnifies the Trustee against any
loss,  liability or expense incurred by it arising out of  or  in
connection  with the acceptance or administration of  its  duties
under  this Indenture, except as set forth in the next paragraph.
The  Trustee shall notify the Company promptly of any  claim  for
which  it may seek indemnity.  The Company shall defend the claim
and  the Trustee shall cooperate in the defense.  The Trustee may
have  separate  counsel and the Company shall pay the  reasonable
fees and expenses of such counsel.  The  Company need not pay for
any settlement made without its consent.

          The  Company  shall not be obligated to  reimburse  any
expense  or  indemnify against any loss or liability incurred  by
the Trustee through negligence or bad faith.

          To  secure  the payment obligations of the  Company  in
this Section 7.07, the Trustee shall have, and the Company hereby
grants,  a lien prior to the Securities on all money or  property
held  or  collected by the Trustee, except that held in trust  to
pay  principal  of,  premium (if any) and  interest  on  and  any
Additional Amounts with respect to the Securities of any  series.
Such  lien shall survive the satisfaction and discharge  of  this
Indenture.

          When  the  Trustee incurs expenses or renders  services
after  an  Event of Default specified in Section 6.01(5)  or  (6)
occurs,  the  expenses and the compensation for the services  are
intended  to  constitute  expenses of  administration  under  any
Bankruptcy Law.

          SECTION  7.08   Replacement of Trustee.

          A resignation or removal of the Trustee and appointment
of  a  successor  Trustee shall become effective  only  upon  the
successor Trustee's acceptance of appointment as provided in this
Section 7.08.

          The  Trustee may resign and be discharged at  any  time
with  respect  to  the Securities of one or  more  series  by  so
notifying  the Company.  The Holders of a majority  in  principal
amount  of  the  then outstanding Securities of  any  series  may
remove  the Trustee with respect to the Securities of such series
by  so  notifying the Trustee and the Company.  The  Company  may
remove the Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged a bankrupt or an insolvent
    or an order for relief is entered with respect to the Trustee
    under any Bankruptcy Law;

          (3)  a  Bankruptcy  Custodian  or  public officer takes
    charge of the Trustee or its property; or

          (4)  the Trustee otherwise becomes incapable of acting.

          If  the  Trustee resigns or is removed or if a  vacancy
exists  in the office of Trustee for any reason, with respect  to
the  Securities of one or more series, the Company shall promptly
appoint  a  successor  Trustee or Trustees with  respect  to  the
Securities of that or those series (it being understood that  any
such  successor  Trustee may be appointed  with  respect  to  the
Securities of one or more or all of such series and that  at  any
time  there  shall  be  only  one Trustee  with  respect  to  the
Securities of any particular series).  Within one year after  the
successor  Trustee with respect to the  Securities of any  series
takes  office, the Holders of a majority in principal  amount  of
the Securities of such series may appoint a successor Trustee  to
replace the successor Trustee appointed by the Company.

          If  a  successor Trustee with respect to the Securities
of  any  series  does not take office within 60  days  after  the
retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the
then outstanding Securities of such series may petition any court
of  competent  jurisdiction for the appointment  of  a  successor
Trustee with respect to the Securities of such series.

          If  the  Trustee  with respect to the Securities  of  a
series  fails  to  comply  with  Section  7.10,  any  Holder   of
Securities  of  such series may petition any court  of  competent
jurisdiction for the  removal of the Trustee and the  appointment
of  a  successor Trustee with respect to the Securities  of  such
series.

          In  case of the appointment of a successor Trustee with
respect  to  all  Securities, each such successor  Trustee  shall
deliver  a written acceptance of its appointment to the  retiring
Trustee and to the Company.  Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor
Trustee  shall  have all the rights, powers  and  duties  of  the
retiring  Trustee  under this Indenture.  The  successor  Trustee
shall  mail a notice of its succession to Holders.  The  retiring
Trustee  shall  promptly  transfer all property  held  by  it  as
Trustee  to the successor Trustee,  subject to the lien  provided
for in Section 7.07.

          In  case of the appointment 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 (but not  all)  series
shall  execute  and deliver an indenture supplemental  hereto  in
which  each  successor Trustee shall accept such appointment  and
that  (1) shall  confer to each successor Trustee all the rights,
powers  and  duties of the retiring Trustee with respect  to  the
Securities  of  that or those series to which the appointment  of
such  successor Trustee relates, (2) if the retiring  Trustee  is
not  retiring with respect to all Securities, shall confirm  that
all  the rights,  powers 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.   Nothing  herein  or  in  such  supplemental
indenture shall constitute such Trustees co-trustees of the  same
trust,  and  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.   Upon  the
execution  and  delivery  of  such  supplemental  indenture,  the
resignation  or  removal  of the retiring  Trustee  shall  become
effective  to the extent provided therein and each such successor
Trustee  shall  have all the rights, powers  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.  On the request of the Company or any successor Trustee,
such  retiring  Trustee shall transfer to such successor  Trustee
all  property  held  by  such retiring Trustee  as  Trustee  with
respect  to the Securities of that or those series to  which  the
appointment of such successor Trustee relates.

          Notwithstanding replacement of the Trustee or  Trustees
pursuant  to  this Section 7.08, the obligations of  the  Company
under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.

          SECTION  7.09   Successor Trustee by Merger, etc.

          Subject  to  Section 7.10, if the Trustee consolidates,
merges or converts into, or transfers all or substantially all of
its   corporate  trust  business  to,  another  corporation,  the
successor  corporation  without any  further  act  shall  be  the
successor  Trustee;  provided, however, that in  the  case  of  a
transfer  of  all  or  substantially all of its  corporate  trust
business  to  another  corporation,  the  transferee  corporation
expressly assumes all of the Trustee's liabilities hereunder.

          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; and in case at that time any of the Securities
shall  not have been authenticated, any successor to the  Trustee
may  authenticate  such Securities either  in  the  name  of  any
predecessor  hereunder or in the name of  the  successor  to  the
Trustee;  and in all such cases such certificates shall have  the
full  force  which it is anywhere in the Securities  or  in  this
Indenture  provided  that the certificate of  the  Trustee  shall
have.

          SECTION  7.10   Eligibility; Disqualification.

          There  shall at all times be a Trustee hereunder  which
shall  be  a corporation organized  and doing business under  the
laws  of the United States, any State thereof or the District  of
Columbia  and  authorized under such laws to  exercise  corporate
trust  power,  shall be subject to supervision or examination  by
Federal  or  State  (or the District of Columbia)  authority  and
shall  have, or be a Subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as
set  forth  in  its  most  recent  published  annual  report   of
condition.

          The Indenture shall always have a Trustee who satisfies
the  requirements of TIA SS 310(a)(1), 310(a)(2)  and  310(a)(5).
The Trustee is subject to and shall comply with the provisions of
TIA  S  310(b)  during  the  period  of  time  required  by  this
Indenture.   Nothing in this Indenture shall prevent the  Trustee
from  filing  with  the SEC the application referred  to  in  the
penultimate paragraph of TIA S 310(b).

          SECTION   7.11    Preferential Collection  of  Claims
Against Company.

