ITT CORP, S-3, 1995-10-16

ITT CORP
S-3, 1995-10-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
ITT DESTINATIONS, INC. ITT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER) CHARTER)
NEVADA DELAWARE
(STATE OF INCORPORATION) (STATE OF INCORPORATION)
88-0340591 13-5158950
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1330 AVENUE OF THE AMERICAS RICHARD S. WARD, ESQ.
NEW YORK, NY 10019-5490 EXECUTIVE VICE PRESIDENT AND
(212) 258-1000 GENERAL COUNSEL, ITT CORPORATION
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-5490
(212) 258-1000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE
NUMBER, NUMBER,
OF PRINCIPAL EXECUTIVE OFFICES OF BOTH OF AGENT FOR SERVICE OF BOTH REGISTRANTS)
REGISTRANTS)
</TABLE>

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

Copies to:

<TABLE>
<S> <C>
JOHN W. WHITE, Esq. WALTER F. DIEHL, JR., Esq.
CRAVATH, SWAINE & MOORE ITT CORPORATION
Worldwide Plaza 1330 Avenue of the Americas
825 Eighth Avenue New York, NY 10019-5490
New York, NY 10019-7475
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this
registration statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------
Debt Securities, Warrants to purchase Debt
Securities and Guarantees of Debt
Securities............................... $2,000,000,000(1) 100% $2,000,000,000(2) $689,655
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $2,000,000,000. Any offering of Debt
Securities or Warrants denominated in any foreign currencies or foreign
currency units will be treated as the equivalent in U.S. dollars based on
the exchange rate applicable to the purchase of such Debt Securities or
Warrants from the Registrant.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

The Registrant issuing the Debt Securities described herein is incorporated
under the name ITT Destinations, Inc. Upon consummation of the Distribution (as
defined herein), ITT Destinations, Inc. will change its name to ITT Corporation.
In order to avoid confusion, the cover page of any prospectus supplement used
with this prospectus prior to the Distribution will specify that the foregoing
name change will take place on the date of the Distribution. Similarly, the
cover page of any prospectus supplement used with this prospectus subsequent to
the Distribution will specify that the issuer formerly was named ITT
Destinations, Inc.

The Registrant guaranteeing the Debt Securities described herein is
incorporated under the name ITT Corporation. Upon consummation of the
Distribution, ITT Corporation will change its name (by way of merger) to ITT
Industries, Inc. In order to avoid confusion, the cover page of any prospectus
supplement used with this prospectus prior to the Distribution will specify that
the foregoing name change will take place on the date of the Distribution. In
addition, the cover page of such prospectus supplement will prominently indicate
that the Guarantees (as defined herein) irrevocably terminate on the date of the
Distribution. Similarly, the cover page of any prospectus supplement used with
this prospectus subsequent to the Distribution will specify that the issuer
(then named ITT Corporation) is a different corporation than ITT Industries,
Inc., which formerly was named ITT Corporation, and that ITT Industries, Inc.
will have no obligations with respect to the Debt Securities issued by the then
named ITT Corporation.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED OCTOBER 16, 1995

PROSPECTUS
ITT DESTINATIONS, INC.

Debt Securities and
Warrants to Purchase Debt Securities
Unconditionally Guaranteed (Which Guarantees Shall
Terminate Upon the Distribution) as to
Payment of Principal, Premium, if any, and Interest by

ITT CORPORATION
------------------------------

ITT Destinations, Inc. ("ITT Destinations") may offer or issue from time to
time to or through underwriters, or directly to other purchasers or through
agents, in one or more series, its unsecured debt securities ("Debt Securities")
and warrants ("Warrants") to purchase Debt Securities (the Debt Securities and
the Warrants being herein collectively called the "Securities") for proceeds up
to $2,000,000,000, or the equivalent thereof if any of the Securities are
denominated in foreign currency or a foreign currency unit.

All Debt Securities will be unconditionally guaranteed prior to the
Distribution (as defined below) as to payment of principal, premium, if any, and
interest (the "Guarantees") by ITT Corporation ("ITT"). Upon the consummation of
the Distribution, the Guarantees will irrevocably terminate and be of no further
force or effect.

The Debt Securities of each series will be offered on terms determined at
the time of sale. The Debt Securities and Warrants may be sold for U. S.
dollars, foreign currencies or foreign currency units, and the principal of,
premium, if any, and any interest on the Debt Securities may be payable in U. S.
dollars, foreign currencies or foreign currency units. The specific designation,
aggregate principal amount, the currency or currency unit in which the
principal, premium, if any, and any interest is payable, the rate (or method of
calculation) and the time of payment of any interest, authorized denominations,
maturity, offering price, any redemption terms or other specific terms of the
Securities in respect of which this Prospectus is being delivered are set forth
in the accompanying Prospectus Supplement (the "Prospectus Supplement"). With
regard to the Warrants, if any, in respect of which this Prospectus is being
delivered, the Prospectus Supplement sets forth a description of the Debt
Securities for which each Warrant is exercisable and the offering price, if any,
exercise price, duration, detachability and other terms of such Warrant.
------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------

The Securities may be sold by ITT Destinations directly to purchasers,
through agents or dealers designated from time to time, through underwriting
syndicates led by one or more managing underwriters or through one or more
underwriters. If underwriters or agents are involved in the offering of the
Securities, the name of the managing underwriter or underwriters or agents will
be set forth in the Prospectus Supplement. If an underwriter, agent or dealer is
involved in the offering of any Securities, the underwriter's discount, agent's
commission or dealer's purchase price will be set forth in, or may be calculated
from, the Prospectus Supplement, and the net proceeds to ITT Destinations from
such offering will be the public offering price of the Securities less such
discount in the case of an underwriter, the purchase price of the Securities
less such commission in the case of an agent or the purchase price of the
Securities in the case of a dealer, and less, in each case, the other expenses
of ITT Destinations associated with the issuance and distribution of the
Securities.
------------------------------

The date of this Prospectus is , 1995.
<PAGE> 4

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ITT
DESTINATIONS, ITT OR ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THOSE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE
DELIVERY OF THIS PROSPECTUS AND/OR THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES
NOT IMPLY THAT THE INFORMATION THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by ITT with the Securities and Exchange
Commission (the "Commission") (File No. 1-5627) are hereby incorporated by
reference in this Prospectus:

(a) Annual Report on Form 10-K for the year ended December 31, 1994;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1995;

(c) Proxy Statement for the Special Meeting of Stockholders on
September 21, 1995 (filed with the Commission on August 29, 1995)(the
"Proxy"); and

(d) Current Reports on Form 8-K dated February 6, March 31 and June 8,
1995.

The following document filed by ITT Destinations with the Commission (File
No. 1-13960 ) is hereby incorporated by reference in this Prospectus: Form 10
dated September 18, 1995, with respect to the shares of ITT Destinations common
stock (and related ITT Destinations Rights (as defined therein)) to be received
by the shareholders of ITT in the Distribution.

All documents filed by ITT Destinations (on or after the effectiveness of
its Form 10) and ITT (prior to the Distribution) with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities covered by this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

ITT DESTINATIONS AND ITT WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL HOLDER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN CERTAIN EXHIBITS TO SUCH
DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED TO ITT DESTINATIONS AND ITT AT
THEIR PRINCIPAL EXECUTIVE OFFICES, 1330 AVENUE OF THE AMERICAS, NEW YORK, NEW
YORK 10019-5490, ATTENTION: CORPORATE SECRETARY (TELEPHONE NUMBER:
212-258-1000).

AVAILABLE INFORMATION

ITT is subject to the informational requirements of the 1934 Act, and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Section of the Commission located
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549 and
at the following regional offices: Midwest regional office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, IL 60661-2511; and New York regional
office, 7 World Trade Center, 13th Floor, New York, NY 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
prescribed rates. Certain securities of ITT are listed on the New York and
Pacific Stock Exchanges, and such reports, proxy statements and other
information can also be inspected at the offices of such exchanges. This
Prospectus does not contain all the information set forth in the Registration
Statement and Exhibits thereto which ITT has filed with the Commission under the
Securities Act of 1933 and to which reference is hereby made.

2
<PAGE> 5

ITT Destinations has filed with the Commission a Registration Statement on
Form 10 with respect to the shares of ITT Destinations common stock (and related
ITT Destinations Rights) to be received by the shareholders of ITT in the
Distribution. It is expected that ITT Destinations will request effectiveness of
such Registration Statement prior to the Distribution. On and after the
effectiveness of such Registration Statement, ITT Destinations will be subject
to the informational requirements of the 1934 Act, and in accordance therewith
will file reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information will be available for
inspection and copying at the public reference facilities of the Commission
listed above and may be obtained by mail from the Commission as described above.
Application has been made to list the shares of ITT Destinations common stock
(and related ITT Destinations Rights) on the New York Stock Exchange ("NYSE")
and, if and when such shares of ITT Destinations common stock (and related ITT
Destinations Rights) commence trading on the NYSE, such reports, proxy
statements and other information will be available for inspection at the offices
of the NYSE. Additionally, ITT Destinations intends to provide annual reports,
containing audited financial statements, to its shareholders in connection with
its annual meetings of shareholders.

ITT DESTINATIONS

ITT Destinations, Inc. is a Nevada corporation, with World Headquarters at
1330 Avenue of the Americas, New York, New York 10019-5490. ITT Destinations,
Inc. was incorporated in 1995. Unless the context otherwise requires, references
herein to ITT Destinations include its subsidiaries.

Following the Distribution, ITT Destinations will combine the world's
largest hotel and gaming company with a premier sports and entertainment company
and information services businesses. ITT Destinations will conduct its
hospitality and entertainment business through ITT Sheraton Corporation ("ITT
Sheraton"), Ciga S.p.A., Caesars World, Inc. ("CWI") and Madison Square Garden,
L.P. and conduct its information services business through ITT World
Directories, Inc. and ITT Educational Services, Inc.. In addition, ITT
Destinations will own approximately 6% of the outstanding capital shares of
Alcatel Alsthom, a French company which owns, among other things, Alcatel N.V.,
one of the largest telecommunications equipment manufacturers in the world.

ITT

ITT Corporation is a Delaware corporation, with World Headquarters at 1330
Avenue of the Americas, New York, New York 10019-5490. Until December 31, 1983,
the corporation was known as International Telephone and Telegraph Corporation.
It is the successor (since 1968) to a Maryland corporation incorporated in 1920.
Unless the context otherwise requires, references herein to ITT include its
subsidiaries.

ITT is a diversified global enterprise engaged, directly and through its
subsidiaries, in three major business areas: Insurance, Industries and
Hospitality, Entertainment and Information Services. For financial statement
purposes, ITT's Insurance, Hospitality, Entertainment and Information Services
businesses are treated by ITT as discontinued operations. See "The
Distribution."

THE DISTRIBUTION

At a special meeting of shareholders of ITT held on September 21, 1995, in
New York, New York, the shareholders approved a group of separate but related
proposals to divide ITT into its three separate areas: (i) Insurance, (ii)
Industries and (iii) Hospitality, Entertainment and Information Services.

These proposals provide for the proposed distribution (the "Distribution")
to ITT's shareholders of all the shares of common stock of ITT Destinations,
which is a wholly owned subsidiary of ITT, and all the shares of common stock of
ITT Hartford Group, Inc. ("ITT Hartford"), which is also a wholly owned
subsidiary of ITT. The Distribution will separate ITT into three publicly owned
companies. In addition, as part of the Distribution, ITT will change its name to
ITT Industries, Inc. and ITT Destinations will change its name to ITT
Corporation. In connection with the Distribution, ITT (which is now a Delaware
corporation) also will reincorporate in Indiana. After the Distribution, ITT
Industries will continue to conduct the automotive,

3
<PAGE> 6

defense and electronics, and fluid technology businesses of ITT. ITT
Destinations, renamed ITT Corporation, will continue to conduct the Hospitality,
Entertainment and Information Services businesses of ITT. ITT Hartford will
continue to conduct the insurance businesses of ITT. In the Distribution,
holders of ITT common stock will receive one share of ITT Destinations common
stock and one share of ITT Hartford common stock for every one share of ITT
common stock held.

The Distribution is subject to various conditions, including (i) receipt of
a favorable ruling from the Internal Revenue Service as to certain federal
income tax consequences of the Distribution and (ii) all necessary consents of
any governmental or regulatory bodies having been obtained. A complete
description of the conditions precedent to the Distribution is contained in the
Proxy, which is incorporated herein by reference. ITT currently expects the
Distribution to occur prior to December 31, 1995; however, there can be no
assurance that the Distribution will occur prior to that date or at all.

If the Distribution were not to occur, ITT would remain liable for its
obligations with respect to the Debt Securities pursuant to the Guarantees.

USE OF PROCEEDS

Unless otherwise specified in the Prospectus Supplement, the net proceeds
from the sale of the Securities will be applied to the repayment of short-term
debt or will be added to the general funds of ITT Destinations to be used for
general corporate purposes.

ITT DESTINATIONS PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, -----------------------------------------
1995 1994 1993 1992 1991 1990
- -------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
1.65 1.98 3.23 1.49 1.41 *
</TABLE>

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

* Earnings were inadequate to cover total fixed charges by approximately $8
million.

These computations include ITT Destinations and its subsidiaries, and 50%
or less equity companies. For the purpose of these pro forma ratios, "earnings"
is determined by adding "fixed charges" (excluding interest capitalized), income
taxes, minority common stockholders equity in net income and amortization of
interest capitalized to income from continuing operations after eliminating
equity in undistributed earnings of companies in which at least 20% but less
than 50% equity is owned. For this purpose, "fixed charges" consists of (1)
interest on all indebtedness and amortization of debt discount and expense, (2)
interest capitalized and (3) an interest factor attributable to rentals.

ITT RATIO OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for ITT set forth above reflect the
businesses of ITT Destinations and ITT Hartford as discontinued operations for
all periods presented. These computations include ITT and its subsidiaries, and
50% or less equity companies. For the purpose of these ratios, "earnings" is
determined by adding "fixed charges" (excluding interest capitalized), income
taxes, minority common stockholders equity in net income and amortization of
interest capitalized to income from continuing operations after eliminating
equity in undistributed earnings of companies in which at least 20% but less
than 50% equity is owned. For this purpose, "fixed charges" consists of (1)
interest on all indebtedness and amortization of debt discount and expense, (2)
interest capitalized and (3) an interest factor attributable to rentals.

4
<PAGE> 7

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will constitute unsecured general obligations of ITT
Destinations and will be issued under one of the indentures described below
(each an "Indenture"), in each case among ITT Destinations, ITT and a banking
institution organized under the laws of the United States of America or of any
State thereof (each a "Trustee"). The following summary of certain provisions of
the Indentures does not purport to be complete and is qualified in its entirety
by reference to the applicable Indenture, a copy of which is filed as an exhibit
to the Registration Statement. All article and section references appearing
herein are to articles and sections of the applicable Indenture, and all
capitalized terms have the meanings specified in the applicable Indenture.

GENERAL

None of the Indentures limits the amount of Debt Securities which may be
issued thereunder. Each Indenture provides that Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by ITT Destinations and may be denominated in any currency or
currency unit designated by ITT Destinations. Except for the limitations on
liens, sale and leaseback transactions and consolidation, merger and sale of
assets of ITT Destinations and ITT referred to herein, the Indentures and the
terms of the Debt Securities do not contain any covenants or other provisions
designed to afford holders of any Debt Securities protection in the event of a
highly leveraged transaction involving either ITT Destinations or ITT. Reference
is made to the Prospectus Supplement which accompanies this Prospectus for the
following terms and other information with respect to the Debt Securities being
offered thereby: (1) the title of the Debt Securities; (2) the designation,
aggregate principal amount and authorized denominations of such Debt Securities;
(3) the percentage of their principal amount at which such Debt Securities will
be issued; (4) the currency, currencies or currency units for which the Debt
Securities may be purchased and the currency, currencies or currency units in
which the principal of, premium, if any, and any interest on such Debt
Securities may be payable; (5) the date on which such Debt Securities will
mature; (6) the rate per annum at which such Debt Securities will bear interest,
if any, or the method of determination of such rate; (7) the dates on which such
interest, if any, will be payable and the record dates for such payment dates;
(8) the Trustee under the Indenture pursuant to which the Debt Securities are to
be issued; (9) whether the Debt Securities are to be issued in the form of one
or more global securities representing all Debt Securities of that series (each
a "Global Security") and, if so, the identity of a depositary (the "Depositary")
for such Global Security or Securities; and (10) any redemption terms or other
specific terms.

If any of the Securities are sold for foreign currencies or foreign
currency units or if the principal of, premium, if any, or any interest on any
series of Debt Securities is payable in foreign currencies or foreign currency
units, the restrictions, elections, tax consequences, specific terms and other
information with respect to such issue of Securities and such currencies or
currency units will be set forth in the Prospectus Supplement relating thereto.

The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons or in bearer form with coupons. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be only Fully Registered
Securities. In addition, Debt Securities of a series may be issuable in the form
of one or more Global Securities, which will be denominated in an amount equal
to all or a portion of the aggregate principal amount of such Debt Securities.
See "Global Securities." (Sections 3.1., 3.2.)

One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and other special considerations applicable to any such series will
be described in the Prospectus Supplement relating thereto.

GUARANTEES

ITT will unconditionally guarantee (prior to the Distribution) the due and
punctual payment of the principal, premium, if any, and interest on the Debt
Securities when and as the same shall become due and payable, whether at
maturity, upon redemption, or otherwise. The Guarantees will rank equally with
all other unsecured and unsubordinated obligations of ITT. The Guarantees will
irrevocably terminate and be of no

5
<PAGE> 8

further force or effect upon the completion of the Distribution, subject to
certain conditions.(Sections 14.1., 14.2., 14.3.)

CERTAIN COVENANTS OF ITT DESTINATIONS

On and after the Distribution, each Indenture will require ITT Destinations
to comply with certain restrictive covenants. None of the Indentures will
require ITT Destinations to maintain any Restricted Subsidiaries. Accordingly,
if ITT Destinations elects not to maintain any Restricted Subsidiaries, none of
the Indentures will provide any limitations on the activity of any ITT
Destinations subsidiary. However, each Indenture will contain certain provisions
applicable to any companies maintained as Restricted Subsidiaries, and such
provisions are described below.

Definitions of Restricted Subsidiary and Unrestricted Subsidiary. The term
"Restricted Subsidiary" will be defined in each Indenture to mean any subsidiary
other than an Unrestricted Subsidiary; and the term "Unrestricted Subsidiary"
will be defined to mean (i) any subsidiary 50% or less of the voting stock of
which is owned directly by ITT Destinations and/or one or more Restricted
Subsidiaries or (ii) any subsidiary designated as an Unrestricted Subsidiary by
the ITT Destinations Board of Directors. A Restricted Subsidiary may at any time
be designated as an Unrestricted Subsidiary, and an Unrestricted Subsidiary's
designation as such may at any time be rescinded by the ITT Destinations Board
of Directors; and any subsidiary may be the subject of a series of such
designations and rescissions thereof, without limitation, except that: (i) a
subsidiary may not become an Unrestricted Subsidiary if, upon the effectiveness
thereof, it would own any capital stock of, or hold any indebtedness of, any
Restricted Subsidiary; and (ii) an Unrestricted Subsidiary may not become a
Restricted Subsidiary unless such subsidiary has outstanding no lien upon its
property which such subsidiary would be prohibited, under the restriction on
liens described below, from creating immediately after it becomes a Restricted
Subsidiary and, with certain exceptions, such subsidiary is not a party to any
lease which it would have been prohibited, under the restriction on sale and
lease-back transactions described below, from entering into had it been a
Restricted Subsidiary at the time it entered into such lease. (Section 1.1.)

Definition of Consolidated Net Tangible Assets. The term "Consolidated Net
Tangible Assets" will be defined in each Indenture to mean the total of all
assets appearing on a consolidated balance sheet of ITT Destinations and its
Restricted Subsidiaries prepared in accordance with generally accepted
accounting principles as of a date not more than 90 days prior to the date as of
which Consolidated Net Tangible Assets are to be determined, but excluding (i)
the book amount of all segregated intangible assets, (ii) all depreciation,
valuation and other reserves, (iii) current liabilities, (iv) any minority
interest in the stock and surplus of Restricted Subsidiaries, (v) investments in
subsidiaries which are not Restricted Subsidiaries, (vi) deferred income and
deferred liabilities, and (vii) other items deductible under generally accepted
accounting principles. (Section 1.1.)

The term "Capitalized Lease-Back Obligation" will be defined in each
Indenture to mean the total net rental obligations of ITT Destinations or a
Restricted Subsidiary under any lease entered into as part of a sale and
lease-back transaction involving a Principal Property discounted to present
value at the rate of 9% per annum. The term "Principal Property" will be defined
in each Indenture to mean any single property owned by ITT Destinations or any
Restricted Subsidiary having a gross book value in excess of 2% of Consolidated
Net Tangible Assets, except any such property or portion thereof which the ITT
Destinations Board of Directors by resolution declares is not of material
importance to the total business conducted by ITT Destinations and its
Restricted Subsidiaries as an entirety. (Section 1.1.)

Sale and Lease-Back. Each Indenture will provide that neither ITT
Destinations nor any Restricted Subsidiary may enter into any sale and
lease-back transaction (except for temporary leases of a term of not more than
three years and except for leases between ITT Destinations and a Restricted
Subsidiary or between Restricted Subsidiaries) involving the leasing by ITT
Destinations or any Restricted Subsidiary of any Principal Property, more than
120 days after the acquisition thereof or the completion of construction and
commencement of full operation thereof, unless either (i) ITT Destinations
applies an amount equal to the greater of the fair value (as determined by the
ITT Destinations Board of Directors) of such property or the

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net proceeds of such sale, within 120 days, to the retirement of Debt Securities
or other indebtedness ranking on a parity with the Debt Securities, or to the
acquisition, construction, development or improvement of properties, facilities
or equipment used for operating purposes which are, or upon such acquisition,
construction, development or improvement will be, a Principal Property or a part
thereof, or (ii) at the time of entering into such transaction, such Principal
Property could have been subjected to a mortgage securing indebtedness in a
principal amount equal to the Capitalized Lease-Back Obligation (as defined)
with respect to such Principal Property under clause (m) of the provision for
limitations on liens referred to below without securing the Debt Securities as
contemplated by that provision. (Section 4.5.)

Liens. Each Indenture will prohibit ITT Destinations and its Restricted
Subsidiaries from creating any mortgages or other liens upon any Principal
Property (without securing the Debt Securities equally and ratably with all
other indebtedness secured thereby), with the following exceptions: (a)
mortgages or other liens on any such property acquired, constructed or improved
by ITT Destinations or a Restricted Subsidiary to secure or provide for the
payment of any part of the purchase price of such property or the cost of such
construction or improvement, or any mortgage or other lien on any such property
existing at the time of acquisition thereof; (b) any mortgage or other lien on
any property of another company existing at the time it is acquired by merger,
consolidation or acquisition of substantially all of its stock or its assets;
(c) pledges or deposits to secure payment of workers' compensation or insurance
premiums, or relating to tenders, bids, contracts (except contracts for the
payment of money) or leases; (d) pledges or liens in connection with tax
assessments or other governmental charges, or as security required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege or right; (e) pledges or liens to secure a stay of
process in proceedings to enforce a contested liability, or required in
connection with the institution of legal proceedings or in connection with any
other order or decree in any such proceeding or in connection with any contest
of any tax or other governmental charge, or deposits with a governmental agency
entitling ITT Destinations or a Restricted Subsidiary to maintain self-insurance
or to participate in other specified insurance arrangements; (f) mechanics',
carriers', workmen's and other like liens; (g) encumbrances in favor of the U.
S. Government to secure progress or advance payments; (h) mortgages, pledges or
other liens securing any indebtedness incurred to finance the cost of property
leased to the U. S. Government at a rental sufficient to pay the principal of
and interest on such indebtedness; (i) mortgages or other liens securing
indebtedness of a Restricted Subsidiary to ITT Destinations or to a Restricted
Subsidiary; (j) mortgages, pledges or other liens affecting property securing
indebtedness of a governmental authority issued to finance the cost of a
pollution control program with respect to operations of ITT Destinations or a
Restricted Subsidiary; (k) renewals, extensions and replacements of any
permitted mortgage, lien, deposit or encumbrance, provided the amount secured is
not increased; (l) mortgages or other liens on any such property existing on the
date of such Indenture; and (m) the creation of any other mortgage, pledge or
other lien, if, after giving effect to the creation thereof, the total of (i)
the aggregate principal amount of indebtedness of ITT Destinations and its
Restricted Subsidiaries secured by all mortgages, pledges or other liens created
under the provisions referred to in this clause (m), plus (ii) the aggregate
amount of Capitalized Lease-Back Obligations of ITT Destinations and its
Restricted Subsidiaries under the entire unexpired terms of all leases entered
into in connection with sale and lease-back transactions which would have been
precluded by the provision for limitations on such transactions described above,
but for the satisfaction of the condition referred to in clause (ii) of the
description of such provision, will not exceed an amount equal to 15% of
Consolidated Net Tangible Assets (as defined).

The lease of any property and rental obligations thereunder (whether or not
involving a sale and lease-back and whether or not capitalized) shall not be
deemed to create a lien. The sale or other transfer of (a) timber or other
natural resources in place for a period of time until, or in an amount such
that, the purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such resources, or (b) any other interest
in property of the character commonly referred to as a "production payment",
shall not be deemed to create a lien. (Section 4.6.)

Consolidation, Merger or Sale. Each Indenture will permit the
consolidation or merger of ITT Destinations with or into any other corporation,
or the merger into ITT Destinations of any other corporation, or the sale by ITT
Destinations of its property and assets as, or substantially as, an entirety, or
otherwise;

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<PAGE> 10

provided, however, (a) that, in case of any such consolidation or merger the
corporation resulting from such consolidation or any corporation other than ITT
Destinations into which such merger shall be made shall succeed to and be
substituted for ITT Destinations with the same effect as if it has been named
therein as a party thereto and shall become liable and be bound for, and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, the due and punctual payment of the principal of, premium, if any, and
interest, if any, on all the Debt Securities of each series and the coupons, if
any, appertaining thereto and the performance and observance of each and every
covenant and condition of the applicable Indenture on the part of ITT
Destinations to be performed or observed, and (b) that, as a condition of any
such sale of the property and assets of ITT Destinations as, or substantially
as, an entirety, the corporation to which such property and assets shall be sold
shall (i) expressly assume, as a part of the purchase price thereof, the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
all the Debt Securities of each series and the coupons, if any, appertaining
thereto and the performance and observance of all the covenants and conditions
of the applicable Indenture on the part of ITT Destinations to be performed or
observed, and (ii) simultaneously with the delivery to it of the conveyances or
instruments of transfer of such property and assets, execute and deliver to the
Trustee a supplemental indenture, in form satisfactory to the Trustee, whereby
such purchasing corporation shall so assume the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Debt Securities
of each series and the coupons, if any, appertaining thereto and the performance
and observance of each and every covenant and condition of the applicable
Indenture on the part of ITT Destinations to be performed or observed, to the
same extent that ITT Destinations is bound and liable.

ITT Destinations will not consolidate with any other corporation or accept
a merger of any other corporation into ITT Destinations or permit ITT
Destinations to be merged into any other corporation, or sell its properties and
assets as, or substantially as, an entirety, except upon the terms and
conditions set forth in the applicable Indenture. Upon any consolidation or
merger, or any sale of the properties and assets of ITT Destinations as, or
substantially as, an entirety in accordance with the provisions of the
applicable Indenture, the corporation formed by such consolidation or into which
ITT Destinations shall have been merged or to which such sale shall have been
made shall succeed to and be substituted for ITT Destinations with the same
effect as if it had been named therein as a party thereto and thereafter from
time to time such successor corporation may exercise each and every right and
power of ITT Destinations under each Indenture, in the name of ITT Destinations
or in its own name; and any act or proceeding by any provision of the applicable
Indenture required or permitted to be done by the Board of Directors or any
officer of ITT Destinations may be done with like force and effect by the like
board or officer of any corporation that shall at the time be the successor of
ITT Destinations thereunder. In the event of the sale by ITT Destinations of its
properties and assets as, or substantially as, an entirety upon the terms and
conditions of the applicable Indenture, ITT Destinations shall be released from
all its liabilities and obligations thereunder and under the Debt Securities.
(Section 12.1.)

Each Indenture will provide that ITT may, prior to the completion of the
Distribution, assume the obligations of ITT Destinations under such Indenture
and the Securities without the consent of the Holders, provided certain
conditions are met. Upon such assumption, ITT Destinations will be released from
all obligations and covenants under the applicable Indenture and the Securities.
(Section 12.4.)

The Trustee, subject to the provisions of the applicable Indenture, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger or sale, and any such assumption, complies with the
provisions of the Indenture. (Section 12.3.)

CERTAIN COVENANTS OF ITT

Prior to the Distribution, each Indenture will require ITT and its Domestic
Subsidiaries to comply with certain restrictive covenants. None of the
Indentures will require ITT to maintain any Domestic Subsidiaries. Accordingly,
if ITT elects not to maintain any Domestic Subsidiaries, none of the Indentures
will provide any limitations on the activity of any ITT subsidiary. However,
each Indenture will contain certain provisions applicable to any companies
maintained as Domestic Subsidiaries, and such provisions are described below.

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<PAGE> 11

Definition of Domestic Subsidiary. The term "Domestic Subsidiary" will be
defined in each Indenture to mean any subsidiary which is neither a Foreign
Subsidiary nor an Unrestricted Subsidiary. "Foreign Subsidiary" will be defined
to mean any subsidiary substantially all of the operating assets of which are
located, or substantially all of the business of which is carried on, outside
the United States of America and its territories and possessions, but such term
shall not include any subsidiary incorporated under the laws of any state of the
United States, substantially all of the assets of which consist of securities of
other subsidiaries. (Section 1.1.)

Definitions of Restricted Subsidiary and Unrestricted Subsidiary. In the
case of ITT, the term "Restricted Subsidiary" will be defined in each Indenture
to mean any subsidiary other than an Unrestricted Subsidiary; and the term
"Unrestricted Subsidiary" will be defined to mean (i) any subsidiary 50% or less
of the voting stock of which is owned directly by ITT and/or one or more
Restricted Subsidiaries, or (ii) any subsidiary designated as an Unrestricted
Subsidiary by the ITT Board of Directors. A Restricted Subsidiary may at any
time be designated as an Unrestricted Subsidiary, and an Unrestricted
Subsidiary's designation as such may at any time be rescinded by the ITT Board
of Directors; and any subsidiary may be the subject of a series of such
designations and rescissions thereof, without limitation, except that: (i) a
subsidiary may not become an Unrestricted Subsidiary if, upon the effectiveness
thereof, it would own any capital stock of, or hold any indebtedness of, any
Restricted Subsidiary; and (ii) an Unrestricted Subsidiary may not become a
Restricted Subsidiary unless such subsidiary has outstanding no lien upon its
property which such subsidiary would be prohibited, under the restriction on
liens described below, from creating immediately after it becomes a Restricted
Subsidiary and, with certain exceptions, such subsidiary is not a party to any
lease which it would have been prohibited, under the restriction on sale and
lease-back transactions described below, from entering into had it been a
Restricted Subsidiary at the time it entered into such lease. (Section 1.1.)

Definition of Consolidated Net Tangible Assets. In the case of ITT, the
term "Consolidated Net Tangible Assets" will be defined in each Indenture to
mean the total of all assets appearing on a consolidated balance sheet of ITT
and its Domestic Subsidiaries prepared in accordance with generally accepted
accounting principles as of a date not more than 90 days prior to the date as of
which Consolidated Net Tangible Assets are to be determined, but excluding (i)
the book amount of all segregated intangible assets, (ii) all depreciation,
valuation and other reserves, (iii) current liabilities, (iv) any minority
interest in the stock and surplus of Domestic Subsidiaries, (v) investments in
subsidiaries which are not Domestic Subsidiaries, (vi) deferred income and
deferred liabilities, and (vii) other items deductible under generally accepted
accounting principles. (Section 1.1.)

In the case of ITT, the term "Capitalized Lease-Back Obligation" will be
defined in each Indenture to mean the total net rental obligations of ITT or a
Domestic Subsidiary under any lease entered into as part of a sale and
lease-back transaction involving a Principal Property discounted to present
value at the rate of 9% per annum. In the case of ITT, the term "Principal
Property" will be defined in each Indenture to mean any single manufacturing or
processing facility owned by ITT or any Domestic Subsidiary having a gross book
value in excess of 2% of Consolidated Net Tangible Assets, except any such
facility or portion thereof which the ITT Board of Directors by resolution
declares is not of material importance to the total business conducted by ITT
and its Domestic Subsidiaries as an entirety. (Section 1.1.)

Sale and Lease-Back. Each Indenture will provide that neither ITT nor any
Domestic Subsidiary may enter into any sale and lease-back transaction (except
for temporary leases of a term of not more than three years and except for
leases between ITT and a Domestic Subsidiary or between Domestic Subsidiaries)
involving the leasing by ITT or any Domestic Subsidiary of any Principal
Property, more than 120 days after the acquisition thereof or the completion of
construction and commencement of full operation thereof, unless either (i) ITT
applies an amount equal to the greater of the fair value (as determined by the
ITT Board of Directors) of such property or the net proceeds of such sale,
within 120 days, to the retirement of Debt Securities or other indebtedness
ranking on a parity with the Debt Securities, or to the acquisition,
construction, development or improvement of properties, facilities or equipment
used for operating purposes which are, or upon such acquisition, construction,
development or improvement will be, a Principal Property or a part thereof, or
(ii) at the time of entering into such transaction, such Principal Property
could have been subjected to a mortgage securing indebtedness in a principal
amount equal to the Capitalized Lease-Back

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Obligation (as defined) with respect to such Principal Property under clause (1)
of the provision for limitations on liens referred to below without securing the
Debt Securities as contemplated by that provision. (Section 5.1.)

Liens. Each Indenture will prohibit ITT and its Domestic Subsidiaries from
creating any mortgages or other liens upon any Principal Property (without
securing the Debt Securities equally and ratably with all other indebtedness
secured thereby), with the following exceptions: (a) mortgages or other liens on
any such property acquired, constructed or improved by ITT or a Domestic
Subsidiary to secure or provide for the payment of any part of the purchase
price of such property or the cost of such construction or improvement, or any
mortgage or other lien on any such property existing at the time of acquisition
thereof; (b) any mortgage or other lien on any property of another company
existing at the time it is acquired by merger, consolidation or acquisition of
substantially all of its stock or its assets; (c) pledges or deposits to secure
payment of workers' compensation or insurance premiums, or relating to tenders,
bids, contracts (except contracts for the payment of money) or leases; (d)
pledges or liens in connection with tax assessments or other governmental
charges, or as security required by law or governmental regulation as a
condition to the transaction of any business or the exercise of any privilege or
right; (e) pledges or liens to secure a stay of process in proceedings to
enforce a contested liability, or required in connection with the institution of
legal proceedings or in connection with any other order or decree in any such
proceeding or in connection with any contest of any tax or other governmental
charge, or deposits with a governmental agency entitling ITT or a Domestic
Subsidiary to maintain self-insurance or to participate in other specified
insurance arrangements; (f) mechanics', carriers', workmen's and other like
liens; (g) encumbrances in favor of the U. S. Government to secure progress or
advance payments; (h) mortgages, pledges or other liens securing any
indebtedness incurred to finance the cost of property leased to the U. S.
Government at a rental sufficient to pay the principal of and interest on such
indebtedness; (i) mortgages or other liens securing indebtedness of a Domestic
Subsidiary to ITT or to a Domestic Subsidiary; (j) mortgages, pledges or other
liens affecting property securing indebtedness of a governmental authority
issued to finance the cost of a pollution control program with respect to
operations of ITT or a Domestic Subsidiary; (k) renewals and extensions of any
permitted mortgage, lien, deposit or encumbrance, provided the amount secured is
not increased; and (l) the creation of any other mortgage, pledge or other lien,
if, after giving effect to the creation thereof, the total of (i) the aggregate
principal amount of indebtedness of ITT and its Domestic Subsidiaries secured by
all mortgages, pledges or other liens created under the provisions referred to
in this clause (l), plus (ii) the aggregate amount of Capitalized Lease-Back
Obligations of ITT and its Domestic Subsidiaries under the entire unexpired
terms of all leases entered into in connection with sale and lease-back
transactions which would have been precluded by the provision for limitations on
such transactions described above but for the satisfaction of the condition
referred to in clause (ii) of the description of such provision, will not exceed
an amount equal to 5% of Consolidated Net Tangible Assets (as defined).

