POGO PRODUCING CO, S-3/A, 1999-05-10

POGO PRODUCING CO
S-3/A, 1999-05-10
CRUDE PETROLEUM & NATURAL GAS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1999.

REGISTRATION NO. 333-75105
REGISTRATION NO. 333-75105-01
REGISTRATION NO. 333-75105-02
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

POGO PRODUCING COMPANY
POGO TRUST I
POGO TRUST II

(Exact name of Registrants as specified in their charters)

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DELAWARE 74-1659398
DELAWARE 76-6147691
DELAWARE 76-6147690
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
GERALD A. MORTON, ESQ.
VICE PRESIDENT--LAW
AND CORPORATE SECRETARY
5 GREENWAY PLAZA, POGO PRODUCING COMPANY
SUITE 2700 5 GREENWAY PLAZA, SUITE 2700
HOUSTON, TEXAS 77046 HOUSTON, TEXAS 77046
(713) 297-5000 (713) 297-5017
(713) 297-4900 (FAX) (713) 297-4970 (FAX)

(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including number,
area code, of Registrants' principal executive including area code, of agent for service)
offices)
</TABLE>

COPY TO:
Stephen A. Massad, Esq.
Baker & Botts, L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
(713) 229-1522 (Fax)
--------------------------

Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

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 being 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, please 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, please 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. / /
--------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.

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EXPLANATORY NOTE

The registration statement contains two forms of prospectuses to be used in
connection with offerings of the following securities:

(1) Common stock, debt securities, consisting of senior debt securities and
subordinated debt securities, and preferred stock of Pogo Producing Company.
Common stock is being registered solely for issuance upon conversion of any
securities sold under this registration statement that are convertible into
common stock.

(2) Preferred securities of Pogo Trust I or Pogo Trust II, junior subordinated
debt securities of Pogo Producing Company and the guarantees by Pogo
Producing Company of preferred securities issued by Pogo Trust I or Pogo
Trust II.
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SUBJECT TO COMPLETION, DATED MAY 10, 1999

PROSPECTUS

$250,000,000
POGO PRODUCING COMPANY

Debt Securities
Preferred Stock
Common Stock

CONSIDER CAREFULLY THE RISK THE OFFERING
FACTORS BEGINNING ON PAGE 3. Pogo Producing Company may offer:
The information in this prospectus - our senior unsecured debt securities,
is not complete and may be subordinated unsecured debt securities, or other
changed. We may not sell these unsecured indebtedness, which may be convertible
securities until the registration into common stock
statement filed with the - shares of our preferred stock, which may be
Securities and Exchange Commis- convertible into common stock
sion is effective. This prospectus The common stock trades on the New York Stock
is not an offer to sell these Exchange and the Pacific Stock Exchange under the
securities and it is not symbol "PPP".
soliciting an offer to buy these
securities in any state where the
offer or sale is not permitted.
We will provide additional terms
of our securities in one or more
supplements to this prospectus.
You should read this prospectus
and the related prospectus
supplement carefully before you
invest in our securities. This
prospectus may not be used to
offer and sell our securities
unless accompanied by a prospectus
supplement.
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 1999
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TABLE OF CONTENTS
PROSPECTUS

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PAGE
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About This Prospectus...................................................................................... 2

Risk Factors............................................................................................... 3

About Pogo Producing Company............................................................................... 5

Where You Can Find More Information........................................................................ 6

Incorporation of Documents by Reference.................................................................... 6

Forward-looking Statements................................................................................. 7

Use of Proceeds............................................................................................ 8

Ratio of Earnings to Fixed Charges......................................................................... 8

Description of Capital Stock............................................................................... 9

Description of Debt Securities............................................................................. 12

Plan of Distribution....................................................................................... 22

Legal Matters.............................................................................................. 23

Experts.................................................................................................... 23
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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed by Pogo Producing
Company with the Securities and Exchange Commission using a "shelf" registration
process that registers debt securities and preferred stock, any of which may be
convertible into our common stock, and each of which may be sold under this
prospectus. It also registers preferred securities of Pogo Trust I and Pogo
Trust II and junior subordinated debt securities and guarantees of Pogo
Producing that may be sold under a separate trust prospectus. Under this shelf
process, we may sell any combination of the securities described in this
prospectus or the related trust prospectus, either separately or in units, in
one or more offerings up to an aggregate initial offering price of $250,000,000.
This prospectus provides you with a general description of the debt and equity
securities that this prospectus covers. Each time we use this prospectus to sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."

The registration statement that contains this prospectus, including the
exhibits to that registration statement, contains additional information about
us and the securities. You can read that registration statement at the SEC's web
site or at the SEC's offices mentioned under the heading "Where You Can Find
More Information."