          The  Trustee  is subject to and shall comply  with  the
provisions  of TIA S 311(a), excluding any creditor  relationship
listed  in  TIA  S  311(b).  A Trustee who has resigned  or  been
removed  shall be subject to TIA S 311(a) to the extent indicated
therein.

                   ARTICLE VIII

              DISCHARGE OF INDENTURE


  SECTION  8.01   Termination of Company's Obligations.

          (a) Except as otherwise specified, as contemplated   by
Section 2.01, for Securities of any  series, this Indenture shall
cease to be of further effect with respect to the Securities of a
series (except that the Company's obligations under Section 7.07,
the Trustee's and Paying Agent's obligations under Section   8.03
and the rights, powers, protections and privileges  accorded  the
Trustee under Article VII shall survive),  and  the  Trustee,  on
demand  of   the  Company,   shall  execute   proper  instruments
acknowledging  the satisfaction and discharge of this   Indenture
with respect to the Securities of such series, when:

          (1)  either

              (A)  all  outstanding  Securities  of  such  series
          theretofore  authenticated   and  issued  (other   than
          destroyed, lost or stolen  Securities  that  have  been
          replaced or  paid) have been  delivered to the  Trustee
          for cancellation; or

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

                   (i) have become due and payable, or

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

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

          and the  Company has irrevocably deposited or caused to
          be  deposited  with   the Trustee as funds (immediately
          available to the Holders  in the case of clause (i)) in
          trust for such  purpose   (x) cash in an amount, or (y)
          Government Obligations,  maturing  as  to principal and
          interest at such times  and  in  such  amounts  as will
          ensure the availability  of cash in an amount  or (z) a
          combination thereof, which  will be sufficient,  in the
          opinion  (in  the  case  of  clauses (y) and (z))  of a
          nationally  recognized  firm  of   independent   public
          accountants  expressed  in  a   written   certification
          thereof delivered to the Trustee,  to pay and discharge
          the  entire  indebtedness  on  the   Securities of such
          series   for   principal  and  any   interest  and  any
          Additional Amounts to the date of  such deposit (in the
          case of  Securities which have  become due and payable)
          or  for  principal,  premium, if  any, and interest and
          any  Additional  Amounts  to  the   Stated  Maturity or
          Redemption Date, as the case may be; or

               (C) the Company has properly fulfilled such  other
          means of  satisfaction  and discharge as is  specified,
          as  contemplated  by Section 2.01, to be  applicable to
          the Securities of such series;

          (2) the Company has paid or caused to be paid all other
     sums  payable by it hereunder with respect to the Securities
     of such series; and

          (3) the  Company  has  delivered  to  the  Trustee   an
     Officers'  Certificate stating that all conditions precedent
     to satisfaction and discharge of this Indenture with respect
     to the Securities of  such  series  have been complied with,
     together with an Opinion of Counsel to the same effect.

          (b) Unless  this  Section  8.01(b)  is specified as not
being  applicable  to  Securities  of  series  as contemplated by
Section  2.01,  the  Company  may  terminate   certain   of   its
obligations  under  this  Indenture  ("covenant defeasance") with
respect to the Securities of a series if:

          (1)  the Company has irrevocably deposited or caused to
     be  irrevocably deposited with the Trustee as trust funds in
     trust  for  the  purpose  of  making the following payments,
     specifically pledged as security for and dedicated solely to
     the benefit of the Holders of Securities of such series, (i)
     cash  in an amount,  or  (ii)  Government  Obligations  with
     respect  to  such  series,  maturing  as  to  principal  and
     interest  at  such  times  and  in  such  amounts   (without
     consideration  of the reinvestment of any such  amounts)  as
     will ensure the availability of cash in an amount or (iii) a
     combination thereof, that is sufficient, in the opinion  (in
     the  case  of  clauses  (ii)  and  (iii))  of  a  nationally
     recognized firm of independent public accountants  expressed
     in a written certification thereof delivered to the Trustee,
     to pay,  after  payment  of  all  taxes  or other charges or
     assessments  in  respect thereof payable by the Trustee, the
     principal  of  and  premium  (if any)  and any  interest and
     Additional Amounts on all  Securities of such series on each
     date that such principal,  premium  (if  any),  interest and
     Additional Amounts is due and  payable  and  (at  the Stated
     Maturity thereof or upon redemption as  provided  in Section
     8.01(e))  to  pay  all  other sums payable by it  hereunder;
     provided  that  the  Trustee  shall  have  been  irrevocably
     instructed to apply such money and/or the proceeds  of  such
     Government  Obligations  to  the  payment of said principal,
     premium  (if any),  interest  and  Additional  Amounts  with
     respect to the  Securities  of such series as the same shall
     become due;

          (2)  the  Company  has  delivered  to  the  Trustee  an
     Officers'  Certificate stating that all conditions precedent
     to satisfaction and discharge of this Indenture with respect
     to the Securities  of  such  series have been complied with,
     and an Opinion of Counsel to the same effect;

          (3)  no Default or Event of Default with respect to the
     Securities  of  such  series  shall  have  occurred  and  be
     continuing on the date of such deposit;

          (4)  the Company shall have delivered to the Trustee an
     Opinion of Counsel from counsel reasonably acceptable to the
     Trustee or a  tax  ruling  to the effect that the Holders of
     Securities of such series will not recognize income, gain or
     loss for Federal income  tax  purposes  as  a  result of the
     Company's exercise of its option  under this Section 8.01(b)
     and will be subject to Federal income tax on the same amount
     and  in  the same manner and at the same times as would have
     been the case if such option had not been exercised;

          (5)  the  Company  has  complied  with  any  additional
     conditions  specified   pursuant  to  Section  2.01  to   be
     applicable to  the  discharge  of  Securities of such series
     pursuant to this Section 8.01;

          (6)  such  deposit  and  discharge  shall not cause the
     Trustee to  have  a conflicting interest as defined in TIA S
     310(b); and

          (7)  the Company shall have delivered to the Trustee an
     Opinion  of  Counsel to the effect that after the passage of
     91 days  following  the deposit, the trust funds will not be
     subject  to   the  effect  of  any  applicable   bankruptcy,
     insolvency,   reorganization   or   similar   laws affecting
     creditors' rights generally.

          In  such  event,  this  Indenture  shall cease to be of
further effect (except as set forth in  this  paragraph), and the
Trustee,  on  demand  of   the  Company,  shall   execute  proper
instruments acknowledging satisfaction and discharge  under  this
Indenture.  However, the Company's obligations in Sections  2.05,
2.06, 2.07,  2.08,  2.09,  4.01, 4.02, 5.01, 7.07, 7.08 and 8.04,
the Trustee's and Paying Agent's obligations in Section 8.03  and
the rights,  powers,  protections  and  privileges  accorded  the
Trustee under Article VII shall survive until all  Securities  of
such  series  are  no  longer  outstanding.  Thereafter, only the
Company's  obligations  in  Section  7.07  and  the Trustee's and
Paying  Agent's obligations  in  Section  8.03 shall survive with
respect to Securities of such series.