Consolidation, Merger or Sale. Each Indenture will permit the
consolidation or merger of ITT with or into any other corporation, or the merger
into ITT of any other corporation, or the sale by ITT of its property and assets
as, or substantially as, an entirety, or otherwise; provided, however, (a) that,
in case of any such consolidation or merger the corporation resulting from such
consolidation or any corporation other than ITT into which such merger shall be
made shall succeed to and be substituted for ITT with the same effect as if it
has been named therein as a party thereto and shall become liable and be bound
for, and shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, the due and punctual payment of the principal of,
premium, if any, and interest, if any, on all the Debt Securities of each series
and the coupons, if any, appertaining thereto and the performance and observance
of each and every covenant and condition of the applicable Indenture on the part
of ITT to be performed or observed, and (b) that, as a condition of any

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such sale of the property and assets of ITT as, or substantially as, an
entirety, the corporation to which such property and assets shall be sold shall
(i) expressly assume, as a part of the purchase price thereof, the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
all the Debt Securities of each series and the coupons, if any, appertaining
thereto and the performance and observance of all the covenants and conditions
of the applicable Indenture on the part of ITT to be performed or observed, and
(ii) simultaneously with the delivery to it of the conveyances or instruments or
transfer of such property and assets, execute and deliver to the Trustee a
supplemental indenture, in form satisfactory to the Trustee, whereby such
purchasing corporation shall so assume the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Debt Securities
of each series and the coupons, if any, appertaining thereto and the performance
and observance of each and every covenant and condition of the applicable
Indenture on the part of ITT to be performed or observed, to the same extent
that ITT is bound and liable.

ITT will not consolidate with any other corporation or accept a merger of
any other corporation into ITT or permit ITT to be merged into any other
corporation, or sell its properties and assets as, or substantially as, an
entirety, except upon the terms and conditions set forth in the applicable
Indenture. Upon any consolidation or merger, or any sale of the properties and
assets of ITT as, or substantially as, an entirety in accordance with the
provisions of the applicable Indenture, the corporation formed by such
consolidation or into which ITT shall have been merged or to which such sale
shall have been made shall succeed to and be substituted for ITT with the same
effect as if it had been named therein as a party thereto and thereafter from
time to time such successor corporation may exercise each and every right and
power of ITT under each Indenture, in the name of ITT or in its own name; and
any act or proceeding by any provision of the applicable Indenture required or
permitted to be done by the Board of Directors or any officer of ITT may be done
with like force and effect by the like board or officer of any corporation that
shall at the time be the successor of ITT thereunder. In the event of the sale
by ITT of its properties and assets as, or substantially as, an entirety upon
the terms and conditions of the applicable Indenture, ITT shall be released from
all its liabilities and obligations thereunder and with respect to the Debt
Securities. (Section 12.2.)

Except for the limitations on liens, sale and leaseback transactions and
consolidation, merger and sale of assets of ITT Destinations and ITT referred to
above, the Indentures and the terms of the Debt Securities do not contain any
covenants or other provisions designed to afford holders of any Debt Securities
protection in the event of a highly leveraged transaction involving either ITT
Destinations or ITT.

REDEMPTION PURSUANT TO GAMING LAWS

If a holder or beneficial owner of a Debt Security is required by any
gaming authority to be licensed or found qualified or suitable to hold or own
the Debt Securities and such holder is not licensed or found qualified or
suitable within any time specified by such gaming authority or such gaming
authority denies a license to or finds unqualified or unsuitable such holder,
ITT Destinations will have the right at its option to require such holder to
dispose of such holder's Debt Securities within the time period prescribed by
ITT Destinations or such other time period as may be prescribed by any gaming
authority, which time period shall be specified in a written notice from ITT
Destinations. If the holder having been given the opportunity by ITT
Destinations to dispose of such Debt Securities fails to do so within the
prescribed time period, ITT Destinations will have the right to call for
redemption such holder's Debt Securities by notice of redemption to such person.
On any such redemption, the redemption price shall be the lesser of (a) the
lowest closing sale price of the Debt Securities on any trading day during the
120 day period commencing on the date upon which ITT Destinations shall have
received notice from a gaming authority of such holder's disqualification or (b)
the price at which such holder acquired the Debt Securities, unless a different
redemption price is required by such gaming authority, in which event such
required price shall be the redemption price. (Section 16.5.)

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MODIFICATION OF INDENTURE

Each applicable Indenture, the rights and obligations of ITT Destinations
and ITT thereunder and the rights of the Holders thereunder may be modified with
respect to one or more series of Debt Securities issued under such Indenture
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of each such series
(including Debt Securities of each such series issuable upon exercise of
unexpired Warrants) affected by the modification or amendment. No modification
of the terms of payment of principal or interest or the Guarantees, and no
modification reducing the percentage required for modifications, is effective
against any Holder without its consent. For the purpose of these provisions
solely, a holder of an unexpired Warrant shall be deemed to be the Holder of the
principal amount of Debt Securities issuable upon exercise of such Warrant.
(Section 11.2.)

EVENTS OF DEFAULT

Except as may otherwise be set forth in each Prospectus Supplement, each
Indenture provides that the following are Events of Default thereunder with
respect to any series of Debt Securities issued thereunder: (i) default in the
payment of the principal of (or premium, if any, on) any Debt Security of such
series when and as the same shall be due and payable; (ii) default in the
deposit of a sinking fund payment, if any, when and as the same shall be due and
payable by the terms of the Debt Securities of such series; (iii) default for 30
days in the payment of any installment of interest on any Debt Security of such
series; (iv) default for 60 days after notice in the performance of any other
covenant in respect of the Debt Securities or Guarantees of such series
contained in such Indenture; (v) acceleration (after the Distribution) of
certain debt instruments of at least $10,000,000 aggregate principal amount of
ITT Destinations, which acceleration shall not have been rescinded or annulled
within 30 days after notice; (vi) certain events in bankruptcy, insolvency or
reorganization of ITT (prior to the Distribution) or ITT Destinations; (vii) the
Guarantee of the Debt Securities ceases to be in full force and effect (other
than as a result of the release of such Guarantee upon the Distribution or
otherwise in accordance with the terms of the Indenture); or (viii) any other
Event of Default provided in the applicable Board Resolution or supplemental
indenture under which such series of Debt Securities is issued. (Section 7.1.)
An Event of Default with respect to a particular series of Debt Securities
issued under an Indenture does not necessarily constitute an Event of Default
with respect to any other series of Debt Securities issued under such Indenture.
The applicable Trustee may withhold notice to the Holders of any series of Debt
Securities of any default with respect to such series (except in the payment of
principal or interest) if it considers such withholding in the interests of such
Holders. (Section 7.11.)

If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the applicable Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of such
series may declare the principal, or in the case of discounted Debt Securities,
such portion thereof as may be described in the Prospectus Supplement
accompanying this Prospectus, of all the Debt Securities of such series to be
due and payable immediately, provided, however, that, subject to certain
conditions, any such declaration and its consequences may be rescinded and
annulled by the Holders of not less than a majority in aggregate principal
amount of the Debt Securities of such series. (Section 7.1.)

Each Indenture will require the annual filing by ITT Destinations and ITT
(prior to the Distribution) with the applicable Trustee of a certificate, signed
by a specified officer, stating whether or not such officer has obtained
knowledge of any default by ITT or ITT Destinations, as the case may be, in the
performance, observance or fulfillment of any condition or covenant of such
Indenture, and, if so, specifying each such default and the nature thereof.
(Sections 4.7., 5.3.)

Subject to provisions relating to its duties in case of default, a Trustee
shall be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request, order or direction of any Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity. (Section
8.2.) Subject to such provisions for indemnification, the Holders of a majority
in principal amount of the Debt Securities of any series may direct the time,
method and place of conducting any proceeding or any remedy available to the
appropriate Trustee, or exercising any trust or power conferred upon such
Trustee, with respect to the Debt Securities of such series. (Section 7.9.)

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PAYMENT AND TRANSFER

Principal of, premium, if any, and interest, if any, on Fully Registered
Securities are to be payable at the place or places designated by ITT
Destinations for such purposes, provided that payment of interest, if any, may
be made at the option of ITT Destinations by check mailed to the persons in
whose names such Securities are registered at the close of business on the day
or days specified in the Prospectus Supplement accompanying this Prospectus. The
principal of, premium, if any, and interest, if any, on Debt Securities in other
forms will be payable in such manner and at such place or places as may be
designated by ITT Destinations and specified in the applicable Prospectus
Supplement. (Sections 3.1., 4.1., 4.2.)

Fully Registered Securities may be transferred or exchanged at the
Corporate Trust Office of the Trustee under the applicable Indenture or at any
other office or agency maintained by ITT Destinations for such purposes, subject
to the limitations contained in the Indenture, without the payment of any
service charge except for any tax or governmental charge incidental thereto.
Provisions with respect to the transfer and exchange of Debt Securities in other
forms will be set forth in the applicable Prospectus Supplement. (Sections 3.1.,
3.6.)

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, the Depositary identified in the Prospectus Supplement relating to such
series. Unless and until it is exchanged in whole or in part for Debt Securities
in definitive form, a Global Security may not be transferred except as a whole
to a nominee of the Depositary for such Global Security, or by a nominee of such
Depositary to such Depositary, or to a successor of such Depositary or a nominee
of such successor. (Section 2.4.)

The specific terms of the depositary arrangement with respect to any series
of Debt Securities and the rights of and limitations on owners of beneficial
interests in a Global Security representing all or a portion of a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series.

DEFEASANCE

Except as may otherwise be provided in the applicable Prospectus Supplement
with respect to the Securities of any series (Section 3.1.), each Indenture
provides that ITT Destinations and ITT shall be discharged from their
obligations with respect to the Securities of a series at any time prior to the
Stated Maturity or redemption thereof when (a) ITT Destinations has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds in the currency or
currency unit in which the Securities are denominated to pay the principal of
(and premium, if any), and interest to Stated Maturity (or redemption) on, the
Securities of such series, or (ii) such amount of direct obligations of, or
obligations the principal of and interest on which are fully guaranteed by, the
government which issued the currency in which the Securities are denominated,
and which are not subject to prepayment, redemption or call, as will, together
with the predetermined and certain income to accrue thereon without
consideration of any reinvestment thereof, be sufficient to pay when due the
principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series, and (b) ITT Destinations has paid
all other sums payable with respect to the Securities of such series. Upon such
discharge, the Holders of the Securities of such series shall no longer be
entitled to the benefits of the Indenture, except for the purposes of
registration of transfer and exchange of the Securities of such series, and
replacement of lost, stolen or mutilated Securities, and shall look only to such
deposited funds or obligations for payment. (Sections 13.1., 13.3.)

Under Federal income tax law as of the date of this Prospectus, such
deposit and discharge may be treated as an exchange of the related Securities.
As a consequence, each Holder of such Securities might be required to recognize
gain or loss equal to the difference between the Holder's cost or other tax
basis for the Securities and the value of the Holder's interest in the trust.
Such Holders thereafter might be required to include in income a different
amount than would be includable in the absence of the discharge. Prospective
investors are urged to consult their own tax advisers as to the specific
consequences of such a deposit and discharge, including the applicability and
effect of tax laws other than the Federal income tax law.

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<PAGE> 16

CONCERNING THE TRUSTEES

Business and other relationships (including other trusteeships) between ITT
Destinations, ITT and their subsidiaries and each Trustee under any Indenture
pursuant to which any of the Debt Securities to which the Prospectus Supplement
accompanying this Prospectus relates are described in such Prospectus
Supplement.

DESCRIPTION OF WARRANTS

The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of one or more separate Warrant Agreements
(each a "Warrant Agreement"), in each case between ITT Destinations and a
banking institution organized under the laws of the United States of America or
any State thereof, as Warrant Agent (each a "Warrant Agent"), a form of which
will be filed as an exhibit to a Current Report on Form 8-K.

GENERAL

The Warrants, whether evidenced by Warrant Certificates (the "Warrant
Certificates") or not so evidenced, may be issued under a Warrant Agreement
independently or together with any Debt Securities offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities. If
Warrants are offered, the Prospectus Supplement will describe the terms of the
Warrants, including the following: (i) the offering price, if any; (ii) the
designation, aggregate principal amount, and terms of the Debt Securities
purchasable upon exercise of the Warrants; (iii) if applicable, the designation
and terms of the Debt Securities with which the Warrants are issued and the
number of Warrants issued with each such Debt Security; (iv) if applicable, the
date on and after which the Warrants and the related Debt Securities will be
separately transferable; (v) the principal amount of Debt Securities purchasable
upon exercise of one Warrant and the price at which such principal amount of
Debt Securities may be purchased upon such exercise; (vi) the date on which the
right to exercise the Warrants shall commence and the date on which such right
shall expire; (vii) federal income tax consequences; (viii) whether the Warrants
represented by the Warrant Certificates will be issued in registered or bearer
form; (ix) whether the Warrants will be issued in certificated or uncertificated
form; and (x) any other terms of the Warrants.

Warrant Certificates, if any, may be exchanged for new Warrant Certificates
of different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of holders of Debt Securities (except to the extent that the consent
of Warrantholders may be required for certain modifications of the terms of the
Indenture and the series of Debt Securities issuable upon exercise of the
Warrants) and are not entitled to payments of principal, premium, if any, or
interest, if any, on such Debt Securities.

EXERCISE OF WARRANTS

Warrants may be exercised by surrendering the Warrant Certificate, if any,
at the corporate trust office of the Warrant Agent or at the corporate trust
office of the Co-Warrant Agent, if any, with the form of election to purchase on
the reverse side of the Warrant Certificate, if any, properly completed and
executed, and by payment in full of the exercise price, as set forth in the
Prospectus Supplement. Upon exercise of Warrants, the Warrant Agent or
Co-Warrant Agent, if any, will, as soon as practicable, deliver the Debt
Securities in authorized denominations in accordance with the instructions of
the exercising Warrantholder and at the sole cost and risk of such holder. If
less than all of the Warrants evidenced by the Warrant Certificate, if any, are
exercised, a new Warrant Certificate will be issued, if sufficient time exists
prior to the expiration of the exercise period, for the remaining amount of
Warrants.

REDEMPTION PURSUANT TO GAMING LAWS

If a holder or beneficial owner of a Warrant is required by any gaming
authority to be licensed or found qualified or suitable to hold or own the
Warrants and such holder is not licensed or found qualified or suitable within
any time specified by such gaming authority or such gaming authority denies a
license to or finds unqualified or unsuitable such holder, ITT Destinations will
have the right at its option to require such holder to dispose of such holder's
Warrants within the time period prescribed by ITT Destinations or such other
time period as may be prescribed by any gaming authority, which time period
shall be specified in a written notice

14
<PAGE> 17

from ITT Destinations. If the holder having been given the opportunity by ITT
Destinations to dispose of such Warrants fails to do so within the prescribed
time period, ITT Destinations will have the right to call for redemption such
holder's Warrants by notice of redemption to such person. On any such
redemption, the redemption price shall be the lesser of (a) the lowest closing
sale price of the Warrants on any trading day during the 120 day period
commencing on the date upon which ITT Destinations shall have received notice
from a gaming authority of such holder's disqualification or (b) the price at
which such holder acquired the Warrants, unless a different redemption price is
required by such gaming authority, in which event such required price shall be
the redemption price.

CASINO GAMING REGULATION

ITT Destination's gaming operations consist of Ceasars Palace in Las Vegas,
Ceasars Atlantic City in Atlantic City and Ceasars Tahoe in Stateline, Nevada
(each of which was acquired by ITT in January 1995), ITT Sheraton's Desert Inn
Resort's Casino in Las Vegas, the Sheraton Casino in Tunica County, Mississippi,
and various hotel/casino operations of ITT Sheraton and CWI outside the United
States. These gaming operations are subject to extensive regulation, including
the following:

NEVADA GAMING REGULATION

The ownership and/or operation of casino gaming facilities in Nevada are
subject to state and local regulation. Nevada's casino gaming laws, regulations
and supervisory procedures are extensive and reflect certain broad declarations
of public policy. In general, Nevada's gaming laws, regulations and supervisory
procedures seek to (i) prevent unsavory or unsuitable persons from having any
direct or indirect involvement with gaming at any time or in any capacity, (ii)
establish and maintain responsible accounting practices and procedures, (iii)
maintain effective control over the financial practices of licensees, including
establishing minimum procedures for internal fiscal affairs and the safeguarding
of assets and revenues, providing reliable recordkeeping, and making periodic
reports to the applicable casino gaming authority, (iv) prevent cheating and
fraudulent practices and (v) provide a source of state and local revenues
through taxation and licensing fees.

The Nevada Gaming Commission (the "Nevada Commission") may, in its
discretion, require the holder of any debt security of ITT Destinations or any
affiliated company of ITT Destinations to file an application, be investigated
and found suitable to own such debt security. If the Nevada Commission
determines that a person is unsuitable to own such debt security, then pursuant
to the Nevada Gaming Control Act (the "Nevada Act"), ITT Destinations and its
affiliated Nevada gaming companies, the Sheraton Desert Inn Companies and the
Caesars Nevada Companies, can be sanctioned, including the loss of their
approvals, if without the prior approval of the Nevada Commission, they: (i) pay
to the unsuitable person any dividend, interest or any distribution whatsoever;
(ii) recognize any voting right by such unsuitable person in connection with
such securities; (iii) pay the unsuitable person remuneration in any form; or
(iv) make any payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation or similar transaction. See "Description of
Debt Securities -- Redemption Pursuant to Gaming Laws".

Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
by the Chairman of the Nevada State Gaming Control Board may be found
unsuitable. Any holder of any equity or debt security found unsuitable and who
holds, directly or indirectly, any beneficial ownership of ITT Destinations'
debt or equity voting securities beyond such period or periods of time as may be
prescribed by the Nevada Commission may be guilty of a gross misdemeanor. ITT
Destinations could be subject to disciplinary action if, without the prior
approval of the Nevada Commission and after ITT Destinations receives notice
that a person is unsuitable to be an equity or debt security holder or to have
any other relationship with ITT Destinations, ITT Sheraton, Sheraton Gaming
Corporation, Sheraton Desert Inn Corporation, CWI, Ceasars Palace Corporation or
Desert Palace, Inc. or any one of them either (i) pays to the unsuitable person
any dividend, interest or any distribution whatsoever, (ii) recognizes any
voting right by such unsuitable person in connection with such securities, (iii)
pays the unsuitable person remuneration in any form, (iv) makes any payment to
the unsuitable person by way of principal, redemption,

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<PAGE> 18

conversion, exchange, liquidation or similar transaction or (v) fails to pursue
all lawful efforts to require such unsuitable person to relinquish his
securities including, if necessary, the immediate purchase of such securities
for cash at fair market value.

NEW JERSEY GAMING REGULATION

Casino gaming in New Jersey is subject to strict compliance with the New
Jersey Casino Control Act (the "New Jersey Act"), the strict supervision of the
New Jersey Gaming Commission (the "New Jersey Commission") and compliance with
the regulations adopted by the New Jersey Commission. The New Jersey gaming laws
and regulations primarily concern (a) the financial stability and character of
casino operators, their employees, their security holders and others financially
interested in casino operations, and (b) the operating methods -- including the
rules of the games and credit issuance procedures -- and the financial and
accounting procedures used in connection with casino operations. The New Jersey
gaming laws and regulations include detailed provisions concerning, among other
things, (i) the type, manner and number of applications and licenses required to
conduct casino gaming and ancillary activities, (ii) the licensing, regulation
and curricula of gaming schools, (iii) the establishment of minimum standards of
accounting and internal control, including the issuance and enforceability of
casino credit, (iv) the manufacture, sale, distribution and possession of gaming
equipment, (v) the rules of the games, (vi) the exclusion of undesirable
persons, (vii) the use, regulation and reporting of junket activities, (viii)
the possession, sale and distribution of alcoholic beverages, (ix) the
regulation and licensing of suppliers to licensed casino operators, (x) the
conduct of entertainment within licensed casino facilities, (xi) equal
employment opportunity for employees of licensed casino operators, contractors
for casino facilities and the like, (xii) the payment of gross revenue taxes and
similar fees and expenses, (xiii) the conduct of casino simulcasting and (xiv)
the imposition and discharge of casino reinvestment development obligations. A
number of these regulations require practices which are different from those in
many casinos elsewhere. As a prerequisite to being licensed, a New Jersey
casino/hotel facility must meet certain facilities requirements concerning,
among other things, the size and number of guest rooms.

CWI's casino gaming operations in Atlantic City, New Jersey are conducted
by Boardwalk Regency Corporation ("BRC"), which is a wholly owned subsidiary of
Caesars New Jersey, Inc. ("CNJ"), which, in turn, is a wholly owned subsidiary
of CWI, which in turn, will be a wholly owned subsidiary of ITT Sheraton (ITT
Sheraton, CWI, CNJ and BRC collectively referred to as the "Caesars New Jersey
Companies"). After the Distribution, ITT Sheraton will be a wholly owned
subsidiary of ITT Destinations. As a prerequisite to BRC holding a license, ITT
Destinations, ITT Sheraton, CWI and CNJ have to be approved by the New Jersey
Commission due to their corporate relationship to BRC. Thus, any debt or equity
security holder of ITT Destinations, ITT Sheraton, CWI or CNJ will have to be
found qualified. The qualification requirement of any debt or equity security
holder of ITT Destinations may be waived based on an express finding by the New
Jersey Commission, with the consent of the Director of the New Jersey Division
of Gaming Enforcement ("DGE"), that the security holder either (a)(i) is not
significantly involved in the activities of BRC, (ii) does not have the ability
to control ITT Destinations, ITT Sheraton, CWI, CNJ or BRC and (iii) does not
have the ability to elect one or more members of the respective boards of
directors of ITT Destinations, ITT Sheraton, CWI, CNJ or BRC, or (b) is an
"institutional investor", as such term is defined in the New Jersey Act and
regulations; for purposes of the former, the New Jersey Act presumes that any
non-"institutional investor" security holder who owns or beneficially holds 5%
or more of the equity securities of ITT Destinations has the ability to control
ITT Destinations, ITT Sheraton, CWI, CNJ or BRC, unless such presumption is
rebutted by clear and convincing evidence.

The New Jersey Act and regulations define an "institutional investor" as
(i) any retirement fund administered by a public agency for the exclusive
benefit of Federal, state or local public employees, (ii) an investment company
registered under the Investment Company Act of 1940, (iii) a collective
investment trust organized by banks under Part Nine of the Rules of the
Comptroller of the Currency, (iv) a closed end investment trust, (v) a chartered
or licensed life insurance company or property and casualty insurance company,
(vi) banking or other licensed or chartered lending institutions, (vii) an
investment adviser registered under the Investment Advisers Act of 1940 or
(viii) such other persons as the New Jersey

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<PAGE> 19

Commission may determine for reasons consistent with the policies of the New
Jersey Act. In the absence of a prima facie showing by the Director of the New
Jersey DGE that there is any cause to believe that such institutional investor
may be found unqualified, upon application and for good cause shown, an
institutional investor holding either (a) less than 10% of the equity securities
of ITT Destinations or (b) ITT Destinations debt securities constituting less
than 20% of the outstanding debt of ITT Destinations and less than 50% of the
issue involved shall be granted a waiver of qualification as to such holdings if
(i) such securities are those of a publicly traded corporation, (ii) the
institutional investor's holdings of such securities were purchased for
investment purposes only and (iii) upon request by the New Jersey Commission,
the institutional investor files with the New Jersey Commission a certified
statement to the effect that the institutional investor had no intention of
influencing or affecting the affairs of ITT Destinations, ITT Sheraton, CWI, CNJ
or BRC; notwithstanding the foregoing, the institutional investor is permitted
to vote on matters put to the vote of the outstanding security holders of ITT
Destinations.

If an institutional investor who has been granted a waiver subsequently
determines to influence or affect the affairs of ITT Destinations, the
institutional investor must provide to the New Jersey Commission not less than
30 days prior notice of such intent and the institutional investor must file
with the New Jersey Commission an application for qualification before taking
any action that may influence or affect the affairs of ITT Destinations.
Notwithstanding the foregoing, the institutional investor is permitted to vote
on matters put to the vote of the outstanding security holders of ITT
Destinations. If an institutional investor changes its investment intent, or if
the New Jersey Commission finds reasonable cause to believe that the
institutional investor may be found unqualified, no action other than
divestiture shall be taken by such institutional investor with respect to its
security holdings until there has been compliance with the interim casino
authorization provisions of the New Jersey Act, including the execution of a
trust agreement. ITT Destinations, ITT Sheraton, CWI, CNJ and BRC are required
to immediately notify the New Jersey Commission and the New Jersey DGE of any
information about, or action of, an institutional investor holding its equity or
debt securities where such information or action may impact on the eligibility
of such institutional investor for a waiver. If the New Jersey Commission finds
an institutional investor unqualified or if the New Jersey Commission finds
that, by reason of the extent or nature of its holdings, an institutional
investor is in the position to exercise a substantial impact on the controlling
interests of BRC so that qualification of the institutional investor is
necessary to protect the public interest, the New Jersey Act vests in the New
Jersey Commission the power to take all necessary action to protect the public
interest, including the power to require that the institutional investor submit
to qualification and become qualified under the New Jersey Act.

An equity or debt security holder -- including institutional
investors -- of ITT Destinations, ITT Sheraton, CWI, CNJ or BRC who is required
to be found qualified by the New Jersey Commission must submit an application
for qualification within 30 days after being ordered to do so or divest all
security holdings within 120 days after the New Jersey Commission determines
such qualification is required. The application for qualification must include a
trust agreement by which the security holder places its interest in ITT
Destinations in trust with a trustee qualified by the New Jersey Commission. If
the security holder is ultimately found qualified, the trust agreement is
terminated. If the security holder is not found qualified or withdraws its
application for qualification prior to a determination on qualification being
made, the trustee will be empowered with all rights of ownership pertaining to
such security holder's ITT Destinations securities, including all voting rights
and the power to sell the securities; in any event, the unqualified security
holder will not be entitled to receive in exchange for its ITT Destinations
securities an amount in excess of the lower of (i) the actual cost the security
holder incurred in acquiring the securities or (ii) the value of such securities
calculated as if the investment had been made on the date the trust became
operative. By the same token, if the security holder is not found qualified, it
is unlawful for the security holder to (i) receive any dividends or interest on
such securities, (ii) exercise, directly or through any trustee or nominee, any
right conferred by such securities, or (iii) receive any remuneration in any
form from ITT Destinations, ITT Sheraton, CWI, CNJ or BRC for services rendered
or otherwise.

For a more detailed description of casino gaming regulations see "Business
of New ITT After the Distribution -- Governmental Regulation and Related
Matters -- Casino Gaming Regulation -- General" in the Proxy.

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<PAGE> 20

RELATED PROVISIONS OF THE ITT DESTINATIONS AMENDED AND RESTATED ARTICLES OF
INCORPORATION

ITT Destinations' Amended and Restated Articles of Incorporation provide
that (i) all securities of ITT Destinations are subject to redemption by ITT
Destinations to the extent necessary to prevent the loss, or to secure the
reinstatement, of any casino gaming license held by ITT Destinations or any of
its subsidiaries in any jurisdiction within or without the United States of
America, (ii) all securities of ITT Destinations are held subject to the
condition that if a holder thereof is found by a gaming authority in any such
jurisdiction to be disqualified or unsuitable pursuant to any gaming law, such
holder will be required to dispose of all ITT Destinations securities held by
such holder, and (iii) it will be unlawful for any such disqualified person to
(A) receive payments of interest or dividends on any ITT Destinations
securities, (B) exercise, directly or indirectly, any rights conferred by any
ITT Destinations securities or (C) receive any remuneration in any form, for
services rendered or otherwise, from the subsidiary that holds the gaming
license in such jurisdiction.

PLAN OF DISTRIBUTION

ITT Destinations may sell the Securities (i) through underwriters or
dealers; (ii) directly to one or more purchasers; or (iii) through agents. The
Prospectus Supplement with respect to the Securities being offered thereby sets
forth the terms of the offering of such Securities, including the name or names
of any underwriters, the purchase price of such Securities and the proceeds to
ITT Destinations from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers, and any
securities exchange on which such Securities may be listed. Only underwriters so
named in the Prospectus Supplement are deemed to be underwriters in connection
with the Securities offered thereby.

If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Prospectus Supplement if any of
such Securities are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

Securities may also be sold directly by ITT Destinations or through agents
designated by ITT Destinations from time to time. Any agent involved in the
offering and sale of the Securities in respect of which this Prospectus is
delivered is named, and any commissions payable by ITT Destinations to such
agent are set forth, in the Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent is acting on a best efforts basis for
the period of its appointment.

If so indicated in the Prospectus Supplement, ITT Destinations will
authorize agents, underwriters or dealers to solicit offers by certain
institutional investors to purchase Securities providing for payment and
delivery on a future date specified in the Prospectus Supplement. Institutional
investors to which such offers may be made, when authorized, include commercial
and savings banks, insurance companies, pension funds, investment companies,
education and charitable institutions and such other institutions as may be
approved by ITT Destinations. The obligations of any such purchasers pursuant to
such delayed delivery and payment arrangements will not be subject to any
conditions except that the purchase by an institution of the particular
Securities shall not at any time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject.
Underwriters will not have any responsibility in respect of the validity of such
arrangements or the performance of ITT Destinations or such institutional
investors thereunder.

Underwriters, dealers and agents that participate in the distribution of
the Securities may be deemed to be underwriters, and any discounts or
commissions received by them from ITT Destinations and any profit on the resale
of the Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933 (the "Act"). Under agreements
which may be entered into by ITT Destinations, underwriters, dealers and agents
who participate in the distribution of the Securities may be entitled to
indemnification by ITT Destinations and, under certain circumstances, by ITT,
against certain civil liabilities,

18
<PAGE> 21

including liabilities under the Act, or to contribution with respect to payments
which the underwriters, dealers or agents may be required to make with respect
thereof. Underwriters, dealers and agents may engage in transactions with, or
perform services for, ITT Destinations, ITT or their respective subsidiaries in
the ordinary course of their respective businesses.

LEGAL OPINIONS

The legality of the Securities and the Guarantees offered hereby will be
passed upon for ITT Destinations and ITT by Richard S. Ward, Esq., ITT's
Executive Vice President and General Counsel, or such other attorney of ITT
Destinations or ITT as ITT Destinations and ITT may designate, and for the
Underwriters by Cravath, Swaine & Moore, New York, NY, or such other counsel as
may be designated. Mr. Ward has an interest in certain securities of ITT.
Cravath, Swaine & Moore acts from time to time as legal counsel to ITT and ITT
Destinations on various matters, including the Distribution.

EXPERTS

The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

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<PAGE> 22

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimated expenses payable by ITT Destinations in connection with the
offering herein described are as follows:

<TABLE>
<S> <C>
Printing and engraving................................................... $ 150,000
Trustee's and Warrant Agents' fees and expenses.......................... 80,000
Accountants' fees........................................................ 50,000
Legal fees............................................................... 75,000
Securities and Exchange Commission registration fee...................... 689,655
Fees and expenses relating to Blue Sky qualifications and legality for
investment............................................................. 30,000
Rating agencies' fees.................................................... 500,000
Miscellaneous............................................................ 25,345
----------
Total.......................................................... $1,600,000
=========
</TABLE>

All amounts are estimated except for the registration fee payable to the
Securities and Exchange Commission.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law provides that ITT may indemnify
officers and directors who are parties or threatened to be made parties in
actual or threatened lawsuits against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred. Delaware law further
provides that a corporation may purchase indemnification insurance, providing
for indemnification of officers and directors whether or not the corporation
would have the power to indemnify them against such liability under the
provisions of Delaware law.

Reference is made to Article 4 of the By-laws of ITT filed with ITT's Form
SE dated March 23, 1993 (CTK No. 216228).

Reference is made to the form of indemnification agreement between ITT and
each of its directors, filed with ITT's Form SE dated March 28, 1988 (CTK No.
216228).

Any underwriters, dealers or agents who execute any of the underwriting,
selling or other distribution agreements referred to in Exhibit 1 to this
Registration Statement will agree to indemnify ITT's and ITT Destinations'
directors and officers who signed the Registration Statement against certain
liabilities which might arise under the Act from information furnished to ITT
and ITT Destinations by or on behalf of any such indemnifying party.

Subsection 1 of Section 78.751 of the Nevada Revised Statutes -- Chapter 78
Private Corporations (the "Nevada Law") empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

II-1
<PAGE> 23

Subsection 2 of Section 78.551 of the Nevada Law empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
acted in any of the capacities set forth above, against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought determines that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

Section 78.751 further provides that to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsection (1) and (2), or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that the scope of indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to
their heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 78.751.

Article Seventh of the Restated Articles of Incorporation of ITT
Destinations and Article 4 of the By-laws of ITT Destinations provide for
indemnification of its officers and directors, substantially identical in scope
to that permitted under Section 78.751 of the Nevada Law. The By-laws provide,
pursuant to Subsection 5 of Section 78.751, that the expenses of officers and
directors incurred in defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by ITT Destinations as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced if it is ultimately determined by a
court of competent jurisdiction that the officer or director is not entitled to
be indemnified by ITT Destinations.

ITT Destinations will enter into indemnification agreements with certain of
its directors and officers that require ITT Destinations to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of Nevada law, provided that any settlement of a third party action against a
director or officer is approved by ITT Destinations, and subject to limitations
for actions initiated by the director or officer, penalties paid by insurance,
and violations of Section 16(b) of the 1934 Act and similar laws.

ITEM 16. EXHIBITS.

See Exhibit Index elsewhere herein.

ITEM 17. UNDERTAKINGS.

Each of ITT and ITT Destinations (the undersigned registrants) hereby
undertakes:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

II-2
<PAGE> 24

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by either registrant pursuant to section 13 or section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Act, each
filing of either registrant's annual report pursuant to section 13(a) or section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

(6) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of either registrant
pursuant to the provisions described under Item 15 above, or otherwise (but that
term shall not extend to the insurance policies referred to in said Item 15),
each registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of either registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(7) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of section 310 of the Trust Indenture
Act, as amended ("Trust Indenture Act") in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the Trust
Indenture Act.
---------------

II-3
<PAGE> 25

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY AND STATE OF NEW YORK ON THIS 16TH DAY OF OCTOBER, 1995.

ITT DESTINATIONS, INC.

By: /S/ ROBERT A. BOWMAN

------------------------------------
Robert A. Bowman
President, Treasurer and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints RICHARD S. WARD, GWENN L. CARR and WALTER F.
DIEHL, JR., and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
<C> <S> <C>
/S/ ROBERT A. BOWMAN President, Treasurer, October 16, 1995
- ------------------------------------------ Secretary and Director
Robert A. Bowman
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
</TABLE>

II-4
<PAGE> 26

SIGNATURES

ITT CORPORATION

By: /S/ JON F. DANSKI

------------------------------------
Jon F. Danski
Senior Vice President and Controller

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
<C> <S> <C>
/S/ RAND V. ARASKOG Chairman, President and Chief October 16, 1995
- ------------------------------------------ Executive Officer and Director
Rand V. Araskog
(Principal Executive Officer)
/S/ ROBERT A. BOWMAN Executive Vice President and October 16, 1995
- ------------------------------------------ Chief Financial Officer
Robert A. Bowman
(Principal Financial Officer)
/s/ BETTE B. ANDERSON Director October 16, 1995
- ------------------------------------------
Bette B. Anderson
/s/ NOLAN D. ARCHIBALD Director October 16, 1995
- ------------------------------------------
Nolan D. Archibald
/s/ ROBERT A. BURNETT Director October 16, 1995
- ------------------------------------------
Robert A. Burnett
/s/ MICHEL DAVID-WEILL Director October 16, 1995
- ------------------------------------------
Michel David-Weill
</TABLE>

II-5
<PAGE> 27

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
<C> <S> <C>
/S/ S. PARKER GILBERT Director October 16, 1995
- ------------------------------------------
S. Parker Gilbert
/S/ PAUL G. KIRK, JR. Director October 16, 1995
- ------------------------------------------
Paul G. Kirk, Jr.
/S/ EDWARD C. MEYER Director October 16, 1995
- ------------------------------------------
Edward C. Meyer
/S/ BENJAMIN F. PAYTON Director October 16, 1995
- ------------------------------------------
Benjamin F. Payton
/S/ MARGITA E. WHITE Director October 16, 1995
- ------------------------------------------
Margita E. White
</TABLE>

II-6
<PAGE> 28

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To ITT Corporation:

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated June
13, 1995 on the consolidated financial statements of ITT Corporation to be
renamed ITT Industries, Inc., included in ITT Corporation's Proxy Statement for
the Special Meeting of Stockholders on September 21, 1995 and to all references
to our firm included in or made a part of this registration statement.