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RISK FACTORS

YOUR INVESTMENT IN ANY OF THE SECURITIES INVOLVES MANY RISKS. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THOSE IN THE ACCOMPANYING
PROSPECTUS SUPPLEMENT BEFORE DECIDING WHETHER AN INVESTMENT IN THAT SECURITY IS
SUITABLE FOR YOU.

WE ARE ADVERSELY AFFECTED BY LOW OIL AND GAS PRICES

Commencing in 1997, and continuing through early this year, the average
prices we received for our production generally declined. Recently, oil prices
have improved somewhat, but they remain low by historic standards. Our
profitability and cash flow depend greatly on the market prices of crude oil and
natural gas. The drop in oil and gas prices has had a serious adverse effect on
our cash flow and profitability. Sustained periods of continued low prices could
seriously affect our operations and financial condition. This could result in a
further reduction in funds available under our bank credit agreement. Oil and
natural gas market prices have historically been seasonal, cyclical and
volatile. They depend on many factors that we cannot control such as weather and
economic, political and regulatory conditions.

CHEVRON WILL SOON BECOME THE OPERATOR OF OUR THAILAND BLOCK B8/32 CONCESSION,
AND WE NOW SHARE CONTROL OVER DECISION-MAKING WITH CHEVRON

Chevron Corporation recently acquired Rutherford-Moran Oil Corporation, one
of our joint venture partners in Thailand. In connection with the acquisition,
we agreed to transfer operatorship of the Block B8/32 Concession in Thailand to
Chevron on or about September 30, 1999, subject to Thai governmental approval.
In the new joint operating agreement governing the concession both Chevron and
Pogo Producing, based on current ownership interests, must jointly agree on most
major decisions, including capital budgets and drilling decisions. If we and
Chevron are unable to agree on these matters, it could slow the pace of
development of the concession and adversely affect our future results.

OPERATORS OF OUR PROPERTIES OUTSIDE OF THAILAND THAT WE DO NOT OPERATE MAY ACT
IN WAYS THAT ARE NOT IN OUR BEST INTERESTS

We do not operate a significant percentage of our oil and gas properties
outside of Thailand. We have limited influence over operations on some of those
properties. Our limited influence on non-operated properties could result in the
following:

- the operator may initiate exploration or development projects on a slower
schedule than we prefer

- the operator may propose to drill more wells or build more facilities on a
project than we have funds for, which may mean that we cannot participate
in those projects or share in a substantial share of the revenues from
those projects

- if the operator refuses to initiate an exploration or development project
we may not be able to pursue the project

Any of these events could significantly affect our anticipated exploration and
development activities and the economic value of those properties to us.

IF OUR PARTNERS HAVE LIQUIDITY AND CASH FLOW PROBLEMS, WE MAY HAVE DIFFICULTY
FINANCING AND DEVELOPING OUR PROJECTS

Due to the recent decline in oil and gas prices, some of our partners,
particularly the smaller ones, are experiencing liquidity and cash flow
problems. These problems may lead to their attempting to delay or slow down the
pace of drilling or project development to a point that we believe is
detrimental to the project. In most cases, we have the ability to influence the
pace of development through our joint operating agreements. In addition, some
partners may be unwilling or unable to pay their share of the costs of projects
as they become due. At worst, a partner may declare bankruptcy and refuse or be

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unable to pay its share of the costs of a project. We could then be required to
pay that partner's share of the project costs.

WE MAY NOT BE ABLE TO REPLACE OUR RESERVES OR GENERATE CASH FLOW IF WE ARE
UNABLE TO RAISE THE FUNDS NECESSARY TO MEET OUR SUBSTANTIAL CAPITAL
REQUIREMENTS

We require substantial capital to replace our reserves and generate
sufficient cash flow to meet our financial obligations. If we cannot generate
sufficient cash flow from operations or raise funds externally in the amounts
and at the times needed, we may not be able to replace our reserves or meet our
financial obligations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our report on Form 10-K for the year
ended December 31, 1998.

WE MAY NOT BE ABLE TO PROFITABLY MARKET AND SELL ALL OF THE NATURAL GAS PRODUCED
FROM OUR CONCESSION IN THAILAND

We may not be able to successfully and profitably process, transport and
market all the oil and gas we find and produce on our concession in the Gulf of
Thailand. Currently, the only buyer for the natural gas we produce is The
Petroleum Authority of Thailand, which maintains a monopoly over gas
transmission and distribution in Thailand. Although to date, the Petroleum
Authority has purchased all of the natural gas that we are capable of producing,
we cannot assure you that it will continue to do so.