          After  such  irrevocable  deposit made pursuant to this
Section  8.01(b)  and  satisfaction  of  the other conditions set
forth  herein,  the  Trustee  upon  request  shall acknowledge in
writing  the  discharge  of  the Company's obligations under this
Indenture  with  respect  to the Securities of such series except
for those surviving obligations specified above.

          In order  to  have money available on a payment date to
pay principal of or premium (if any) on or interest or Additional
Amounts on  the  Securities,  the Government Obligations shall be
payable  as  to  principal or  interest on or before such payment
date  in  such amounts as will provide the necessary money.

          (c) If  the  Company  has  previously  complied  or  is
concurrently  complying  with  Section 8.01(b)  (other  than  any
additional conditions specified pursuant to Section 2.01 that are
expressly applicable only to covenant defeasance) with respect to
Securities of a series,  then,  unless  this  Section  8.01(c) is
specified as not being applicable to Securities of such series as
contemplated  by  Section  2.01,  the  Company  may  elect  to be
discharged  ("legal  defeasance")  from  its  obligations to make
payments with respect to Securities of such series, if:

          (1)  no  Default  or Event of Default under clauses (5)
     and (6) of Section 6.01 hereof shall have  occurred  at  any
     time during the period ending on the 91st day after the date
     of  deposit  contemplated   by  Section  8.01(b)  (it  being
     understood that this condition shall not be deemed satisfied
     until the expiration of such period);

          (2)  unless   otherwise  specified  with   respect   to
     Securities of  such  series as contemplated by Section 2.01,
     the Company has delivered  to  the  Trustee  an  Opinion  of
     Counsel from counsel reasonably acceptable to the Trustee to
     the effect referred to in Section 8.01(b)(4) with respect to
     such legal defeasance;

          (3)  the Company has complied with any other conditions
     specified  pursuant  to Section 2.01 to be applicable to the
     legal  defeasance  of  Securities of such series pursuant to
     this Section 8.01(c); and

          (4)  the Company has delivered to the Trustee a Company
     Request  requesting  such legal defeasance of the Securities
     of such series and an Officers' Certificate stating that all
     conditions  precedent  with respect to such legal defeasance
     of the Securities  of  such  series have been complied with,
     together with an Opinion of Counsel to the same effect.

          In  such event, the Company will be discharged from its
obligations  under  this  Indenture  and  the  Securities of such
series to pay principal of, premium (if any) and interest on, and
any Additional Amounts with respect to Securities of such series,
the Company's obligations under  Sections  4.01,  4.02  and  5.01
shall terminate with respect  to  such Securities, and the entire
indebtedness of the Company evidenced by such Securities shall be
deemed paid and discharged.

          (d)  If  and  to  the  extent additional or alternative
means of satisfaction, discharge or defeasance of Securities of a
series  are  specified  to  be  applicable  to  such  series   as
contemplated by  Section  2.01,  the Company may terminate any or
all of its  obligations  under  this  Indenture  with  respect to
Securities of a  series  and  any or all of its obligations under
the Securities of such  series if it fulfills such other means of
satisfaction  and   discharge   as   may   be  so  specified,  as
contemplated by  Section 2.01, to be applicable to the Securities
of such series.

          (e)  If Securities of any series subject to subsections
(a), (b),  (c)  or  (d)  of  this Section 8.01 are to be redeemed
prior to their  Stated Maturity, whether pursuant to any optional
redemption  provisions  or  in  accordance  with any mandatory or
optional  sinking  fund  provisions,  the terms of the applicable
trust  arrangement  shall  provide  for  such redemption, and the
Company  shall   make   such   arrangements  as  are   reasonably
satisfactory  to  the   Trustee   for   the  giving  of notice of
redemption by the Trustee in the name, and at the expense, of the
Company.

          SECTION  8.02   Application of Trust Money.

          The Trustee or a trustee reasonably satisfactory to the
Trustee  and  the Company shall hold in trust money or Government
Obligations  deposited  with  it pursuant to Section 8.01 hereof.
It shall apply the deposited  money and the money from Government
Obligations through the Paying  Agent and in accordance with this
Indenture to the  payment  of  principal of, premium (if any) and
interest  on and any  Additional  Amounts  with  respect  to  the
Securities of the series  with  respect  to which the deposit was
made.   Money  and  securities  held  in trust are not subject to
Article X.

          SECTION  8.03   Repayment to Company.

          The  Trustee and the Paying Agent shall promptly pay to
the  Company at any  time upon the written request of the Company
any  excess  money  or   Government   Obligations   (or  proceeds
therefrom) held by them.

          Subject to the requirements of any applicable abandoned
property  laws, the Trustee and the Paying Agent shall pay to the
Company  upon  written  request  any  money  held by them for the
payment  of  principal,  premium  (if  any),  interest   or   any
Additional Amounts that remain unclaimed for two years after  the
date upon which  such  payment  shall  have  become  due.   After
payment to  the  Company, Holders entitled to the money must look
to  the  Company  for  payment  as  general  creditors  unless an
applicable abandoned  property law designates another Person, and
all liability of the Trustee and the Paying Agent with respect to
such money shall cease.

          SECTION  8.04   Reinstatement.

          If  the Trustee  or the Paying Agent is unable to apply
any money  or  Government  Obligations  deposited with respect to
Securities  of  any series  in  accordance  with  Section 8.01 by
reason  of  any  legal  proceeding  or  by reason of any order or
judgment  of  any  court  or  governmental  authority  enjoining,
restraining  or  otherwise   prohibiting  such  application,  the
obligations  of the Company under this Indenture with respect  to
the  Securities of such series and under the Securities  of  such
series  shall be revived and reinstated as though no deposit  had
occurred  pursuant to Section 8.01 until such time as the Trustee
or  the  Paying  Agent  is  permitted  to apply all such money or
Government Obligations in accordance with Section 8.01; provided,
however, that if the Company  has  made  any payment of principal
of, premium  (if  any)  or  interest on or any Additional Amounts
with respect to any Securities  because  of  the reinstatement of
its obligations, the Company shall be subrogated to the rights of
the Holders of such Securities to  receive  such payment from the
money or Government Obligations held by the Trustee or the Paying
Agent.

                    ARTICLE IX

      SUPPLEMENTAL INDENTURES AND AMENDMENTS

          SECTION  9.01   Without Consent of Holders.

          The  Company  and the Trustee may amend  or  supplement
this  Indenture  or  the  Securities  without  the consent of any
Holder:

          (1)   to  cure  any  ambiguity,  omission,  defect   or
     inconsistency;

          (2)  to comply with Section 5.01;

          (3)  to   provide   for  uncertificated  Securities  in
     addition to or in place of certificated  Securities,  or  to
     provide for  the  issuance  of  bearer  Securities  (with or
     without coupons);

          (4)   to  provide  any  security  for  any   series  of
     Securities;

          (5)  to comply with any requirement in order to  effect
     or maintain the qualification of this  Indenture  under  the
     TIA;

          (6)  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;

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

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

          (9)  to establish the form or terms  of  Securities  of
     any series as permitted by Section 2.01;

          (10) to  supplement  any  of  the  provisions  of  this
     Indenture to such extent  as  shall  be  necessary to permit
     or facilitate the defeasance  and discharge of any series of
     Securities pursuant to Section 8.01; provided, however, that
     any such   action shall not adversely affect the interest of
     the Holders of Securities of such series or any other series
     of Securities in any  material respect; or

          (11)  to  evidence  and  provide  for the acceptance of
     appointment hereunder by a successor Trustee with respect to
     the Securities of one or more series and to add to or change
     any  of  the  provisions  of  this  Indenture  as  shall  be
     necessary to provide for or facilitate the administration of
     the trusts hereunder by more  than  one Trustee, pursuant to
     the requirements of Section 7.08.