/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP

New York, N.Y.
October 16, 1995

II-7
<PAGE> 29

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To ITT Destinations, Inc.:

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated June
13, 1995 on the combined financial statements of ITT Destinations, Inc. included
in ITT Corporation's Proxy Statement for the Special Meeting of Stockholders on
September 21, 1995 and to all references to our firm included in or made a part
of this registration statement.

/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP

New York, N.Y.
October 16, 1995

II-8
<PAGE> 30

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ------------------------------------------------------- -----------------------------
<S> <C> <C>
1 Form of Underwriting Agreement for dollar denominated
Securities to be distributed in the United States. ((i)
An Underwriting Agreement relating to securities to be
distributed outside the United States or for Securities
denominated in foreign currencies or foreign currency
units or (ii) any Selling Agency or Distribution
Agreement with any Agent will be filed as an exhibit to
a Current Report on Form 8-K and incorporated herein by
reference)............................................. Filed herewith.
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession.............................. Not applicable.
4 (a)(i) Form of Indenture to be dated as of October , 1995,
among ITT Destinations, Inc., ITT Corporation and The
First National Bank of Chicago, as Trustee, with
respect to the Debt Securities......................... Filed herewith.
(a)(ii) Form of Indenture to be dated as of October ,1995,
among ITT Destinations Inc., ITT Corporation and one or
more banking institutions to be qualified as Trustee
pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939............................................ Incorporated by reference to
Exhibit 4(a)(i) (except for
name of Trustee)
The form or forms of such Debt Securities and
Guarantees, if any, with respect to each particular
offering will be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by
reference.
4 (b) Form of Warrant Agreement to be entered into by ITT
Destinations, Inc. and the Warrant Agent (including
form of Warrant Certificate)........................... The form or forms of such
Warrants with respect to
each particular offering will
be filed as an exhibit to a
Current Report on
Form 8-K and incorporated
herein by reference.
5 Opinion of Richard S. Ward, Esq., on behalf of ITT
Destinations, Inc. and ITT Corporation, in respect of
the legality of the Securities, including the
Guarantees............................................. Filed herewith.
12 (a) Computation of ITT Corporation ratios of earnings to
fixed charges for the six months ended June 30, 1995
and for the five years ended December 31, 1994......... Incorporated by reference to
Exhibit 12(a) to ITT
Corporation's Quarterly
Report on Form 10-Q for the
period ended June 30, 1995,
File No. 1-5627.
12 (b) Computation of ITT Destinations, Inc. pro forma ratios
of earnings to fixed charges for the six months ended
June 30, 1995 and for the five years ended December 31,
1994................................................... Incorporated by reference to
Exhibit 12(b) to ITT
Corporation's Quarterly
Report on Form 10-Q for the
period ended June 30, 1995,
File No. 1-5627.
</TABLE>
<PAGE> 31

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ------------------------------------------------------- -----------------------------
<S> <C> <C>
15 Letter re unaudited interim financial information...... Not applicable.
23 Consents of experts and counsel
(a) Consent of Arthur Andersen LLP..................... Filed herewith. See p. II-7.
(b) Consent of Arthur Andersen LLP..................... Filed herewith. See p. II-8.
(c) Consent of counsel................................. See Exhibit 5 hereto.
24 Power of attorney...................................... Filed herewith. See pgs.
II-4, II-5 and II-6.
25 Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of The First
National Bank of Chicago, Trustee under an Indenture
pursuant to which Debt Securities are to be issued..... Filed herewith.
26 Invitations for competitive bids....................... Not applicable.
28P Information from reports furnished to state insurance
regulatory authorities................................. Incorporated by reference to
ITT Corporation's Form SE
dated March 15, 1995 (CIK No.
216228).
99 Additional exhibits.................................... Not applicable.
</TABLE>

<PAGE> 1

EXHIBIT 1

ITT DESTINATIONS, INC.

DEBT SECURITIES

Underwriting Agreement

October , 1995

To the Representative or
Representatives named in
Schedule A hereto of the
Underwriters named in
Schedule B hereto

Gentlemen:

The undersigned ITT Destinations, Inc., a Nevada
corporation (the "Company"), confirms its agreement with the several
underwriters named in Schedule B hereto (the "Underwriters"), as set forth
below. If the firm or firms named in Schedule B hereto include only the
firm or firms named in Schedule A hereto (the "Representatives"), then the
terms "Underwriters" and "Representatives", as used herein, shall each be
deemed to refer to such firm or firms.

The Company proposes to issue and sell debt securities of
the title and amount set forth in Schedule A hereto (the "Securities"), to
be issued under the indenture identified in Schedule A hereto (the
"Indenture") between the Company, the Guarantor (as defined), if any, and
the trustee named therein (the "Trustee"). If so indicated in Schedule A
hereto, the Securities shall be guaranteed (the "Guarantees") as to payment
of principal, premium (if any) and interest by ITT Corporation, a Delaware
corporation (the "Guarantor"), in the manner and with the effect set forth in
the Indenture. In the event that any such Guarantees are to be issued, the
term "Securities" shall be deemed to include the Guarantees. If so
indicated in Schedule A hereto, the Company also proposes to issue warrants
(the "Warrants") to purchase the aggregate principal amount indicated in
Schedule A hereto of the debt securities identified in Schedule A hereto
(the "Warrant Securities") to be issued pursuant to the provisions of the
Indenture. The Warrants, if any, are to be issued pursuant to the
provisions of the Warrant Agreement identified in Schedule A hereto (the
"Warrant Agreement") between the Company and the Warrant Agent named in
Schedule A hereto (the "Warrant Agent").

1. Representations and Warranties of the Company. The
Company and the Guarantor, if any, represent and warrant to, and jointly
and severally agree with, each Underwriter that:
<PAGE> 2

(a) A registration statement on Form S-3 (with the file
number set forth in Schedule A hereto), including a prospectus,
relating to the Securities has been prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as
amended (the "Act"), the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations (the
"Rules and Regulations") of the Securities and Exchange Commission
(the "Commission") thereunder, has been filed with the Commission
and has become effective. Such registration statement and
prospectus may have been amended or supplemented from time to time
prior to the date of this Agreement; any such amendment or
supplement was so prepared and filed and any such amendment has
become effective. A prospectus supplement ("Prospectus
Supplement") relating to the Securities, the Warrants, if any, and
the Warrant Securities, if any, has been so prepared and will be
filed pursuant to Rule 424 under the Act. Copies of such
registration statement and prospectus, any such amendment or
supplement, the Prospectus Supplement and all documents
incorporated by reference therein which were filed with the
Commission on or prior to the date of this Agreement (including one
conformed copy of the registration statement and of each amendment
thereto for each of you and for counsel for the Underwriters) have
been delivered to you. Such registration statement and prospectus,
as amended or supplemented to the date of this Agreement and as
supplemented by the Prospectus Supplement are herein referred to as
the "Registration Statement" and the "Prospectus". Any reference
herein to the Registration Statement or Prospectus shall be deemed
to refer to and include the documents incorporated by reference
therein which were filed with the Commission on or prior to the
date of this Agreement, and any reference to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement or Prospectus shall be deemed to refer to and include the
filing of any document with the Commission deemed to be
incorporated by reference therein after the date of this Agreement.

(b) The registration statement, at the time it became
effective, any post-effective amendment thereto, at the time it
became effective, the Registration Statement and the Prospectus, at
the date of this Agreement and at the Closing Date (as hereinafter
defined), and any amendment or supplement thereto, conformed or
will conform in all material respects to the requirements of the
Act, the Trust Indenture Act, and the Rules and Regulations; and no
such document included or will include an untrue statement of a
material fact or omitted or will omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; except that the foregoing shall not apply
to statements in or omissions from any such document in reliance
upon, and in conformity with, written information furnished to the
Company by you, or by any Underwriter through you, specifically for
use in the preparation thereof.

(c) The documents incorporated by reference in the
Registration Statement or Prospectus, when they became effective or
were filed with the Commission, as the case may be, under the
Securities Exchange Act of 1934 (the "Exchange Act"), conformed,
and any documents so filed and incorporated by reference after the
date of
<PAGE> 3
3

this Agreement will, when they are filed with the Commission,
conform, in all material respects to the requirements of the Act
and the Exchange Act, as applicable, and the Rules and Regulations
of the Commission thereunder.

(d) The Indenture, the Warrant Agreement, if any, the
Guarantees, if any, the Securities, the Warrants, if any, and the
Warrant Securities, if any, have been duly authorized; the Indenture has
been duly executed and delivered and duly qualified under the Trust
Indenture Act; and the Indenture, the Warrant Agreement, if any, when
duly executed and delivered, and the Securities, the Warrants, if any,
and the Warrant Securities, if any, when duly executed, authenticated,
issued and delivered as contemplated hereby, by the Indenture, by the
Delayed Delivery Contracts (as hereinafter defined), if any, and by the
Warrant Agreement, if any, constitute, in the case of the Indenture, and
will constitute, in all other cases, valid and legally binding
obligations of the Company or the Guarantor, as the case may be, in
accordance with their respective terms subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.

(e) Except as described in or contemplated by the
Registration Statement and the Prospectus, there has not been any
material adverse change in, or any adverse development which materially
affects, the respective business, properties, financial condition or
results of operations of the Company and its subsidiaries taken as a
whole or the Guarantor, if any, and its subsidiaries taken as a whole
from the dates as of which information is given in the Registration
Statement and the Prospectus.

(f) Arthur Andersen LLP, whose reports appear in the
Guarantor's Proxy Statement for the Special Meeting of Stockholders
of September 21, 1995, which is incorporated in the Prospectus by
reference, are, and at the time of the issuance of said report
were, independent public accountants as required by the Act and the
Rules and Regulations.

(g) Each of the Company, its subsidiaries and the
Guarantor, if any, has been duly organized, is validly existing and
in good standing under the laws of the jurisdiction of its
incorporation, is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which its
ownership of property or the conduct of its business requires such
qualification, and has all power and authority necessary to own or
hold its properties and to conduct the business in which it is
engaged (subject, in the case of subsidiaries of the Company, and
in the case of the Company with reference to such qualification and
standing and such power and authority, to exceptions which in the
aggregate do not materially adversely affect the business or
operations of the Company and its subsidiaries taken as a whole and
subject, in the case of the Guarantor, if any, to exceptions which
in the aggregate do not materially adversely affect the business or
operations of the Guarantor and its subsidiaries taken as a whole).
<PAGE> 4
4

(h) Except as described in the Prospectus, there is no
action, suit or proceeding pending, nor to the knowledge of the
General Counsel of the Company, is there any action, suit or
proceeding threatened, which might reasonably be expected to result
in a material adverse change in the financial condition, results of
operations or business of the Company and its subsidiaries taken as
a whole or which is required to be disclosed in the Registration
Statement.

2. Purchase, Sale and Delivery of Securities. On the
basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule A hereto, the amount of Securities, and the
amount of Warrants, if any, set forth opposite the name of such Underwriter
in Schedule B hereto reduced by such Underwriter's portion of any Contract
Securities (as hereinafter defined), determined as provided below.

If so authorized in Schedule A hereto, the Underwriters
may solicit offers from institutional investors of the types set forth in
the Prospectus to purchase Securities and Warrants, if any, from the
Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"). Such contracts shall be substantially in the form of Exhibit
I hereto but with such changes therein as the Company may approve.
Securities and Warrants, if any, to be purchased pursuant to Delayed
Delivery Contracts are herein called "Contract Securities". When Delayed
Delivery Contracts are authorized in Schedule A, the Company will enter
into a Delayed Delivery Contract in each case where a sale of Contract
Securities arranged through you has been approved by the Company but,
except as the Company may otherwise agree, such Delayed Delivery Contracts
must be for at least the minimum amount of Contract Securities set forth in
Schedule A hereto, and the aggregate amount of Contract Securities may not
exceed the amount set forth in such Schedule. The Company will advise you
not later than 10:00 a.m., New York City time, on the second full business
day preceding the Closing Date (or at such later time as you may otherwise
agree) of sales of the Contract Securities which have been so approved.
You and the other Underwriters will not have any responsibility in respect
of the validity or performance of Delayed Delivery Contracts.

The amount of Securities and Warrants, if any, to be
purchased by each Underwriter as set forth in Schedule B hereto shall be
reduced by an amount which shall bear the same proportion to the total
amount of Contract Securities as the amount of Securities and Warrants, if
any, set forth opposite the name of such Underwriter bears to the total
amount of Securities and Warrants, if any, set forth in Schedule B hereto,
except to the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company; provided,
however, that the total amount of Securities and Warrants, if any, to be
purchased by all Underwriters shall be the total amount of Securities and
Warrants, if any, set forth in Schedule B hereto less the aggregate amount
of Contract Securities.

The Securities and Warrants, if any, to be purchased by
the Underwriters will be delivered by the Company to you for the accounts
of the several Underwriters at the office
<PAGE> 5
5

specified in Schedule A hereto against payment of the purchase price
therefor, unless otherwise specified in Schedule A hereto, by certified or
official bank check or checks drawn on or by a bank in New York City
payable in next-day funds to the order of the Company at the office, on the
date and at the times specified in such Schedule A, or at such other time
not later than eight full business days thereafter, as you and the Company
determine, such time being herein referred to as the "Closing Date". Such
Securities and Warrants, if any, will be prepared in definitive form and in
such authorized denominations and registered in such names as you may
require upon at least two business days' prior notice to the Company and
the Guarantor, if any, and will be made available for checking and
packaging at the office at which they are to be delivered on the Closing
Date (or such other office as may be specified for that purpose in Schedule
A) at least one business day prior to the Closing Date.

It is understood that you, acting individually and not in
a representative capacity, may (but shall not be obligated to) make payment
to the Company on behalf of any other Underwriter for Securities and
Warrants, if any, to be purchased by such Underwriter. Any such payment by
you shall not relieve any such Underwriter of any of its obligations
hereunder.

The Company will pay to you on the Closing Date for the
accounts of the Underwriters any fee, commissions or other compensation
which is specified in Schedule A hereto. Such payment will be made by
certified or official bank check drawn on or by a bank in New York City
payable in next-day funds.

The Company shall not be obligated to deliver any
Securities and Warrants, if any, except upon payment for all Securities and
Warrants, if any, to be purchased pursuant to this Agreement as herein
provided.

If any Underwriter defaults in the performance of its
obligations under this Agreement, the remaining non-defaulting Underwriters
shall be obligated to purchase the Securities and Warrants, if any, which
the defaulting Underwriter agreed but failed to purchase in the respective
proportions which the principal amount of Securities and Warrants, if any,
set forth in Schedule A hereto to be purchased by each remaining
non-defaulting Underwriter set forth therein bears to the aggregate
principal amount of Securities and Warrants, if any, set forth therein to
be purchased by all the remaining non-defaulting Underwriters; provided
that the remaining non-defaulting Underwriters shall not be obligated to
purchase any Securities and Warrants, if any, if the aggregate principal
amount of Securities and Warrants, if any, which the defaulting Underwriter
or Underwriters agreed but failed to purchase exceeds 9.09% of the total
principal amount of Securities and Warrants, if any, and any remaining
non-defaulting Underwriter shall not be obligated to purchase more than
110% of the principal amount of Securities and Warrants, if any, set forth
in Schedule A hereto to be purchased by it. If either of the foregoing
maximums are exceeded, the remaining non-defaulting Underwriters, or those
other underwriters satisfactory to the Representative who so agree, shall
have the right, but shall not be obligated, to purchase, in such proportion
as may be agreed upon among them, all the Securities and Warrants, if any.
If, pursuant to the previous sentence, the remaining Underwriters or other
underwriters satisfactory to the
<PAGE> 6
6

Representative do not elect to purchase the Securities and Warrants, if
any, which the defaulting Underwriter or Underwriters agreed but failed to
purchase, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter or the Company, except that the Company will
continue to be liable for the payment of expenses as set forth in Section
3(j) hereof.

Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have to the Company for damages caused
by its default. If other underwriters are obligated or agree to purchase
the Securities and Warrants, if any, of a defaulting Underwriter, either
the Representative or the Company may postpone the Closing Date for up to
seven full business days in order to effect any changes that in the opinion
of counsel for the Company or counsel for the Underwriters may be necessary
in the Registration Statement, any Prospectus or in any other document or
arrangement.

3. Covenants. The Company and, unless otherwise
specified, the Guarantor, if any, covenants and agrees with each
Underwriter that:

(a) The Company will cause the Prospectus Supplement to
be filed pursuant to Rule 424 under the Act and will notify you
promptly of such filing. During the period in which a prospectus
relating to the Securities, Warrants, if any, and Warrant
Securities, if any, is required to be delivered under the Act, the
Company will notify you promptly of the time when any amendment to
the Registration Statement has become effective or any subsequent
supplement to the Prospectus has been filed and of any request by
the Commission for any amendment of or supplement to the
Registration Statement or Prospectus or for additional information;
it will prepare and file with the Commission, promptly upon your
request, any amendments or supplements to the Registration
Statement or Prospectus which, in your opinion, may be necessary or
advisable in connection with the distribution of the Securities and
Warrants, if any, by the Underwriters; it will file no amendment or
supplement to the Registration Statement or Prospectus (other than
any prospectus supplement relating to the offering of securities
other than the Securities, the Warrants, if any, and the Warrant
Securities, if any, registered under the Registration Statement or
any document required to be filed under the Exchange Act which upon
filing is deemed to be incorporated by reference therein) to which
you shall reasonably object by notice to the Company after having
been furnished a copy a reasonable time prior to the filing; and it
will furnish to you at or prior to the filing thereof a copy of any
such prospectus supplement or any document which upon filing is
deemed to be incorporated by reference in the Registration
Statement or Prospectus.

(b) The Company will advise you, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of
the Securities, Warrants, if any, and Warrant Securities, if any,
for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceeding for any such purpose; and it will
promptly use its best efforts to prevent
<PAGE> 7
7

the issuance of any stop order or to obtain its withdrawal if such
a stop order should be issued.

(c) Within the time during which a prospectus relating to
the Securities, Warrants, if any, and Warrant Securities, if any,
is required to be delivered under the Act, the Company will comply
as far as it is able with all requirements imposed upon it by the
Act, as now and hereafter amended, and by the Rules and
Regulations, as from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Securities,
Warrants, if any, and Warrant Securities, if any, as contemplated
by the provisions hereof and the Prospectus. If during such period
any event occurs as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is necessary
to amend or supplement the Registration Statement or Prospectus to
comply with the Act, the Company will promptly notify you and will
amend or supplement the Registration Statement or Prospectus (at
the expense of the Company) so as to correct such statement or
omission or effect such compliance.

(d) The Company will use its best efforts to qualify the
Securities, Warrants, if any, and Warrant Securities, if any, for
sale under the securities laws of such jurisdictions as you
reasonably designate and to continue such qualifications in effect
so long as required for the distribution of the Securities,
Warrants, if any, and Warrant Securities, if any, except that the
Company and the Guarantor, if any, shall not be required in
connection therewith to qualify, as a foreign corporation or to
execute a general consent to service of process in any state. The
Company will also arrange for the determination of the eligibility
for investment for the Securities, Warrants, if any, and Warrant
Securities, if any, under the laws of such jurisdictions as you
reasonably request.

(e) The Company will furnish to the Underwriters copies
of the Registration Statement and Prospectus (including all
documents incorporated by reference therein), and all amendments
and supplements to the Registration Statement or Prospectus which
are filed with the Commission during the period in which a
prospectus relating to the Securities, Warrants, if any, and
Warrant Securities, if any, is required to be delivered under the
Act (including all documents filed with the Commission during such
period which are deemed to be incorporated by reference therein),
in each case in such quantities as you may from time to time
reasonably request.

(f) So long as any of the Securities, and the Warrant
Securities, if any, are outstanding, the Company agrees to furnish
to you (i) as soon as available, copies of all financial reports to
the Company's security holders generally and all reports and
financial statements filed by or on behalf of the Company with the
Commission and the New York Stock Exchange and (ii) from time to
time such other information concerning the Company and the
Guarantor, if any, as you may reasonably request.
<PAGE> 8
8

(g) The Company will make generally available to its
security holders as soon as practicable, but in any event not later
than 15 months after the end of the Company's current fiscal
quarter, an earnings statement (which need not be audited) covering
a 12-month period beginning after the date upon which the
Prospectus Supplement is filed pursuant to Rule 424 under the Act
which shall satisfy the provisions of Section 11(a) of the Act.

(h) The Company will apply the net proceeds of the sale
of the Securities, Warrants, if any, and Warrant Securities, if
any, as set forth in the Prospectus.

(i) The Company will not, without your consent, offer or
sell, or publicly announce its intention to offer or sell, any debt
securities denominated in U.S. dollars, except for the issuance of
(y) commercial paper or (z) bank borrowings in the ordinary course
of the Company's business, during the period beginning the date of
this Agreement and ending the later of the Closing Date or the date
on which any price restrictions on the sale of the Securities are
terminated, but in no event later than five business days after
the Closing Date.

(j) The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is
terminated, will pay all expenses incident to the performance of
the Company's and the Guarantor's (if any) obligations hereunder,
will pay the expenses of printing all documents relating to the
offering, and will reimburse the Underwriters for any expenses
(including fees and disbursements of counsel) incurred by them in
connection with the matters referred to in Section 3(d) hereof and
the preparation of memoranda relating thereto, for any filing fee
of the New York Stock Exchange, Inc. relating to the Securities,
Warrants, if any, and Warrant Securities, if any, and for any fees
charged by investment rating agencies for rating the Securities and
the Warrant Securities, if any. If the sale of Securities and
Warrants, if any, provided for in this Agreement is not consummated
by reason of any failure, refusal or inability on the part of the
Company to perform any agreement on its part to be performed, or
because any other condition of the Underwriters' obligations
hereunder required to be fulfilled by the Company is not fulfilled,
the Company will reimburse the Underwriters for all reasonable
out-of-pocket disbursements (including fees and disbursements of
counsel) incurred by the Underwriters in connection with their
preparing to market and marketing the Securities and Warrants, if
any, or in contemplation of performing their obligations hereunder;
provided that, except as provided in this subsection (j) and in
Section 7, the Underwriters shall pay their own costs and expenses,
including the fees and expenses of their counsel, any transfer
taxes on the Securities and Warrants, if any, which they may sell
and the expenses of advertising any offering of the Securities and
Warrants, if any, made by the Underwriters. The Company shall not
in any event be liable to any of the Underwriters for loss of
anticipated profits from the transactions covered by this
Agreement.
<PAGE> 9
9

4. Indemnification and Contribution. (a) The Company
and the Guarantor, if any, shall indemnify and hold harmless each
Underwriter and each person, if any, participating with the Underwriters in
the distribution of the Securities and Warrants, if any, who is an
"underwriter" within the meaning of Section 2(11) of the Act with respect
to the distribution of the Securities and Warrants, if any (the
"Participants"), and each person, if any, who controls any Underwriter
within the meaning of the Act or any Participant from and against any loss,
claim, damage or liability, joint or several, and any action in respect
thereof, to which that Underwriter, Participant or controlling person may
become subject, under the Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus, any document incorporated by
reference in any of the foregoing documents or the Registration Statement
or any Prospectus, as amended or supplemented, or arises out of, or is
based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each Underwriter, Participant
and such controlling person, as incurred, for any legal and other expenses
reasonably incurred by that Underwriter, Participant or controlling person
in investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action; provided that the Company and the
Guarantor, if any, shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement or any Prospectus or
any amendment or supplement thereto in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any
Underwriter specifically for inclusion therein or was contained in that
part of the Registration Statement consisting of the Form T-1; and provided
further, that the indemnity agreement contained in this Section 4(a) with
respect to losses, claims, damages, liabilities or actions arising out of
or based upon any untrue statement or alleged untrue statement made in, or
omission or alleged omission from, any Prospectus shall not inure to the
benefit of any Underwriter, Participant or any person controlling such
Underwriter or Participant from whom the person asserting any such losses,
claims, damages, liabilities or action purchased the Securities with
respect to which such losses, claims, damages, liabilities or actions are
asserted, if the Underwriter or Participant failed to send or give a copy
of any Prospectus, as the same may be amended or supplemented, to that
person within the time required by the Act, and the untrue statement or
alleged untrue statement of a material fact or omission or alleged omission
to state a material fact in any such Prospectus was corrected in an amended
or supplemented Prospectus, unless such failure resulted from
non-compliance by the Company with Section 3(e) hereof. For purposes of
the second proviso to the immediately preceding sentence, the term
Prospectus shall not be deemed to include the documents incorporated
therein by reference, and no Underwriter or Participant shall be obligated
to send or give any supplement or amendment to any document incorporated by
reference in any Prospectus to any person other than a person to whom such
Underwriter or Participant has delivered such incorporated documents in
response to a written request therefor. The foregoing indemnity agreement
is in addition to any liability which the Company may otherwise have to any
Underwriter, Participant or any controlling person.
<PAGE> 10
10

(b) Each Underwriter shall, severally and not jointly,
indemnify and hold harmless the Company, each of its directors,
each of its officers who signed the Registration Statement, any
person who controls the Company within the meaning of the Act and
the Guarantor, if any, from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to
which the Company or any such director, officer, controlling person
or the Guarantor may become subject, under the Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or any Prospectus or arises out of, or is based upon, the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the Statements
therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
written information furnished to the Company and the Guarantor, if
any, through the Representative by or on behalf of such Underwriter
specifically for inclusion therein, and shall reimburse the Company
and the Guarantor, if any, for any legal and other expenses
reasonably incurred by the Company or any such director, officer,
controlling person or the Guarantor in investigating or defending
or preparing to defend against any such loss, claim, damage,
liability or action. The foregoing indemnity agreement is in
addition to any liability which any Underwriter may otherwise have
to the Company, any of its directors, officers or controlling
persons or the Guarantor.

(c) Promptly after receipt by an indemnified party under
Section 4(a) or 4(b) above of notice of any claim or the
commencement of any action, the indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party
under this Section 4, notify the indemnifying party in writing of
the claim or the commencement of that action, provided that the
failure to notify the indemnifying party shall not relieve it from
any liability which it may have to an indemnified party except to
the extent the indemnifying party is prejudiced thereby. If any
such claim or action shall be brought against an indemnified party,
and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein, and,
to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party; provided,
however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to
select separate counsel to represent such indemnified party in
connection with such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party
under this Section 4 for any legal or other expenses subsequently
incurred by such indemnified party in
<PAGE> 11
11

connection with the defense thereof (other than reasonable costs of
investigation) unless (i) the indemnified party shall have employed
such counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party
shall not, in connection with any one such action, or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses with respect to any
period during the pendency of such action or similar or related
actions of more than one separate firm of attorneys for all
indemnified parties so named, designated in writing by the
Representative if the indemnifying party is the Company or the
Guarantor or by the Company or the Guarantor if the indemnifying
party is an Underwriter, it being further understood, however, that
the firm of attorneys so designated may be changed from time to
time with respect to different periods during the pendency of such
action or similar or related actions), (ii) the indemnifying party
shall not have employed counsel reasonably satisfactory to the
indemnifying party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party.
The indemnifying party shall not be liable for any settlement of
any action or claim effected without its consent, which consent
shall not be unreasonably withheld.

(d) If the indemnification provided for in this Section 4
shall for any reason be unavailable to an indemnified party under
Section 4(a) or 4(b) hereof in respect of any loss, claim, damage
or liability, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid
or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative
benefits received by the Company and the Guarantor, if any, on the
one hand and the Underwriters and Participants on the other from
the offering of the Securities and Warrants, if any, or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and the Guarantor, if any, on the
one hand and the Underwriters and Participants on the other with
respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well
as any other relevant equitable considerations. The relative
benefits received by the Company and the Guarantor, if any, on the
one hand and the Underwriters and Participants on the other with
respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the
Securities and Warrants, if any, (before deducting expenses)
received by the Company and the Guarantor, if any, bear to the
total underwriting discounts and commissions received by the
Underwriters and the Participants with respect to such offering, in
each case as set forth in the table on the cover page of the
Prospectus. The relative faults shall be determined by reference
to whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material
<PAGE> 12
12

fact relates to information supplied by the Company and the
Guarantor, if any, or the Underwriters, the intent of the parties
and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and
the Guarantor, if any, and the Underwriters agree that it would not
be just and equitable if contributions pursuant to this Section
4(d) were to be determined by pro rata allocation (even if the
Underwriters and Participants were treated as one entity for such
purpose) or by any other method of allocation which does not take
into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 4(d) shall be deemed to include,
for purposes of this Section 4(d), any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4(d), no Underwriter
shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities and Warrants, if
any, underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of
any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute as
provided in this Section 4(d) are several in proportion to their
respective underwriting obligations and not joint.

(e) The Underwriters severally confirm that the
statements, if any, with respect to the public offering of the
Securities set forth under the caption "Underwriting" in the
Prospectus Supplement are correct and were furnished in writing to
the Company by the Representative by or on behalf of the several
Underwriters for inclusion in the Registration Statement and the
Prospectus.

(f) The indemnity agreements contained in this Section 4
and the representations, warranties and agreements of the Company
in Section 1 and Section 3 shall survive the delivery of the
Securities and Warrants, if any, and shall remain in full force and
effect, regardless of any termination of this Agreement or any
investigation made by or on behalf of any indemnified party.

5. Conditions Subsequent. The obligations of the
Underwriters under this Agreement may be terminated by the Representative,
in its absolute discretion, by notice given to and received by the Company
and the Guarantor, if any, prior to delivery of and payment for the
Securities and Warrants, if any, if, on or after the date hereof there
shall have occurred any of the following: (a) trading in securities
generally on the New York Stock Exchange is suspended or materially
limited, or minimum prices are established on the New York Stock Exchange,
or (b) a banking moratorium is declared by either Federal or New York State
authorities, or (c) the outbreak or material escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if
<PAGE> 13
13

the effect of any such event specified in this clause (c) in the judgment
of the Representative makes it impracticable or inadvisable to proceed with
the public offering or the delivery of the Securities and Warrants, if any,
on the terms and in the manner contemplated by the Prospectus.

6. Conditions of the Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Securities and
Warrants, if any, as provided herein shall be subject to the accuracy, as
of the date hereof and the Closing Date (as if made at the Closing Date),
of the representations and warranties of the Company and the Guarantor, if
any, herein, to the performance by the Company and the Guarantor, if any,
of their respective obligations hereunder, and to the following additional
conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, threatened by the Commission, and any
request of the Commission for additional information (to be
included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with to your satisfaction.

(b) No Underwriter shall have advised the Company or the
Guarantor, if any, that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue
statement of fact which in your opinion is material, or omits to
state a fact which in your opinion is material and is required to
be stated therein or is necessary to make the statements therein
not misleading.

(c) Except as contemplated in the Prospectus, subsequent
to the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have
been any material change, on a consolidated basis, in the capital
stock, short-term debt or long-term debt of the Company and its
subsidiaries, taken as a whole, or of the Guarantor, if any, and
its subsidiaries, taken as a whole, or any material adverse change,
or any development involving a prospective material adverse change
in the condition (financial or other), business, prospects, net
worth or results of operations of the Company and its subsidiaries,
taken as a whole, or of the Guarantor, if any, and its
subsidiaries, taken as a whole, or any downgrading in the rating
accorded any securities of the Company or of the Guarantor, if any,
by Moody's Investors Service, Inc. or Standard and Poor's Ratings
Group which, in your judgment, makes it impractical or inadvisable
to offer or deliver the Securities on the terms and in the manner
contemplated in the Prospectus.

(d) Richard S. Ward, as counsel for the Company, or such
other counsel for the Company as shall be satisfactory to you,
shall have furnished to you his opinion, dated the Closing Date, to
the effect that:

(i) The Company has been duly incorporated and is
a validly existing corporation in good standing under the
laws of Nevada, with corporate power
<PAGE> 14
14

and authority to own its properties and conduct its
business as described in the Prospectus; and the Company
is duly qualified and is in good standing as a foreign
corporation in each country or jurisdiction wherein the
character of property owned or held under lease by it, or
the nature of the business transacted by it makes such
qualification necessary (except where the failure to so
qualify would not have a material adverse effect upon the
Company and its subsidiaries taken as a whole);

(ii) The Indenture and the Warrant Agreement, if any,
have been duly authorized, executed and delivered, and the
Indenture has been qualified under the Trust Indenture Act; the
Indenture and the Warrant Agreement, if any, constitute valid
and legally binding instruments in accordance with their
respective terms; the Securities, the Warrants, if any, and the
Warrant Securities, if any, have been duly authorized, and the
Securities and Warrants, if any, delivered on the Closing Date
have been duly executed, authenticated, issued and delivered;
the Securities and Warrants, if any, delivered on the Closing
Date constitute, any Contract Securities when executed,
authenticated, issued and delivered in accordance with the
Delayed Delivery Contracts, if any, the Warrant Agreement, if
any, and the Indenture will constitute, and the Warrant
Securities, if any, when executed, authenticated, issued and
delivered pursuant to the Warrant Agreement, if any, and the
Indenture will constitute, valid and legally binding
obligations of the Company enforceable in accordance with their
respective terms and the terms of the Indenture and the Warrant
Agreement, if any, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and the Securities, Warrants, if
any, and Warrant Securities, if any, conform to the description
thereof in the Prospectus;

(iii) The Registration Statement has become
effective under the Act and to the best knowledge of such
counsel no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding
for that purpose has been instituted or, to the knowledge
of such counsel, threatened by the Commission;

(iv) Each part of the Registration Statement, when
such part became effective, and the Registration Statement
and the Prospectus, and any amendment or supplement
thereto, complied as to form in all material respects with
the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations; such counsel has no reason to
believe that either any part of the Registration Statement
when such part became effective, or the Registration
Statement and the Prospectus or any amendment or
supplement thereto contained an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading; and the documents incorporated by
reference in the Registration Statement or Prospectus,
when they became effective under the
<PAGE> 15
15

Act or were filed with the Commission under the Exchange
Act, as the case may be, complied as to form in all
material respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder; it being understood that
such counsel need express no opinion as to the financial
statements or other financial or statistical data included
in any of the documents mentioned in this clause;

(v) The descriptions in the Registration Statement
and Prospectus of legal and governmental proceedings,
contracts and other documents are accurate and fairly
present the information required to be shown; and such
counsel does not know of any statutes or legal or
governmental proceedings required to be described in the
Prospectus which are not described as required, or of any
contracts or documents of a character required to be
described in the Registration Statement or Prospectus (or
then required to be filed under the Exchange Act if upon
such filing they would be incorporated by reference
therein) or to be filed as exhibits to the Registration
Statement which are not described and filed as required;

(vi) To the best of such counsel's knowledge, the
Company is not in violation of its corporate charter or
by-laws, or in default under any material agreement,
indenture or instrument;

(vii) This Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company; the performance thereof and the
consummation of the transactions therein contemplated
(including, without limitation, the issuance of the
Warrant Securities, if any, upon the exercise of the
Warrants, if any) will not result in a breach or violation
of any of the terms and provisions of, or constitute a
default under, any statute, any agreement or instrument
known to such counsel to which the Company is a party or
by which it is bound or to which any of the property of
the Company is subject, the Company's charter or by-laws,
or any order, rule or regulation known to such counsel of
any court or governmental agency or body having
jurisdiction over the Company or any of its properties;
and no consent, approval, authorization or order of, or
filing with, any court or governmental agency or body is
required for the consummation of the transactions
contemplated by this Agreement and any Delayed Delivery
Contracts in connection with the issuance or sale of the
Securities (including the Contract Securities, if any),
Warrants, if any, or Warrant Securities, if any, by the
Company, except such as have been obtained under the Act
and the Trust Indenture Act and such as may be required
under state securities laws in connection with the sale of
the Securities, Warrants, if any, and Warrant Securities,
if any; and
<PAGE> 16
16

(viii) The Company is not an "investment company"
within the meaning of that term as defined in the
Investment Company Act of 1940, as amended, and is not
subject to regulation under said Act.