OUR GAS SALES AGREEMENT IN THAILAND REQUIRES US TO SELL A PORTION OF OUR
THAILAND PRODUCTION AT A REDUCED PRICE BECAUSE WE ARE NOT MEETING OUR MINIMUM
DELIVERY REQUIREMENTS

We are currently receiving a reduced price on a portion of our current
production in Thailand because we and our joint venture partners have delivered
less natural gas than the Petroleum Authority has nominated under our gas sales
agreement. If we and our partners fail to deliver the minimum quantities under
the gas sales agreement, the Petroleum Authority has the right to reduce the
purchase price on an equivalent amount of subsequent deliveries to 75% of the
contract price. Since October 1, 1998, we have not been able to meet our
contractual minimum delivery obligations for a number of reasons, including
declining production from existing wells, the need to shut-in existing wells
while drilling or working over additional wells from the same platform and our
decision to emphasize oil and condensate production from the Tantawan Field.
This has resulted in our receiving a lower price for our Thailand natural gas
production than would otherwise be the case. We currently anticipate that this
situation will be resolved when production commences from the Benchamas Field in
the third quarter of 1999, but we can give you no assurance that this will
occur.

The Petroleum Authority has paid to construct lateral pipelines from its
main pipeline to the Tantawan Field and the Benchamas Field and has agreed to
purchase the gas produced from these fields. If we and our joint venture
partners do not deliver the specified quantity of reserves under our gas sales
agreement with the Petroleum Authority, we may have to reimburse the Petroleum
Authority a part of its costs for the construction of these lateral pipelines.

EVENTS IN SOUTHEAST ASIA CAN HURT OUR CASH FLOW

Beginning in 1997, Southeast Asia in general, and the Kingdom of Thailand in
particular, have experienced severe economic difficulties. These problems
include sharply reduced economic activity, illiquidity, highly volatile foreign
currency exchange rates and unstable stock markets. Economic difficulties in
Thailand and the volatility of the Thai Baht, Thailand's currency, against the
U.S. dollar will continue to have a material impact on our Thailand operations
and the prices we receive for our oil and gas production there.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY OUR YEAR 2000 RISKS

We use computer systems, specialized software, embedded processors and
related technologies for revenue-generating activities. Like most other
companies, we are striving to ensure that these

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computer-related systems are able to recognize and process date-sensitive
information properly as the year 2000 approaches. Systems that do not properly
recognize and process this information could generate erroneous data or even
fail. We have not completed our year 2000 assessment, and we cannot assure you
that all our systems and applications will continue without interruption due to
the year 2000 problem. If some of our systems and applications, or those of
third parties of business importance to us, do not comply in a timely manner and
if we are unable to develop adequate contingency plans for our various business
units, the year 2000 issue could have a material adverse effect on our
operations.

MAINTAINING RESERVES AND REVENUES IN THE FUTURE DEPENDS ON SUCCESSFUL
EXPLORATION AND DEVELOPMENT

We must continually acquire or explore for and develop new oil and natural
gas reserves to replace those produced and sold. Our hydrocarbon reserves and
revenues will decline if we are not successful in our drilling, acquisition or
exploration activities. Although we have historically maintained our reserves
base primarily through successful exploration and development operations, we
cannot assure you that our future efforts will be similarly successful.

WE ARE SUBJECT TO CASUALTY RISKS IN OUR ONSHORE AND OFFSHORE ACTIVITIES.

Our operations are subject to inherent casualty risks such as blowouts,
fires, explosions and marine hazards. If they occur, these events could result
in substantial financial losses due to personal injury, property damage,
environmental discharge or suspension of operations. Because we are a relatively
small oil and gas company, the impact on us of one of these events could be
significant. We are not fully insured against all casualty risks incident to our
business.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON OUR RESERVE DATA BECAUSE THEY ARE
ESTIMATES

No one can measure underground accumulations of oil and gas in an exact way.
Projecting future production rates and the timing of development expenditures is
also an uncertain process. Accuracy of reserve estimates depends on the quality
of available data and on economic, engineering and geological interpretation and
judgment. As a result, our reserve estimates often differ from the quantities of
oil and gas we ultimately recover. Estimates of other engineers might differ
materially from those of our independent reserve engineers, Ryder Scott Company
Petroleum Engineers. Ryder Scott may make material changes to reserve estimates
based on changes in oil and gas prices, new technology and the results of actual
drilling, testing, and production. To estimate economically recoverable
reserves, we also make various assumptions regarding future oil and gas prices,
production levels, and operating and development costs that may prove incorrect.
Any significant variance from those assumptions could greatly affect our
estimates of economically recoverable reserves and future net revenues.