          Upon the request of the Company, accompanied by a Board
Resolution,  and  upon  receipt  by  the Trustee of the documents
described  in Section 9.06, the Trustee shall, subject to Section
9.06,  join with the Company in the execution of any supplemental
indenture authorized or  permitted by the terms of this Indenture
and make any further appropriate agreements and stipulations that
may  be  therein  contained.   After  an amendment, supplement or
waiver under  this  Section  9.01  becomes effective, the Company
shall  mail  to the Holders  of  each Security affected thereby a
notice briefly describing the  amendment,  supplement  or waiver.
Any failure of the Company to mail such  notice,  or  any  defect
therein, shall not, however, in any  way  impair  or  affect  the
validity of any such amendment, supplement or waiver.

          SECTION  9.02   With Consent of Holders.

          Except  as  provided  below  in  this Section 9.02, the
Company  and  the  Trustee may amend or supplement this Indenture
with  the  written   consent   (including  consents  obtained  in
connection with  a tender  offer or exchange offer for Securities
of  any  one  or  more  series or all series or a solicitation of
consents  in  respect of Securities of any one or more series  or
all series, provided that in each case such offer or solicitation
is made to all Holders of then  outstanding  Securities  of  each
such series (but the terms of such offer or solicitation may vary
from series to series))  of the Holders of at least a majority in
principal amount of the then outstanding Securities of all series
affected by such amendment or supplement (acting as one class).

          Upon the request of the Company, accompanied by a Board
Resolution,  and  upon the filing with the Trustee of evidence of
the  consent of the Holders as aforesaid, and upon receipt by the
Trustee of  the  documents described in Section 9.06, the Trustee
shall join with the Company in the execution of such amendment or
supplemental indenture.

          It  shall  not  be  necessary  for  the  consent of the
Holders under this Section 9.02 to approve the particular form of
any  proposed amendment, supplement or waiver, but  it  shall  be
sufficient if such consent approves the substance thereof.

          The  Holders  of  a majority in principal amount of the
then  outstanding  Securities  of  one  or  more series may waive
compliance  in  a  particular  instance  by  the Company with any
provision  of this Indenture with respect  to  Securities of such
series (including waivers  obtained  in  connection with a tender
offer  or  exchange  offer  for  Securities  of  such series or a
solicitation of consents in respect of Securities of such series,
provided that in each case such offer or solicitation  is made to
all Holders of then outstanding Securities of  such  series  (but
the terms of such offer or solicitation may  vary  from series to
series)).

          However,  without  the consent of each Holder affected,
an  amendment,  supplement  or waiver under this Section 9.02 may
not:

          (1)  reduce the amount of Securities whose Holders must
     consent to an amendment, supplement or waiver;

          (2)  reduce the  rate of or change the time for payment
     of interest, including default interest, on any Security;

          (3)  reduce  the  principal  of,   premium  on  or  any
     mandatory sinking fund payment with respect  to,  or  change
     the Stated Maturity of, any Security or reduce the amount of
     the  principal  of  an Original Issue Discount Security that
     would  be due and payable upon a declaration of acceleration
     of the Maturity thereof pursuant to Section 6.02;

          (4)  reduce  the  premium,  if  any,  payable  upon the
     redemption of any Security or change the time  at  which any
     Security may or shall be redeemed;

          (5)  change  any  obligation  of  the  Company  to  pay
     Additional Amounts with respect to any Security;

          (6)  change  the coin or currency in which any Security
     or any  premium, interest or Additional Amounts with respect
     thereto are payable;

          (7)  impair  the  right  to  institute  suit  for   the
     enforcement of any payment of principal of, premium (if any)
     or interest on or any Additional Amounts with respect to any
     Security pursuant to  Sections  6.07  and  6.08,  except  as
     limited by Section 6.06;

          (8)  make  any change  in  the  percentage of principal
     amount  of  Securities  necessary  to waive  compliance with
     certain provisions  of  this  Indenture  pursuant to Section
     6.04 or 6.07 or make any change in this sentence of  Section
     9.02;

          (9)  modify  the provisions  of  this  Indenture   with
     respect  to  the  subordination of  any Security in a manner
     adverse to the Holder thereof; or

          (10) waive  a continuing Default or Event of Default in
     the payment of principal of, premium (if any) or interest on
     or Additional Amounts with respect to the Securities.

          An amendment under this Section may not make any change
that  adversely  affects the rights under Article X of any holder
of an  issue  of  Senior  Indebtedness  unless the holders of the
issue pursuant to its terms consent to the change.

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

          The  right  of any Holder to participate in any consent
required  or  sought  pursuant to any provision of this Indenture
(and the obligation  of  the  Company  to obtain any such consent
otherwise required from  such  Holder)  may  be  subject  to  the
requirement that such Holder shall have been the Holder of record
of any Securities with  respect to which such consent is required
or sought  as  of  a  date  identified by the Company in a notice
furnished  to  Holders  in  accordance  with  the  terms  of this
Indenture.

          SECTION  9.03   Compliance with Trust Indenture Act.

          Every amendment or  supplement to this Indenture or the
Securities  shall  comply   in form and substance with the TIA as
then in effect.

          SECTION  9.04   Revocation and Effect of Consents.

          Until  an  amendment,  supplement  or  waiver   becomes
effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Security  or  portion
of a Security that evidences the  same  debt  as  the  consenting
Holder's Security, even if notation of the consent is not made on
any Security.  However, any such Holder  or subsequent Holder may
revoke the consent as  to  his  or  her  Security or portion of a
Security if  the  Trustee  receives written notice of  revocation
before  the  date  the  amendment,  supplement  or waiver becomes
effective.  An amendment, supplement, or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

          The  Company  may, but shall not be obligated to, fix a
record date  (which need  not  comply  with Section 316(c) of the
TIA) for the purpose of determining  the Holders of Securities of
any series  entitled to consent  to  any amendment, supplement or
waiver  or to take any other action  under  this Indenture.  If a
record date is fixed, then notwithstanding  the provisions of the
immediately preceding paragraph, those Persons  who  were Holders
at such record date (or their duly designated proxies),  and only
those Persons, shall be entitled to consent  to  such  amendment,
supplement or waiver or to revoke any  consent  previously given,
whether or not such  Persons  continue  to  be Holders after such
record date.   No  consent  shall be  valid or effective for more
than 90 days after such record date  unless consents from Holders
of the principal amount of Securities required hereunder for such
amendment or waiver to be effective  shall  have  also been given
and not revoked within such 90-day period.