In rendering the opinion set forth in clause (i),
counsel for the Company may rely, as to matters of Nevada law, upon
the opinion of Lionel Sawyer & Collins or such other counsel as may
be satisfactory to you.

(e) In the event there is a Guarantee, Richard S. Ward,
Executive Vice President and General Counsel of the Guarantor, or
such other counsel for the Guarantor as shall be satisfactory to
you, shall have furnished to you his opinion, dated the Closing
Date, to the effect that:

(i) The Guarantor has been duly incorporated and
is a validly existing corporation in good standing under
the laws of its state of incorporation, with corporate
power and authority to own its properties and conduct its
business as described in the Prospectus; and the Guarantor
is duly qualified and is in good standing as a foreign
corporation in each country or jurisdiction wherein the
character of property owned or held under lease by it, or
the nature of the business transacted by it makes such
qualification necessary (except where the failure to so
qualify would not have a material adverse effect upon the
Guarantor and its subsidiaries taken as a whole); and

(ii) The Indenture has been duly authorized,
executed and delivered by the Guarantor; the Indenture and
the Guarantee contained therein constitute the valid and
legally binding obligations of the Guarantor, enforceable
against the Guarantor in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general
equity principles.

(f) You shall have received from the Company a
certificate, dated the Closing Date, of its Chairman or its Vice
Chairman or its President or a Vice President stating that:

(i) The representations, warranties and agreements
of the Company in Section 1 are true and correct as of the
Closing Date; the Company has complied with all its
agreements contained herein; and the conditions set forth
in Section 6(a) have been fulfilled; and

(ii) he has carefully examined the Registration
Statement and the Prospectus and, in such officer's
opinion, with respect to the Company (A) as of the date of
the Prospectus, the Registration Statement and the
Prospectus did not include any untrue statement of a
material fact and did not omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and (B) since the date
of the Prospectus, no
<PAGE> 17
17

event has occurred which should have been set forth in a
supplement to or amendment of the Prospectus which has not
been set forth in such a supplement or amendment.

(g) In the event there is a Guarantee, you shall have
received from the Guarantor a certificate, dated the Closing Date,
of its Chairman or its Vice Chairman or its President or a Vice
President stating that:

(i) The representations, warranties and agreements
of the Guarantor in Section 1 are true and correct as of
the Closing Date; the Guarantor has complied with all its
agreements contained herein; and

(ii) he has carefully examined the Registration
Statement and the Prospectus and, in such officer's
opinion, with respect to the Guarantor (A) as of the date
of the Prospectus, the Registration Statement and the
Prospectus did not include any untrue statement of a
material fact and did not omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and (B) since the date
of the Prospectus, no event has occurred which should have
been set forth in a supplement to or amendment of the
Prospectus which has not been set forth in such a
supplement or amendment.

(h) You shall have received from Cravath, Swaine & Moore,
counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of the
Securities, the Warrants, if any, the Warrant Securities, if any,
the Indenture, the Warrant Agreement, if any, the Registration
Statement, the Prospectus and other related matters as you may
reasonably require, and the Company and the Guarantor, if any,
shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.

(i) You shall have received on the Closing Date a letter
from Arthur Andersen LLP, addressed to the Underwriters and dated
the Closing Date, substantially to the effect set forth in Exhibit
II hereto appropriately updated, with respect to the Registration
Statement and Prospectus at the time of this Agreement and
confirming that they are independent public accountants within the
meaning of the Rules and Regulations.

All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to
Cravath, Swaine & Moore, counsel for the Underwriters.

7. Expense Reimbursement. If this Agreement shall be
canceled or terminated by the Underwriters on any of the grounds referred
to or specified in Section 6
<PAGE> 18
18

hereof, or because of any failure or refusal on the part of the Company or
the Guarantor, if any, to comply with any of the terms or to fulfill any of
the conditions of this Agreement, the Company will reimburse the
Underwriters severally for all their out-of-pocket expenses (including the
fees and expenses of their counsel) reasonably incurred by them in
connection with the subject matter of this Agreement.

8. Notices. All notices or communications hereunder
shall be in writing and if sent to you shall be mailed, delivered or
telegraphed and confirmed to you at your address set forth for that purpose
in Schedule A hereto, or if sent to the Company or the Guarantor, if any,
shall be mailed, delivered or telegraphed and confirmed to the Company or
the Guarantor, if any, at 1330 Avenue of the Americas, New York, New York
10019-5490, Attention: Corporate Secretary. Notices to any Underwriter
pursuant hereto shall be mailed, delivered or telegraphed and confirmed to
such Underwriter's address furnished to the Company in writing for the
purpose of communications hereunder. Any party to this Agreement may
change such address for notices by sending to the parties to this Agreement
written notice of a new address for such purpose.

9. Parties. This Agreement shall inure to the benefit of
and be binding upon the Company, the Guarantor, if any, and the
Underwriters and their respective successors and the controlling persons,
officers and directors referred to in Section 4 and no other person will
have any right or obligation hereunder.

In all dealings with the Company under this Agreement, you
shall act on behalf of each of the several Underwriters, and any action
under this Agreement taken by you or by any one of you designated in
Schedule A hereto will be binding upon all the Underwriters.

10. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11. Counterparts. This Agreement may be executed by one
or more of you in one or more counterparts, each of which shall constitute
an original and all of which taken together shall constitute one and the
same Agreement.

If the foregoing correctly sets forth our Agreement,
please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company, the
Guarantor, if any, and the several Underwriters.
<PAGE> 19
19

Alternatively, the execution of this Agreement by the
Company and, the Guarantor, if any, and its acceptance by or on behalf of
the Underwriters may be evidenced by an exchange of telegraphic or other
written communications.

ITT DESTINATIONS, INC.,

by -
----------------------------------
Senior Vice President
and Treasurer

[GUARANTOR],

by -
----------------------------------
Senior Vice President
and Treasurer

ACCEPTED at New York, New York
as of the date first above
written on behalf of ourselves
and the other Underwriters, if
any, named in Schedule B hereto.

[ - ]

By -
--------------------------------------
Title: -
<PAGE> 20
SCHEDULE A

Underwriting Agreement dated -

Registration Statement No. 33- -

Representative: -

Title of Securities: -

Amount of Securities: $ -

Maturity Date: -

Interest Rate: -

Redemption: -

Indenture: Dated - , with -

Purchase Price: -

Depository: -

Guarantor: -

Title of Warrant Securities: -

Amount of Warrant Securities: -

Maturity Date: -

Interest Rate: -

Title of Warrant Agreement: -

Warrant Agent: -

Number of Warrants: - per each $ - principal amount of
Warrant Securities

Exercise Period: -

Exercise Price: -

Warrant Securities accrue interest from - 19 -

Delayed Delivery:
Fee: -
Minimum principal amount of each Contract: -
<PAGE> 21
2

Maximum aggregate principal amount of all Contracts: -

Closing:
Office for delivery of Securities, and Warrants, if any: -
Office for payment for Securities, and Warrants, if any: -
Date and time of Closing: -
Office for Checking Securities, and Warrants, if any: -

Underwriting commissions or other compensation: -

Underwriter designated pursuant to Section 9: -

Address for notices per Section 8: -
<PAGE> 22
SCHEDULE B

<TABLE>
<CAPTION>
Principal
Amount of
Securities,
and Warrants,
if any, to be
Underwriter Purchased
----------- --------------
<S> <C> <C>
- $ -
--------------

Total . . . . . . . . . . . . . . $ -

==============
</TABLE>

<PAGE> 23

EXHIBIT I

ITT DESTINATIONS, INC.

-
-------------------------------
[Insert specific title of securities 1/ ]

DELAYED DELIVERY CONTRACT

-
----------------------------------
[Insert date of initial offering]

ITT Destinations, Inc.
1330 Avenue of the Americas
New York, New York 10019-5490

Dear Sirs:

The undersigned hereby agrees to purchase from ITT
Destinations, Inc., a Nevada corporation (the "Company"), and the Company
hereby agrees to sell to the undersigned, [If one delayed closing, insert--as
of the date hereof, for delivery on - , 19 ("Delivery Date")]
[$] - principal amount
of the Company's [title of Securities and related Warrants, if any] (the
"Securities"), offered by the Company's Prospectus relating thereto, receipt of
a copy of which is hereby acknowledged, at a purchase price of % of the
principal amount thereof plus accrued interest, if any, and on the further
terms and conditions set forth in this contract.

[If two or more delayed closings, insert the following:

The undersigned will purchase from the Company as of the date
hereof, for delivery on the dates set forth below, Securities in the principal
amounts set forth below:

<TABLE>
<CAPTION>
Principal
Delivery Date Amount
------------- ---------
<S> <C>
- $ -
- $ -
</TABLE>

- --------------------
1/ To be completed when the Underwriting Agreement is executed by the parties
thereto.
<PAGE> 24
2

Each of such delivery dates is hereinafter referred to as a Delivery Date.]

Payment for the Securities which the undersigned has agreed to
purchase for delivery on [the] [each] Delivery Date shall be made to
the Company or its order by certified or official bank check in New York
Clearing House funds at the office of - at - .m., - time, on
such Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned for delivery on such Delivery Date in definitive
form and in such denominations and registered in such names as the undersigned
may designate by written or telegraphic communication addressed to the Company
not less than five business days prior to such Delivery Date. If no
designation is received, the Securities will be registered in the name of the
undersigned and issued in a denomination equal to the aggregate principal
amount of Securities to be purchased by the undersigned on such Delivery Date.

The obligation of the undersigned to accept delivery of and
make payment for the Securities on [the] [each] Delivery Date will be subject
only to the conditions that (1) investment in the Securities shall not at such
Delivery Date be prohibited under the laws of any jurisdiction in the United
States to which the undersigned is subject, which investment the undersigned
represents is not prohibited on the date hereof, and (2) the Company shall have
delivered to the Underwriters the principal amount of the Securities to be
purchased by them pursuant to the Underwriting Agreement referred to in the
Prospectus mentioned above and received payment therefor.

This Contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.

It is understood that acceptance of this is in the Company's
sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.

This contract shall be governed by, and construed in
accordance with, the laws of the state of New York.

Very truly yours,

-
--------------------------------------
(Name of Purchaser)

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

-
--------------------------------------
(Title of Signatory)
<PAGE> 25
EXHIBIT V

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

-
--------------------------------------
(Address of Purchaser)

Accepted as of the date above.

ITT DESTINATIONS, INC.,

-
- -------------------------------------
Title: -

<PAGE> 1
================================================================================

ITT DESTINATIONS, INC.,

Issuer

ITT CORPORATION,

Guarantor

AND

THE FIRST NATIONAL BANK OF CHICAGO,

Trustee

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

Indenture

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

Dated as of October -, 1995

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

Debt Securities

================================================================================
<PAGE> 2
ITT DESTINATIONS, INC.
CROSS REFERENCE SHEET (1)

Showing the location in the ITT Destinations, Inc. Indenture of the
provisions required pursuant to Section 310 to 318(a) inclusive of the Trust
Indenture Act of 1939 (including cross-references to provisions of Sections 310
to 318(a) which, pursuant to Section 318(c) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, are part of and govern
such Indenture Provisions whether or not physically contained therein):

<TABLE>
<CAPTION>
Section of the Trust Indenture Act of 1939 Section of Indenture
------------------------------------------ --------------------
<S> <C>
310(a)(1),(2) and (5) . . . . . . . . . . . . . . . . . . . 8.9
310(a)(3) and (4) . . . . . . . . . . . . . . . . . . . . . Inapplicable
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8 and 8.10(a),(b)and(d)
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13(a) and (c)(1)and(2)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 and 6.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2(c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(a)
313(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(c)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(d)
314(a)(1), (2) and (3) . . . . . . . . . . . . . . . . . . 6.3
314(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . 4.7, 12.4
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . . . . . . . . . . . . . . . . 15.6
314(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 15.6
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a),(c) and(d) . . . . . . . . . . . . . . . . . . . . . 8.1
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
</TABLE>

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

(1) This Cross Reference Sheet is not part of the Indenture.
<PAGE> 3
3

<TABLE>
<CAPTION>
Section of the Trust Indenture Act of 1939 Section of Indenture
------------------------------------------ --------------------
<S> <C>
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.12
316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 7.9
316(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 7.10
316(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
316(a)(last sentence) . . . . . . . . . . . . . . . . . . . 9.4
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 15.11
</TABLE>

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

<PAGE> 4
4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ONE

DEFINITIONS

SECTION 1.1. Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Other Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE TWO

SECURITY FORMS

SECTION 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.2. Form of Trustee's Certificate of Authentication . . . . . . . . . . 13
SECTION 2.3. Form of Trustee's Certificate of Authentication by an
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.4. Securities Issuable in the Form of a Global Security . . . . . . . . 14

ARTICLE THREE

THE SECURITIES

SECTION 3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . 15
SECTION 3.2. Form and Denominations . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.3. Authentication, Dating and Delivery of Securities . . . . . . . . . 18
SECTION 3.4. Execution of Securities and Coupons . . . . . . . . . . . . . . . . 21
SECTION 3.5. Certificate of Authentication . . . . . . . . . . . . . . . . . . . 21
SECTION 3.6. Registration; Registration of Transfer and Exchange . . . . . . . . 22
SECTION 3.7. Mutilated, Defaced, Destroyed, Lost and Stolen Securities or
Coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.8. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . 25
SECTION 3.9. Cancellation of Securities; Destruction Thereof . . . . . . . . . . 26
</TABLE>
<PAGE> 5
5

<TABLE>
<S> <C> <C>
SECTION 3.10. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 3.11. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 3.12. Currency and Manner of Payments in Respect
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 3.13. Compliance with Certain Laws and Regulations . . . . . . . . . . . . 32

ARTICLE FOUR

COVENANTS OF THE ISSUER

SECTION 4.1. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.2. Offices or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.3. Appointment To Fill a Vacancy in Office of Trustee . . . . . . . . . 34
SECTION 4.4. Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.5. Limitation on Sale and Lease-Backs . . . . . . . . . . . . . . . . . 36
SECTION 4.6. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.7. Certificates to Trustee . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE FIVE

COVENANTS OF THE GUARANTOR

SECTION 5.1. Limitation on Sale and Lease-Backs . . . . . . . . . . . . . . . . . 40
SECTION 5.2. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.3. Certificates to Trustee . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE SIX

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 6.1. Issuer To Furnish Trustee Information as to Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.2. Preservation and Disclosure of Securityholders Lists . . . . . . . . 45
SECTION 6.3. Reports by the Issuer . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.4. Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . 48
</TABLE>
<PAGE> 6
6

<TABLE>
<S> <C> <C>
ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 7.1. Event of Default Defined; Acceleration of Maturity; Waiver of Default 50
SECTION 7.2. Collection of Indebtedness by Trustee; Trustee
May Prove Debt . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.3. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 7.4. Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 7.5. Restoration of Rights on Abandonment of Proceedings . . . . . . . . 57
SECTION 7.6. Limitations on Suits by Securityholders . . . . . . . . . . . . . . 57
SECTION 7.7. Unconditional Right of Securityholders To Institute
Certain Suits . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 7.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 7.9. Control by the Holders of Securities . . . . . . . . . . . . . . . . 59
SECTION 7.10. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 7.11. Trustee To Give Notice of Default, But May Withhold in Certain
Circumstances . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.12. Right of Court To Require Filing of Undertaking
To Pay Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.13. Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.1. Duties and Responsibilities of the Trustee; During Default; Prior to
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.2. Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . 63
SECTION 8.3. Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof . . . . . . . . . . . . . . . . 64
SECTION 8.4. Trustee and Agents May Hold Securities;
Collections, etc. . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.5. Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.6. Compensation and Indemnification of Trustee
and Its Prior Claim . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.7. Right of Trustee To Rely on Officers' Certificate, etc. . . . . . . 66
</TABLE>
<PAGE> 7
7

<TABLE>
<S> <C> <C>
SECTION 8.8. Qualification of Trustee; Conflicting Interests . . . . . . . . . . 66
SECTION 8.9. Persons Eligible for Appointment as Trustee . . . . . . . . . . . . 66
SECTION 8.10. Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 8.11. Acceptance of Appointment by Successor Trustee . . . . . . . . . . . 68
SECTION 8.12. Merger, Conversion, Consolidation or Succession
to Business of Trustee . . . . . . . . . . . . . . . . . . . . . 69
SECTION 8.13. Preferential Collection of Claims Against the Issuer . . . . . . . . 70
SECTION 8.14. Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE NINE

CONCERNING THE HOLDERS OF SECURITIES

SECTION 9.1. Action by Holders . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 9.2. Proof of Execution of Instruments by Holders
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 9.3. Holders To Be Treated as Owners . . . . . . . . . . . . . . . . . . 77
SECTION 9.4. Securities Owned by Issuer Deemed Not Outstanding . . . . . . . . . 78
SECTION 9.5. Right of Revocation of Action Taken . . . . . . . . . . . . . . . . 78

ARTICLE TEN

HOLDERS' MEETINGS

SECTION 10.1. Purposes of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 10.2. Call of Meetings by Trustee . . . . . . . . . . . . . . . . . . . . 79
SECTION 10.3. Call of Meetings by Issuer or Holders . . . . . . . . . . . . . . . 79
SECTION 10.4. Qualifications for Voting . . . . . . . . . . . . . . . . . . . . . 80
SECTION 10.5. Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 10.6. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 10.7. No Delay of Rights by Meeting . . . . . . . . . . . . . . . . . . . 81
</TABLE>
<PAGE> 8
8

<TABLE>
<S> <C> <C>
ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.1. Supplemental Indentures Without Consent
of Securityholders . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 11.2. Supplemental Indentures with Consent
of Securityholders . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 11.3. Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . . 85
SECTION 11.4. Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . 85
SECTION 11.5. Documents To Be Given to Trustee . . . . . . . . . . . . . . . . . . 86
SECTION 11.6. Notation on Securities and Coupons in Respect of Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 11.7. Issuance of Securities by Successor Corporation . . . . . . . . . . 86

ARTICLE TWELVE

CONSOLIDATION, MERGER, SALE OR ASSUMPTION

SECTION 12.1. Issuer May Consolidate, Merge or Sell
on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 12.2. Guarantor May Consolidate, Merge or Sell on
Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 12.3. Opinion of Counsel To Be Given to Trustee . . . . . . . . . . . . . 89
SECTION 12.4 Assumption by Guarantor of Issuer's Obligations . . . . . . . . . .

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 13.1. Satisfaction and Discharge of Securities of Any Series . . . . . . . 89
SECTION 13.2. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . 92
SECTION 13.3. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . 92
SECTION 13.4. Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . 92
SECTION 13.5. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
</TABLE>
<PAGE> 9
9

<TABLE>
<S> <C> <C>
ARTICLE FOURTEEN

GUARANTEE

SECTION 14.1. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 14.2. Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 14.2. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 14.4. No Waiver, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 15.1. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 15.2. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 15.3. Successors and Assigns of Issuer Bound by Indenture . . . . . . . . 97
SECTION 15.4. Notices to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . 97
SECTION 15.5. Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 15.6. Officers' Certificates and Opinions of Counsel; Statements To Be
Contained Therein . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 15.7. Cross References . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 15.8. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
SECTION 15.9. Moneys of Different Currencies To Be Segregated . . . . . . . . . . 100
SECTION 15.10. Payment To Be in Proper Currency . . . . . . . . . . . . . . . . . . 100
SECTION 15.11. Conflict of Any Provision of Indenture with
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 15.12. New York Law To Govern . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 15.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 15.14. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 15.15. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . 101
</TABLE>
<PAGE> 10
10

<TABLE>
<S> <C> <C>
ARTICLE SIXTEEN

REDEMPTION OF SECURITIES

SECTION 16.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 16.2. Notice of Redemption; Selection of Securities . . . . . . . . . . . 101
SECTION 16.3. Payment of Securities Called for Redemption . . . . . . . . . . . . 103
SECTION 16.4. Exclusion of Certain Securities from Eligibility for Selection for
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 16.5 Redemption Pursuant to Gaming Laws . . . . . . . . . . . . . . . . .

ARTICLE SEVENTEEN

SINKING FUNDS

SECTION 17.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 17.2. Satisfaction of Mandatory Sinking Fund Payments
with Securities . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 17.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . 105
</TABLE>
<PAGE> 11
INDENTURE, dated as of October -, 1995, between ITT Destinations,
Inc., a Nevada corporation (the "Issuer"), ITT Corporation, a Delaware
corporation (the "Guarantor"), and The First National Bank of Chicago, a
national banking association, as Trustee (the "Trustee").

RECITALS OF THE ISSUER AND THE GUARANTOR

The Issuer is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Issuer has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.

The Guarantor is authorized to guarantee the Securities and has
determined to guarantee the Securities, subject to certain conditions, all as
hereinafter provided.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Issuer duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable considerations, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and among the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Issuer, for itself and its successors, and the Guarantor, for
itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall
hold the Securities, or any of them, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities
<PAGE> 12
2

Act of 1933 are referred to in the Trust Indenture Act or by Commission rule
under the Trust Indenture Act (except as herein otherwise expressly provided or
unless the context otherwise clearly requires) shall have the meanings assigned
to such terms in said Trust Indenture Act, rule thereunder or in said
Securities Act as in force at the date of this Indenture. All accounting terms
used and not expressly defined herein shall have the meanings assigned to such
terms in accordance with generally accepted accounting principles, and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted at the time of any computation. The words "herein",
"hereof," and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

"Authenticating Agent" means with respect to any series of Securities, an
authenticating agent appointed by the Trustee with respect to that series of
Securities pursuant to Section 8.14.

"Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities as may be provided elsewhere in this
Indenture or specified as contemplated by Section 3.1 with respect to the
Securities of any series the terms of which permit Unregistered Securities or
Coupon Securities. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and
in each case on an Business Day, in such city.

"Board of Directors" means either the Board of Directors of the Issuer or
the Guarantor, as the case may be, or any committee of either such Board duly
authorized to act hereunder.

"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Issuer or the Guarantor, as the case may be,
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 with respect to any Security, a day which, in the
city (or in any of the cities, if more than one) in which amounts are payable
as specified in the form of such Security, is neither a legal holiday nor a day
on which banking institutions, including the Trustee, are authorized or
required by law or regulation or executive order to close.
<PAGE> 13
3

"Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of corporate stock.

"Capitalized Lease-Back Obligation" means with respect to a Principal
Property, at any date as of which the same is to be determined, in the case of
the Issuer, the total net rental obligations of the Issuer or a Restricted
Subsidiary under a lease of such Principal Property entered into as part of an
arrangement to which the provisions of Section 4.5 are applicable (or would
have been applicable had such Restricted Subsidiary been a Restricted
Subsidiary at the time it entered into such lease), discounted to the date of
computation at the rate of 9% per annum and, in the case of the Guarantor, the
total net rental obligations of the Guarantor or a Domestic Subsidiary under a
lease of such Principal Property entered into as part of an arrangement to
which the provisions of Section 5.1 are applicable (or would have been
applicable had such Domestic Subsidiary been a Domestic Subsidiary at the time
it entered into such lease), discounted to the date of computation at the rate
of 9% per annum. The amount of the net rental obligation for any calendar year
under any lease shall be the sum of the rental and other payments required to
be paid in such calendar year by the lessee thereunder, not including, however,
any amounts required to be paid by such lessee (whether or not therein
designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges.

"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties at such time.

"Completion of the Distribution" means, for purposes of Sections 4.5, 4.6
and 14.2, the date that (i) the hospitality, entertainment and information
businesses of the Guarantor have been transferred in all material respects to
the Issuer as contemplated in the prospectus and prospectus supplement
(including, without limitation, such businesses as are reflected in the audited
financial statements of the Issuer incorporated therein) used in the offer and
sale of the first series of the Securities, (ii) all the outstanding shares of
the common stock, without par value, of the Issuer have been distributed to all
holders of outstanding ITT Corporation common stock as contemplated in such
prospectus and prospectus supplement (including, without limitation, the
documents incorporated therein by reference) and (iii) delivery by the Issuer
to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the
Completion of the Distribution in accordance with Section 14.2.

"Component Currency": See Section 3.12(i).

"Consolidated Net Tangible Assets" means the total of all assets appearing
on a consolidated balance sheet of, in the case of the Issuer, the Issuer and
its Restricted Subsidiaries, and, in the case of the Guarantor, the Guarantor
and its Domestic Subsidiaries, prepared in accordance with generally accepted
accounting principles (and as of a date not more than 90 days prior to the date
as of which Consolidated Net Tangible Assets are to be determined), less the
sum of the following items as shown on said consolidated balance sheet:
<PAGE> 14
4

(i) the book amount of all segregated intangible assets, including,
without limitation, such items as goodwill, trademarks, trademark rights,
trade names, trade name rights, copyrights, patents, patent rights and
licenses, and unamortized debt discount and expense less unamortized debt
premium;

(ii) all depreciation, valuation and other reserves;

(iii) current liabilities;

(iv) in the case of the Issuer, any minority interest in the stock
and surplus of Restricted Subsidiaries of the Issuer;

(v) in the case of the Guarantor, any minority interest in the stock
and surplus of Domestic Subsidiaries of the Guarantor;

(vi) in the case of the Issuer, the investment of the Issuer and its
Restricted Subsidiaries in any Subsidiary of the Issuer which is not a
Restricted Subsidiary;

(vii) in the case of the Guarantor, the investment of the Guarantor
and its Domestic Subsidiaries in any Subsidiary of the Guarantor which is
not a Domestic Subsidiary;

(viii) deferred income and deferred liabilities; and

(ix) other items deductible under generally accepted accounting
principles.

"Conversion Date": See Section 3.12(e).

"Conversion Rate": See Section 7.13.

"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, except that, with respect to presentation of Registered
Securities for payment or for registration of transfer and exchange,
presentation of Unregistered Securities for registration and the location of
the Securities Register, such term shall mean such office or the agency of the
Trustee designated for such purpose.

"Coupon" means any interest coupon appertaining to any Security.
<PAGE> 15
5

"Coupon Security" means any Security authenticated and delivered with one
or more Coupons appertaining thereto.

"Depository" means with respect to any series of Securities for which the
Issuer shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered under the Securities and Exchange Act of
1934, as amended, or other applicable statute or regulation, which, in each
case, shall be designated by the Issuer pursuant to either Section 2.4 or 3.1.

"Distribution": means the distribution to shareholders of the Guarantor
of all the shares of common stock of the Issuer and all the shares of common
stock of ITT Hartford Group, Inc.

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

"Dollar Determination Agent" means the New York clearing house bank, if
any, from time to time selected by the Issuer for purposes of Section 3.12.

"Dollar Equivalent of the Currency Unit": See Section 3.12(h).

"Dollar Equivalent of the Foreign Currency": See Section 3.12(g).

"Domestic Subsidiary" means each Subsidiary of the Guarantor which is
neither a Foreign Subsidiary nor an Unrestricted Subsidiary.

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

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

"Event of Default" means any event or condition specified as such in
Section 7.1 which shall have continued for the period of time, if any, therein
designated.
<PAGE> 16
6

"Exchange Rate Officer's Certificate" means a telex or a certificate
setting forth (i) the applicable Official Currency Unit Exchange Rate and (ii)
the Dollar or Foreign Currency amounts of principal, premium, if any and
interest, if any, respectively (on an aggregate basis and on the basis of a
Security having a principal amount of 1,000 in the relevant currency unit),
payable on the basis of such Official Currency Unit Exchange Rate, sent (in the
case of a telex) or signed (in the case of a certificate) by the Treasurer or
any Associate or Assistant Treasurer of the Issuer and delivered to the
Trustee.

"Fair Value" when used with respect to property, means the fair value as
determined in good faith by the Board of Directors.

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

"Foreign Subsidiary" means any Subsidiary substantially all of the
operating assets of which are located, or substantially all of the business of
which is carried on, outside the United States of America and any territory or
possession of the United States of America, but such term shall not include any
Subsidiary which is incorporated under the laws of any state of the United
States of America and substantially all of the assets of which consist of
securities of other Subsidiaries.

"Fully Registered Security" means any Security registered as to principal
and interest, if any.

"Gaming Authority" means the Nevada Gaming Commission, the Nevada Gaming
Control Board, the New Jersey Casino Control Commission, the New Jersey
Division of Gaming Enforcement or any similar commission or agency of any state
or other legal jurisdiction having jurisdiction over the gaming activities or
any proposed or future gaming activities of the Issuer or a Subsidiary of the
Issuer or any successor thereto.

"Gaming Laws" means all laws pursuant to which any Gaming Authority
possesses licensing or permit authority over gaming activities conducted by the
Issuer or any of its Subsidiaries within its jurisdiction.

"Global Security" means, with respect to any series of Securities, a
Security executed by the Issuer and authenticated and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in
accordance with this Indenture and pursuant to an Issuer Order, which (i) shall
be registered in the name of the Depositary, or its nominee and (ii) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities
<PAGE> 17
7

of such series or any portion thereof, in either case having the same terms,
including, without limitation, the same issue date, date or dates on which
principal is due, and interest rate or method of determining interest.

"Government Obligations" means, with respect to the Securities of any
series, securities which are (i) direct obligations of the government which
issued the currency, in which the Securities of such series are denominated or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the government which issued the currency in which
the Securities of such series are denominated the payment of which is
unconditionally guaranteed by such government, and which, in either case, are
full faith and credit obligations of such government and are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of the Government Obligation evidenced by such depository receipt.

"Guarantee" means each guarantee of the Securities contained in Article
Fourteen given by the Guarantor.

"Guarantor" means ITT Corporation, a Delaware corporation, until a
successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter, "Guarantor" shall mean each such
successor corporation.

"Holder" means, with respect to a Registered Security, any person in whose
name at the time a particular Registered Security is registered in the
Securities Register; with respect to an Unregistered Security, the bearer of
such Unregistered Security; and, with respect to a Coupon, the bearer thereof.

"Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented,
and shall include the forms and terms of particular series of Securities
established as contemplated hereunder, regardless of the currency or currency
unit in which such Securities are denominated.
<PAGE> 18
8

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

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities of any series.

"Issuer" means ITT Destinations, Inc., a Nevada corporation, and, subject
to Article Twelve, its successors and assigns.

"Issuer Order" and "Issuer Request" mean a written order and a written
request, respectively, signed in the name of the Issuer by the chairman or any
vice chairman or the president or any vice president and by the treasurer or
any associate or assistant treasurer or the secretary or any assistant
secretary of the Issuer and delivered to the Trustee.

"Market Exchange Rate": See Section 3.12(i).

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

"Obligations": See Section 14.1.

"Officers' Certificate" means a certificate signed by the chairman or any
vice chairman or the president or any vice president and by the treasurer or
any associate or assistant treasurer or the secretary or any assistant
secretary of the Issuer or the Guarantor, as the case may be, and delivered to
the Trustee. Each such certificate shall include the statements provided for
in Section 15.6 if and to the extent required thereby.

"Official Currency Unit Exchange Rate" means, with respect to any payment
to be made hereunder, the exchange rate between the relevant currency unit and
the Dollar calculated by the agency specified pursuant to Section 3.1 for the
Securities of the relevant series (in the case of the ECU, calculated by the
Commission of the European Communities, and currently based on the rates in
effect at 2:30 p.m., Brussels time, on the exchange markets of the Component
Currencies of the ECU), on the second Business Day (in the city in which such
agency has its principal office) immediately preceding the applicable payment
date.

"Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer or the Guarantor, as the
<PAGE> 19
9

case may be, or who may be other counsel satisfactory to the Trustee. Each
such opinion shall include the statements provided for in Section 15.6 if and
to the extent required thereby.

"Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

"Original Issue Discount Security" means (i) 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 7.1
and (ii) any other Security deemed an Original Issue Discount Security for
United States Federal income tax purposes.

"Outstanding" (except as otherwise provided in Section 8.8), when used
with reference to Securities, shall, subject to the provisions of Section 9.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

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

(b) Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been deposited in trust
with the Trustee or with any Paying Agent (other than the Issuer) or shall
have been set aside, segregated and held in trust by the Issuer for the
Holders of such Securities (if the Issuer shall act as its own Paying
Agent); provided that, if such Securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption shall
have been given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and

(c) Securities in substitution for which other Securities shall have
been authenticated and delivered, or which shall have been paid, pursuant
to the terms of Section 3.7 (except with respect to any such Security as
to which proof satisfactory to the Trustee is presented that such Security
is held by a person in whose hands such Security is a legal, valid and
binding obligation of the Issuer).

In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of
<PAGE> 20
10

an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 7.1.

"Overdue Rate" with respect to any series of Securities means the rate
designated as such in or pursuant to the resolution of the Board of Directors
of the Issuer or the supplemental indenture, as the case maybe, relating to
such series as contemplated by Section 3.1.

"Paying Agent" means any person authorized by the Issuer to pay the
principal of, or premium, if any or interest, if any on, any Securities on
behalf of the Issuer.

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

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of, and the premium if
any and interest if any on, the Securities of such series are payable as
specified pursuant to Section 3.1.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.7 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

"Principal Property" means, with respect to the Issuer, any single
property owned by the Issuer or any Restricted Subsidiary having a gross book
value in excess of 2% of the Issuer's Consolidated Net Tangible Assets, except
any such property or portion thereof which the Issuer's Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Issuer and its Restricted Subsidiaries as an entirety, and,
with respect to the Guarantor, any single manufacturing or processing facility
owned by the Guarantor or any Domestic Subsidiary having a gross book value in
excess of 2% of the Guarantor's Consolidated Net Tangible Assets, except any
such facility or portion thereof which the Guarantor's Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Guarantor and its Domestic Subsidiaries as an entirety.
<PAGE> 21
11

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

"Redemption Price", when used with respect to any Security to be redeemed,
means the price, in the Dollars or the Foreign Currency or currency unit in
which such Security is denominated or which is otherwise provided for pursuant
to this Indenture, at which it is to be redeemed pursuant to this Indenture.

"Registered Holder" means, with respect to a Registered Security, the
Person in whose name such Security is registered in the Securities Register.

"Registered Security" means any Security registered as to principal.

"Required Currency": See Section 15.10.

"Responsible Officer" when used with respect to the Trustee means any
officer in the Corporate Trust Office of the Trustee and any other officer of
the Trustee to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

"Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.

"Security" or "Securities" (except as otherwise provided in Section 8.8)
has the meaning stated in the recitals of this Indenture and more particularly
shall mean any Registered or Unregistered Securities authenticated and
delivered under this Indenture.
<PAGE> 22
12

"Securities Register" and "Securities Registrar": See Section 3.6.

"Specified Amount": See Section 3.12(i).

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

"Subsidiary" means, with respect to the Issuer, any corporation more than
50% of the voting stock of which at the time is owned or controlled, directly
or indirectly, by the Issuer or the accounts of which are in fact consolidated
with the accounts of the Issuer, and, with respect to the Guarantor, any
corporation more than 50% of the voting stock of which at the time is owned or
controlled, directly or indirectly, by the Guarantor or the accounts of which
are in fact consolidated with the accounts of the Guarantor.

"Trustee" means the person identified as "Trustee" in the first paragraph
of this Indenture and, subject to the provisions of Article Eight shall also
include any successor trustee. If there shall be more than one Trustee at any
one time, "Trustee" shall mean each such Trustee and shall apply to each such
Trustee only with respect to those series of Securities with respect to which
it is serving as Trustee.

"Trust Indenture Act" (except as otherwise provided in Sections 11.1 and
11.2) means the Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, and as in force at the date as of which this Indenture was
originally executed.

"Unregistered Security" means any Security that is not registered as to
principal.