ABOUT POGO PRODUCING COMPANY

We are an independent oil and gas exploration and production company, based
in Houston, Texas. Incorporated in 1970, we have, in recent years, established a
record of increasing our proven hydrocarbon reserves, principally through
exploration, exploitation and development of our properties and the selective
acquisition of additional interests in producing properties in which we already
have an interest. Through a portfolio of domestic and international properties,
we concentrate our efforts on a mix of both offshore and onshore opportunities
which provide a balanced exposure to oil and natural gas production. In recent
years, we have concentrated our efforts in selected areas where we believe that
our expertise, competitive acreage position, or ability to quickly take
advantage of new opportunities offer the possibility of relatively high rates of
return. Domestically, we have an extensive Gulf of Mexico reserve and acreage
position and we are also active in the Permian Basin of southeast New Mexico and
west Texas and in other selected areas of Texas and Louisiana. Through our
subsidiary Thaipo Limited, we own an interest in the 734,000 acre Block B8/32
Concession license in the Gulf of Thailand where we currently serve as operator.
Subject to approval by the government of Thailand, Thaipo has agreed to transfer
operatorship of the Thailand concession to a subsidiary of Chevron on or about
September 30, 1999. Through other subsidiaries we also own interests in
approximately 142,000

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gross acres in Canada, 780,000 acres in Hungary and 113,000 gross acres in the
United Kingdom sector of the North Sea.

BUSINESS STRATEGY

Our strategy is to maximize profitability and shareholder value by:

- increasing hydrocarbon production levels, leading to increased revenues,
cash flow and earnings

- replacing and expanding our proven hydrocarbon reserves base

- maintaining appropriate levels of debt and interest, and controlling
overhead and operating costs, and

- expanding exploration and production activities into new and promising
geographic areas consistent with our expertise.

You should consider carefully the information under the caption "Risk
Factors." One or more of those risks could negatively impact our ability to
implement successfully our business strategy described above.

Pogo Producing's principal executive offices are located at the following
address:

Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(713) 297-5017

Additional information concerning us and our subsidiaries is included in our
reports and other documents incorporated by reference in this prospectus. See
"Where you can Find More Information" and "Incorporation of Certain Documents by
Reference."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at HTTP://WWW.SEC.GOV. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities.

INCORPORATION OF DOCUMENTS BY REFERENCE

We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we subsequently file
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below and any filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and prior to the time that we sell all the securities offered by this
prospectus:

- Our Annual Report on Form 10-K for the year ended December 31, 1998;

- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;

- The description of our common stock contained in our registration
statement on Form 8-A, as may be amended from time to time to update that
description;

- The descriptions of our rights associated with our common stock contained
in our registration statement on Form 8-A, as may be amended from time to
time to update that description.

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You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing to or telephoning us at the following address:

Pogo Producing Company
Corporate Secretary
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(713) 297-5017

You should rely only on the information incorporated by reference or in this
prospectus or the applicable prospectus supplement. We have not authorized
anyone else to provide you with different information. We may only use this
prospectus to sell securities if it is accompanied by a prospectus supplement.
We are only offering these securities in states where the offer is permitted.
You should not assume that the information in this prospectus or the applicable
prospectus supplement is accurate as of any date other than the dates on the
front of those documents.

FORWARD-LOOKING STATEMENTS

This prospectus and the accompanying prospectus supplement contain and
incorporate by reference forward-looking statements. We intend the use of any of
the words "anticipate," "estimate," "expect," "may," "project," "believe" and
similar expressions to identify uncertainties. Although we believe the
expectations reflected in those forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and we cannot assure that those
expectations will prove to have been correct. Our actual results could differ
materially from those anticipated in those forward-looking statements. The
following are some of the factors that could cause actual results to differ from
those expressed or implied in the forward-looking statements contained in this
prospectus or the accompanying prospectus supplement:

- the cyclical nature of the oil and natural gas industries

- uncertainties associated with the United States' and worldwide economies

- current and potential governmental regulatory actions in countries where
we own an interest

- substantial competitor production increases resulting in oversupply and
declining prices

- our ability to implement cost reductions

- our ability to raise additional capital or sell assets

- operating interruptions, including leaks, explosions, fires, mechanical
failure, unscheduled downtime, transportation interruptions, and spills
and releases and other environmental risks

- fluctuations in foreign currency exchange rates in areas of the world
where we own an interest, particularly Southeast Asia

- covenant restrictions in our indebtedness

- the impact of the Year 2000 issue

Many of those factors are beyond our ability to control or predict.
Management cautions against putting undue reliance on forward-looking statements
or projecting any future results based on those statements or present or prior
earnings levels.

All subsequent written and oral forward-looking statements attributable to
us and persons acting on our behalf are qualified in their entirety by the
cautionary statements contained in this section and elsewhere in this prospectus
and the accompanying prospectus supplement.

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USE OF PROCEEDS

Unless we inform you otherwise in any prospectus supplement, we anticipate
that any net proceeds from the sale of securities under this prospectus will be
used for general corporate purposes, such as:

- repayments or refinancings of indebtedness

- working capital

- capital expenditures

- acquisitions

- repurchases or redemptions of our equity securities

- investment in short-term securities

RATIO OF EARNINGS TO FIXED CHARGES

Our consolidated ratios of earnings to fixed charges for the periods shown
are as follows:
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<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1994 1995 1996 1997
--------- --------- --------- ---------
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Ratio of earnings to fixed charges............................................ 5.1x 2.1x 4.6x 3.2x

1998
---------
<S> <C>
Ratio of earnings to fixed charges............................................ (1)
</TABLE>

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(1) Earnings are insufficient to cover fixed charges by $80,230,000.