          After an  amendment,   supplement   or  waiver  becomes
effective, it shall  bind  every Holder, unless it is of the type
described in any of  clauses  (1)  through  (9)  of  Section 9.01
hereof.  In such case, the amendment, supplement, or waiver shall
bind  each  Holder  who  has consented to it and every subsequent
Holder  that  evidences  the same debt as the consenting Holder's
Security.

          SECTION  9.05   Notation on or Exchange of Securities.

          If an  amendment  or supplement changes the terms of an
outstanding  Security, the  Company may require the Holder of the
Security  to deliver it to the Trustee.  The Trustee may place an
appropriate  notation  on  the  Security  at  the request  of the
Company regarding the changed terms and return it to the  Holder.
Alternatively, if the  Company  so  determines,  the  Company  in
exchange  for the  Security shall issue  and  the  Trustee  shall
authenticate  a  new  Security  that  reflects the changed terms.
Failure  to  make  the  appropriate  notation or  to  issue a new
Security  shall  not  affect  the  validity  of such amendment or
supplement.

          Securities of any series  authenticated  and  delivered
after the execution of any amendment or supplement may, and shall
if required by the Company, bear a notation in  form approved  by
the Company as to any matter provided for in  such  amendment  or
supplement.

          SECTION  9.06   Trustee to Sign Amendments, etc.

          The  Trustee  shall  sign any  amendment  or supplement
authorized   pursuant  to   this  Article  if  the  amendment  or
supplement  does  not   adversely  affect  the  rights,   duties,
liabilities or  immunities  of  the  Trustee.   If  it  does, the
Trustee may, but  need  not, sign  it.  In signing or refusing to
sign  such amendment or supplement, the Trustee shall be entitled
to  receive,  and, subject to Section 7.01 hereof, shall be fully
protected in  relying upon, an Opinion of Counsel provided at the
expense of the Company as conclusive evidence that such amendment
or supplement  is authorized or permitted by this Indenture, that
it  is  not  inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                            ARTICLE X

                          SUBORDINATION


          SECTION    10.01 Securities Subordinated to Senior
Indebtedness.

          The  Company  and  each Holder of a  Security,  by  his
acceptance thereof, agree that  (a) the payment of the  principal
of,  premium (if any) and interest on and any Additional  Amounts
with  respect  to each and all the Securities and (b)  any  other
payment in respect of the Securities, including on account of the
acquisition  or  redemption  of Securities  by  the  Company,  is
subordinated,  to the extent and in the manner provided  in  this
Article   X,  to  the  prior  payment  in  full  of  all   Senior
Indebtedness of the Company, whether outstanding at the  date  of
this  Indenture  or  thereafter  created,  incurred,  assumed  or
guaranteed, and that these subordination provisions are  for  the
benefit of the holders of Senior Indebtedness.

          This  Article X shall constitute a continuing offer  to
all Persons who, in reliance upon such provisions, become holders
of, or continue to hold, Senior Indebtedness, and such provisions
are  made  for the benefit of the holders of Senior Indebtedness,
and  such holders are made obligees hereunder and any one or more
of them may enforce such provisions.

          SECTION   10.02  No  Payment on Securities  in  Certain
Circumstances.

          (a)    Unless  otherwise  specified  with  respect   to
Securities  of  a  series as contemplated  by  Section  2.01,  no
payment  shall be made by or on behalf of the Company on  account
of  the  principal  of, premium (if any) or interest  on  or  any
Additional  Amounts with respect to the Securities of any  series
or  to  acquire any of such Securities (including any repurchases
of  such  Securities pursuant to the provisions  thereof  at  the
option  of  the Holder of such Securities) for cash  or  property
(other  than Junior securities of the Company), or on account  of
any  redemption provisions of such Securities, in  the  event  of
default  in  payment  of any principal of, premium  (if  any)  or
interest on any Senior Indebtedness of the Company when the  same
becomes  due and payable, whether at maturity or at a date  fixed
for prepayment or by declaration of acceleration or otherwise  (a
"Payment  Default"),  unless and until such Payment  Default  has
been cured or waived or otherwise has ceased to exist.

          (b)    Unless  otherwise  specified  with  respect   to
Securities  of  a  series as contemplated  by  Section  2.01,  no
payment  shall be made by or on behalf of the Company on  account
of  the  principal  of, premium (if any) or interest  on  or  any
Additional  Amounts with respect to the Securities of any  series
or  to  acquire any of such Securities (including any repurchases
of  such  Securities pursuant to the provisions  thereof  at  the
option  of  the Holder of such Securities) for cash  or  property
(other  than Junior securities of the Company), or on account  of
the redemption provisions of such Securities, in the event of any
event  of default (other than a Payment Default) with respect  to
any Designated Senior Indebtedness permitting the holders of such
Designated   Senior   Indebtedness  (or  a   trustee   or   other
representative on behalf of the holders thereof) to declare  such
Designated Senior Indebtedness due and payable prior to the  date
on  which  it  would otherwise have become due and payable,  upon
written  notice  thereof to the Company and the  Trustee  by  any
holders of Designated Senior Indebtedness (or a trustee or  other
representative  on behalf of the holders thereof)  (the  "Payment
Blocking  Notice"), unless and until such event of default  shall
have  been  cured  or waived or otherwise has  ceased  to  exist;
provided,  that  such payments may not be prevented  pursuant  to
this  Section 10.02(b) for more than 179 days after an applicable
Payment  Blocking Notice has been received by the Trustee  unless
the Designated Senior Indebtedness in respect of which such event
of  default  exists  has been declared due  and  payable  in  its
entirety,  in which case no such payment may be made  until  such
acceleration  has been rescinded or annulled or  such  Designated
Senior  Indebtedness  has been paid in  full.   Unless  otherwise
specified  with respect to Securities of a series as contemplated
by  Section  2.01,  no  event  of default  that  existed  or  was
continuing on the date of any Payment Blocking Notice (whether or
not  such  event  of default is on the same issue  of  Designated
Senior  Indebtedness) may be made the basis for the giving  of  a
second   Payment  Blocking  Notice, and  only  one  such  Payment
Blocking Notice may be given in any 365-day period.

          (c)  In furtherance of the provisions of Section 10.01,
in  the  event that, notwithstanding the foregoing provisions  of
this Section 10.02, any payment or distribution of assets of  the
Company  (other than Junior securities of the Company)  shall  be
received by the Trustee or the Holders of the Securities  of  any
series at a time when such payment or distribution was prohibited
by  the  provisions  of  this Section 10.02,  then,  unless  such
payment  or distribution is no longer prohibited by this  Section
10.02, such payment or distribution (subject to the provisions of
Section 10.07) shall be received and held in trust by the Trustee
or  such Holder or Paying Agent for the benefit of the holders of
Senior  Indebtedness  of  the  Company,  and  shall  be  paid  or
delivered by the Trustee or such Holders or such Paying Agent, as
the  case  may be, to the holders of Senior Indebtedness  of  the
Company   remaining   unpaid   or   unprovided   for   or   their
representative or representatives, or to the trustee or  trustees
under  any indenture pursuant to which any instruments evidencing
such  Senior  Indebtedness of the Company may have  been  issued,
ratably,  according to the aggregate amounts remaining unpaid  on
account  of  such  Senior Indebtedness of  the  Company  held  or
represented by each, for application to the payment of all Senior
Indebtedness  in  full  after giving  effect  to  all  concurrent
payments  and distributions to or for the holders of such  Senior
Indebtedness.