"Unrestricted Subsidiary" means, with respect to the Issuer, or the
Guarantor, as the case may be, any Subsidiary which has been designated by
Board Resolution as an Unrestricted Subsidiary, other than any such Subsidiary
as to which such a designation has been rescinded by Board Resolution and not
thereafter, or after some subsequent such rescission, restored by Board
Resolution, or any Subsidiary 50% or less of the voting stock of which is owned
directly by the Issuer or the Guarantor, as the case may be, and/or one or more
of its respective Restricted Subsidiaries. A Subsidiary may not be designated
as (or otherwise permitted to become) an Unrestricted Subsidiary unless,
immediately after such Subsidiary becomes an Unrestricted Subsidiary, such
Subsidiary would not own any capital stock
<PAGE> 23
13

of, or hold any indebtedness of, any Restricted Subsidiary. A designation as
an Unrestricted Subsidiary may not be rescinded (or an Unrestricted Subsidiary
otherwise permitted to become a Restricted Subsidiary) unless such Subsidiary
(i) is not a party to any lease which it would have been prohibited by Section
4.5, in the case of the Issuer, or Section 5.1, in the case of the Guarantor,
from entering into had it been a Restricted Subsidiary at the time it entered
into such lease, unless (x) such Subsidiary had not been a Restricted
Subsidiary prior to its entering into such lease, or (y) the property subject
to such lease shall be owned by the Issuer or the Guarantor, as the case may
be, and/or one or more of its respective Restricted Subsidiaries, or (z) such
Subsidiary would not be prohibited by Section 4.5, in the case of the Issuer,
or Section 5.1, in the case of the Guarantor, from entering into such lease
immediately after it becomes a Restricted Subsidiary, and (ii) does not have
outstanding upon and of its property any mortgage, pledge or other lien which
it would be prohibited by Section 4.6, in the case of the Issuer, or Section
5.2, in the case of the Guarantor, from creating, suffering to be created, or
assuming, immediately after it becomes a Restricted Subsidiary. Upon any
designation of a Subsidiary as an Unrestricted Subsidiary, or any rescission of
and such designation, the Issuer or the Guarantor, as the case may be, shall,
within 30 days of the date of the adoption of the Board Resolution effecting
such action, deliver to the Trustee a copy of such Board Resolution together
with an Officers' Certificate to the effect that such action is in compliance
with the foregoing provisions of this paragraph.

"Valuation Date": See Section 3.12(e).

"Vice President" when used with respect to the Issuer or the Guarantor, as
the case may be, means any vice president, whether or not designated by a
number or a word or words added before or after the title of "vice president".

SECTION 1.2. Other Defined Terms. Certain other terms are defined in
Article Eight.

ARTICLE TWO

SECURITY FORMS

SECTION 2.1. Forms Generally. The Securities of each series, and the
Coupons if any, to be attached thereto, shall be in substantially the form as
shall be established pursuant to Section 3.1 in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed
thereon as the Issuer may deem appropriate and as are not inconsistent with the
provisions of this Indenture or as may
<PAGE> 24
14

be required to comply with any law or with any rules or regulations made
pursuant thereto or with any rules or regulations of any securities exchange on
which any of the Securities may be listed, or as may, consistently herewith, be
determined by the officers executing such Securities, and Coupons, if any, as
evidenced by their execution of the Securities, and Coupons, if any.

The definitive Securities, and Coupons, if any, 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 of such
Securities, and Coupons, if any, as evidenced by their execution of such
Securities, and Coupons, if any, subject, with respect to the Securities of any
series, to the rules of any securities exchange on which the Securities of such
series are listed.

SECTION 2.2. Form of Trustee's Certificate of Authentication. The
Trustee's Certificate of Authentication on all Securities 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.

THE FIRST NATIONAL BANK
OF CHICAGO
as Trustee

by
----------------------------
Authorized Officer

SECTION 2.3. Form of Trustee's Certificate of Authentication by an
Authenticating Agent. If at any time there shall be an Authenticating Agent
appointed
<PAGE> 25
15

with respect to any series of Securities, then the Trustee's Certificate of
Authentication by such Authenticating Agent on all Securities of such series
shall be in substantially the following form:

THE FIRST NATIONAL BANK
OF CHICAGO
as Trustee

by [NAME OF AUTHENTICATING AGENT],
Authenticating Agent

by
------------------------------
Authorized Officer

SECTION 2.4. Securities Issuable in the Form of a Global Security. (a)
If the Issuer shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued in whole or in part in one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with Section 3.3 and the Issuer Order delivered to the Trustee thereunder,
authenticate and deliver a Global Security or Securities which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be
represented by such Global Security or Securities, (ii) shall be registered in
the name of the Depository for such Global Security or Securities or its
nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant
to the Depository's instruction and (iv) shall bear a legend substantially to
the following effect: "Except as otherwise provided in Section 2.4 of the
Indenture, this Security may be transferred, in whole but not in part, only to
a nominee of the Depository, or by a nominee of the Depository to the
Depository, or to a successor Depository or to a nominee of such successor
Depository."

(b) Notwithstanding any other provision of this Section 2.4 or of Section
3.6, the Global Security of a series may be transferred, in whole but not in
part and in the manner provided in Section 3.6, only to a nominee of the
Depository, for such series or by a nominee of the Depository to the Depository
or to a successor Depository for such series selected or approved by the Issuer
or to a nominee of such successor Depository.

(c) If at any time the Depository for a series of Securities notifies the
Issuer that it is unwilling or unable to continue as Depository for such series
or if at any time the Depository for such series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository for such
series is not appointed by
<PAGE> 26
16

the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such condition, as the case may be, this Section 2.4 shall no longer
be applicable to the Securities of such series and the Issuer will execute, and
the Trustee will, in accordance with Section 3.3 and an Issuer Order delivered
to the Trustee, authenticate and deliver, Fully Registered Securities of such
series, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Security. In addition, the Issuer may at any time determine that
the Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.4 shall no longer apply to
the Securities of such series. In such event the Issuer will execute and the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Issuer, will authenticate and deliver Fully Registered Securities of
such series, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series in exchange
for such Global Security. Upon the exchange of the Global Security for Fully
Registered Securities issued in exchange for the Global Security pursuant to
this Section 2.4(c), such (i) Global Security shall be cancelled by the
Trustee, and (ii) Fully Registered Securities shall be registered in such names
and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

ARTICLE THREE

THE SECURITIES

SECTION 3.1. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to the authority granted in a Board Resolution of
the Issuer or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

(1) the form of the Securities of any series and the Coupons, if any,
appertaining thereto:

(2) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);
<PAGE> 27
17

(3) 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 2.4, 3.6, 3.7, 3.10 or 16.3);

(4) the date or dates on which such Securities may be issued;

(5) the date or dates, which may be serial, on which the principal
of, and premium, if any, on, the Securities of such series shall be
payable;

(6) the rate or rates, or the method of determination thereof, at
which the Securities of such series shall bear interest, if any, the date
or dates from which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable and, in the case of Registered
Securities, the record dates, if other than as set forth in Section 3.8,
for the determination of Holders to whom interest is payable, and whether
any special terms and conditions relating to the payment of additional
amounts in respect of payments on the Securities of such series shall in
the event of certain changes in the United States Federal income tax laws
apply to Unregistered Securities of such series or to Registered
Securities of such series;

(7) the place or places where the principal of, and premium, if any,
and interest, if any, on Securities of the series shall be payable (if
other than as provided in Section 4.2);

(8) the provisions, if any, establishing the price or prices at
which, the period or periods within 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 Issuer, pursuant to any sinking fund or otherwise,
and whether any special terms and conditions of redemption shall apply to
Unregistered Securities of such series or to Registered Securities of such
series;

(9) the obligation, if any, of the Issuer to redeem, purchase or
repay Securities of the series pursuant to the sinking fund or analogous
provisions or at the option of a Holder thereof and the price or prices,
in the currency or currency unit in which the Securities of such series
are payable, at which and the period or periods within 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;
<PAGE> 28
18

(10) if other than denominations of 1,000 and any integral multiple
thereof, in Dollars or the Foreign Currency or currency unit in which the
Securities of such series are denominated, the denominations in which
Securities of such series shall be issuable;

(11) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
7.1 or provable in bankruptcy pursuant to Section 7.2;

(12) whether payment of the principal of, premium, if any, and
interest, if any, on the Securities of such series shall be with or
without deduction for taxes, assessments or governmental charges, and with
or without reimbursement of taxes, assessments or governmental charges
paid by Holders;

(13) any Events of Default with respect to the Securities of such
series, if not set forth herein;

(14) if other than the rate of interest stated in the title of the
Securities of such series, the applicable Overdue Rate;

(15) in case the Securities of such series do not bear interest, the
applicable dates for the purpose of clause (a) of Section 7.13;

(16) whether the Securities of such series are to be issued as
Registered Securities (with or without Coupons) or Unregistered Securities
or both, and, if Unregistered Securities or Coupon Securities are issued,
whether Unregistered Securities or Coupon Securities of such series may be
exchanged for Registered Securities or Fully Registered Securities of such
series and whether Registered Securities or Fully Registered Securities of
such series may be exchanged for Unregistered Securities of such series
and the circumstances under which and the place or places where and such
exchanges, if permitted, may be made;

(17) the currency or currencies, or currency unit or currency units,
whether in Dollars or a Foreign Currency or currency unit, in which the
principal of, and premium, if any, and interest, if any, on the Securities
of such series or any other amounts payable with respect thereto,
including, without limitation, Coupons, are to be denominated, payable,
redeemable or repurchaseable, as the case may be, and whether such
principal, premium, if any, and interest, if any, payable otherwise than
<PAGE> 29
19

in Dollars may, at the option of the holders of any Security of such
series, also be payable in Dollars;

(18) if other than as set forth in Section 13.1, provisions for the
satisfaction and discharge of the indebtedness represented by the
Securities of such series;

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

(20) if the amount of payment of principal of (and premium, if any)
or interest on the Securities of such series may be determined with
reference to an index, formula or other method based on a coin, currency,
or currency unit other than that in which the Securities are stated to be
payable or otherwise, the manner in which such amounts shall be
determined;

(21) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture); and

(22) any trustees, authenticating or paying agents, warrant agents,
transfer agents or registrars with respect to the Securities of such
series, and, if the Securities of such series are to be denominated and
payable in any currency other than Dollars, the initial Dollar
Determination Agent.

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 authority granted in such resolution of the Board of Directors of the
Issuer or in any such indenture supplemental thereto.

SECTION 3.2. Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable as Fully Registered Securities in
denominations of $1,000 and any integral multiple thereof, and shall be payable
in Dollars.

SECTION 3.3. Authentication, Dating and Delivery of Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Issuer may deliver Securities of any series, with appropriate Coupons, if
any, attached thereto, executed by the Issuer to the Trustee for
authentication. Except as otherwise provided in this Article Three, the
Trustee shall thereupon authenticate and deliver, or
<PAGE> 30
20

cause to be authenticated and delivered, said Securities to or upon Issuer
Order, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, prior
to the initial authentication of such Securities, and (subject to Section 8.1)
shall be fully protected in relying upon:

(1) a Board Resolution of the Issuer relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
Resolution, in each case certified by the Secretary or an Assistant
Secretary of the Issuer;

(2) an executed supplemental indenture, if any, relating thereto;

(3) an Officers' Certificate of the Issuer which shall state that
all conditions precedent provided for in this Indenture relating to the
issuance of such Securities have been complied with, that no Event of
Default with respect to any series of Securities has occurred and is
continuing and that the issuance of such Securities does not constitute
and will not result in (i) any Event of Default or any event or condition,
which, upon the giving of notice or the lapse of time or both, would
become an Event of Default or (ii) any default under the provisions of any
other instrument or agreement by which the Issuer is bound;

(4) an Opinion of Counsel, which shall state

(a) that the form and the terms of such Securities and Coupons,
if any, have been established by or pursuant to the authority granted
in a Board Resolution of the Issuer delivered to the Trustee pursuant
to subparagraph (a) above or by a supplemental indenture delivered to
the Trustee pursuant to subparagraph (b) above as provided by Section
3.1 and in accordance with the provisions of this Indenture;

(b) that such Securities, when authenticated and delivered by
the Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute
(together with the Coupons, if any appertaining thereto) valid and
binding obligations of the Issuer enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity principles;
<PAGE> 31
21

(c) that the Issuer has the corporate power to issue such
Securities and Coupons, if any and has duly taken all necessary
corporate action with respect to such issuance;

(d) that the issuance of such Securities and Coupons, if any,
will not contravene the charter or by-laws of the Issuer or result in
any violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other agreement known to
such Counsel by which the Issuer or any of its Subsidiaries is bound;

(e) that all laws and requirements in respect of the execution
and delivery by the Issuer of the Securities and Coupons, if any, and
the related supplemental indenture, if any, have been complied with
and that authentication and delivery of such Securities and Coupons,
if any, and the execution and delivery of the related supplemental
indenture, if any, by the Trustee will not violate the terms of the
Indenture; and

(f) such other matters as the Trustee may reasonably request; and

(5) In the event the Guarantee pursuant to Article Fourteen hereof is
applicable, an Opinion of Counsel to the Guarantor, which shall state

(a) that such Guarantee will constitute a valid and binding
obligation of the Guarantor enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles;

(b) that the Guarantor has the corporate power to guarantee the
Securities and has duly taken all necessary corporate action with
respect thereto; and

(c) that such Guarantee will not contravene the charter or
by-laws of the Guarantor or result in any violation of any of the
terms or provisions of any law or regulation or of any indenture,
mortgage or other agreement known to such Counsel by which the
Guarantor or any of its Subsidiaries is bound.

Notwithstanding the provisions of Section 3.1 and of this Section 3.3, if
all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate or supplemental
indenture otherwise required pursuant to Section 3.1 or the Issuer Order,
Officers' Certificate and Opinion
<PAGE> 32
22

of Counsel required pursuant to this Section 3.3 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series to be issued; provided, however, that any subsequent
request by the Issuer to the Trustee to authenticate Securities of such series
shall constitute a representation and warranty by the Issuer that as of the
date of such request the statements made in the Officers' Certificate delivered
pursuant to Section 3.3(3) shall be true and correct on the date thereof as if
made on and as of the date thereof.

The Trustee shall have the right to decline to authenticate and deliver
any Securities together with any Coupons appertaining thereto under this
Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its
board of directors or board of trustees, executive committee, or a trust
committee of directors or trustees and/or responsible officers shall determine
that such action would expose the Trustee to personal liability to existing
Holders.

Each Registered Security shall be dated the date of its authentication.

SECTION 3.4. Execution of Securities and Coupons. The Securities and
Coupons, if any, appertaining thereto, shall be signed in the name of and on
behalf of the Issuer by both (a) its chairman or any vice chairman or its
president or any vice president and (b) by its treasurer or any associate or
assistant treasurer or its secretary or any assistant secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be
the manual or facsimile signatures of such officers. The seal of the Issuer
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced thereon. Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of any Security or Coupon that
has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupons, if any, so signed shall be authenticated (in the case of
the Securities) and delivered by or on behalf of the Trustee or disposed of by
the Issuer, such Securities and Coupons, if any, appertaining thereto
nevertheless may be authenticated (in the case of the Securities) and delivered
or disposed of as though the person who signed such Securities or Coupons, if
any, had not ceased to be such officer of the Issuer; and any Security or
Coupon, if any, may be signed on behalf of the Issuer by such persons as, at
the actual date of the execution of such Security or Coupon, if any, shall be
the proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.
<PAGE> 33
23

The Trustee shall not authenticate or deliver any Coupon Security until
any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

SECTION 3.5. Certificate of Authentication. No Security or Coupon
appertaining thereto shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form hereinbefore recited,
executed by or on behalf of the Trustee by manual signature. Such certificate
by or on behalf of the Trustee upon any Security executed by the Issuer shall
be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

SECTION 3.6. Registration; Registration of Transfer and Exchange.
Subject to the conditions set forth below, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same
series of other authorized denominations. Securities to be exchanged shall be
surrendered together, in the case of Coupons Securities, with all unmatured
Coupons and matured Coupons in default appertaining thereto, at the offices or
agencies to be maintained by the Issuer for such purposes as provided in
Section 4.2, and the Issuer shall execute and register and the Trustee or any
Authenticating Agent shall authenticate and deliver in exchange therefor the
Security or Securities which the Holder making the exchange shall be entitled
to receive.

The Issuer shall keep or cause to be kept, at one of said offices or
agencies, a register for each series of Securities issued hereunder which may
include Registered Securities (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, and subject also to the provisions of Section 2.4, the Issuer
shall provide for the registration of Registered Securities of such series and
shall register the transfer of Registered Securities of such series as in this
Article Three provided. The Securities Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Trustee and the Authenticating Agent are hereby appointed
"Securities Registrars" for the purpose of registering Registered Securities
and registering transfers of Registered Securities as herein provided. Subject
to the provisions of Section 2.4, upon due presentment for registration of
transfer of any Security of any series at any such office or agency, the Issuer
shall execute and register and the Trustee or any Authenticating Agent shall
authenticate and deliver in the name of the transferee or transferees a new
Registered Security or Securities of the same series for an equal aggregate
principal amount.

Subject to the provisions of Section 2.4, at the option of the Holder
thereof, Securities of any series, whether Registered Securities or
Unregistered
<PAGE> 34
24

Securities, which by their terms are registrable as to principal only or as to
principal and interest, may, to the extent and under the circumstances
specified pursuant to Section 3.1, be exchanged for such Registered Securities
with Coupons or Fully Registered Securities of such series, as may be issued by
the terms thereof. Securities of any series, whether Registered Securities or
Unregistered Securities, which by their terms provide for the issuance of
Unregistered Securities, may not, except to the extent and under the
circumstances specified pursuant to Section 3.1, be exchanged for Unregistered
Securities of such series. Unregistered Securities of any series issued in
exchange for Registered Securities of such series between the record date for
such Registered Securities and the next Interest Payment Date will be issued
without the Coupon relating to such Interest Payment Date, and Unregistered
Securities surrendered in exchange for Registered Securities between such dates
shall be surrendered without the Coupon relating to such Interest Payment Date.

Upon presentation for registration of any Unregistered Security of any
series which by its terms is registrable as to principal, at the office or
agency of the Issuer to be maintained as provided in Section 4.2, such Security
shall be registered as to principal in the name of the Holder thereof, and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the Securities Register of the Issuer upon presentation of
such Security at such office or agency for similar notation thereon, but, to
the extent permitted by law, such security, may be discharged from registration
by being in a like manner transferred to bearer whereupon transferability by
delivery shall be restored. To the extent permitted by law, Unregistered
Securities shall continue to be subject to successive registrations and
discharges from registration at the option of the Holders thereof.

Unregistered Securities and Coupons shall be transferred by delivery. All
Securities presented for registration of transfer or for exchange, redemption
or payment shall (if so required by the Issuer or the Securities Registrar) be
duly endorsed by, or be accompanied by, a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Securities Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.

Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section 3.6 shall be the valid obligation of the
Issuer, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon
registration of such transfer or exchange.

No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
<PAGE> 35
25

connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, 11.6 or 16.3 not involving any
transfer.

The Issuer shall not be required (a) to issue, exchange or register the
transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be so
redeemed. None of the Issuer, the Trustee, any Paying Agent or Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

SECTION 3.7. Mutilated, Defaced, Destroyed, Lost and Stolen Securities or
Coupons. In case any temporary or definitive Security, shall become mutilated,
defaced or be destroyed, lost or stolen, and in the absence of notice to the
Issuer or the Trustee that such Security or Coupon has been acquired by a bona
fide purchaser, the Issuer in the case of a mutilated Security or Coupon shall,
and in the case of a lost, stolen or destroyed Security or Coupon may in its
discretion, execute, and upon an Issuer Request, the Trustee shall authenticate
and deliver, a new Security with like Coupons, if any, as those attached to the
mutilated, destroyed, lost or stolen Security (so that neither gain nor loss in
interest shall result), of the same series, tenor and principal amount, and
bearing a number, letter or other distinguishing symbol not contemporaneously
outstanding, or a new Coupon, as appropriate, in exchange and substitution for
the mutilated Security or Coupon, or in lieu of and in substitution for the
Security or Coupon so destroyed, lost or stolen, or if any such Security or
Coupon shall have matured or shall be about to mature, instead of issuing a
substituted Security or Coupon, the Issuer may pay or authorize the payment of
the same without surrender thereof (except in the case of a mutilated Security
or Coupon); provided, however, that interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an office or
agency located outside of the United States, unless otherwise provided pursuant
to Section 3.1. In every case the applicant for a substituted Security or
Coupon shall furnish to the Issuer and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

Upon the issuance of any substitute Security or Coupon under this Section
3.7, the Issuer may require the payment of a sum sufficient to cover any tax
<PAGE> 36
26

or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. In case any Security or Coupon
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may, instead of issuing a substitute Security or Coupon, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section 3.7 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other
Securities and Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions of
this Section 3.7 are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and Coupons and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

SECTION 3.8. Payment of Interest; Interest Rights Preserved. The Holder
of any Fully Registered Securities at the close of business on any record date
with respect to any Interest Payment Date shall be entitled to receive the
interest, if any, payable on such Interest Payment Date not withstanding the
cancelation of such Securities upon any transfer or exchange subsequent to the
record date and prior to such Interest Payment Date, and, if provided for in
the Board Resolution pursuant to Section 3.1, in the case of a Security issued
between a record date and the initial Interest Payment Date relating to such
record date, interest for the period beginning on the date of issue and ending
on such initial Interest Payment Date shall be paid to the person to whom such
Security shall have been originally issued. In the case of Coupon Securities,
the Holder of any Coupon shall be entitled to receive the interest, if any,
payable on such Interest Payment Date, upon surrender on such Interest Payment
Date of the Coupon appertaining thereto in respect of such interest. Except as
otherwise specified as contemplated by Section 3.1, for Fully Registered
Securities
<PAGE> 37
27

of a particular series the term "record date" as used in this Section 3.8 with
respect to any Interest Payment Date shall mean the close of business on the
last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of a calendar month and shall mean
the close of business on the fifteenth day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the first day of a
calendar month, whether or not such day shall be a New York Business Day. At
the option of the Issuer, payment of interest on any Fully Registered Security
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

If and to the extent the Issuer shall default in the payment of the
interest due on such Interest Payment Date in respect of any Fully Registered
Securities such defaulted interest shall be paid by the Issuer, at its election
in each case, as provided in clause (1) or (2) below:

(1) The Issuer may make payment of any defaulted interest to the
Holder of Fully Registered Securities at the close of business on a
subsequent record date established by notice given by mail, first-class
postage prepaid by or on behalf of the Issuer to such Holder at his
address as it appears on the Security Register not less than 15 days
preceding such subsequent record date, such record date to be not less
than 10 days preceding the date of payment of such defaulted interest.

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

Any defaulted interest payable in respect of a Coupon Security of any
series shall be payable pursuant to such procedures as may be satisfactory to
the Trustee in such manner that there is no discrimination between the Holders
of Fully Registered Securities and Coupon Securities of such series, and notice
of the payment date therefor shall be given by the Trustee, in the name and at
the expense of the Issuer, in the manner provided in Section 15.4.

Subject to the foregoing provisions of this Section 3.8, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
<PAGE> 38
28

SECTION 3.9. Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, and all Coupons surrendered for payment or exchange, if
surrendered to the Issuer or any Paying Agent or any Securities Registrar,
shall be delivered to the Trustee for cancellation or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities or Coupons shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities and Coupons held by
it and deliver a certificate of destruction to the Issuer. If the Issuer shall
acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.

SECTION 3.10. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
securities all as may be determined by the Issuer with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be
executed by the Issuer and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Temporary Securities may be issued as Registered
Securities or Unregistered Securities, with or without one or more Coupons
attached. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities
of such series may be surrendered in exchange therefor without charge to a
Holder at the Corporate Trust Office of the Trustee or, in the case of
temporary Securities issued in respect of Unregistered Securities of any
series, at the Corporate Trust Office of the Trustee located in a city
specified elsewhere in this Indenture or pursuant to Section 3.1, and the
Trustee shall authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of the
same series with appropriate Coupons, if any, attached. Such exchange shall be
made by the Issuer at its own expense and without any charge therefor to a
Holder except that in case of any such exchange involving any registration of
transfer the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series authenticated and delivered hereunder.
<PAGE> 39
29

SECTION 3.11. Computation of Interest. Except as otherwise specified
as contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

SECTION 3.12. Currency and Manner of Payments in Respect of
Securities.

(a) With respect to Registered Securities of any series denominated
in Dollars or Foreign Currency and with respect to Registered Securities of any
series denominated in any currency unit, including, without limitation, ECU,
with respect to which the Holders of Securities of such series have not made
the election provided for in paragraph (b) below, the following payment
provisions shall apply:

(1) Except as provided in subparagraph (a)(2) or in paragraph
(e) below, payment of the principal of and premium, if any, on any
Registered Security will be made at the Place of Payment by delivery
of a check in the currency or currency unit in which the Security is
payable on the payment date against surrender of such Registered
Security, and any interest on any Fully Registered Security will be
paid at the Place of Payment by mailing a check in the currency or
currency unit in which such interest is payable to the Person entitled
thereto at the address of such Person appearing on the Securities
Register.

(2) Payment of the principal of, premium, if any, and (with
respect to Fully Registered Securities only) interest on such Security
may also, subject to applicable laws and regulations, be made at such
other place or places as may be designated by the Issuer by any
appropriate method.

(b) With respect to Registered Securities of any series denominated
in any Foreign Currency or currency unit, including, without limitation, ECU,
the following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:

(1) It may be provided pursuant to Section 3.1 with respect
to the Securities of such series that Holders shall have the option to
receive payments of principal of, premium, if any, and (with respect
to Fully Registered Securities only) interest, if any, on such
Securities in any of the currencies which may be designated for such
election in such Securities by delivering to the Trustee a written
election, to be in form and substance satisfactory to the Trustee, not
later than the close of business on the record date immediately
preceding the applicable payment date. Such election will remain in
effect for such Holder until
<PAGE> 40
30

changed by the Holder by written notice to the Trustee (but any such
change must be made not later than the close of business on the record
date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change may be
made with respect to payments to be made on any Security of such
series with respect to which notice of redemption has been given by
the Issuer pursuant to Article Sixteen). Any Holder of any such
Security, who shall not have delivered any such election to the
Trustee not later than the close of business on the applicable record
date will be paid the amount due on the applicable payment date in the
relevant currency unit as provided in paragraph (a) of this Section
3.12. Payment of principal of and premium, if any, shall be made on
the payment date against surrender of such Security. Payment of
principal of, premium, if any, and (with respect to Fully Registered
Securities only) interest, if any, shall be made at the Place of
Payment by mailing at such location a check, in the applicable
currency or currency unit, to the Person entitled thereto at the
address of such Person appearing on the Securities Register.

(2) Payment of the principal of, premium, if any, and (with
respect to Fully Registered Securities only) interest, if any, on such
Security may also, subject to applicable laws and regulations, be made
at such other place or places as may be designated by the Issuer by
any appropriate method.

(c) Payment of the principal of, and premium, if any, on any
Unregistered Security and of interest on any Coupon Security will be made
unless otherwise specified pursuant to Section 3.1 or Section 11.1(f) by a
Paying Agent at such place or places outside the United States as may be
designated by the Issuer pursuant to any applicable laws or regulations by any
appropriate method in the currency or currency unit in which the Security is
payable (except as provided in paragraph (e) below) on the payment date against
surrender of the Unregistered Security, in the case of payment of principal and
premium, if any, or the relevant Coupon, in the case of payment of interest, if
any. Except as provided in paragraph (e) below, payment with respect to
Unregistered Securities and Coupons will be made by check, subject to any
limitations on the methods of effecting such payment as shall be specified in
the terms of the Security established as provided in Section 3.1 and Section
11.1(f) and as shall be required under applicable laws and regulations.

(d) Not later than the fourth Business Day after the record date for
each payment date, the Trustee will deliver to the Issuer a written notice
specifying, in the currency or currency unit in which each series of the
Securities is payable, the
<PAGE> 41
31

respective aggregate amounts of principal of, premium, if any, and interest, if
any, on the Securities to be made on such payment date, specifying the amounts
so payable in respect of Fully Registered Securities, Registered Securities
with Coupons and Unregistered Securities and in respect of the Registered
Securities as to which the Holders of Securities denominated in any currency
unit shall have elected to be paid in another currency as provided in paragraph
(b) above. If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.1 and if at least one Holder has made such
election, then, not later than the eighth Business Day following each record
date the Issuer will deliver to the Trustee and each Paying Agent an Exchange
Rate Officer's Certificate in respect of the Dollar or Foreign Currency
payments to be made on such payment date. The Dollar or Foreign Currency
amount receivable by Holders of Registered Securities denominated in a currency
unit who have elected payment in such currency as provided in paragraph (b)
above shall be determined by the Issuer on the basis of the applicable Official
Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's
Certificate.

(e) If a Foreign Currency in which any of the Securities are
denominated or payable ceases to be used both by the government of the country
which issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, or if the ECU
ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities, or if any other currency unit in which a Security is denominated
or payable ceases to be used for the purposes for which it was established,
then with respect to each date for the payment of principal of, or premium, if
any, and interest, if any, on the applicable Securities denominated or payable
in such Foreign Currency, the ECU or such other currency unit occurring after
the last date on which such Foreign Currency, the ECU or such other currency
unit was so used (the "Conversion Date"), the Dollar shall be the currency of
payment for use on each such payment date. The Dollar amount to be paid by the
Issuer to the Paying Agent and by the Paying Agent to the Holders of such
Securities with respect to such payment date shall be the Dollar Equivalent of
the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent
of the Currency Unit as determined by the Dollar Determination Agent as of the
record date, if any, with respect to any Interest Payment Date or the fifteenth
day before the Maturity of an installment of principal (the "Valuation Date"),
in the manner provided in paragraph (g) or (h) below.

(f) If the Holder of a Registered Security denominated in a currency
unit elects payment in a specified Foreign Currency as provided for by
paragraph (b) and such Foreign Currency ceases to be used both by the
government of the country which issued such currency and for the settlement of
transactions by public institutions of or within the international banking
community, such Holder shall receive payment in such currency unit, and if ECU
ceases to be used both within the
<PAGE> 42
32

European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, or if any other such
currency unit ceases to be used for the purposes for which it was established,
such Holder shall receive payment in Dollars.

(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by, and shall be set forth in a certificate delivered to the Issuer,
the Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be obtained by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Valuation Date.

(h) The "Dollar Equivalent of the Currency Unit" shall be determined
by, and shall be set forth in a certificate delivered to the Issuer, the
Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be the sum obtained by adding together the results
obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate on the Valuation Date for such Component
Currency.

(i) For purposes of this Section 3.12, the following terms shall have
the following meanings:

A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, the ECU.

A "Specified Amount" of a Component Currency shall mean the number of
units or fractions thereof which such Component Currency represented in the
relevant currency unit, including, but not limited to, the ECU, on the
Conversion Date. If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single currency shall
thereafter be a Component Currency. If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by specified amounts of such two or
more currencies, the sum of which, at the Market Exchange Rate of such two or
more currencies on the date of such replacement, shall be equal to the
Specified Amount of such former Component Currency divided by the number of
currencies into which such Component Currency was divided, and such
<PAGE> 43
33

amounts shall thereafter be Specified Amounts and such currencies shall
thereafter be Component Currencies.

"Market Exchange Rate" shall mean for any currency the noon Dollar
buying rate for that currency for cable transfers quoted in New York City on
the Valuation Date as certified for customs purposes by the Federal Reserve
Bank of New York. If such rates are not available for any reason with respect
to one or more currencies for which an Exchange Rate is required, the Dollar
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency in question, or such other
quotations as the Dollar Determination Agent shall deem appropriate. Unless
otherwise specified by the Dollar Determination Agent, if there is more than
one market for dealing in any currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
shall be that upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.

All decisions and determinations of the Dollar Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit and the Market Exchange Rate shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Issuer, the Trustee, any Paying Agent
and all Holders of the Securities and Coupons denominated or payable in the
relevant currency or currency units. In the event that a Foreign Currency,
ceases to be used both by the government of the country which issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, the Issuer, after learning thereof,
will immediately give notice thereof to the Trustee (and the Trustee will
promptly thereafter give notice in the manner provided in Section 15.4 to the
Holders) specifying the Conversion Date. In the event the ECU ceases to be
used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities, or
any other currency unit in which Securities or Coupons are denominated or
payable, ceases to be used for the purposes for which it was established, the
Issuer, after learning thereof, will immediately give notice thereof to the
Trustee (and the Trustee will promptly thereafter give notice in the manner
provided in Section 15.4 to the Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the
event of any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above, the Issuer, after learning thereof, will
similarly give notice to the Trustee. The Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Issuer
and the Dollar Determination Agent, if any, and shall
<PAGE> 44
34

not otherwise have any duty or obligation to determine such information
independently.

SECTION 3.13. Compliance with Certain Laws and Regulations. If any
Unregistered Securities or Coupon Securities are to be issued in any series of
Securities, the Issuer will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that such Unregistered Securities or Coupon Securities are sold
or resold, exchanged, transferred and paid only in compliance with such laws
and regulations and without adverse consequences to the Issuer.

ARTICLE FOUR

COVENANTS OF THE ISSUER

The Issuer covenants and agrees for the benefit of each series of
Securities that on and after the date of execution of this Indenture and, except
as otherwise provided, so long as any of the Securities of such series remain
outstanding, as to which the Issuer remains an obligor:

SECTION 4.1. Payment of Securities. The Issuer will duly and
punctually pay or cause to be paid (in the Dollars or the Foreign Currency or
currency unit in which the Securities of such series and Coupons, if any,
appertaining thereto are payable, except as otherwise specified as contemplated
by Section 3.1 for the Securities of such series and except as provided in
Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture) the principal of, the
premium, if any, and interest, if any, on the Securities of such series at the
place or places, at the respective times and in the manner provided in such
Securities, in any Coupons appertaining thereto, and in this Indenture. Each
installment of interest on the Registered Securities of any series may be paid
by mailing checks for such interest payable to or upon the written order of the
Holders of Registered Securities entitled thereto as they shall appear on the
registry books of the Issuer.

The interest on Coupon Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature. The interest,
if any, on any temporary Unregistered Security shall be paid, as to any
installment of interest evidenced by a Coupon attached thereto, if any, only
upon presentation and surrender of such Coupon, and, as to other installments
of interest, if any, only upon presentation of such Security for notation
thereon of the payment of such interest.

SECTION 4.2. Offices or Agency. So long as any of the Securities
remain Outstanding, the Issuer will maintain in the Borough of Manhattan, The
City
<PAGE> 45
35

of New York, New York, an office or agency where Registered Securities of such
series may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Issuer in respect of the Securities of such
series and this Indenture may be served, which office or agency, unless
otherwise set forth in, or pursuant to, a Board Resolution or supplemental
indenture relating to the Securities of such series, shall initially be the
principal corporate trust facility of the Trustee located in the Borough of
Manhattan, The City of New York, New York, and, if, the Trustee shall cease to
maintain such corporate trust facility, such office or agency shall be the
principal corporate trust office of the Authenticating Agent designated
pursuant to Section 8.14 hereof. So long as any Coupon Securities or
Unregistered Securities of any series remain Outstanding, the Issuer will
(except as specified pursuant to Section 3.1 or Section 11.1(f)) maintain one
or more offices or agencies outside the United States in such city or cities as
may be specified elsewhere in this Indenture or as contemplated by Section 3.1,
with respect to such series, where Coupons appertaining to Securities of such
series or Unregistered Securities of such series may be surrendered or
presented for payment, or surrendered for exchange pursuant to Section 3.6 and
where notices and demands to or upon the Issuer in respect of Coupons
appertaining to Securities of such series or the Unregistered Securities of
such series or of this Indenture may be served. The Issuer will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency. If at any time the Issuer shall fail to maintain
such required office or agency or shall fail to furnish the Trustee with the
address thereof, presentations, surrenders, notices and demands in respect of
Registered Securities may be made or served at the Corporate Trust Office of
the Trustee and the Corporate Trust Office of any Authenticating Agent
appointed hereunder, and presentations, surrenders, notices and demands in
respect of Coupons appertaining to Securities of any series and Unregistered
Securities may be made or served at the Corporate Trust Office of the Trustee
in the other city or cities referred to above; and the Issuer hereby appoints
the Trustee and any Authenticating Agent appointed hereunder its agents to
receive all such presentations, surrenders, notices, and demands. The Issuer
agrees to appoint and continue to maintain the appointment of a Dollar
Determination Agent, if necessary, to perform the functions set forth herein
for the Dollar Determination Agent.