For purposes of this ratio, earnings are defined as income before income
taxes plus fixed charges excluding capitalized interest. Fixed charges consist
of interest expense and the estimated interest component of rent expense.

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DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Pogo Producing's authorized capital stock consists of:

- 100,000,000 shares of common stock, par value $1.00 per share, of which
40,141,061 shares were issued and outstanding as of March 31, 1999

- 2,000,000 shares of preferred stock, par value $1.00 per share, of which
no shares are issued or outstanding

We have summarized selected aspects of Pogo Producing's capital stock below.
The summary is not complete. For a complete description, you should refer to
Pogo Producing's Restated Certificate of Incorporation and Bylaws, which Pogo
Producing has filed with the SEC and which are available upon request.

COMMON STOCK

The holders of common stock are entitled to any dividends declared from time
to time in the discretion of Pogo Producing's board of directors out of funds
legally available for that purpose, subject to any preferential rights of any
outstanding shares of Pogo Producing's preferred stock. Holders of common stock
are entitled to share ratably in Pogo Producing's net assets upon liquidation
after the liquidator pays or provides for all liabilities and any preferential
liquidation rights of any preferred stock then outstanding. The rights of
holders of common stock are subject to the rights of holders of any preferred
stock that may be issued in the future. The holders of common stock have no
preemptive rights to purchase additional shares of Pogo Producing's capital
stock. Shares of common stock are not subject to any redemption or sinking fund
provisions and are not convertible into any other securities. All of Pogo
Producing's outstanding shares of common stock are validly issued, fully paid
and non-assessable.

The holders of shares of common stock are entitled to one vote for each
share held on all matters submitted to a vote of holders of common stock. Pogo
Producing's common stock does not have cumulative voting rights. This means that
the holders of a majority of the shares of common stock outstanding can elect
all the directors standing for election at any given time if they choose to do
so. If that happens, the holders of the remaining shares will not be able to
elect any directors.

PREFERRED STOCK

Pogo Producing's board of directors is empowered, without approval of the
stockholders, to cause shares of preferred stock to be issued in one or more
series, with the number of shares of each series and the rights, preferences and
limitations of each series to be determined by it. Among the specific matters
that may be determined by Pogo Producing's board of directors are:

- the description and number of shares to constitute each series

- the annual dividend rate

- whether the dividends will be cumulative

- the time and price of redemption and the liquidation preference applicable
to the series

- whether the series will be subject to the operation of a "sinking" or
"purchase" fund and, if so, the terms and provisions of that fund

- whether the shares of that series will be convertible into shares of any
other class or classes and the terms and provisions of those conversion
rights

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- any voting powers of the shares of that series

Pogo Producing's board of directors may change the designation, rights,
preferences, descriptions and terms of, and the number of shares in, any series
if no shares have been issued before that time.

The issuance of one or more series of our preferred stock could adversely
affect the voting power of the holders of Pogo Producing's common stock and
could have the effect of discouraging or making more difficult any attempt by a
person or group to obtain control of Pogo Producing.

Pogo Producing's board of directors has reserved for issuance under Pogo
Producing's stockholder rights plan described below a total of 1,000,000 shares
of Pogo Producing's Series A preferred stock. Pogo Producing has not issued any
shares of Series A preferred stock as of the date of this prospectus.

LISTINGS

Pogo Producing's common stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "PPP".

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is Harris Trust
Company of New York, New York.

STOCKHOLDER RIGHTS PLAN

Pogo Producing has a stockholder rights plan under which one preferred share
purchase right is attached to each outstanding share of Pogo Producing's common
stock. Those rights become exercisable under specified circumstances, including
any person or group (an "acquiring person") becoming the beneficial owner of 20%
or more of Pogo Producing's outstanding common stock, subject to specified
exceptions. Each right entitles the registered holder to purchase from Pogo
Producing one one-hundredth of a share of Series A preferred stock at an
exercise price of $80, subject to adjustment under specified circumstances. If
events specified in the stockholder rights plan occur, each holder of rights
other than the acquiring person can exercise their rights. When a holder
exercises a right, the holder will be entitled to receive common stock valued at
twice the exercise price of the right. In some cases, the holder will receive
cash, property or other securities instead of common stock. Pogo Producing may
redeem the rights for $0.01 per right at any time prior to the tenth day after a
person or group becomes an acquiring person. The stockholder rights plan and the
rights expire in April 2004.

DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

As permitted by the Delaware corporations statute, Pogo Producing has
included in its Restated Certificate of Incorporation a provision that, to the
fullest extent permitted by that statute, Pogo Producing's directors will not be
liable for monetary damages for breach of their fiduciary duty of care to Pogo
Producing and its stockholders. The Restated Certificate of Incorporation
provides that directors of a company will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability:

- for any breach of their duty of loyalty to Pogo Producing or its
stockholders

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law

- under Section 174 of the Delaware corporations statute regarding unlawful
payments of dividends or unlawful stock repurchases or redemptions or

- for any transaction from which the director derived an improper personal
benefit

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This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

Pogo Producing's Bylaws also require Pogo Producing to indemnify its
directors, officers, employees or other agents to the fullest extent permitted
by the Delaware corporations statute, and to advance expenses to its officers
and directors as incurred. In addition, Pogo Producing has in place employment
agreements with some of its officers providing coverage that is substantially
identical to the indemnification provisions in the Bylaws.

ANTI-TAKEOVER PROVISIONS

The provisions of Pogo Producing's Restated Certificate of Incorporation
summarized in the succeeding paragraphs may have an anti-takeover effect. Those
provisions may delay, defer or prevent a tender offer or takeover attempt that
stockholders might consider in their best interest, including those attempts
that might result in a premium over the market price for the shares of common
stock held by stockholders.

Before Pogo Producing can take any of the following actions, holders of at
least 80% of Pogo Producing's outstanding shares of common stock must vote in
favor of that action:

- a merger or similar reorganization of Pogo Producing or other specified
transactions involving Pogo Producing if the other party to that
transaction already beneficially owns 5% or more of Pogo Producing's
outstanding common stock and Pogo Producing's board of directors has not
approved the transaction prior to the time at which the other party
becomes a 5% beneficial owner

- an amendment to Pogo Producing's Restated Certificate of Incorporation to
alter or change the provision establishing a "classified" board of
directors, elected approximately one-third annually

- an amendment to the foregoing and other specified provisions of the
Restated Certificate of Incorporation

Pogo Producing's board of directors is divided into three classes having
staggered terms, with approximately one-third of the directors being elected
annually for a term of three years. Pogo Producing's capital stock has
noncumulative voting rights, meaning that the holders of more than 50% of the
voting power of the shares voting for the election of directors can elect 100%
of the directors if they choose to do so. If that happens, the holders of the
remaining less-than-50% of the voting power of the shares voting for the
election of directors will not be able to elect any directors.

Pogo Producing's board of directors may establish by resolution one or more
additional series of preferred stock having the number of shares, designation,
relative voting rights, dividend rates, liquidation and other rights,
preferences and limitations as may be fixed by the board of directors without
any further stockholder approval. Those rights, preferences, privileges and
limitations could impede or discourage attempts to acquire control of Pogo
Producing. See "--Stockholder Rights Plan."

Pogo Producing's Restated Certificate of Incorporation and Bylaws further
provide that:

- stockholders may act only at an annual or special meeting of stockholders
and may not act by written consent

- special meetings of stockholders cannot be called by the stockholders

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elected. Also, at an annual meeting, and subject to any other applicable
requirements, the only business that may be conducted is generally business that
is brought by or at the direction of Pogo Producing's board of directors or by
or at the direction of a stockholder who has given Pogo Producing's Secretary
timely written notice of that stockholder's intention to bring that business
before the meeting. For a notice to be timely, Pogo Producing must receive the
notice at its principal executive offices not less than 80 days nor more than
110 days prior to the meeting. However, if Pogo Producing provides fewer than 90
days' notice or prior public disclosure of the meeting date, then the
stockholder's notice will only be considered timely if Pogo Producing receives
the notice at its principal executive offices not later than the 10th day
following the day on which Pogo Producing mails the notice or makes the public
disclosure about the meeting date. The notice must contain the information
specified in the Bylaws.

Pogo Producing is a Delaware corporation and is subject to Section 203 of
the Delaware corporations statute. In general, Section 203 prevents an
"interested stockholder" from engaging in a merger or other "business
combination", as defined in the statute, with a Delaware corporation for three
years following the date the person became an interested stockholder unless one
of the following circumstances exists:

- before the person became an interested stockholder, the board of directors
of the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination

- upon consummation of the transaction that resulted in the interested
stockholder's becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; however, the 85%
calculation excludes stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with
the rights to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer

- following the transaction in which the person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders
by the affirmative vote of the holders of two-thirds of the outstanding
voting stock of the corporation not owned by the interested stockholder

An "interested stockholder" is defined generally as a person owning 15% or more
of a corporation's outstanding voting stock. Section 203 also provides that
there are some other circumstances in which the restrictions described above do
not apply. The foregoing summary of Section 203 is not complete. For a complete
description, you should refer to Section 203.