          SECTION 10.03  Securities Subordinated to Prior Payment
of   All  Senior  Indebtedness  on  Dissolution,  Liquidation  or
Reorganization.

          Upon  any distribution of assets of the Company or upon
any  dissolution,  winding up, total or  partial  liquidation  or
reorganization of the Company, whether voluntary or  involuntary,
in  bankruptcy, insolvency, receivership or similar proceeding or
upon assignment for the benefit of creditors:

          (a)   the  holders  of all Senior Indebtedness  of  the
Company  shall  first  be entitled to receive  payments  in  full
before  the  Holders of Securities of any series are entitled  to
receive  any payment on account of the principal of, premium  (if
any)  or  interest on or any Additional Amounts with  respect  to
such Securities (other than Junior securities of the Company);

          (b)   any  payment  or distribution of  assets  of  the
Company  of  any kind or character, whether in cash, property  or
securities  (other  than Junior securities of  the  Company),  to
which  the Holders of Securities of any series or the Trustee  on
behalf  of  such  Holders  would  be  entitled,  except  for  the
provisions  of  this Article X, shall be paid by the  liquidating
trustee  or  agent  or  other Person making  such  a  payment  or
distribution  directly to the holders of such Senior Indebtedness
or  their  representative, ratably according  to  the  respective
amounts  of Senior Indebtedness held or represented by  each,  to
the  extent necessary to make payment in full of all such  Senior
Indebtedness  remaining  unpaid  after  giving  effect   to   all
concurrent  payments and distributions to the  holders  of   such
Senior Indebtedness; and

          (c)   in the event that, notwithstanding the foregoing,
any  payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than
Junior  securities  of the Company), shall  be  received  by  the
Trustee or the Holders of Securities of any series or any  Paying
Agent  (or,  if  the Company or any Affiliate of the  Company  is
acting  as  its own Paying Agent, money for any such  payment  or
distribution shall be segregated or held in trust)  on account of
the  principal  of,  premium  (if any)  or  interest  on  or  any
Additional Amounts with respect to the Securities of such  series
before  all Senior Indebtedness of the Company is paid  in  full,
such  payment  or  distribution (subject  to  the  provisions  of
Section 10.07) shall be received and held in trust by the Trustee
or  such Holder or Paying Agent for the benefit of the holders of
such  Senior  Indebtedness, or their respective  representatives,
ratably  according  to  the respective amounts  of  such   Senior
Indebtedness held or represented by each, to the extent necessary
to   make   payment  as  provided  herein  of  all  such   Senior
Indebtedness  remaining  unpaid  after  giving  effect   to   all
concurrent payments and distributions and all provisions therefor
to  or  for the holders of such Senior Indebtedness, but only  to
the extent that as to any holder of such Senior Indebtedness,  as
promptly  as practical following notice from the Trustee  to  the
holders  of such Senior Indebtedness that such prohibited payment
has  been received by the Trustee, Holder(s) or Paying Agent  (or
has  been  segregated  as  provided above),  such  holder  (or  a
representative therefor) notifies the Trustee of the amounts then
due  and owing on such Senior Indebtedness, if any, held by  such
holder  and  only the amounts specified in such  notices  to  the
Trustee shall be paid to the holders of such Senior Indebtedness.

          SECTION  10.04   Subrogation to Rights  of  Holders  of
Senior Indebtedness.

          Subject   to   the  payment  in  full  of  all   Senior
Indebtedness  of the Company as provided herein, the  Holders  of
the Securities shall be subrogated (to the extent of the payments
or  distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article) to the rights of  the
holders  of  such  Senior  Indebtedness to  receive  payments  or
distributions of assets of the Company applicable to  the  Senior
Indebtedness until all amounts owing on the Securities  shall  be
paid  in  full.   For  the purpose of such subrogation,  no  such
payments   or  distributions  to  the  holders  of  such   Senior
Indebtedness by the Company, or by or on behalf of the Holders of
the Securities by virtue of this Article X, which otherwise would
have been made to such Holders shall, as between the Company  and
such  Holders,  be  deemed to be payment by the  Company   or  on
account of such Senior Indebtedness, it being understood that the
provisions of this Article X are and are intended solely for  the
purpose  of  defining the relative rights of the Holders  of  the
Securities,  on  the  one hand, and the holders  of  such  Senior
Indebtedness, on the other hand.

          If  any payment or distribution to which the Holders of
the  Securities would otherwise have been entitled  but  for  the
provisions of this Article X shall have been applied, pursuant to
the  provisions  of  this Article X, to the  payment  of  amounts
payable  under  Senior  Indebtedness of the  Company,  then  such
Holders  shall be entitled to receive from the holders of  Senior
Indebtedness  any  payments  or distributions  received  by  such
holders of Senior Indebtedness in excess of the amount sufficient
to  pay  all  amounts payable under or in respect of such  Senior
Indebtedness in full.

          SECTION   10.05      Obligations   of    the    Company
Unconditional.

          Nothing  contained in this Article X  or  elsewhere  in
this  Indenture  or in the Securities  is intended  to  or  shall
impair,  as between the Company and the Holders of the Securities
of  any  series, the obligation of the Company, which is absolute
and  unconditional,  to  pay to such Holders  the  principal  of,
premium (if any) and interest on and any Additional Amounts  with
respect  to  the Securities of such series as and when  the  same
shall  become due and payable in accordance with their terms,  or
is  intended  to  or  shall affect the relative  rights  of  such
Holders  and creditors of the Company other than the  holders  of
the  Senior  Indebtedness, nor shall anything herein  or  therein
prevent  the  Trustee or any Holder from exercising all  remedies
otherwise  permitted by applicable law upon  default  under  this
Indenture,  subject to the rights, if any, under this Article  X,
of  the  holders  of  Senior Indebtedness  in  respect  of  cash,
property  or securities of the Company received upon the exercise
of  any such remedy.  Notwithstanding anything to the contrary in
this  Article  X  or  elsewhere  in  this  Indenture  or  in  the
Securities,  upon  any  distribution of  assets  of  the  Company
referred  to  in  this  Article X, the Trustee,  subject  to  the
provisions  of  Sections 7.01 and 7.02, and the  Holders  of  the
Securities  shall be entitled to rely upon any  order  or  decree
made  by  any  court  of  competent jurisdiction  in  which  such
dissolution,    winding   up,   liquidation   or   reorganization
proceedings  are  pending, or a certificate  of  the  liquidating
trustee or agent or other Person making any distribution  to  the
Trustee  or  to such Holders for the purpose of ascertaining  the
Persons entitled to participate in such distribution, the holders
of the Senior Indebtedness and other Indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid
or  distributed thereon and all other facts pertinent thereto  or
to  this Article X so long as such court has been apprised of the
provisions  of,  or  the  order,  decree  or  certificate   makes
reference to, the provisions of this Article X.