The Issuer may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities
of such series may be presented or surrendered for any or all of such purposes,
and may from time to time rescind such designation; provided, however, that no
such designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain for such purposes an office or agency in the Borough of
Manhattan, The City of New York, and, except as otherwise specified pursuant to
Section 3.1 or Section 11.1(f), so long
<PAGE> 46
36

as any Unregistered Securities or Coupon Securities remain Outstanding, one or
more offices or agencies outside the United States.

SECTION 4.3. Appointment To Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

SECTION 4.4. Paying Agents. Whenever the Issuer shall appoint a
Paying Agent other than the Trustee with respect to the Securities of any
series, it will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section:

(a) that it will hold all sums received by it as such Paying
Agent for the payment of the principal of, and the premium, if any,
and interest, if any, on the Securities of such series (whether such
sums have been paid to it by the Issuer or by any other obligor on the
Securities of such series) in trust for the benefit of the Holders of
the Securities of such series, and the Coupons, if any, appertaining
thereto or of the Trustee;

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

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

If the Issuer shall act as its own Paying Agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of, premium, if any, or interest, if any, on the Securities of such series and
the Coupons, if any, appertaining thereto, set aside, segregate and hold in
trust for the benefit of the Holders of the Securities of such series and the
Coupons, if any, appertaining thereto a sum (in the currency or currency unit
in which the Securities of such series are denominated, except as otherwise
specified as contemplated by Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture)
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.
<PAGE> 47
37

Whenever the Issuer shall have one or more Paying Agents with respect
to the Securities of any series, it will, prior to the due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
series and the Coupons, if any, appertaining thereto, deposit with a designated
Paying Agent a sum (in the currency or currency unit described in the preceding
paragraph) sufficient to pay the principal, premium, if any, or interest, if
any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium, if any, or interest, if any, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee at its Corporate Trust Office of its failure so to act.

Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any
such series by the Issuer or any Paying Agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 13.4 and 13.5.

SECTION 4.5. Limitation on Sale and Lease-Backs. On and after the
Completion of the Distribution, the Issuer will not, nor will it permit any
Restricted Subsidiary to, enter into any arrangement with any person providing
for the leasing by the Issuer or any Restricted Subsidiary of any Principal
Property (except for temporary leases for a term of not more than three years
and except for leases between the Issuer and a Restricted Subsidiary or between
Restricted Subsidiaries), which property has been or is to be sold or
transferred by the Issuer or such Restricted Subsidiary to such person more
than 120 days after the acquisition thereof or the completion of construction
and commencement of full operation thereof, unless either (i) the Issuer shall
apply an amount equal to the greater of the Fair Value of such property or the
net proceeds of such sale, within 120 days of the effective date of any such
arrangement, to the retirement (other than any mandatory retirement or by way
of payment at maturity) of Securities or indebtedness ranking on a parity with
the Securities or to the acquisition, construction, development or improvement
of properties, facilities or equipment used for operating purposes which are,
or upon such acquisition, construction, development or improvement will be, a
Principal Property or a part thereof; or (ii) at the time of entering into such
arrangement, such Principal Property could have been subjected to a mortgage
securing indebtedness of the Issuer or a Restricted Subsidiary in a principal
amount equal to the Capitalized Lease-Back Obligation with respect to such
Principal Property under clause (l) of Section 4.6 without also securing the
Securities pursuant to such Section 4.6.
<PAGE> 48
38

SECTION 4.6. Limitations on Liens. On and after the Completion of
the Distribution, the Issuer will not, and will not permit any Restricted
Subsidiary to, create, suffer to be created, or assume (directly or indirectly)
any mortgage, pledge or other lien upon any Principal Property, unless
effective provision is made by the Issuer to secure directly the Securities of
all series by such mortgage, pledge or other lien, equally and ratably with any
and all other indebtedness thereby secured, so long as any such indebtedness
shall be so secured; provided, however, that this Section shall not apply to
any of the following:

(a) any mortgage, pledge or other lien on any Principal
Property hereafter acquired, constructed or improved by the Issuer or
any Restricted Subsidiary which is created or assumed to secure or
provide for the payment of any part of the purchase price of such
property or the cost of such construction or improvement, or any
mortgage, pledge or other lien on any Principal Property existing at
the time of acquisition thereof; provided, however, that in the case
of any such acquisition the mortgage, pledge or other lien shall not
extend to any Principal Property theretofore owned by the Issuer or
any Restricted Subsidiary;

(b) any mortgage, pledge or other lien existing upon any
property of a company which is merged with or into or is consolidated
into, or substantially all the assets or shares of capital stock of
which are acquired by, the Issuer or a Restricted Subsidiary, at the
time of such merger, consolidation or acquisition; provided that such
mortgage, pledge or other lien does not extend to any other Principal
Property, other than improvements to the property subject to such
mortgage, pledge or other lien;

(c) any pledge or deposit to secure payment of workmen's
compensation or insurance premiums, or in connection with tenders,
bids, contracts (other than contracts for the payment of money) or
leases;

(d) any pledge of, or other lien upon, any assets as security
for the payment of any tax, assessment or other similar charge by any
governmental authority or public body, or as security required by law
or governmental regulation as a condition to the transaction on any
business or the exercise of any privilege or right;

(e) any pledge or lien necessary to secure a stay of any legal
or equitable process in a proceeding to enforce a liability or
obligation contested in good faith by the Issuer or a Restricted
Subsidiary or required in connection with the institution by the
Issuer or a Restricted Subsidiary of any legal or equitable proceeding
to enforce a right or to
<PAGE> 49
39

obtain a remedy claimed in good faith by the Issuer or a Restricted
Subsidiary, or required in connection with any order or decree in any
such proceeding or in connection with any contest of any tax or other
governmental charge; or the making of any deposit with or the giving
of any form of security to any governmental agency or any body created
or approved by law or governmental regulation in order to entitle the
Issuer or a Restricted Subsidiary to maintain self-insurance or to
participate in any fund in connection with workmen's compensation,
unemployment insurance, old age pensions or other social security or
to share in any provisions or other benefits provided for companies
participating in any such arrangement or for liability on insurance of
credits or other risks;

(f) any mechanics', carriers', workmen's, repairmen's or other
like liens, if arising in the ordinary course of business, in respect
of obligations which are not overdue or liability for which is being
contested in good faith by appropriate proceedings;

(g) any lien or encumbrance on property in favor of the United
States of America, or of any agency, department or other
instrumentality thereof, to secure partial, progress or advance
payments pursuant to the provisions of any contract;

(h) any mortgage, pledge or other lien securing any
indebtedness incurred in any manner to finance or recover the cost to
the Issuer or any Restricted Subsidiary of any physical property, real
or personal, which prior to or simultaneously with the creation of
such indebtedness shall have been leased by the Issuer or a Restricted
Subsidiary to the United States of America or a department or agency
thereof at an aggregate rental, payable during that portion of the
initial term of such lease (without giving effect to any options of
renewal or extension) which shall be unexpired at the date of the
creation of such indebtedness, sufficient (taken together with any
amounts required to be paid by the lessee to the lessor upon any
termination of such lease) to pay in full at the stated maturity date
or dates thereof the principal of and the interest on such
indebtedness;

(i) any mortgage, pledge or other lien securing indebtedness
of a Restricted Subsidiary to the Issuer or a Restricted Subsidiary,
provided that in the case of any sale or other disposition of such
indebtedness by the Issuer or such Restricted Subsidiary, such sale or
other disposition shall be deemed to constitute the creation of
another mortgage, pledge or other lien;
<PAGE> 50
40

(j) any mortgage, pledge or other lien affecting property of
the Issuer or any Restricted Subsidiary (i) securing indebtedness of
the United States of America or a State thereof (or any
instrumentality or agency of either thereof) issued in connection with
a pollution control or abatement program required in the opinion of
the Issuer to meet environmental criteria with respect to any facility
of the Issuer or any Restricted Subsidiary and the proceeds of which
indebtedness have financed the cost of acquisition of such program;

(k) the renewal, extension, replacement or refunding of any
mortgage, pledge, lien, deposit, charge or other encumbrance permitted
by the foregoing provisions of this Section upon the same property
theretofore subject thereto, or the renewal, extension, replacement or
refunding of the amount secured thereby, provided that in each case
such amount outstanding at that time shall not be increased;

(l) any mortgage, pledge or liens affecting property of the
Issuer or any Restricted Subsidiary existing on the date of this
Indenture; or

(m) any other mortgage, pledge or other lien, provided that
immediately after the creation or assumption of such mortgage, pledge
or other lien, the total of (i) the aggregate principal amount of
indebtedness of the Issuer and Restricted Subsidiaries secured by all
mortgages, pledges and other liens created or assumed under the
provisions of this clause (m), plus (ii) the aggregate amount of
Capitalized Lease-Back Obligations of the Issuer and Restricted
Subsidiaries under the entire unexpired terms of all leases entered
into in connection with sale and lease-back transactions which would
have been precluded by the provisions of Section 4.5 but for the
satisfaction of the condition set forth in clause (ii) thereof, shall
not exceed an amount equal to 15% of Consolidated Net Tangible Assets.

Neither (a) the lease of any property by the Issuer or a Restricted
Subsidiary, and rental obligations with respect thereto (whether or not arising
out of sale and lease-back of properties and whether or not in accordance with
generally accepted principles of accounting such property is carried as an
asset and such rental obligations are carried as indebtedness on the Issuer's
or a Restricted Subsidiary's balance sheet) nor (b) the sale or other transfer
of (i) timber or other natural resources in place for a period of time until,
or in an amount such that, the purchaser will realize therefrom a specified
amount of money (however determined) or a specified amount of such resources,
or (ii) any other interest in property of the character commonly referred to as
a "production payment", shall in any event be deemed to be the creation of a
mortgage, pledge or other lien.
<PAGE> 51
41

SECTION 4.7. Certificates to Trustee. The Issuer will, on or before
April 1 in each year, commencing with the first calendar year following the
issuance of Securities of any series under this Indenture, file with the
Trustee a certificate of the principal executive officer, the principal
financial officer or the principal accounting officer of the Issuer, covering
the period from the date of issuance of such Securities to the end of the
calendar year in which such Securities were issued, in the case of the first
such certificate, and covering the preceding calendar year in the case of each
subsequent certificate, and stating whether or not, to the knowledge of the
signer, the Issuer has complied with all conditions and covenants on its part
contained in this Indenture, and, if the signer has obtained knowledge of any
default by the Issuer in the performance, observance or fulfillment of any such
condition or covenant, specifying each such default and the nature thereof.
For the purpose of this Section 4.7, compliance shall be determined without
regard to any grace period or requirement of notice provided pursuant to the
terms of this Indenture.

ARTICLE FIVE

COVENANTS OF THE GUARANTOR

The Guarantor covenants and agrees for the benefit of each series of
Securities that on and after the date of execution of this Indenture and so long
as any of the Securities of such series remain outstanding, which are entitled
to the Guarantee:

SECTION 5.1. Limitation on Sale and Lease-Backs. The Guarantor will
not, nor will it permit any Domestic Subsidiary to, enter into any arrangement
with any person providing for the leasing by the Guarantor or any Domestic
Subsidiary of any Principal Property (except for temporary leases for a term of
not more than three years and except for leases between the Guarantor and a
Domestic Subsidiary or between Domestic Subsidiaries), which property has been
or is to be sold or transferred by the Guarantor or such Domestic Subsidiary
to such person more than 120 days after the acquisition thereof or the
completion of construction and commencement of full operation thereof, unless
either (i) the Guarantor shall apply an amount equal to the greater of the Fair
Value of such property or the net proceeds of such sale, within 120 days of the
effective date of any such arrangement, to the retirement (other than any
mandatory retirement or by way of payment at maturity) of Securities or
indebtedness ranking on a parity with the Securities or to the acquisition,
construction, development or improvement of properties, facilities or equipment
used for operating purposes which are, or upon such acquisition, construction,
development or improvement will be, a Principal Property or a part thereof; or
(ii) at the time of entering into such arrangement, such Principal Property
could have been subjected to a mortgage securing indebtedness of the Guarantor
or a Domestic Subsidiary in a principal amount equal to the Capitalized
Lease-Back Obligation with respect to such
<PAGE> 52
42

Principal Property under clause (l) of Section 5.2 without also securing the
Securities pursuant to such Section 5.2.

SECTION 5.2. Limitations on Liens. The Guarantor will not, and will
not permit any Domestic Subsidiary to, create, suffer to be created, or assume
(directly or indirectly) any mortgage, pledge or other lien upon any Principal
Property, unless effective provision is made by the Guarantor to secure
directly the Securities of all series by such mortgage, pledge or other lien,
equally and ratably with any and all other indebtedness thereby secured, so
long as any such indebtedness shall be so secured; provided, however, that this
Section shall not apply to any of the following:

(a) any mortgage, pledge or other lien on any Principal
Property hereafter acquired, constructed or improved by the Guarantor
or any Domestic Subsidiary which is created or assumed to secure or
provide for the payment of any part of the purchase price of such
property or the cost of such construction or improvement, or any
mortgage, pledge or other lien on any Principal Property existing at
the time of acquisition thereof; provided, however, that in the case
of any such acquisition the mortgage, pledge or other lien shall not
extend to any Principal Property theretofore owned by the Guarantor or
any Domestic Subsidiary;

(b) any mortgage, pledge or other lien existing upon any
property of a company which is merged with or into or is consolidated
into, or substantially all the assets or shares of capital stock of
which are acquired by, the Guarantor or a Domestic Subsidiary, at the
time of such merger, consolidation or acquisition; provided that such
mortgage, pledge or other lien does not extend to any other Principal
Property, other than improvements to the property subject to such
mortgage, pledge or other lien;

(c) any pledge or deposit to secure payment of workmen's
compensation or insurance premiums, or in connection with tenders,
bids, contracts (other than contracts for the payment of money) or
leases;

(e) any pledge or lien necessary to secure a stay of any legal
or equitable process in a proceeding to enforce a liability or
obligation
<PAGE> 53
43

contested in good faith by the Guarantor or a Domestic Subsidiary or
required in connection with the institution by the Guarantor or a
Domestic Subsidiary of any legal or equitable proceeding to enforce a
right or to obtain a remedy claimed in good faith by the Guarantor or
a Domestic Subsidiary, or required in connection with any order or
decree in any such proceeding or in connection with any contest of any
tax or other governmental charge; or the making of any deposit with or
the giving of any form of security to any governmental agency or any
body created or approved by law or governmental regulation in order to
entitle the Guarantor or a Domestic Subsidiary to maintain
self-insurance or to participate in any fund in connection with
workmen's compensation, unemployment insurance, old age pensions or
other social security or to share in any provisions or other benefits
provided for companies participating in any such arrangement or for
liability on insurance of credits or other risks;

(h) any mortgage, pledge or other lien securing any
indebtedness incurred in any manner to finance or recover the cost to
the Guarantor or any Domestic Subsidiary of any physical property,
real or personal, which prior to or simultaneously with the creation
of such indebtedness shall have been leased by the Guarantor or a
Domestic Subsidiary to the United States of America or a department or
agency thereof at an aggregate rental, payable during that portion of
the initial term of such lease (without giving effect to any options
of renewal or extension) which shall be unexpired at the date of the
creation of such indebtedness, sufficient (taken together with any
amounts required to be paid by the lessee to the lessor upon any
termination of such lease) to pay in full at the stated maturity date
or dates thereof the principal of and the interest on such
indebtedness;

(i) any mortgage, pledge or other lien securing indebtedness
of a Domestic Subsidiary to the Guarantor or a Domestic Subsidiary,
provided that in the case of any sale or other disposition of such
indebt-
<PAGE> 54
44

edness by the Guarantor or such Domestic Subsidiary, such sale or
other disposition shall be deemed to constitute the creation of
another mortgage, pledge or other lien;

(j) any mortgage, pledge or other lien affecting property of
the Guarantor or any Domestic Subsidiary securing indebtedness of the
United States of America or a State thereof (or any instrumentality or
agency of either thereof) issued in connection with a pollution
control or abatement program required in the opinion of the Guarantor
to meet environmental criteria with respect to manufacturing or
processing operations of the Guarantor or any Domestic Subsidiary and
the proceeds of which indebtedness have financed the cost of
acquisition of such program;

(l) any other mortgage, pledge or other lien, provided that
immediately after the creation or assumption of such mortgage, pledge
or other lien, the total of (i) the aggregate principal amount of
indebtedness of the Guarantor and Domestic Subsidiaries secured by all
mortgages, pledges and other liens created or assumed under the
provisions of this clause (l), plus (ii) the aggregate amount of
Capitalized Lease-Back Obligations of the Guarantor and Domestic
Subsidiaries under the entire unexpired terms of all leases entered
into in connection with sale and lease-back transactions which would
have been precluded by the provisions of Section 5.1 but for the
satisfaction of the condition set forth in clause (ii) thereof, shall
not exceed an amount equal to 5% of Consolidated Net Tangible Assets.

Neither (a) the lease of any property by the Guarantor or a Domestic
Subsidiary, and rental obligations with respect thereto (whether or not arising
out of sale and lease-back of properties and whether or not in accordance with
generally accepted principles of accounting such property is carried as an
asset and such rental obligations are carried as indebtedness on the
Guarantor's or a Domestic Subsidiary's balance sheet) nor (b) the sale or other
transfer of (i) timber or other natural resources in place for a period of time
until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) or a specified amount of such
resources, or (ii) any other interest in property of the character
<PAGE> 55
45

commonly referred to as a "production payment", shall in any event be deemed to
be the creation of a mortgage, pledge or other lien.

SECTION 5.3. Certificates to Trustee. The Guarantor will, on or
before April 1 in each year, commencing with the first calendar year following
the issuance of Securities of any series under this Indenture, file with the
Trustee a certificate of the principal executive officer, the principal
financial officer or the principal accounting officer of the Guarantor,
covering the period from the date of issuance of such Securities to the end of
the calendar year in which such Securities were issued, in the case of the
first such certificate, and covering the preceding calendar year in the case of
each subsequent certificate, and stating whether or not, to the knowledge of
the signer, Guarantor has complied with all conditions and covenants on its
part contained in this Indenture, and, if the signer has obtained knowledge of
any default by the Guarantor in the performance, observance or fulfillment of
any such condition or covenant, specifying each such default and the nature
thereof. For the purpose of this Section 5.4, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant
to the terms of this Indenture.

ARTICLE SIX

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 6.1. Issuer To Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee for the Securities of each
series a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

(a) semiannually and not more than 15 days after each record
date for the payment of interest, if any, on such Securities of such
series, as of such record date, and on dates to be determined pursuant
to Section 3.1 for non-interest bearing Securities of such series in
each year, and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request, a
list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of the Registered Securities of such
series, as of the respective record dates therefor (and on dates to be
determined pursuant to Section 3.1 if the Securities of such series do
not bear interest) as of
<PAGE> 56
46

a date not more than 15 days prior to the time such information is
furnished and need not include information received after such date;

provided that if and so long as the Trustee shall be the Securities Registrar
for such series, such list shall not be required to be furnished.

The Issuer shall also be required to furnish such information which is
known to it concerning the Holders of Coupons and Unregistered Securities;
provided, however, that the Issuer shall have no obligation to investigate any
matter relating to any Holder of an Unregistered Security or any Holder of a
Coupon.

SECTION 6.2. Preservation and Disclosure of Securityholders Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 6.1, (2) maintained by the Trustee in its capacity as
Paying Agent for such series (if so acting) and of Security Registrar for such
series, and (3) filed with it within two preceding years pursuant to the
provisions of paragraph (2) of subsection (c) of Section 6.4.

The Trustee for any series of the Securities may (1) destroy any list
furnished to it as provided in Section 6.1 upon receipt of a new list so
furnished, (2) destroy any information received by it as Paying Agent for such
series (if so acting) hereunder upon delivery to itself as Trustee of a list
containing the names and addresses of the Holders of Securities of such series
obtained from such information since the delivery of the next previous list, if
any, (3) destroy any list delivered to itself as Trustee which was compiled
from information received by it as Paying Agent (if so acting) upon the receipt
of a new list so delivered, and (4) destroy any information filed with it by
Holders of Securities of such series for the purpose of receiving reports
pursuant to the provisions of paragraph (2) of subsection (c) of Section 6.4,
but not until two years after such information has been filed with it.

(b) In case three or more Holders of Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of a particular series (in which case at least three of
the applicants must all hold Securities of such series) or with Holders of all
Securities with respect to their rights under this Indenture or under such
Securities and such application is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit,
<PAGE> 57
47

then the Trustee shall, within five business days after the receipt of such
application, as its election, either:

(i) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 6.2; or

(ii) inform such applicants as to the approximate number of
Holders of Securities of such series or all Securities, as the case
may be, whose names and addresses appear in the information preserved
at the time by the Trustee, in accordance with the provisions of
subsection (a) of this Section 6.2, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series or all Holders of
Securities of all series for which it is Trustee, as the case may be, whose
name and address appear in the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this Section 6.2 a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of the
Holders of Securities of such series or all Holders of Securities of all series
for which it is Trustee, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in
<PAGE> 58
48

accordance with the provisions of subsection (b) of this Section 6.2,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under such subsection (b).

SECTION 6.3. Reports by the Issuer. The Issuer covenants:

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

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

(c) to transmit by mail to the Holders of Securities in the manner
and to the extent provided in Section 6.4(c) and (d), within 30 days after the
filing thereof with the Trustee for each series of Securities, such summaries
of any information, documents and reports required to be filed by the Issuer
pursuant to subsections (a) and (b) of this Section as may be required to be
transmitted to such Holders by rules and regulations prescribed from time to
time by the Commission.

SECTION 6.4. Reports by the Trustee. (a) On or before July 15 in
each year following the date hereof, so long as any Securities are outstanding
hereunder, the Trustee for each series of Securities shall transmit by mail as
provided below to the Securityholders of such series, as hereinafter in this
Section provided, a brief report dated as of the preceding May 15 with respect
to any of the following events which may have occurred during the twelve months
preceding the date of such report (but if no such event has occurred within
such period, no report need be transmitted):
<PAGE> 59
49

(i) any change to its eligibility under Section 8.9 and its
qualifications under Section 8.8;

(ii) the creation of or any material change to a relationship
specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
Indenture Act;

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

(iv) any change to the amount, interest rate, and maturity
date of all other indebtedness owing by the Issuer (or by any other
obligor on the Securities of any series) to the Trustee in its
individual capacity on the date of such report, with a brief
description of any property held as collateral security therefor,
except any indebtedness based upon a creditor relationship arising in
any manner described in Section 8.13(b)(2), (3), (4) or (6);

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

(vi) additional issue of Securities of any series for which it
is Trustee which the Trustee has not previously reported; and

(vii) any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously reported
and which in its opinion materially affects the Securities of any
series, except action in respect of a default, notice of which has
been or is to be withheld by it in accordance with the provisions of
Section 7.11.

(b) The Trustee for each series of Securities shall transmit to the
Securityholders of such series, as provided in subsection (c) of this Section,
a brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee, as such, since the date of the last report
transmitted pursuant to the
<PAGE> 60
50

provisions of subsection (a) of this Section (or if no such report has yet been
so transmitted, since the date of this Indenture) for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities
of any series on property or funds held or collected by it as Trustee and which
it has not previously reported pursuant to this subsection (b), except that the
Trustee shall not be required (but may elect) to report such advances if such
advances remaining unpaid at any time aggregate 10% or less of the principal
amount of Securities of such series Outstanding at such time, such report to be
transmitted within 90 days after such time.

(i) to all registered Holders of Registered Securities, as the
names and addresses of such Holders appear in the applicable
Securities Register;

(ii) to such Holders of Securities of any series as have,
within two years preceding such transmission, held their names and
addresses with the Trustee for such series for that purpose; and

(iii) except in the cases of reports pursuant to subsection
(b) of this Section 6.4, to each Holder of a Security of any series
whose name and address is preserved at the time by the Trustee for
such series, as provided in subsection (a) of Section 6.2.

(d) A copy of each such report shall, at the time of such
transmission to Securityholders of any series, be furnished to the Issuer and
be filed by the Trustee for such series with each stock exchange upon which the
Securities of any series are listed and also with the Commission. The Issuer
agrees to notify the Trustee for each series when and as the Securities of such
series become admitted to trading on any national securities exchange.

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 7.1. Event of Default Defined; Acceleration of Maturity;
Waiver of Default. "Event of Default", with respect to the Securities of any
series, wherever used herein, means each one of the following events which
shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is either
<PAGE> 61
51

inapplicable to a particular series or is specifically deleted or modified in
the applicable Board Resolution or in the supplemental indenture under which
such series of Securities is issued, as the case may be, as contemplated by
Section 3.1:

(a) default in the payment of any installment of interest
upon any of the Securities of such series as and when the same shall
become due and payable and continuance of such default for a period of
30 days; or

(b) default in the payment of all or any part of the
principal of or the premium, if any, on any of the Securities of such
series as and when the same shall become due and payable, either at
maturity, upon redemption, by declaration or otherwise; or

(c) default in the deposit of any sinking fund payment when
and as due and payable by the terms of the Securities of such series;
or

(d) default in the performance or observance of any other
covenant or agreement of the Issuer or the Guarantor in respect of the
Securities of such series (other than a covenant or agreement in
respect of the Securities of such series a default in whose
performance or observance is elsewhere in this Section specifically
dealt with) and continuance of such default for a period of 60 days
after there has been given, by registered or certified mail, to the
Issuer or the Guarantor, as the case may be, by the Trustee, or to the
Issuer or the Guarantor, as the case may be, and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding
Securities of all series affected thereby, a written notice specifying
such default and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

(e) an event of default, as defined in any indenture or
instrument evidencing or under which the Issuer has at the date of
this Indenture or shall hereafter have outstanding at least
$10,000,000 aggregate principal amount of indebtedness for borrowed
money, shall happen and be continuing and such indebtedness shall have
been accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise have become due
and payable, and such acceleration shall not be rescinded or annulled
within 30 days after notice thereof shall have been given to the
Issuer by the Trustee (if such event be known to it) or to the Issuer
and the Trustee by the holders of at least 25% in aggregate principal
amount of the Securities at the time outstanding; provided, however,
that, if such event of default under such indenture or instrument
shall be remedied or cured by the Issuer or waived by the holders of
such indebtedness, then the Event of Default
<PAGE> 62
52

hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived, without further action upon the
part of either the Trustee or any of the Securityholders; or

(f) the entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Guarantor, prior
to its release under Section 14.2, or the Issuer in an involuntary
case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of
the Guarantor, prior to its release under Section 14.2, or the Issuer
or for any substantial part of its property, or ordering the winding
up or liquidation of its affairs and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive
days; or

(g) the commencement by the Issuer or the Guarantor of a
voluntary case under the federal bankruptcy laws, as now constituted
or hereafter amended, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or the consent by it to
the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official)
of the Issuer or for any substantial part of its property, or the
making by it of any assignment for the benefit of its creditors; or

(h) the Guarantee of the Debt Securities by the Guarantor
shall, at any time, cease to be in full force and effect for any
reason other than the satisfaction in full of all obligations
hereunder and discharge of this Indenture, and other than as a result
of the release of the Guarantee in accordance with the terms of this
Indenture, or shall be declared invalid or unenforceable by a court of
competent jurisdiction or governmental authority; or if the Issuer,
the Guarantor or any Restricted Subsidiary shall assert, in any
pleading in a court of competent jurisdiction, that any Guarantee is
invalid or unenforceable; or

(i) any other Event of Default established by or pursuant to
a Board Resolution or one or more indentures supplemental hereto as
applicable to the Securities of such series.

If an Event of Default described in clause (a), (b), (c), (d) or (i) above (if
the Event of Default under clause (d) or (i) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then and in
each and every such case,
<PAGE> 63
53

unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series voting as a separate class), by notice in writing
to the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms of such series) of all Securities of such series and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of
Default described in clause (d), (e), (f), (g), (h) or (i) above (if the Event
of Default under clause (d) or (i) is with respect to all series of Securities
then Outstanding) occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and to the Trustee
if given by Securityholders), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.

The foregoing provisions, however, are subject to the condition that,
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Issuer shall pay or shall deposit with
the Trustee a sum sufficient to pay in the currency or currency unit in which
the Securities of such series are payable (except as otherwise specified as
contemplated by Section 3.1 for the Securities of such series and except as
provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture), all
matured installments of interest, if any, upon all the Securities of such
series (or upon all the Securities, as the case may be) and (in the currency or
currency unit described above) the principal of (and premium, if any, on) any
and all Securities of such series (or of all the Securities, as the case may
be) which shall have become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and, to the extent that payment of
such interest is enforceable under applicable law, on overdue installments of
interest, at the Overdue Rate applicable to such series to the date of such
payment or deposit) and in Dollars all amounts payable to the Trustee pursuant
to the provisions of Section 8.6 and such amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee
<PAGE> 64
54

except as a result of negligence or bad faith, and if any and all Events of
Default under the Indenture, other than the non-payment of the principal of and
accrued interest on Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (each Series voting as a
separate class) or of all the Securities (voting as a single class), as the
case may be, then Outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all the Securities, as the case may be) and rescind and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and
annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due and payable as
a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

SECTION 7.2. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of or any premium, if any, on
any Securities of any series when the same shall have become due and payable,
whether upon Maturity of the Securities of such series or upon any redemption
or by declaration or otherwise or (c) in case of default in the making or
satisfaction of any sinking fund payment or analogous obligation when the same
becomes due by the terms of the Securities of any series--then upon demand of
the Trustee for such series, the Issuer will pay to the
<PAGE> 65
55

Trustee for the benefit of the Holder of any such Security (or Holders of any
such series of Securities in the case of clause (c) above) and the Holders of
any Coupons appertaining thereto the whole amount that then shall have become
due and payable on any such Security (or Securities of any such series in the
case of clause (c) above) and matured Coupons, if any, appertaining thereto for
the principal, premium, if any, and interest, if any, with interest upon the
overdue principal and premium, if any, and, so far as payment of the same is
enforceable under applicable law, on overdue installments of interest, at the
Overdue Rate applicable to any such Security (or Securities of any such series
in the case of clause (c)); and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection and any
further amounts payable to the Trustee pursuant to the provisions of Section
8.6.

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

The Trustee for any series of the Securities shall be entitled and
empowered, either in its own name as trustee of an express trust, or as
attorney-in-fact for the Holders of any of the Securities of such series and
for the Holders of any Coupons appertaining thereto or in both such capacities,
to file such proof of debt, amendment of proof of debt, claim, petition or
other document as may be necessary or advisable in order to have the claims of
the Trustee and of the Holders of Securities of such series and the Holders of
any Coupons appertaining thereto allowed in any equity receivership,
insolvency, bankruptcy, liquidation, readjustment, reorganization or other
similar proceedings, or any judicial proceedings, relative to the Company or
any other obligor on the Securities of such series and any Coupons appertaining
thereto or its creditors or its property. The Trustee for each series of the
Securities is hereby irrevocably appointed (and the successive respective
Holders of the Securities of such series and the Holders of any Coupons
appertaining thereto, by taking and holding the same, shall be conclusively
deemed to have so appointed the Trustee) the true and lawful attorney-in-fact
of the respective Holders of the Securities of such series and the Holders of
any Coupons appertaining thereto, with authority to make or file in the
respective names of the Holders of the Securities of such series and the
Holders of any Coupons appertaining thereto or on behalf of all the Holders of
Securities of all series and the Holders of any Coupons appertaining thereto
for which it is Trustee any proof of debt, amendment of proof of debt, claim,
<PAGE> 66
56

petition or other document in any such proceedings and to receive payment of
any sums becoming distributable on account thereof, and to execute any other
papers and documents and do and perform any and all acts and things for and on
behalf of such Holders of the Securities of such series and the Holders of any
Coupons appertaining thereto, as may be necessary or advisable in the opinion
of the Trustee in order to have the respective claims of the Holders of the
Securities of such series and the Holders of any Coupons appertaining thereto
against the Issuer or any other obligor on the Securities of such series and
any Coupons appertaining thereto and/or its property allowed in any such
proceedings, and to receive payment of or on account of such claims in moneys
or such other properties payable therefor and to distribute the same; provided,
however, that nothing herein contained shall be deemed to authorize or empower
the Trustee to consent to or accept or adopt, on behalf of any Holder of
Securities of any series or any Holder of any Coupons appertaining thereto, any
plan of reorganization, arrangement or readjustment of the Issuer or any other
obligor on the Securities of any series and any Coupons appertaining thereto
or, by other action of any character in any such proceeding, to waive or change
in any way any right of any Holder of any Security of any series or any Holder
of any Coupon appertaining thereto even though it may otherwise be entitled so
to do under any present or future law, all such power or authorization being
thereby expressly denied.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining thereto, may
be enforced by the Trustee for such series without the possession of any of the
Securities of any series or Coupons appertaining thereto, or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee for such
series, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities or Coupons in
respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be party) the Trustee shall be held to represent all the Holders
of the Securities in respect of which such action was taken, and it shall not
be necessary to make any Holders of such Securities parties to any such
proceedings.

SECTION 7.3. Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series of the Securities,
together with any other sums held by the Trustee (as such) hereunder (other
than sums held in trust for the benefit of the Holders of particular Securities
or Coupons), shall be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation
<PAGE> 67
57

(except in respect of Subdivision First below) of the several Securities and
any Coupons appertaining thereto in respect of which moneys have been collected
and stamping (or otherwise noting) thereon the payment, or issuing Securities
of such series in reduced principal amounts in exchange for the presented
Securities of like series if only partially paid, or upon surrender thereof if
fully paid:

FIRST: To the payment of costs and expenses applicable to
such series in respect of which moneys have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee
and their respective agents and attorneys, and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith,
and all other amounts due to the Trustee or any predecessor Trustee
pursuant to Section 8.6;

SECOND: In case the principal of the Securities of such
series in respect of which moneys have been collected shall not have
become and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of
the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee), so far as it may be
enforceable under applicable law, upon the overdue installments of
interest at the Overdue Rate applicable to such series, such payments
to be made ratably to the persons entitled thereto, without
discrimination or preference;

THIRD: In case the principal of the Securities of such series
in respect of which moneys have been collected shall become and shall
be then due and payable, to the payment of the whole amount then owing
and unpaid upon all the Securities of such series for principal,
premium, if any, and interest, if any, with interest upon the overdue
principal, and (to the extent that such interest has been collected by
the Trustee), so far as payment of the same is enforceable under
applicable law, upon overdue installments of interest, if any, at the
Overdue Rate applicable to such series; and, in case such moneys shall
be insufficient to pay in full the whole amount so due and unpaid upon
the Securities of such series, then to the payment of such principal,
premium, if any, and interest, if any, without preference or priority,
of principal and premium, if any, over interest, or of interest, if
any, over principal and premium, if any, or of any installment of
interest, if any, over any other installment of interest, if any, or
of any Security of such series over any other Security of such series,
or of any Coupon appertaining thereto over any other Coupon
appertaining thereto, ratably to the aggregate of
<PAGE> 68
58

such principal premium, if any, and accrued and unpaid interest, if
any; and

FOURTH: To the payment of the remainder, if any, to the
Issuer or any other person lawfully entitled thereto or as a court of
competent jurisdiction may direct.

SECTION 7.4. Suits for Enforcement. In case an Event of Default with
respect to Securities of any series has occurred, has not been waived and is
continuing, the Trustee for such series may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

SECTION 7.5. Restoration of Rights on Abandonment of Proceedings.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.