DESCRIPTION OF DEBT SECURITIES

The debt securities that Pogo Producing may sell under this prospectus
include unsecured senior debt securities and unsecured subordinated debt
securities. The following description of the debt securities contains some of
the general terms and provisions of the debt securities to which any prospectus
supplement may relate. The particular terms of any of the debt securities and
the extent to which those general provisions may apply will be described in a
prospectus supplement relating to those debt securities.

The debt securities will be Pogo Producing's general unsecured obligations.
The senior debt securities will be issued under a senior indenture between a
trustee under the senior indenture and Pogo Producing, and will rank equally
with all other of Pogo Producing's unsecured and unsubordinated debt.
Subordinated debt securities will be issued under a subordinated indenture
between a trustee under the subordinated indenture and Pogo Producing, and will
rank junior to all of Pogo Producing's senior indebtedness, including any senior
debt securities that may be outstanding from time to time.

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The following summary is not complete. For a complete description, you should
refer to the form of senior indenture and the form of subordinated indenture,
copies of which Pogo Producing has filed with the SEC.

PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES

GENERAL

The senior indenture and subordinated indenture do not limit the amount of
debt securities that Pogo Producing can issue under the indentures. Pogo
Producing may issue debt securities from time to time under the indentures in
one or more series, each in an amount Pogo Producing authorizes prior to
issuance. The indentures do not limit the amount of other unsecured indebtedness
or securities that Pogo Producing may issue.

Unless otherwise indicated in a prospectus supplement, the debt securities
will not benefit from any provision that would afford holders of the debt
securities special protection if a highly leveraged transaction involving Pogo
Producing occurs or that would give holders of the debt securities the right to
require Pogo Producing to repurchase their securities if a decline in the credit
rating of Pogo Producing's debt securities occurs.

The prospectus supplement relating to any series of debt securities Pogo
Producing offers will include specific terms of that offering. Those terms will
include some or all of the following:

- the title of the debt securities

- the total principal amount of the debt securities

- whether Pogo Producing will issue the debt securities in the form of one
or more global securities and whether Pogo Producing will issue any global
securities in temporary or permanent global form, and if so, whether
beneficial owners in any global security may exchange those interests for
physical securities, and the initial depositary for any global securities

- the date or dates on which the principal of and any premium on the debt
securities will be payable, or the method of determining that date or
dates

- any interest rate or rates on the debt securities, or the method of
determining that rate or rates

- whether and under what circumstances any additional amounts on the debt
securities will be payable

- the date or dates from which interest will accrue, interest payment dates
and related record dates

- the person to whom the interest is payable

- the place or places where the principal, any premium and interest payments
and any additional amounts on the debt securities will be payable

- any provisions that would allow or obligate Pogo Producing to redeem,
purchase or repay debt securities

- the denominations in which Pogo Producing will issue the debt securities

- the currency or currencies, if other than U.S. dollars, in which payment
of principal, any premium, interest or additional amounts on debt
securities will be made, the terms of any right to elect the currency of
those payments, and whether payments will be payable by reference to any
index or formula

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- the portion of the principal amount of debt securities that will be
payable if the maturity is accelerated, if other than the entire principal
amount

- any additional means of defeasance of the debt securities, any conditions
or limitations to defeasance of the debt securities or any changes to
those conditions or limitations

- any changes or additions to the events of default or covenants described
in this prospectus

- any other restrictions or provisions relating to the transfer or exchange
of debt securities

- any terms for the conversion or exchange of debt securities for other
securities or property of Pogo Producing or any other entity

- any other terms of the debt securities

Pogo Producing will issue the debt securities in registered form. Pogo
Producing will not impose a service charge for any registration of transfer or
exchange of the debt securities. It may, however, require the payment of any tax
or other governmental charge payable for that registration.

Pogo Producing generates some of its operating income and cash flow by its
subsidiaries. As a result, distributions and advances from Pogo Producing's
subsidiaries provide part of the funds necessary to meet Pogo Producing's debt
service obligations. Contractual and legal restrictions, as well as the
financial condition and operating requirements of Pogo Producing's subsidiaries,
could limit Pogo Producing's ability to obtain cash from its subsidiaries to
meet its debt service obligations, including the payments on debt securities
sold under this prospectus. The claims of creditors of the subsidiaries will
effectively have priority to the assets and earnings of those companies over the
claims of creditors of Pogo Producing, including the holders of debt securities
sold under this prospectus.

Pogo Producing may sell the debt securities at a discount, which may be
substantial, below their stated principal amount. These debt securities may bear
no interest or interest at a rate that at the time of issuance is below market
rates. The prospectus supplement will describe any material United States
federal income tax consequences and other special considerations.