          SECTION 10.06  Trustee Entitled to Assume Payments  Not
Prohibited in Absence of Notice.

          The  Trustee  shall  not at any time  be  charged  with
knowledge  of the existence of any facts that would prohibit  the
making  of  any payment to or by the Trustee unless and  until  a
Responsible Officer of the Trustee or any Paying Agent shall have
received, no later than two Business Days prior to such  payment,
written  notice  thereof from the Company or  from  one  or  more
holders   of  Senior  Indebtedness  or  from  any  representative
therefor  and,  prior to the receipt of any such written  notice,
the Trustee, subject to the provisions of Sections 7.01 and 7.02,
shall be entitled in all respects conclusively to assume that  no
such fact exists.

          SECTION  10.07    Application  by  Trustee  of  Amounts
Deposited with It.

          Amounts deposited in trust with the Trustee pursuant to
and in accordance with Article VIII shall be for the sole benefit
of  Holders  of the Securities of the series for the  benefit  of
which  such amounts were deposited, and, to the extent  allocated
for  the  payment  of  Securities of such series,  shall  not  be
subject  to  the  subordination provisions  of  this  Article  X.
Otherwise, any deposits of assets with the Trustee or the  Paying
Agent (whether or not in trust) for the payment of principal  of,
premium  (if  any) or interest on or any Additional Amounts  with
respect  to any Securities shall be subject to the provisions  of
Sections  10.01, 10.02, 10.03, and 10.04; provided that if  prior
to  two Business Days preceding the date on which by the terms of
this  Indenture any such assets may become distributable for  any
purpose  (including  without limitation, the  payment  of  either
principal  of, premium (if any) or interest on or any  Additional
Amounts  with respect to any Security), a Responsible Officer  of
the  Trustee  or such Paying Agent shall not have  received  with
respect to such assets the written notice provided for in Section
10.06,  then  the  Trustee or such Paying Agent shall  have  full
power and authority to receive such assets and to apply the  same
to  the  purpose for which they were received, and shall  not  be
affected by any notice to the contrary that may be received by it
on  or  after  such  date;  and  provided  further  that  nothing
contained  in  this  Article X shall  prevent  the  Company  from
making, or the Trustee from receiving or applying, any payment in
connection  with  the  redemption  of  Securities  if  the  first
publication  of  notice of such redemption (whether  by  mail  or
otherwise  in accordance with this Indenture) has been made,  and
the Trustee has received such payment from the Company, prior  to
the  occurrence of any of the contingencies specified in  Section
10.02 or 10.03.

          SECTION  10.08   Subordination Rights Not  Impaired  by
Acts   or   Omissions  of  the  Company  or  Holders  of   Senior
Indebtedness.

          No right of any present or future holders of any Senior
Indebtedness to enforce the subordination provisions contained in
this  Article  X  shall at any time in any way be  prejudiced  or
impaired by any act or failure to act on the part of the  Company
or  by  any  act or failure to act, in good faith,  by  any  such
holder, or by any noncompliance by the Company with the terms  of
this Indenture, regardless of any knowledge thereof that any such
holder  may  have or be otherwise charged with.  The  holders  of
Senior Indebtedness may extend, renew, modify or amend the  terms
of  the Senior Indebtedness or any security therefor and release,
sell or exchange such security and otherwise deal freely with the
Company, all without affecting the liabilities and obligations of
the parties to this Indenture or the Holders of the Securities.

          SECTION  10.09  Trustee to Effectuate Subordination  of
Securities.

          Each  Holder  of  a Security by his acceptance  thereof
authorizes  and expressly directs the Trustee on  his  behalf  to
take such action as may be necessary or appropriate to effectuate
the  subordination provisions contained in this Article X and  to
protect  the rights of the Holders of the Securities pursuant  to
this Indenture, and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any dissolution, winding
up,  liquidation  or  reorganization of the Company  (whether  in
bankruptcy,  insolvency or receivership proceedings  or  upon  an
assignment  for  the benefit of creditors of  the  Company),  the
filing of a claim for the unpaid balance of his Securities in the
form  required  in said proceedings and cause said  claim  to  be
approved.  If the Trustee does not file a proper claim  or  proof
of  debt in the form required in such proceeding prior to 30 days
before  the expiration of the time to file such claim or  claims,
then   the   holders   of  the  Senior  Indebtedness   or   their
representative is hereby authorized to have the right to file and
is  hereby  authorized to file an appropriate  claim  for  an  on
behalf  of  the  Holders  of  said  Securities.   Nothing  herein
contained shall be deemed to authorize the Trustee or the holders
of  Senior  Indebtedness or their representative to authorize  or
consent  to  or  accept  or  adopt on behalf  of  any  Holder  of
Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any  Holder
thereof,  or  to authorize the Trustee or the holders  of  Senior
Indebtedness  or their representative to vote in respect  of  the
claim of any Holder of the Securities in any such proceeding.

          SECTION  10.10    Right  of  Trustee  to  Hold   Senior
Indebtedness.

          The  Trustee  in  its  individual  capacity  shall   be
entitled  to  all of the rights set forth in this  Article  X  in
respect of any Senior Indebtedness at any time held by it to  the
same  extent  as  any  other holder of Senior  Indebtedness,  and
nothing  in  this  Indenture shall be construed  to  deprive  the
Trustee of any of its rights as such holder.

          SECTION  10.11    Article X Not to  Prevent  Events  of
Default.

          The  failure to make a payment on account of  principal
of or premium (if any) or interest on the Securities by reason of
any  provision  of  this  Article X shall  not  be  construed  as
preventing  the  occurrence of a Default or an Event  of  Default
under  Section  6.01  or in any way prevent the  Holders  of  the
Securities  from exercising any right hereunder  other  than  the
right to receive payment on the Securities.

          SECTION  10.12  No Fiduciary Duty of Trustee to Holders
of Senior Indebtedness.

          The  Trustee  shall not be deemed to owe any  fiduciary
duty  to  the  holders of Senior Indebtedness, and shall  not  be
liable to any such holders (other than for its willful misconduct
or  negligence) if it shall in good faith mistakenly pay over  or
distribute  to the Holders of the Securities  or the  Company  or
any  other  Person,  cash, property or securities  to  which  any
holders  of  Senior Indebtedness shall be entitled by  virtue  of
this Article X or otherwise.  Nothing in this Section 10.12 shall
affect  the  obligation of any other such  Person  to  hold  such
payment for the benefit of, and to pay such payment over to,  the
holders of Senior Indebtedness or their representative.

          SECTION  10.13   Article Applicable to Paying Agent.

          In  case  at any time any Paying Agent other  than  the
Trustee  shall  have been appointed by the Company  and  be  then
acting  hereunder, the term "Trustee" as used in this  Article  X
shall  in  such case (unless the context shall otherwise require)
be  construed  as  extending to and including such  Paying  Agent
within  its meaning as fully for all intents and purposes  as  if
such Paying Agent were named in this Article in addition to or in
place  of the Trustee, provided, however, that this Section 10.13
shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

                    ARTICLE XI

                   MISCELLANEOUS


          SECTION  11.01   Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by operation of  TIA S  318(c),
the imposed duties shall control.