SECTION 7.6. Limitations on Suits by Securityholders. No Holder of
any Security of any series or Holder of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee for such series written notice of default with
respect to such series and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee for such series to institute such action
or proceeding in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity shall
have failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 7.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security and by the taker
<PAGE> 69
59

and Holder of any Coupon appertaining thereto with every other taker and Holder
of any Security and of any Coupon appertaining thereto and the Trustee for the
Securities of each series that no one or more Holders of Securities of any
series or of any Coupons appertaining thereto shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Securities of
such series or of any Coupons appertaining thereto, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such series
or of any Coupons appertaining thereto. For the protection and enforcement of
the provisions of this Section, each and every Holder of Securities of any
series or of any Coupons appertaining thereto and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

SECTION 7.7. Unconditional Right of Securityholders To Institute
Certain Suits. Nothing contained in this Indenture, in the Securities of any
series or in any Coupon appertaining thereto shall affect or impair the
obligation of the Issuer, which is unconditional and absolute, to pay the
principal of, and premium, if any, and interest, if any, on the Securities of
such series at the respective places, at the respective times, at the
respective rates, in the respective amounts and in the coin, currency, or
currency unit therein and herein prescribed, or affect the right of any Holder
of a Security of any series or a Coupon to receive payment of the principal of
(or premium, if any) or interest, if any, on any such Security or Coupon on or
after the Maturity of such Security or the related Interest Payment Date, or
affect or impair the right of action, which is also absolute and unconditional,
of any Holder of any Security or Coupon, if any, to institute suit to enforce
such payment at the respective due dates expressed in such Security or Coupon,
if any, or upon redemption, by declaration, repayment or otherwise as herein
provided without reference to, or the consent of, the Trustee or the Holder of
any other Security or Coupon, if any, unless such Holder consents thereto.

SECTION 7.8. Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 7.6, no right or remedy
herein conferred upon or reserved to the Trustee for any series of the
Securities or to the Holder of any Security of such series or any Coupon
appertaining thereto is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.
<PAGE> 70
60

No delay or omission of the Trustee or of any Holder of any Security
of any series or any Coupon appertaining thereto to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
Event of Default or an acquiescence therein; and, subject to Section 7.6, every
power and remedy given by this Indenture or by law to the Trustee for any
series of the Securities or to the Holder of the Security of such series or any
Coupon appertaining thereto may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Holder of such Security or
any Coupon appertaining thereto.

SECTION 7.9. Control by the Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series
affected (with each series voting as a separate class) at the time Outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee for such series, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture and provided further that (subject to the provisions of Section 8.1)
the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, the executive committee or a trust committee
of directors or responsible officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions
or forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 8.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

SECTION 7.10. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Securities of any series as provided in
Section 7.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all the Securities of such series waive any past default or Event of Default
described in clauses (d) and (i) of Section 7.1 which relates to less than all
series of Securities then Outstanding, the Holders of a majority in aggregate
principal amount of the Securities then Outstanding affected thereby (each
series voting as a separate class) may waive any such default or Event of
Default or, in the case of an event specified in clause (d)
<PAGE> 71
61

or (i) (if the Event of Default under clause (d) or (i) relates to all series
of Securities then Outstanding), (e), (f) or (g) of Section 7.1, the Holders of
a majority in aggregate principal amount of all the Securities then Outstanding
(voting as one class) may waive any such default or Event of Default and its
consequences, except a default in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the Holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee and
the Holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively, such default shall cease to exist
and be deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured and not to have
occurred for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon.

SECTION 7.11. Trustee To Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall transmit to the Securityholders of
any series, as the names and addresses of such Holders appear on the registry
books, and to such Holders of Securities of any series and of Coupons as have,
within two years preceding such notice, filed their names and addresses with
the Trustee for that purpose, notice by mail of all defaults known to the
Trustee which have occurred with respect to such series, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term "default" or
"defaults" for the purposes of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or trustees and/or responsible officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series and of Coupons, if any, appertaining thereto.

SECTION 7.12. Right of Court To Require Filing of Undertaking To Pay
Costs. All parties to this Indenture agree, and each Holder of any Security
and each Holder of any Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for the Securities of any series for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee for the
<PAGE> 72
62

Securities of any series, to any suit instituted by any Securityholder or group
of Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding or, in
the case of any suit relating to or arising under clause (d) or (i) of Section
7.1 (if the suit relates to Securities of more than one but less than all
series), 10% in aggregate principal amount of Securities Outstanding affected
thereby or, in the case of any suit relating to or arising under clause (d),
(i) (if the suit under clause (d) or (i) relates to all the Securities then
Outstanding), (e), (f) or (g) of Section 7.1, 10% in aggregate principal amount
of all Securities Outstanding or to any suit instituted by any Holder of
Securities or Coupons for the enforcement of the payment of the principal of,
premium, if any, or interest, if any, on any Security or Coupon on or after the
due date expressed in such Security or Coupon.

SECTION 7.13. Judgment Currency. If, for the purpose of obtaining a
judgment in any court with respect to any obligation of the Issuer hereunder or
under any Security or Coupon, it shall become necessary to convert into any
other currency or currency unit any amount in the currency or currency unit due
hereunder or under such Security or Coupon, then such conversion shall be made
at the Conversion Rate as in effect on the date the Issuer shall make payment
to any person in satisfaction of such judgment. If, pursuant to any such
judgment, conversion shall be made on a date other than the date payment is
made and there shall occur a change between such Conversion Rate and the
Conversion Rate as in effect on the date of payment, the Issuer agrees to pay
such additional amounts (if any) as may be necessary to ensure that the amount
paid is the amount in such other currency or currency unit which, when
converted at the Conversion Rate as in effect on the date of payment or
distribution, is the amount then due hereunder or under such Security or
Coupon. Any amount due from the Issuer under this Section 7.13 shall be due as
a separate debt and is not to be affected by or merged into any judgment being
obtained for any other sums due hereunder or in respect of any Security or
Coupon. In no event, however, shall the Issuer be required to pay more in the
currency or currency unit due hereunder or under such Security or Coupon at the
Conversion Rate as in effect when payment is made than the amount of currency
or currency unit stated to be due hereunder or under such Security or Coupon so
that in any event the Issuer's obligations hereunder or under such Security or
Coupon will be effectively maintained as obligations in such currency or
currency unit.

For purposes of this Section 7.13, "Conversion Rate" shall mean the
spot rate at which in accordance with normal banking procedures the currency or
currency unit into which an amount due hereunder or under any Security or
Coupon is to be converted could be purchased with the currency or currency unit
due hereunder or under any Security or Coupon from major banks located in New
York, London or any other principal market for such purchased currency or
currency unit.
<PAGE> 73
63

ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.1. Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of that series and after the curing
or waiving of all Events of Default which may have occurred with respect to
such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee as to that series shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

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

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

(b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the
<PAGE> 74
64

Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(c) the Trustee shall not be liable for any determination,
action or judgment of any Dollar Determination Agent or any other
agent appointed by the Issuer pursuant to this Indenture; and

(d) the Trustee for the Securities of any series shall not be
liable with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of the Holders of
Securities of such series pursuant to Section 7.9 relating to the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities
of such series.

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

SECTION 8.2. Certain Rights of the Trustee. Subject to Section 8.1:

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

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Issuer;

(c) any request, direction, order or demand of the Guarantor
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Guarantor;
<PAGE> 75
65

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

(e) the Trustee for Securities of any series shall be under no
obligation to exercise any of the trusts or powers vested in it by
this Indenture at the request, order or direction of any of the
Securityholders of such series pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses
and liabilities which might be incurred therein or thereby;

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

(g) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security or other paper or document unless
requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Securities of all series
affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of
every such investigation shall be paid by the Issuer or, if paid by
the Trustee or any predecessor Trustee, shall be repaid by the Issuer
upon demand; and

(h) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys not regularly in its employ and the
Trustee shall not be responsible for any misconduct or negligence on
the part of any such agent or attorney appointed with due care by it
hereunder.
<PAGE> 76
66

SECTION 8.3. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

SECTION 8.4. Trustee and Agents May Hold Securities; Collections,
etc. The Trustee, any Paying Agent, any Securities Registrar or any agent of
the Issuer or the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities or Coupons with the same rights it would
have if it were not the Trustee or such agent and, subject to Sections 8.8 and
8.13, if operative, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee, Paying Agent, Securities Registrar or such agent.

SECTION 8.5. Moneys Held by Trustee. Subject to the provisions of
Section 4.4 hereof, all moneys in any currency or currency unit received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law. The
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Issuer.

SECTION 8.6. Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee for the
Securities of each series from time to time, and the Trustee shall be entitled
to, reasonable compensation in Dollars (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee in Dollars for the Securities of each
series upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of it in accordance with any of the provisions
of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith. The Issuer also covenants to indemnify in
Dollars the Trustee and each predecessor Trustee for the Securities of each
series for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts hereunder and the performance of its duties hereunder, including the
costs and expenses of defending itself against or
<PAGE> 77
67

investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a claim prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.

SECTION 8.7. Right of Trustee To Rely on Officers' Certificate, etc.
Subject to Sections 8.1 and 8.2, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

SECTION 8.8. Qualification of Trustee; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second-to- last
paragraph of Section 310(b) of the Trust Indenture Act.

SECTION 8.9. Persons Eligible for Appointment as Trustee. There
shall at all times be a Trustee for each series of Securities hereunder, which
shall at all times be either

(i) a corporation organized and doing business under the laws
of the United States of America or of any State or the District of
Columbia which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority, or

(ii) a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to
act as Trustee
<PAGE> 78
68

pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers and is subject to
supervision or examination by authority of such foreign government or
a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional
trustees,

in either case having a combined capital and surplus of at least $10,000,000.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee for the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.10.
Neither the Issuer nor any person directly or indirectly controlling,
controlled by or under common control with the Issuer shall serve as trustee
for the Securities of any series issued hereunder.

SECTION 8.10. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, for
the Securities of any series may at any time resign with respect to one or more
or all series of Securities by giving written notice of resignation to the
Issuer and by mailing notice thereof by first-class mail to Holders of the
applicable series of Securities at their last addresses as they shall appear on
the Security Register. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 7.12,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

(i) the Trustee for the Securities of any series shall fail to
comply with the provisions of Section 8.8 with respect to any series
of Securities after written request therefor by the Issuer or by any
<PAGE> 79
69

Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months;

(ii) the Trustee for the Securities of any series shall cease
to be eligible in accordance with the provisions of Section 8.9 and
shall fail to resign after written request therefor by the Issuer or
by any Securityholder of such series; or

(iii) the Trustee for the Securities of any series shall
become incapable of acting with respect to any series of Securities,
or shall be adjudged a bankrupt or insolvent, or a receiver or
liquidator of the Trustee or of its property shall be appointed, or
any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors of the Issuer, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.12, any Securityholder who has been a bona fide Holder
of a Security or Securities of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee for such series.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to the Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

(d) Any resignation or removal of the Trustee with respect to any
series of the Securities and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this Section 8.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 8.11.

SECTION 8.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 8.10 shall execute,
acknowledge and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor
<PAGE> 80
70

trustee with respect to all or any applicable series of the Securities shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer, or of the successor trustee, upon payment of
its charges then unpaid, the Trustee ceasing to act shall, subject to Section
4.4, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming
to such successor trustee all such rights and powers. Any Trustee ceasing to
act shall, nevertheless, retain a prior claim upon all property or funds held
or collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 8.6.

If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees cotrustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts under
separate indentures.

No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 8.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 8.8 and eligible under the provisions of Section 8.9.

Upon acceptance of appointment by any successor trustee as provided in
this Section 8.11, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities of any applicable series and to the Holders of
Coupons, if any, appertaining thereto for which such successor trustee is
acting as Trustee at their last addresses as they shall appear in the Security
Register. If the acceptance of appointment is substantially contemporaneous
with the resignation, then the notice called for by the preceding sentence may
be combined with the notice called for by Section 8.10. If the Issuer fails to
mail such notice within 10 days after acceptance of
<PAGE> 81
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appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

SECTION 8.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee for the Securities
of any series may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
for such series hereunder; provided that such corporation shall be qualified
under the provisions of Section 8.8 and eligible under the provisions of
Section 8.9, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of one or more series
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Securities so authenticated; and, in case at that time any of
the Securities of any series 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 trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

SECTION 8.13. Preferential Collection of Claims Against the Issuer.
(a) Subject to the provisions of this Section, if the Trustee for the
Securities of any series shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Issuer or any other obligor of the
Securities of such series within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in
a special account for the benefit of the Trustee individually, the Holders of
the Securities of such series, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities (as defined in this
Section):

(1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor in respect of principal
or interest, effected after the beginning of such three-month period
and valid as
<PAGE> 82
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against the Issuer and its other creditors, except any such reduction
resulting from the receipt or disposition of any property described in
subsection (a)(2) of this Section or from the exercise of any right of
setoff which the Trustee could have exercised if a petition in
bankruptcy had been filed by or against the Issuer upon the date of
such default; and

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

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

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

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

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

(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held
as security for such claim as provided in such paragraph (B)
or (C), as the case may be, to the extent of the fair value of
such property.
<PAGE> 83
73

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

If the Trustee for the Securities of any series shall be required to
account, the funds and property held in such special account and the proceeds
thereof shall be apportioned among the Trustee, the Holders of the Securities
of such series, the Holders of the Coupons, if any, appertaining thereto and
the holders of other indenture securities in such manner that the Trustee, such
Holders and the holders of other indenture securities realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Code or applicable State law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Issuer
of the funds and property in such special account and before crediting to the
respective claims of the Trustee, Holders of the Securities of such series, the
Holders of the Coupons, if any, appertaining thereto and the holders of other
indenture securities dividends on claims filed against the Issuer in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
the Federal Bankruptcy Code or applicable State law, whether such distribution
is made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceeding for reorganization
is pending shall have jurisdiction (i) to among between the Trustee, the
Holders of such Securities, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and the proceeds thereof or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee, the
Holders of such Securities, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, to make a specific allocation of
<PAGE> 84
74

such distributions, as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

Any Trustee who has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period,
it shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

(ii) the receipt of property or reduction of claim which would
have given rise to the obligation to account, if such Trustee had
continued as trustee, occurred after the beginning of such three
months' period; and

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

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

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

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

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

(4) an indebtedness created as a result of services rendered
or premises rented or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c)(3)
below;
<PAGE> 85
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(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Issuer; or

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c)(4) of this Section.

(1) the term "default" shall mean any failure to make payment
in full of the principal of or interest upon any of the Securities of
the applicable series or upon the other indenture securities when and
as such principal or interest becomes due and payable;

(2) the term "other indenture securities" shall mean
securities upon which the Issuer is an obligor (as defined in the
Trust Indenture Act) outstanding under any other indenture (i) under
which the Trustee is also trustee, (ii) which contains provisions
substantially similar to the provisions of subsection (a) of this
Section and (iii) under which a default exists at the time of the
apportionment of the funds and property held in said special account;

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

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

SECTION 8.14. Authenticating Agent. So long as any Securities of a
series remain outstanding, if the Trustee ceases to maintain a corporate trust
facility in the Borough of Manhattan, The City of New York, New York, or
otherwise upon an Issuer Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Issuer shall elect,
by the Trustee for such series of Securities to act as its agent on its behalf
and subject to its direction in connection with the authentication and delivery
of each series of Securities for which it is serving as Trustee. Securities of
each such series authenticated by such Authenticating Agent shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in
this Indenture to the authentication and delivery of Securities of any series
by the Trustee for such series or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee for such series except by way of original
issuance by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of such Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $10,000,000 and subject to supervision
or examination by Federal or state authority. If the Trustee does not maintain
a corporate trust facility in the Borough of Manhattan, The City of New York,
New York, the Authenticating Agent shall have its principal office and place of
business in the Borough of Manhattan, The City of New York, New York.

Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee for such series or such Authenticating
Agent. Any Authenticating Agent may at any time, and, if it shall cease to be
eligible, shall, resign by giving written notice of resignation to the
applicable Trustee and to the Issuer. The Trustee for any series of Securities
may at any time terminate the agency of any Authenticating Agent for such
series by giving written notice of termination to such Authenticating Agent and
to the Issuer.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.14 with respect to
one or more or all series of Securities, the Trustee for such series shall upon
Issuer Request appoint a
<PAGE> 87
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successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series or any Coupons
appertaining thereto in the manner and to the extent provided in Section 15.4.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. The Trustee for the Securities of such series
agrees to pay to the Authenticating Agent for such series from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payment subject to the provisions of Section 8.6. The
Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

ARTICLE NINE

CONCERNING THE HOLDERS OF SECURITIES

SECTION 9.1. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Holders in person or by agent or proxy appointed in writing, or (b)
by the record of Holders voting in favor thereof at any meeting of such Holders
duly called and held in accordance with the provisions of Article Ten, or (c)
by a combination of such instrument or instruments and any such record of such
a meeting of Holders. The Issuer may set a record date for purposes of
determining the identity of Holders entitled to vote or consent to any action
by vote or consent authorized or permitted under this Indenture, which record
date shall be the later of 10 days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished to the Trustee
pursuant to Section 9.1 of this Indenture prior to such solicitation. If a
record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall
be entitled to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be Holders
after such record date. No such vote or consent shall be valid or effective
for more than 120 days after such record date.

SECTION 9.2. Proof of Execution of Instruments by Holders of
Securities. Subject to Sections 8.1, 8.2 and 10.5, the execution of any
instrument by
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a Holder of a Security or of any Coupon or his agent or proxy may be proved in
the following manner:

The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or
other officer authorized to take acknowledgments of deeds that the
person executing such instrument acknowledged to him the execution
thereof or by any affidavit of a witness to such execution sworn to
before any such notary or other such officer. Where such execution is
by an officer of a corporation or association or a member of a
partnership on behalf of such corporation, association or partnership,
as the case may be, or by any other person acting in a representative
capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

The ownership of Registered Securities of any series shall be proved
by the Securities Register for such series or by a certificate of the
Securities Register for such series; the ownership of Unregistered Securities
of any series and Coupons shall be proved by proof of possession reasonably
satisfactory to the Trustee.

The record of any Holders' meeting shall be proved in the manner
provided in Section 10.6.

SECTION 9.3. Holders To Be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the
Person in whose name any Registered Security shall be registered upon the
Security Register for such series as the absolute owner of such Security
(notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of principal of, premium, if any, and (subject to
Section 3.8), if such registered Security is a Fully Registered Security,
interest, if any, on such Registered Security and for all other purposes
whatsoever whether or not such Security be overdue, and neither the Issuer, the
Trustee nor any agent of the Issuer or the Trustee shall be affected by notice
to the contrary. The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Holder of any Unregistered Security and the Holder of any
Coupon, whether or not the Security to which such Coupon appertained be
registered, as the absolute owner of such Security or Coupon for the purposes
of receiving payment thereof or on account thereof and for all other purposes
whatsoever whether or not such Security or Coupon be overdue, and neither the
Issuer, the Trustee, any Paying Agent nor any Security Registrar shall be
affected by notice to the contrary. All such payments so made to any Holder
for the time being or upon his order shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon such Security or Coupon.
<PAGE> 89
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SECTION 9.4. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Securities of any or all series have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Issuer or any
other obligor on the Securities with respect to which such determination is
being made or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such advice.
Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 8.1 and 8.2, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

SECTION 9.5. Right of Revocation of Action Taken. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 9.1,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such
action so far as concerns such Security. Except as aforesaid, any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and any Coupon
appertaining thereto and of any Securities and Coupons issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security or Coupon or such other Security or
Coupon. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in
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connection with such action shall be conclusively binding upon the Issuer, the
Trustee and the Holders of all the Securities affected by such action.

ARTICLE TEN

HOLDERS' MEETINGS

SECTION 10.1. Purposes of Meetings. A meeting of Holders of
Securities of any or all series may, be called at any time and from time to
time pursuant to the provisions of this Article Ten for any of the following
purposes:

(1) to give any notice to the Issuer or to the Trustee for
the Securities of such series, to give any directions to the Trustee
for such series, to consent to the waiving of any default hereunder
and its consequences or to take any other action authorized to be
taken by Holders pursuant to any of the provisions of Article Seven;

(2) to remove the Trustee for such series and nominate a
successor trustee pursuant to the provisions of Article Eight;

(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.2; or

(4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of
the Securities of any one or more or all series, as the case may be,
under any other provision of this Indenture or under applicable law.

SECTION 10.2. Call of Meetings by Trustee. The Trustee for the
Securities of an series may at any time call a meeting of Holders of Securities
of such series to take any action specified in Section 10.1, to be held at such
time and at such place in the Borough of Manhattan The City of New York, or
such other Place of Payment as the Trustee for such series shall determine.
Notice of every meeting of the Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of Securities
of such series in the manner and to the extent provided in Section 15.4. Such
notice shall be given not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

SECTION 10.3. Call of Meetings by Issuer or Holders. In case at any
time the Issuer, pursuant to a Board Resolution, or the Holders of at least 10%
in aggregate principal amount of the Outstanding Securities of any or all
series, as the
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case may be, shall have requested the Trustee for such series to call a meeting
of Holders of Securities of any or all series, as the case may be, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting and the Trustee for such series shall not have given the notice of
such meeting within 20 days after receipt of such request, then the Issuer or
such Holders may determine the time and the place in the Borough of Manhattan
or other Place of Payment for such meeting and may call such meeting to take
any action authorized in Section 10.1, by giving notice thereof as provided in
Section 10.2.

SECTION 10.4. Qualifications for Voting. To be entitled to vote at
any meeting of Holders a person shall be (a) a Holder of one or more Securities
with respect to which such meeting is being held or (b) a person appointed by
an instrument in writing as proxy by such Holder. The only persons who shall
be entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the Securities of the series with respect to
which such meeting is being held and its counsel and any representatives of the
Issuer and its counsel.

SECTION 10.5. Regulations. Notwithstanding any other provisions of
this Indenture the Trustee for the Securities of any series may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
the Securities of such series, in regard to proof of the holding of Securities
of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote and such other
matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Issuer or by Holders of the Securities of such series as provided in Section
10.3, in which case the Issuer or the Holders calling the meeting as the case
may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.

Subject to Section 9.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each 1,000 (in the currency or currency unit in which such
Securities are denominated) principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any such Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Securities of such series
<PAGE> 92
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held by, him or instruments in writing aforesaid duly designating him as the
person to vote on behalf of other Holders of such series. At any meeting of
Holders, the presence of persons holding or representing Securities with
respect to which such meeting is being held in an aggregate principal amount
sufficient to take action on the business for the transaction of which such
meeting was called shall constitute a quorum, but, if less than a quorum is
present, the persons holding or representing a majority in aggregate principal
amount of such Securities represented at the meeting may adjourn such meeting
with the same effect, for all intents and purposes, as though a quorum had been
present. Any meeting of Holders of Securities with respect to which a meeting
was duly called pursuant to the provisions of Section 10.2 or Section 10.3 may
be adjourned from time to time by a majority of such Holders present, whether
or not constituting a quorum, and the meeting may be held as so adjourned
without further notice.

SECTION 10.6. Voting. The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was mailed as provided in Section 10.2.
The record shall show the serial numbers of the Securities voting in favor of
or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and the secretary of the meeting and one
of the duplicates shall be delivered to the Issuer and the other to the Trustee
to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

SECTION 10.7. No Delay of Rights by Meeting. Nothing in this Article
Ten contained shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any
right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.
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ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a Board Resolution, and the
Trustee for the Securities of any or all series may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as in force at the date of
the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of any or all series any
property or assets; provided, however, that such conveyance, transfer,
assignment, mortgage or pledge is consistent with the provisions of
Section 4.6 or 5.2 hereof;

(b) to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer
under this Indenture and the Securities;

(c) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of
the Holders of any series of Securities and the Coupons, if any,
appertaining thereto, or to surrender any right or power conferred
upon the Issuer, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided that in respect of any such
additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate principal amount
of the Securities of such series to waive such an Event of Default;

(d) to add any additional Events of Default (and, if such
Events of Default are to be applicable to less than all series of
Securities, stating that such Events of Default are only applicable to
specified series);
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84

(e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture; or to make such other provisions in
regard to matters or questions arising under this Indenture or under
any supplemental indenture as the Board of Directors may deem
necessary or desirable and which shall not materially and adversely
affect the interests of the Holders of any Securities or the Coupons,
if any, appertaining thereto;

(f) to establish the form or terms of Securities of any
series and the Coupons, if any, appertaining thereto as permitted by
Section 3.1;

(g) to permit payment in the United States of principal,
premium or interest on Unregistered Securities or of interest on
Coupon Securities;

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

(i) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one
or more series or 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 8.11;

(j) to change or eliminate any of the provisions of this
Indenture; provided, however, that any such change or elimination may
only be effected when no Outstanding Security of any series created
prior to the execution of such supplemental indenture is entitled to
the benefit of such provision; and

(k) following the release of the Guarantor pursuant to Section
14.2, to change or eliminate, by restatement or otherwise, the
provisions of this Indenture referencing or relating to the Guarantor,
the Guarantee and the Obligations so as to reflect the release of the
Guarantor.

The Trustee with respect to any series of Securities affected by such
supplemental indenture is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not
<PAGE> 95
85

be obligated to enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 11.2.

SECTION 11.2. Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article Nine) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a Board
Resolution, and the Trustee for the Securities of each such series may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of execution thereof) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each such series;
provided that no such supplemental indenture shall (a) change the Stated
Maturity of any Security of such series, reduce the principal amount thereof,
reduce the rate or change the time of payment of interest thereon, reduce any
amount payable on redemption thereof, reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 7.1 or the amount
thereof provable in bankruptcy pursuant to Section 7.2, adversely impair or
affect the right of repayment or repurchase, if any, at the option of the
Holder, reduce the amount of, or postpone the date fixed for, any payment under
any sinking fund or analogous provisions for any Security, or change any Place
of Payment or the coin or currency or currency unit in which any Security or
the interest thereon is payable or change or eliminate the right of an
Securityholder to institute suit for the payment thereof, without the consent
of the Holder of each Security of such series so affected, or (b) reduce the
aforesaid percentage of Securities of such series, the consent of the Holders
of which is required for any such supplemental indenture (or waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences), without the consent of the Holder of each
Security so affected, or (c) modify any of the provisions of this Section 11.2
or Section 7.10, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby.

Upon the request of the Issuer, accompanied by a Board Resolution,
authorizing the execution of any such supplemental indenture and upon the
filing with the Trustee with respect to any series of Securities affected by
such supplemental indenture, of evidence of the consent of Securityholders as
aforesaid and other
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documents, if any, required by Section 9.1, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

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

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities and the Coupons, if
any, appertaining thereto, or which modifies the rights of the Holders of
Securities of such series or any Coupons appertaining thereto 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 or any
Coupons appertaining thereto.

For purposes of this Section 11.2, if the Securities of any series are
issuable upon the exercise of warrants, each holder of an unexercised and
unexpired warrant with respect to such series shall be deemed to be a Holder of
Outstanding Securities of such series in the amount issuable upon the exercise
of such warrant. For such purposes, the ownership of any such warrant shall be
determined by the Issuer in a manner consistent with customary commercial
practices. The Trustee for such series shall be entitled to rely on an
Officers' Certificate as to the principal amount of Securities of such series
in respect of which consents shall have been executed by holders of such
warrants.

SECTION 11.3. Notice of Supplemental Indenture. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to the provisions of Section 11.2, the Issuer shall mail a notice thereof by
first-class mail to the Holders of Securities of each series and of Coupons, if
any, appertaining thereto affected thereby at their addresses as they shall
appear on the registry books of the Issuer, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

SECTION 11.4. Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article
Eleven, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, but only with regard to the Securities of each series
affected by such supplemental indenture, and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the
Trustee for the Securities of such
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series, the Issuer and the Holders of any Securities of such series or any
Coupons appertaining thereto affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes with regard to the Securities of such series
and any Coupons appertaining thereto.

SECTION 11.5. Documents To Be Given to Trustee. The Trustee, subject
to the provisions of Sections 8.1 and 8.2, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article complies with the applicable
provisions of this Indenture.

SECTION 11.6. Notation on Securities and Coupons in Respect of
Supplemental Indentures. Securities of any series (including any Coupons
appertaining thereto) affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article Eleven may bear a notation in form
approved by the Trustee for such series as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Securities of any series and any Coupons appertaining thereto so modified as to
conform, in the opinion of the Trustee and the Issuer, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series and any Coupons appertaining thereto then
Outstanding.

SECTION 11.7. Issuance of Securities by Successor Corporation. In
case the Issuer shall be consolidated with or merged into any other corporation
or corporations, or shall convey or transfer all or substantially all its
property as an entirety, the successor corporation formed by such consolidation
or into which the Issuer shall have been merged or which shall have received a
conveyance or transfer as aforesaid, upon causing to be executed and delivered
the supplemental indenture referred to in Section 11.1(b), shall succeed to and
be substituted for the Issuer with the same effect as if it had been named
herein as the party of the first part and in all the Securities and the
Coupons, if any, appertaining thereto as obligor, and thereupon and thereafter
such successor corporation may cause to be executed, either in its own name or
in the name of ITT Destinations, Inc., and delivered to the appropriate Trustee
for authentication, any or all of the Securities and the Coupons, if any,
appertaining thereto issuable hereunder; and, upon the order of such successor
corporation in lieu of the Issuer, and subject to all the terms, conditions and
restrictions in this Indenture prescribed, the Trustee for the Securities of
the appropriate series shall authenticate and deliver any Securities of such
series and the
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Coupons, if any, appertaining thereto which shall have been previously
executed and delivered by the Issuer to the Trustee for authentication and any
Securities and the Coupons, if any, appertaining thereto which such successor
corporation shall thereafter, in accordance with the provisions of this
Indenture, cause to be executed and delivered to the Trustee for such purpose.
Such change in phraseology and form (but not in substance) may be made in such
Securities and the Coupons, if any, appertaining thereto as may be appropriate
in view of such consolidation or merger or conveyance or transfer. All such
Securities and the Coupons, if any, appertaining thereto when issued by such
successor corporation shall in all respects have the same legal rank as the
Securities and the Coupons, if any, appertaining thereto theretofore or
thereafter authenticated and delivered in accordance with the terms of this
Indenture and issued, as though all of such Securities and Coupons, if any,
appertaining thereto had been issued at the date of the execution hereof.

ARTICLE TWELVE

CONSOLIDATION, MERGER, SALE OR ASSUMPTION

SECTION 12.1. Issuer May Consolidate, Merge or Sell on Certain Terms.
Nothing contained in this Indenture or in any of the Securities shall be deemed
to prevent the consolidation or merger of the Issuer with or into any other
corporation, or the merger into the Issuer of any other corporation, or the
sale by the Issuer of its property and assets as, or substantially as, an
entirety, or otherwise; provided, however, that (a) in case of any such
consolidation or merger the corporation resulting from such consolidation or
any corporation other than the Issuer into which such merger shall be made
shall succeed to and be substituted for the Issuer with the same effect as if
it has been named herein as a party hereto and shall become liable and be bound
for, and shall expressly assume, by a supplemental indenture hereto, executed
and delivered to the Trustee, the due and punctual payment of the principal of,
premium, if any, and interest, if any, on all the Securities of each series and
the Coupons, if any, appertaining thereto and the performance and observance of
each and every covenant and condition of this Indenture on the part of the
Issuer to be performed or observed, and (b) as a condition of any such sale of
the property and assets of the Issuer as, or substantially as, an entirety, the
corporation to which such property and assets shall be sold shall (i) expressly
assume, as a part of the purchase price thereof, the due and punctual payment
of the principal of, premium, if any, and interest, if any, on all the
Securities of each series and the Coupons, if any, appertaining thereto and the
performance and observance of all the covenants and conditions of this
Indenture on the part of the Issuer to be performed or observed and (ii)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the Trustee a
supplemental indenture thereto, in form satisfactory to the Trustee, whereby
such
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purchasing corporation shall so assume the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Securities of
each series and the Coupons, if any, appertaining thereto and the performance
and observance of each and every covenant and condition of this Indenture on
the part of the Issuer to be performed or observed, to the same extent that the
Issuer is bound and liable.

The Issuer will not consolidate with any other corporation or accept a
merger of any other corporation into the Issuer or permit the Issuer to be
merged into any other corporation, or sell its properties and assets as, or
substantially as, an entirety, except upon the terms and conditions set forth
in this Section. Upon any consolidation or merger, or any sale of the
properties and assets of the Issuer as, or substantially as, an entirety in
accordance with the provisions of this Section, the corporation formed by such
consolidation or into which the Issuer shall have been merged or to which such
sale shall have been made shall succeed to and be substituted for the Issuer
with the same effect as if it had been named herein as a party hereto and
thereafter from time to time such successor corporation may exercise each and
every right and power of the Issuer under this Indenture, in the name of the
Issuer or in its own name; and any act or proceeding by any provision of this
Indenture required or permitted to be done by the Board of Directors or any
officer of the Issuer may be done with like force and effect by the like board
or officer of any corporation that shall at the time be the successor of the
Issuer hereunder. In the event of the sale by the Issuer of its properties and
assets as, or substantially as, an entirety upon the terms and conditions of
this Section, the Issuer shall be released from all its liabilities and
obligations hereunder and under the Securities.

SECTION 12.2. Guarantor May Consolidate, Merge or Sell on Certain
Terms. Nothing contained in this Indenture or in any of the Securities shall
be deemed to prevent the consolidation or merger of the Guarantor with or into
any other corporation, or the merger into the Guarantor of any other
corporation, or the sale by the Guarantor of its property and assets as, or
substantially as, an entirety, or otherwise; provided, however, that (a) in
case of any such consolidation or merger the corporation resulting from such
consolidation or any corporation other than the Guarantor into which such
merger shall be made shall succeed to and be substituted for the Guarantor with
the same effect as if it has been named herein as a party hereto and shall
become liable and be bound for, and shall expressly assume, by a supplemental
indenture hereto, executed and delivered to the Trustee, the due and punctual
payment of the principal of, premium, if any, and interest, if any, on all the
Securities of each series and the Coupons, if any, appertaining thereto and the
performance and observance of each and every covenant and condition of this
Indenture on the part of the Guarantor to be performed or observed, and (b) as
a condition of any such sale of the property and assets of the Guarantor as, or
substantially as, an entirety, the corporation to which such property and
assets shall be sold shall (i) expressly assume, as a part of the purchase
price thereof, the due and
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punctual payment of the principal of, premium, if any, and interest, if any, on
all the Securities of each series and the Coupons, if any, appertaining thereto
and the performance and observance of all the covenants and conditions of this
Indenture on the part of the Guarantor to be performed or observed and (ii)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the Trustee a
supplemental indenture thereto, in form satisfactory to the Trustee, whereby
such purchasing corporation shall so assume the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Securities of
each series and the Coupons, if any, appertaining thereto and the performance
and observance of each and every covenant and condition of this Indenture on
the part of the Guarantor to be performed or observed, to the same extent that
the Guarantor is bound and liable.

The Guarantor will not consolidate with any other corporation or
accept a merger of any other corporation into the Guarantor or permit the
Guarantor to be merged into any other corporation, or sell its properties and
assets as, or substantially as, an entirety, except upon the terms and
conditions set forth in this Section. Upon any consolidation or merger, or any
sale of the properties and assets of the Guarantor as, or substantially as, an
entirety in accordance with the provisions of this Section, the corporation
formed by such consolidation or into which the Guarantor shall have been merged
or to which such sale shall have been made shall succeed to and be substituted
for the Guarantor with the same effect as if it had been named herein as a
party hereto and thereafter from time to time such successor corporation may
exercise each and every right and power of the Guarantor under this Indenture,
in the name of the Guarantor or in its own name; and any act or proceeding by
any provision of this Indenture required or permitted to be done by the Board
of Directors or any officer of the Guarantor may be done with like force and
effect by the like board or officer of any corporation that shall at the time
be the successor of the Guarantor hereunder. In the event of the sale by the
Guarantor of its properties and assets as, or substantially as, an entirety
upon the terms and conditions of this Section, the Guarantor shall be released
from all its liabilities and obligations hereunder and under the Securities.

SECTION 12.3. Opinion of Counsel To Be Given to Trustee. The
Trustee, subject to the provisions of Section 8.1, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger or sale, and
any such assumption, complies with the provisions of this Article Twelve.

SECTION 12.4. Assumption by Guarantor of Issuer's Obligations. The
Guarantor may at any time after December 31, 1995, assume the obligations of
the Issuer for the due and punctual payment of the principal of (and premium,
if any) and interest, if any, on all the Securities and the performance of
every covenant of this
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Indenture and the Securities on the part of the Issuer to be performed or
observed; provided that:

(a) the Guarantor shall expressly assume such obligations by
an indenture supplemental hereto, executed and delivered to the
Trustee for the Securities of each series, in form satisfactory to the
Trustee;

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

(d) the Guarantor and the Issuer each has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such assumption and such supplemental indenture comply
with this Section 12.4 and that all conditions precedent herein
provided for relating to such transaction have been complied with.

Upon any such assumption, the Guarantor shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if the Guarantor had been named as the
Issuer herein, and the Person named as the "Issuer" in the first paragraph of
this instrument or any successor corporation which shall have become such in
the manner prescribed in Article Twelve shall be released from all its
liabilities and obligations hereunder, under the Securities and pursuant to the
covenants contained in Article Four and the provisions of Section 12.2.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 13.1. Satisfaction and Discharge of Securities of Any Series.
Except as otherwise provided for the Securities of any series established
pursuant to Section 3.1(18), the Issuer and the Guarantor shall be deemed to
have satisfied and discharged the entire indebtedness on all the Outstanding
Securities of any particular series and the Coupons, if any, appertaining
thereto, and the Trustee, at
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the expense of the Issuer and upon Issuer Request, shall execute proper
instruments acknowledging satisfaction and discharge of such indebtedness and
release of any Guarantee of such indebtedness, when

(1) either:

(A) all Outstanding Securities of such series
theretofore authenticated and delivered and the Coupons, if
any appertaining thereto (other than (i) any Securities of
such series or Coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 3.7 and (ii) Outstanding Securities of such series or
Coupons for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from such trust,
as provided in Sections 4.4, 13.4 and 13.5) have been
delivered to the Trustee for cancellation; or

(B) with respect to all Outstanding Securities of
such series and the Coupons, if any, appertaining thereto,
described in (A) above not theretofore delivered to the
Trustee for cancellation:

(i) the Issuer has deposited or caused to be
deposited with the Trustee as trust funds in trust an
amount in the currency or currency unit in which the
Securities of such series are denominated (except as
otherwise specified pursuant to Section 3.1 for the
Securities of such series and except as provided in
Sections 3.12(b), 3.12(e) and 3.12(f) hereof)
sufficient to pay and discharge the entire
indebtedness on all such Outstanding Securities of
such series for principal (and premium, if any) and
interest to the Stated Maturity or any Redemption
Date as contemplated by Section 13.3, as the case
may, be; or

(ii) the Issuer has deposited or caused to
be deposited with the Trustee as obligations in trust
such amount of Government Obligations as will, in a
written opinion of independent public accountants
delivered to the Trustee, together with the
predetermined and certain income to accrue thereon
(without consideration of any reinvestment thereof),
be sufficient to pay and discharge when due the
entire indebtedness on all such Outstanding
Securities of such series and the Coupons, if any,
appertaining thereto, for unpaid principal (and
premium, if any,) and interest to the Stated Maturity
or any Redemption Date as contemplated by Section
13.3, as the case may, be.
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(2) the Issuer has paid or caused to be paid all other sums
payable with respect to the Outstanding Securities of such series and
the Coupons, if any, appertaining thereto;

(3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to due satisfaction
and discharge of the entire indebtedness on all Outstanding Securities
of any such series and the Coupons, if any, appertaining thereto, have
been complied with; and

(4) if the Securities of such series and, the Coupons, if
any, appertaining thereto, are not to become due and payable at their
Stated Maturity within one year of the date of such deposit or are not
to be called for redemption within one year of the date of such
deposit under arrangements satisfactory to the Trustee as of the date
of such deposit, then the Issuer shall have given, not later than the
date of such deposit, notice of such deposit to the Holders of the
Securities of such series and the Coupons, if any, appertaining
thereto.

Upon the satisfaction of the conditions set forth in this Section 13.1
with respect to all the Outstanding Securities of any series and the Coupons,
if any, appertaining thereto, the terms and conditions of such series,
including the terms and conditions with respect thereto set forth in this
Indenture, shall no longer be binding upon, or applicable to, the Issuer or the
Guarantor, and the Holders of the Securities of such series shall look for
payment only to the funds or obligations deposited with the Trustee pursuant to
Section 13.1(1)(b); provided, however, that the Issuer shall not be discharged
from (a) any payment obligations in respect of Securities of such series which
are deemed not to be Outstanding under clause (c) of the definition thereof and
the Coupons, if any, appertaining thereto, if such obligations continue to be
valid obligations of the Issuer under applicable law, (b) any obligations under
Sections 8.6 and 8.10, and (c) any obligations under Section 3.6 or 3.7 (except
that Securities of such series issued upon registration of transfer or exchange
or Securities or Coupons, if any, appertaining thereto issued in lieu of
mutilated, lost, destroyed or stolen Securities or Coupons shall not be
obligations of the Issuer) and Section 6.1; and provided further that in the
event a petition for relief under the Bankruptcy Reform Act of 1978 or a
successor statute is filed with respect to the Issuer within 91 days after the
deposit, the entire indebtedness on all Securities of such series and the
Coupons, if any, appertaining thereto shall not be discharged, and in such
event the Trustee shall return such deposited funds or obligations as it is
then holding to the Issuer upon Issuer Request. Notwithstanding the
satisfaction of the conditions set forth in this Section 13.1 with respect to
all the Securities of any series not denominated in Dollars, upon the happening
of any events specified in Section 3.12(e) the Issuer shall be obligated to
make the payments in Dollars required by
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Section 3.12(e) to the extent that the Trustee is unable to convert any Foreign
Currency or currency unit in its possession pursuant to Section 13.1(1)(B) into
the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the
Currency Unit, as the case may be. The Trustee shall return to the Issuer any
non-converted funds or securities in its possession after such payments have
been made.

SECTION 13.2. Satisfaction and Discharge of Indenture. Upon
compliance by the Issuer with the provisions of Section 13.1 as to the
satisfaction and discharge of each series of Securities issued hereunder and
the Coupons, if any, appertaining thereto, and if the Issuer has paid or caused
to be paid all other sums payable under this Indenture, this Indenture and any
Guarantees issued hereunder shall cease to be of any further effect (except as
otherwise provided herein). Upon Issuer Request and receipt of an Opinion of
Counsel and an Officers' Certificate (and at the expense of the Issuer), the
Trustee shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture and any such Guarantees.

Notwithstanding the satisfaction and discharge of this Indenture, any
obligations of the Issuer under Sections 3.6. 3.7, 6.1, 8.6 and 8.10, any
obligations of the Issuer under Section 3.12(d) to deliver an Exchange Rate
Officer's Certificate and the obligations of the Trustee under Section 13.3
shall survive.

SECTION 13.3. Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 13.1 shall be held irrevocably
in trust and shall be made under the terms of an escrow trust agreement in form
and substance satisfactory to the Trustee. Such money and obligations shall be
applied by the Trustee, in accordance with the provisions of the Securities,
this Indenture and such escrow trust agreement, to the payment, either directly
or through any Paying Agent (including the Issuer acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal of (and premium, if any) and interest, if any, on the Securities and
the Coupons, if any, appertaining thereto for the payment of which such money
and obligations have been deposited with the Trustee. If Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to
an optional redemption provision or in accordance with any mandatory sinking
fund requirement, the Issuer shall make such arrangements as are satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Issuer.

SECTION 13.4. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series and the Coupons, if any, appertaining thereto, all
moneys with respect to such series then held by any Paying Agent for such
series under the provisions of this Indenture with respect to such series of
Securities shall, upon
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demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

SECTION 13.5. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee for
the Securities of any series and the Coupons, if any, appertaining thereto, or
any Paying Agent for the payment of the principal of, premium, if any, or
interest, if any, on Securities of any series and the Coupons, if any,
appertaining thereto and which shall not be applied but shall remain unclaimed
by the Holders of Securities of such series and the Coupons, if any,
appertaining thereto for two years after the date upon which such payment shall
have become due and payable, shall be repaid to the Issuer by the Trustee on
demand, and the holder of any of such Securities or the Coupons, if any,
appertaining thereto entitled to receive such payment shall thereafter look
only to the Issuer for the payment thereof; provided, however, that the
Trustee, before making any such repayment, shall at the expense of the Issuer
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, a notice that said moneys have not
been so applied and that after a date named therein any unclaimed balance of
said moneys then remaining will be returned to the Issuer.

ARTICLE FOURTEEN

GUARANTEE

SECTION 14.1. Guarantee. The Guarantor hereby unconditionally and
irrevocably guarantees to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of, premium, if any, and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Issuer under
this Indenture and the Securities and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Issuer under
this Indenture and the Securities (all the foregoing being hereinafter
collectively called the "Obligations"). The Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from the Guarantor, and that such Guarantor will remain bound
under this Article Fourteen notwithstanding any extension or renewal of any
Obligation.

The Guarantor waives presentation to, demand of payment from and
protest to the Issuer of any of the Obligations and also waives notice of
protest for nonpayment. The Guarantor waives notice of any default under the
Securities or the Obligations. The obligations of the Guarantor hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to assert
any claim or demand or to
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enforce any right or remedy against the Issuer or any other person under this
Indenture, the Securities or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement; (d) the release of any security held by any
Holder or the Trustee for the Obligations or any of them; (e) the failure of
any Holder or Trustee to exercise any right or remedy against any other
guarantor of the Obligations; or (f) (except as provided in Section 12.2) any
change in the ownership of the Guarantor.

The Guarantor further agrees that its Guarantee herein constitutes a
guaranty of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Obligations.

The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of
the Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the Guarantor or would otherwise operate as a discharge
of the Guarantor as a matter of law or equity.

The Guarantor further agrees that its Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of principal of or interest on any Obligation is rescinded
or must otherwise be restored by any Holder or the Trustee upon the bankruptcy
or reorganization of the Issuer or otherwise.

In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against the
Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal
of or interest on any Obligation when and as the same shall become due, whether
at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Obligation, the Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i)
the unpaid principal amount of such
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Obligations, (ii) accrued and unpaid interest on such Obligations (but only to
the extent not prohibited by law) and (iii) all other monetary Obligations of
the Issuer to the Holders and the Trustee.

The Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guarantied
hereby until payment in full of all Obligations. The Guarantor further agrees
that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article Seven for the purposes of such
Guarantor's Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such Obligations as provided in Article Seven, such Obligations (whether or not
due and payable) shall forthwith become due and payable by such Guarantor for
the purposes of this Section.

The Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section.

SECTION 14.2. Releases. In the event that (a) the indebtedness on
all Outstanding Securities shall have been deemed satisfied pursuant to Section
13.1 hereof, or (b) the Completion of the Distribution shall have occurred, the
Guarantor shall thereby become released and relieved of its Obligations and all
provisions of this Indenture referencing or relating to the Guarantor, the
Guarantee and the Obligations shall be of no further force or effect, and upon
request of the Guarantor, the Trustee shall execute and deliver to the
Guarantor a satisfaction and discharge with respect to its Obligations and the
Trustee shall execute any other documents reasonably required to evidence the
release of the Guarantor from its Obligations.

SECTION 14.3. Successors and Assigns. Except as provided in Section
14.2, this Article Fourteen shall be binding upon the Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights
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by any Holder or the Trustee, the rights and privileges conferred upon that
party in this Indenture and in the Securities shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.

SECTION 14.4. No Waiver, etc. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article Fourteen shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The rights, remedies and benefits
of the Trustee and the Holders herein expressly specified are cumulative and
not exclusive of any other rights, remedies or benefits which either may have
under this Article Fourteen at law, in equity, by statute or otherwise.

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 15.1. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security or Coupon, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such, or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly, or through the Issuer or any successor, under any rule of law,
statute or constitutional provision by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities or Coupons by
the Holders thereof and as part of the consideration for the issue of such
Securities and Coupons, if any, appertaining thereto.

SECTION 15.2. Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the Securities or the
Coupons, expressed or implied, shall give or be construed to give to any
person, other than the parties hereto and their successors, the Holders of the
Securities and the Holders of the Coupons, any legal or equitable right, remedy
or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, of the Holders of the Securities and the
Holders of the Coupons.

SECTION 15.3. Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
<PAGE> 109
99

contained by or on behalf of the Issuer or the Guarantor shall bind its
respective successors and assigns, whether so expressed or not.

SECTION 15.4. Notices to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, (1) if any of the Securities
affected by such event are Fully Registered Securities, such notice shall be
sufficient]y given (unless otherwise herein expressly provided) if in writing
and mailed by first class mail, postage prepaid, to such Holders as their names
and addresses appear in the Securities Register within the time prescribed and
(2) if any of the Securities affected by such event are Unregistered
Securities, or Coupon Securities, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed by first
class mail, postage prepaid, to such Holders in the manner and to the extent
provided in Section 6.4, and if published in an Authorized Newspaper or
Newspapers in such city or cities as may be provided elsewhere in this
Indenture or specified as contemplated by Section 3.1 on a Business Day at
least twice, the first such publication to be not earlier than the earliest
date and not later than the latest date prescribed for the giving of such
notice. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance on such waiver. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders, and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given. In the
event of suspension of regular mail service or for any other reason it shall be
impracticable to give such notice to Registered Holders by mail, then such a
notification as shall be made to Registered Holders with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
In case by reason of the suspension of publication of any Authorized Newspaper
or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Unregistered Securities or of Coupons as provided above then said
notification to Holders of Unregistered Securities or of Coupons as shall be
given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder.

SECTION 15.5. Addresses for Notices. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee for the Securities of any series or by the Holders of Securities
of any series or of any Coupons appertaining thereto on the Issuer may be given
or served by registered mail addressed (until another address is filed by the
Issuer with the Trustee) as follows: ITT DESTINATIONS, INC., Attention:
Corporate Secretary, 1330 Avenue of the Americas, New York, NY 10019-5490.
Any notice or demand
<PAGE> 110
100

which by any provision of this Indenture is required or permitted to be given
or served by the Trustee for the Securities of any series or by the Holders of
Securities of any series or of any Coupons appertaining thereto on the
Guarantor may be given or served by registered mail addressed (until another
address is filed by the Guarantor with the Trustee) as follows: ITT
CORPORATION, Attention: Corporate Secretary, 1330 Avenue of the Americas, New
York, NY 10019-5490. Any notice, direction, request or demand by any Holder
of Securities of any series to or upon the Trustee for such series or of any
Coupons appertaining thereto shall be deemed to have been sufficiently given or
made, for all purposes, if given or made at the Corporate Trust Office of such
Trustee, and, in respect of Unregistered Securities or Coupons, at the
Corporate Trust Office of the Trustee referred to in Section 4.2. Any notice
or demand required or permitted under this Indenture shall be in the English
language, except that any published notice may be in the official language of
the country of publication.

SECTION 15.6. Officers' Certificates and Opinions of Counsel;
Statements To Be Contained Therein. Upon any application or demand by the
Issuer or the Guarantor to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer or the Guarantor, as the case may be,
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any covenants compliance with which constitutes
a condition precedent) provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (other than annual certificates
provided pursuant to Section 4.7 or Section 5.3) shall include (a) a statement
that the person making such certificate or opinion has read such covenant or
condition, (b) 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, (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer or
the Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or
<PAGE> 111
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opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Issuer, upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer or the Guarantor, as
the case may be, unless such counsel knows that the certificate, statement or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or
the Guarantor or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Issuer, or the Guarantor, as the
case may be, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

SECTION 15.7. Cross References. All references herein to "Articles"
and other subdivisions are to the corresponding Articles or other subdivisions
of this Indenture, and the words "herein", "hereof", "hereby", "hereunder",
"hereinbefore" and "hereinafter" and other words of similar purport refer to
this Indenture generally and not to any particular Article, Section or other
subdivision hereof.

SECTION 15.8. Legal Holidays. In any case where the date of maturity
of principal, premium, if any, or interest, if any, on the Securities or
Coupons or the date fixed for redemption or repayment of any Security shall not
be a Business Day at any Place of Payment with respect to Securities of that
series then (notwithstanding any other provisions of this Indenture or of the
Security of Coupons) payment of such principal, premium, if any, or interest,
if any, on the Securities and Coupons need not be made on such date at such
Place of Payment but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the date of
maturity or the date fixed for redemption or repayment, as the case may be, and
no interest shall accrue for the period from and after such date.
<PAGE> 112
102

SECTION 15.9. Moneys of Different Currencies To Be Segregated. The
Trustee shall segregate all moneys, funds and accounts held by the Trustee
hereunder in one currency from any money, funds or accounts in any other
currencies, notwithstanding any provision herein which would otherwise permit
the Trustee to commingle such amounts.

SECTION 15.10. Payment To Be in Proper Currency. Each reference in
any Security, or in the Board Resolution relating thereto, to any currencies or
currency units shall be of the essence. Subject to Section 3.12, the Issuer
agrees, to the fullest extent that it may effectively do so under applicable
law, that its obligation to make any payment of principal of (and premium, if
any) and interest on any Security or any Coupon (i) shall not be discharged or
satisfied by any tender by the Issuer, or recovery by the Trustee, either
pursuant to any judgment (whether or not entered into in accordance with
Section 7.13) or otherwise, in any currencies or currency units other than the
currencies or currency units then due and payable (the "Required Currency"),
except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. Except as permitted under Section 3.12, if any such
tender or recovery is in a currency other than the Required Currency, the
Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Issuer, and the Issuer shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor. The
Issuer hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for
the Required Currency by the Trustee, is less than the full amount of Required
Currency then due and payable.

SECTION 15.11. Conflict of Any Provision of Indenture with Trust
Indenture Act. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310
to 317, inclusive, of the Trust Indenture Act through operation of Section
318(c) thereof, such imposed duties shall control.

SECTION 15.12. New York Law To Govern. This Indenture, the Guarantee
and each Security shall be deemed to be a contract under the laws of the
<PAGE> 113
103

state of New York, and for all purposes shall be construed in accordance with
the laws of said State, except as may otherwise be required by mandatory
provisions of law.

SECTION 15.13. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

SECTION 15.14. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

SECTION 15.15. Separability Clause. In case any provision of this
Indenture or of the Securities or any Coupons appertaining thereto, if any,
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

ARTICLE SIXTEEN

REDEMPTION OF SECURITIES

SECTION 16.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.

SECTION 16.2. Notice of Redemption; Selection of Securities. In case
the Issuer shall desire to exercise the right to redeem all, or, as the case
may be, any, part of the Securities of any series (or all or part of the
Unregistered Securities of such series or all or any part of the Registered
Securities of such series, if the terms and conditions of redemption shall
different with respect to Unregistered Securities and Registered Securities of
such series as specified in the terms of such Securities established pursuant
to Section 3.1) in accordance with their terms, it shall fix a Redemption Date
and shall provide notice of such redemption to the Trustee, in the case such
Securities are to be redeemed as a whole, 45 days, and in the case such
Securities are to be redeemed in part, 60 days, prior to such Redemption Date,
and at least 30 and not more than 60 days prior to such Redemption Date to the
Holders of Securities of such series so to be redeemed as a whole or in part in
the manner provided in Section 15.4. The notice provided in the manner herein
specified shall be conclusively presumed to have been duly given, whether or
not the Holder receives such notice. In any case, failure to give such notice
or any defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part
<PAGE> 114
104

shall not affect the validity of the proceedings for the redemption of any
other Security of such series.

Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the Place or Places of Payment, that the Securities of such
series are being redeemed at the option of the Issuer pursuant to provisions
contained in the terms of the Securities of such series or in a supplemental
indenture establishing such series, if such be the case, together with a brief
statement of the facts permitting such redemption, that payment will be made
upon presentation and surrender of the applicable Securities, that, unless
otherwise specified in such notice, Coupon Securities of any series, if any
surrendered for payment must be accompanied by all Coupons, if any, maturing
subsequent to the date fixed for redemption, failing which the amount of any
such missing Coupon or Coupons will be deducted from the sum due for payment,
that any interest accrued to the Redemption Date will be paid as specified in
said notice, and that on and after said Redemption Date any interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Securities of any series are to be redeemed the notice Of redemption shall
specify the numbers of the Securities of such series to be redeemed, and, if
only, Unregistered Securities of any series are to be redeemed, and if such
Unregistered Securities may be exchanged for Registered Securities, the last
date on which exchanges of Unregistered Securities for Registered Securities
not subject to redemption may be made. In case any Security of any series is
to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to be redeemed and shall state that on and
after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons
will be issued, or, in the case of Securities providing appropriate space for
such notation, at the option of the Holders, the Trustee, in lieu of delivering
a new Security or Securities as aforesaid, may make a notation on such Security
of the payment of the redeemed portion thereof.

On or before (but at least one New York Business Day before, in the
case of payments made in a currency or currency unit other than Dollars) the
Redemption Date with respect to the Securities of any series stated in the
notice of redemption given as provided in this Section 16.2, the Issuer will
deposit with the Trustee or with one or more Paying Agents an amount of money
in the currency or currency unit in which the Securities of such series and any
Coupons appertaining thereto are payable (except as otherwise specified as
contemplated by Section 3.1 for the Securities of such series and except as
provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture) sufficient
to redeem on such Redemption Date all the Securities or portions thereof so
called for redemption at the applicable Redemption Price, together with accrued
interest to such Redemption Date. If the Issuer is acting
<PAGE> 115
105

as its own Paying Agent, it will segregate such amount and hold it in trust as
provided in Section 4.4.

If fewer than all the Securities of a series are to be redeemed
(except in the case of a redemption in whole of the Unregistered Securities,
the Coupon Securities, the Registered Securities or the Fully Registered
Securities of such series), the Issuer will give the Trustee written notice not
less than 60 days prior to the Redemption Date as to the aggregate principal
amount of Securities to be redeemed and the Trustee shall select, not more than
75 days prior to the Redemption Date and in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities of such series or
portions thereof (in multiples of 1,000 in the currency or currency unit in
which the Securities of such series are denominated, except as otherwise set
forth in the applicable form of Security) to be redeemed.

SECTION 16.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities of the series specified in such notice shall become due and payable
on the Redemption Date and at the place or places stated in such notice at the
applicable Redemption Price, together with any interest accrued to such
Redemption Date, and on and after said Redemption Date (unless the Issuer shall
default in the payment of such Securities at the applicable Redemption Price,
together with any interest accrued to said Redemption Date) any interest on the
Securities or portions of Securities of any series so called for redemption
shall cease to accrue. On presentation and surrender of such Securities and
all Coupons, if any, appertaining thereto at a Place of Payment in such notice
specified, such Securities and Coupons or the specified portions thereof shall
be paid and redeemed by the Issuer at the applicable Redemption Price, together
with any interest accrued thereon to the applicable Redemption Date in the
currency or currency unit in which the Securities of such series and the
Coupons, if any, appertaining thereto are payable (except as otherwise
specified as contemplated by, Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture).

If any Coupon Security, surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the Redemption
Date, such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing Coupons or the surrender of
such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paving Agent harmless. If thereafter the Holder of
such Security shall surrender to any, Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted provided,
however, that, unless otherwise provided pursuant to Section 3.1 or Section
11.1(f), interest represented by Coupons
<PAGE> 116
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shall be payable only upon presentation and surrender of those Coupons at an
office or agency located outside of the United States.

Upon presentation of any, Security redeemed in part only and the
Coupons, if any, appertaining thereto, the Issuer shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Issuer, a new Security or Securities of such series and the
Coupons, if any, appertaining thereto, of authorized denominations, in
principal amount equal to the unredeemed portion of the Securities so
presented.

SECTION 16.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration or certificate
number in the case of Registered Securities or Fully Registered Securities, or
by certificate number, in the case of Coupon Securities, in a written statement
signed by an authorized officer of the Issuer and delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given
as being owned by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. In the case of Coupon Securities, the Issuer will
provide evidence satisfactory to the Trustee of the ownership thereof.

SECTION 16.5 Redemption Pursuant to Gaming Laws. (a)
Notwithstanding the provisions of Section 16.2 hereof and any related
paragraphs of the Securities of any series, if any Gaming Authority requires
that a Holder or beneficial owner of Securities of any series must be licensed
or found qualified or suitable to hold or own the Securities of any such
series, but that Person is not licensed or found qualified or suitable within
any time specified by such Gaming Authority, or such Gaming Authority denies a
license to or finds unqualified or unsuitable such Person, the Issuer will have
the right at its option to require such Person to dispose of such Person's
Securities of such series within the time period prescribed by the Issuer or
such other time period as may be prescribed by any Gaming Authority, which time
period shall be specified in a written notice from the Issuer. If such Holder
or beneficial owner, having been given the opportunity by the Issuer to dispose
of such Securities, fails to dispose of such Securities within the prescribed
time period, the Issuer shall have the right to call for redemption such
Securities by notice of redemption to such Person.

(b) On any redemption of Securities of any series pursuant to
this Section 16.5, the Redemption Price shall be the lesser of (i) the lowest
closing sale price of the Securities of such series on any trading day during
the 120 day period commencing on the date upon which the Issuer shall have
received notice from a Gaming Authority of such Holder's disqualification or
(ii) the price at which such Holder
<PAGE> 117
107

or beneficial owner acquired the Securities, unless a different redemption price
is required by such Gaming Authority, in which event such required price shall
be the Redemption Price. Each Holder and beneficial owner, by accepting a
Security of any series, agrees to the provisions of this Section 16.5 and any
related paragraphs of the Securities of such series and agrees to inform the
Issuer upon request of the price at which such Holder or beneficial owner
acquired such Holder's or beneficial owner's Securities.

(c) Any redemption notice given by the Issuer under this
Section 16.5 shall state (i) that the Securities are being called for
redemption as a result of the Holder's or beneficial owner's status under the
relevant Gaming Laws, (ii) the Redemption Date, (iii) the Redemption Price and
(iv) the place or places where such Securities are to be surrendered for
payment of the Redemption Price.

ARTICLE SEVENTEEN

SINKING FUNDS

SECTION 17.1. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is hereinafter referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of the Securities of any series is herein referred to
as an "optional sinking fund payment".

SECTION 17.2. Satisfaction of Mandatory Sinking Fund Payments with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any, Securities of a series in cash, the Issuer may at
its option, at any time no more than 16 months and no less than 45 days prior
to the date on which such sinking fund payment is due, deliver to the Trustee
Outstanding Securities of such series (together with the unmatured Coupons, if
any, appertaining thereto) theretofore purchased or otherwise acquired by the
Issuer, except Securities of such series which have been redeemed or previously
called for redemption through the application of mandatory or optional sinking
fund payments pursuant to the terms of the Securities of such series or which
have been acquired or redeemed out of the proceeds of sale of a Principal
Property, pursuant to clause (i) of Section 4.5, accompanied by an Issuer Order
instructing the Trustee to credit such obligations and
<PAGE> 118
108

stating that the Securities of such series were originally issued by the Issuer
by way of bona fide sale or other negotiation for value; 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 mandatory sinking fund payment shall be reduced
accordingly.

SECTION 17.3. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Issuer will deliver to the Trustee a certificate signed by the
Treasurer or any Associate or Assistant Treasurer of the Issuer specifying the
amount of the next ensuing sinking fund payment for such series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currency unit in which the Securities of
such series and the Coupons, if any, appertaining thereto are payable (except
as otherwise specified as contemplated by Section 3.1 for the Securities of
such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of
this Indenture) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 17.2 and
whether the Issuer intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series. Such certificate shall be
irrevocable and upon its delivery the Issuer shall be obligated to make the
cash payment or payments (in the currency or currency unit described above)
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Issuer to deliver such
certificate (or to deliver the Securities and Coupons, if any, specified in
such certificate within the time period specified in Section 17.2), the sinking
fund payment due on the next succeeding sinking fund payment date for such
series shall be paid entirely in cash (in the currency, or currency, unit
described above) and shall by sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Securities as provided in Section 17.2 and
without the right to make any optional sinking fund payment, if any, with
respect to such series.

Any sinking fund payment or payments (mandatory or optional) made in
cash (in the currency, or currency, unit described above) plus any unused
balance of any preceding sinking fund payments made with respect to the
Securities of any particular series shall be applied by the Trustee (or by the
Issuer if the Issuer is acting as its own Paying Agent) on the sinking fund
payment date on which such payment is made (or, if such payment is made before
a sinking fund payment date, on the sinking fund payment date following the
date of such payment) to the redemption of Securities of such series at the
Redemption Price specified in such Securities with respect to the sinking fund
together with accrued interest, if any, to the applicable Redemption Date. Any
excess sinking fund moneys not so applied or allocated by the Trustee (or
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by the Issuer if the Issuer is acting as its own Paying Agent) to the
redemption of Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Issuer is acting as its own Paying Agent,
segregated and held in trust as provided in Section 4.4) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 17.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Issuer is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.4) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Issuer if the Issuer is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities
of such series at Maturity. The Trustee shall not convert any currency or
currency unit in which the Securities of such series are payable for the
purposes of such sinking fund application unless specifically requested to do
so by the Issuer, and any such conversion agreed to by the Trustee in response
to such request shall be for the account and at the expense of the Issuer and
shall not affect the Issuer's obligation to pay the Holders in the currency, or
currency unit to which such Holders may be entitled.

The Trustee shall select or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 16.2 and the Issuer shall cause notice of the
redemption thereof to be given in the manner provided in Section 16.2 except
that the notice of redemption shall also state that the Securities are being
redeemed by operation of the sinking fund and whether the sinking fund payment
is mandatory or optional, or both, as the case may be. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 16.3.

On or before (but at least one New York Business Day, before, in the
case of payments made in a currency or currency unit other than Dollars) each
sinking fund payment date, the Issuer shall pay to the Trustee (or, if the
Issuer is acting as its own Paying Agent, will segregate and hold in trust as
provided in Section 4.4) in cash (in the currency or currency unit described in
the first paragraph of this Section 17.3) a sum equal to the principal and any
interest accrued to the Redemption Date for Securities or portions thereof to
be redeemed on such sinking fund payment date pursuant to this Section.

Neither the Trustee nor the Issuer shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any on any Securities of
such series or of any Event of Default (other than an Event of Default
occurring as a consequence of this
<PAGE> 120
110

paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions
hereof, the Trustee (or the Issuer if the Issuer is acting as its own Paying
Agent) shall redeem such Securities if cash (in the currency or currency unit
described in the first paragraph of this Section 17.3) sufficient for the
purpose shall be deposited with the Trustee (or segregated by the Issuer) for
that purpose in accordance with the terms of this Article. Except as
aforesaid, any moneys (in the currency or currency unit described in the first
paragraph of this Section 17.3) in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys (in the
currency or currency unit described in the first paragraph of this Section
17.3) thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities of such series and the Coupons, if any, appertaining thereto;
provided, however that in case such Event of Default or default shall have been
cured or waived as provided herein, such moneys (in the currency or currency
unit described in the first paragraph of this Section 17.3) shall thereafter be
applied on the next sinking fund payment date for the Securities of such series
on which such moneys (in the currency or currency unit described in the first
paragraph of this Section 17.3) may be applied pursuant to the provisions of
this Section.
<PAGE> 121
111

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

ITT DESTINATIONS, INC., as Issuer

by
-----------------------------
Vice President
[Corporate Seal]
Attest:

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

ITT CORPORATION, as Guarantor,

by
-----------------------------
Vice President
[Corporate Seal]
Attest:

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

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

by
-----------------------------
Authorized Officer
[Corporate Seal]
Attest:

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

<PAGE> 1
EXHIBIT 5

ITT CORPORATION
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-5490

Richard S. Ward
Executive Vice President and General Counsel

October 16, 1995

ITT Destinations, Inc. and
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490

Re: Debt Securities and Warrants to Purchase Debt
Securities of ITT Destinations, Inc.; Guarantee of Debt
Securities by ITT Corporation

Dear Sirs:

This opinion is being furnished on behalf of ITT Destinations,
Inc. (the "Company") and ITT Corporation ("ITT") in connection with the proposed
offering by the Company of Debt Securities (the "Debt Securities") and Warrants
(the "Warrants") to purchase such Debt Securities in an aggregate initial
offering price not to exceed $2,000,000,000 (collectively, the "Securities").
The Debt Securities will be issued under the Indenture (the "Indenture") among
the Company, ITT and The First National Bank of Chicago, as Trustee, which Debt
Securities, subject to certain conditions, will be unconditionally guaranteed as
to principal, premium, if any, and interest (the "Guarantees") by ITT. (The
Debt Securities may also be issued under indentures with one or more other
banking institutions to be qualified as Trustees pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939.) The Warrants will be issued under a Warrant
Agreement (the "Warrant Agreement") between the Company and a Warrant Agent.
The Securities are being registered under the Securities Act of 1933, as
amended, under a Registration Statement on Form S-3 (the "Registration
Statement").

I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purpose of this opinion.

Upon the basis of the foregoing, I am of the opinion that,
when the Indenture and the Warrant Agreement shall have been executed and
delivered, (i) the Debt Securities, when duly executed, authenticated and
delivered and (ii) the Warrants, when duly executed, countersigned and
delivered, against payment therefor in accordance with the terms of the
Underwriting Agreement or other Selling Agency or Distribution Agreement
relating thereto, and pursuant to the provisions of the Indenture and Warrant
Agreement, respectively, will be valid and binding obligations of the Company.
<PAGE> 2
2

Upon the basis of the foregoing, I am of the opinion that, when
the Indenture shall have been duly executed and delivered, any Guarantees
pursuant thereto shall be valid and binding obligations of ITT.

I hereby consent to the filing or incorporation of this
opinion as Exhibit 5 to the Registration Statement and to the reference to me
under "Legal Opinions" therein.

Very truly yours,

RICHARD S. WARD

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ____

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

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

ITT DESTINATIONS, INC. ITT CORPORATION
(EXACT NAMES OF OBLIGORS AS SPECIFIED IN THEIR RESPECTIVE CHARTERS)

NEVADA DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

88-0340591 13-5158950
(I.R.S. EMPLOYER IDENTIFICATION NUMBERS)

1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-5490
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES OF BOTH OBLIGORS)

DEBT SECURITIES AND GUARANTEES
(TITLE OF INDENTURE SECURITIES)
<PAGE> 2

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the trustee now in
effect.*

2. A copy of the certificates of authority of the trustee to
commence business.*

3. A copy of the authorization of the trustee to exercise corporate
trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by Section 321(b) of the
Act.

<PAGE> 3

7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 12th day of October,
1995.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,

BY /S/ R. D. MANELLA
--------------------
R. D. MANELLA
VICE PRESIDENT

* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).

<PAGE> 4

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

October 12, 1995

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture among ITT Destinations,
Inc., ITT Corporation and The First National Bank of Chicago, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /S/ R. D. MANELLA
--------------------
R. D. MANELLA
VICE PRESIDENT

4
<PAGE> 5
EXHIBIT 7

<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400 <-
THOUSANDS RCFD BIL MIL THOU ----
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 3,184,875 1.a.
b. Interest-bearing balances(2).................................... 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)....... 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold.............................................. 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell................. 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).............................................................. RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses....................... RCFD 3123 358,877 4.b.
c. LESS: Allocated transfer risk reserve........................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................ 2125 16,208,531 4.d.
5. Assets held in trading accounts.................................... 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases)........... 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M)....................... 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)..................................... 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding....... 2155 501,943 9.
10. Intangible assets (from Schedule RC-M)............................. 2143 111,683 10.
11. Other assets (from Schedule RC-F).................................. 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11)........................... 2170 49,325,966 12.
</TABLE>

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

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

<PAGE> 6
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

<TABLE>
<CAPTION>
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).................................. RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1)................................... RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing......................................... RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................... RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing...................................... RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing......................................... RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased...................................... RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase............... RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury..................... RCON 2840 112,768 15.a.
b. Trading Liabilities.......................................... RCFD 3548 7,872,221 15.b
16. Other borrowed money:
a. With original maturity of one year or less................... RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year................ RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases.......................................................... RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding......... RCFD 2920 501,943 18.
19. Subordinated notes and debentures............................... RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G).......................... RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20).................. RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus................ RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................... RCFD 3838 0 23.
24. Common stock.................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)........ RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves....................... RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................... RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27)............... RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)........................... RCFD 3300 49,325,966 29.
</TABLE>

<TABLE>
<S> <C> <C> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1993................................................................ RCFD 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

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

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.