          SECTION  11.02   Notices.

          Any  notice  or  communication by the  Company  or  the
Trustee to the other is duly given if in writing and delivered in
person or mailed by first-class mail  (registered  or  certified,
return  receipt  requested), telex, facsimile  or  overnight  air
courier  guaranteeing next day delivery, to the other's address:

         If to the Company:

         R&B Falcon Corporation
         901 Threadneedle
         Suite 200
         Houston, Texas 77079
         Attention: Chief Financial Officer

         If to the Trustee:





          The  Company or the Trustee by notice to the other  may
designate  additional  or  different   addresses  for  subsequent
notices or communications.

          All  notices and communications shall be deemed to have
been duly given at  the time  delivered  by  hand,  if personally
delivered; five Business Days after being deposited  in the mail,
postage prepaid, if mailed;  when answered back, if telexed; when
receipt acknowledged, if by facsimile; and the next Business  Day
after timely  delivery  to  the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed
by  first-class  mail,  postage  prepaid, to the Holder's address
shown on the register  kept  by the Registrar.  Failure to mail a
notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

          If  a  notice  or communication is mailed in the manner
provided  above  within  the  time  prescribed, it is duly given,
whether  or  not the addressee receives it, except in the case of
notice to the Trustee, it is duly given only when received.

          If  the  Company  mails  a  notice  or communication to
Holders,  it  shall  mail a copy to the Trustee and each Agent at
the same time.

          All  notices  or  communications,   including   without
limitation  notices  to  the  Trustee or the  Company by Holders,
shall be in writing, except as otherwise set forth herein.

          In case by  reason  of  the  suspension of regular mail
service, or by reason  of any other cause, it shall be impossible
to mail any notice  required  by this Indenture, then such method
of notification as shall be made with the approval of the Trustee
shall constitute a sufficient mailing of such notice.

          SECTION  11.03   Communication by Holders with Other
Holders.

          Holders  may  communicate pursuant to TIA S 312(b) with
other  Holders  with respect to their rights under this Indenture
or  the  Securities.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA S 312(c).

          SECTION  11.04   Certificate and Opinion  as  to
Conditions Precedent.

          Upon  any  request or application by the Company to the
Trustee  to  take  any  action  under this Indenture, the Company
shall, if requested by the Trustee, furnish to the Trustee at the
expense of the Company:

          (1)  an Officers'  Certificate (which shall include the
     statements set  forth in Section 11.05) stating that, in the
     opinion fof the  signers,  all  conditions   precedent   and
     covenants,  if  any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2)  an  Opinion  of  Counsel  (which shall include the
     statements  set forth in Section 11.05 hereof) stating that,
     in  the  opinion  of  such  counsel,  all  such   conditions
     precedent and covenants have been complied with.

          SECTION  11.05   Statements Required in Certificate or
Opinion.

          Each  certificate or opinion with respect to compliance
with  a  condition or  covenant  provided  for  in this Indenture
(other  than  a certificate provided pursuant to TIA S 314(a)(4))
shall  comply  with  the  provisions  of  TIA S 314(e)) and 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 or she has made such examination or investigation  as  is
     necessary to enable  him  or  her  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  11.06   Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by  or
at a meeting of Holders.  The Registrar or the Paying  Agent  may
make reasonable rules and  set  reasonable  requirements  for its
functions.

          SECTION  11.07   Legal Holidays.

          If a  payment  date  is  a  Legal Holiday at a Place of
Payment, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.

          SECTION  11.08   No Recourse Against Others.

          A  director, officer, employee, stockholder, partner or
other  owner  of  the  Company or the Trustee, as such, shall not
have  any liability  for any obligations of the Company under the
Securities or  for  any obligations of the Company or the Trustee
under this  Indenture or for any claim based on, in respect of or
by reason of  such obligations or their creation.  Each Holder by
accepting a Security waives and releases all such liability.  The
waiver and release  shall  be  part  of the consideration for the
issue of Securities.

          SECTION  11.09   Governing Law.

          THIS INDENTURE AND  THE SECURITIES SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

          SECTION  11.10   No Adverse Interpretation of Other
Agreements.

          This  Indenture  may  not  be used to interpret another
indenture, loan  or  debt  agreement  of the Company or any other
Subsidiary of  the  Company.   Any  such  indenture, loan or debt
agreement may not be used to interpret this Indenture.

          SECTION  11.11   Successors.

          All agreements of the Company in this Indenture and the
Securities  shall  bind  its  successors.  All  agreements of the
Trustee in this Indenture shall bind its successors.

          SECTION  11.12   Severability.

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

          SECTION  11.13   Counterpart Originals.

          The  parties  may  sign  any  number  of copies of this
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

          SECTION  11.14   Table of Contents; Headings, etc.

          The  table  of  contents,  cross-reference  table   and
headings of the Articles and Sections of this Indenture have been
inserted for  convenience  of  reference  only,  are  not  to  be
considered a part  hereof and shall in no way modify or  restrict
any of the terms or provisions hereof.

          SECTION  11.15   Agent for Service of Process.

          The  Company  hereby  designates CT Corporation System,
currently  located  at  1633 Broadway, New York, New York, as its
authorized  agent  upon whom process may be served in any action,
suit or proceeding that may be instituted in any State or Federal
court  sitting in the County of New York of the State of New York
pertaining to this Indenture or any  matter  arising  out  of  or
related  to  this  Indenture, and the Company  will  accept  the
jurisdiction  of  such court in such action, and  waive,  to  the
fullest  extent  permitted by applicable law, any  defense  based
upon  lack  of  personal  jurisdiction  or  venue  or  forum  non
conveniens.  The Company may and shall (to the extent the process
agent ceases to be able to be  served  on  the basis contemplated
herein),  by  written  notice  to  the  Trustee,  designate  such
additional or alternative  agents  for service  of process  under
this Section 11.15 that (i) maintains an office  located  in  the
Borough of Manhattan, The City of New York in  the State  of  New
York,  (ii)  are  either  (a)  counsel for the Company or  (b)  a
corporate service company which  acts  as  agent  for  service of
process for other persons in the ordinary course of its  business
and (iii) agrees to act  as  agent  for  service  of  process  in
accordance with this  Section  11.15.  Such notice shall identify
the name of such agent  for process and the address of such agent
for process in the  Borough  of  Manhattan, The City of New York,
State  of  New  York.  Upon  the  request  of  any  holder  of  a
Debenture, the Trustee shall deliver  such  information  to  such
holder.   Notwithstanding  the  foregoing,  there  shall,  at all
times,  be  at  least  one  agent  for service of process for the
Company  appointed  and  acting  in  accordance with this Section
11.15.  A copy of any such process shall be sent or given  to the
Company  at  the address for  notices  specified in Section 11.02
hereof.  The Company  shall  maintain  the  designation  of  such
authorized  agent  until  two  years  after  termination  of  the
Company's  obligation  under  this  Indenture pursuant to Section
8.01.

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

                         R&B FALCON CORPORATION



                         By:_______________________________
                            Name:
                            Title:


                         _____________________________________,
                            as Trustee



                         By:_______________________________
                            Name:
                            Title:




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