If Pogo Producing sells any of the debt securities for any foreign currency
or currency unit, including a composite currency, or if payments on the debt
securities are payable in any foreign currency or currency unit, Pogo Producing
will describe the restrictions, elections, tax consequences, specific terms and
other information for those debt securities and that foreign currency or
currency unit in the prospectus supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The indenture generally permits a consolidation or merger between Pogo
Producing and another entity. It also permits the sale by Pogo Producing of all
or substantially all of its assets. Pogo Producing has agreed, however, that it
will consolidate with or merge into any entity or transfer or dispose of all or
substantially all of its assets to any entity only if:

- Pogo Producing is the continuing corporation, or

- if Pogo Producing is not the continuing corporation:

- the successor is organized and existing under the laws of any United
States jurisdiction and

- assumes all of Pogo Producing's obligations under the indentures and
the debt securities, and

- in either case, immediately after giving effect to the transaction:

- no event of default has occurred and is continuing, nor has any event
occurred that would become an event of default, after notice or lapse
of time or both, and

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- Pogo Producing delivers to the trustee:

- an officer's certificate stating that the transaction and the
supplemental indenture related to that transaction comply with the
requirements of the indenture and

- an opinion of counsel stating that the requirements described above
relating to the first two bullet points under this caption have
been complied with

EVENTS OF DEFAULT

Unless otherwise provided for any series of debt securities, the following
are events of default under each indenture for the debt securities of that
series issued under the indenture:

(1) failure to pay any interest or any additional amounts on that series
of debt securities for 90 days

(2) failure to pay any principal or premium on that series of debt
securities when due

(3) failure to deposit any sinking fund payment for 90 days

(4) failure to comply with any of Pogo Producing's other covenants or
agreements in, or provisions of, the debt securities of that series or the
applicable indenture, other than an agreement, covenant or provision that is
included in that indenture solely for the benefit of other series of debt
securities, for 90 days after written notice to Pogo Producing by the
trustee or by the holders of at least 25% in principal amount of the
outstanding debt securities affected by the default

(5) bankruptcy, insolvency or reorganization events of Pogo Producing

(6) any other event of default applicable to that series of debt
securities

The trustee may withhold notice to the holders of the debt securities of any
default or event of default, except in payment of principal of, any premium and
interest on and additional amounts or any sinking fund installment for debt
securities of that series, if the trustee considers it in the interest of the
holders of those debt securities to do so.

If an event of default on any outstanding debt securities of any series
occurs and is continuing, other than an event of default under (5) above, the
applicable trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of the series affected by that default, or in the
event of a default under (4) above, 25% in principal amount of the securities
affected, may declare the principal of and accrued interest on all then
outstanding debt securities of that series or of all series affected, as the
case may be, immediately due and payable. If an event of default under (5) above
occurs, then the principal of and accrued and unpaid interest on all outstanding
debt securities will, by the fact alone, be immediately due and payable. Under
specified circumstances, the holders of a majority in principal amount of the
outstanding debt securities of the series affected by the default or all series,
as the case may be, may rescind the acceleration and its consequences.

No holder of a debt security of any series may pursue any remedy under the
indenture unless:

- the holder gives the applicable trustee written notice of a continuing
event of default on that series

- the holders of at least 25% in principal amount of the outstanding debt
securities of that series make a written request to the applicable trustee
to pursue that remedy

- the holder or holders offer to the applicable trustee indemnity reasonably
satisfactory to it

- the trustee has failed to act for a period of 60 days after it receives
the notice and the offer of indemnity and

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- during that 60-day period, the holders of a majority in principal amount
of the debt securities of that series do not give the trustee a direction
inconsistent with the request

That provision, however, does not affect the right of a holder of a debt
security to sue for enforcement of any overdue payment on the debt security.

In most cases, the holders of a majority in principal amount of the
outstanding debt securities of a series or of all series affected, as the case
may be, may direct the time, method and place of:

- conducting any proceeding for any remedy available to the applicable
trustee or

- exercising any trust or power conferred on it not relating to or arising
under an event of default

Each indenture requires Pogo Producing to file annually with the applicable
trustee a written statement as to compliance with the covenants contained in
that indenture.

MODIFICATION AND WAIVER

Pogo Producing and the applicable trustee may modify or amend an indenture
if the holders of a majority in principal amount of the outstanding debt
securities of all series affected by that amendment, acting as one class,
consent to it. Without the consent of the holder of each debt security affected
however, no modification or amendment may:

- reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver

- reduce the rate of or change the time for payment of interest of any debt
security

- reduce the principal of or premium on, or change the stated maturity of
any debt security

- reduce any premium payable on the redemption of any debt security or
change the time at which any debt security may be redeemed

- change any obligation of Pogo Producing to pay additional amounts on any
debt securities

- make any debt security payable in money other than that stated in the debt
security

- impair the right to institute suit for the enforcement of any payment of
principal of, or any premium, interest or additional amounts on any debt
security

- make any change in the percentage of principal amount of debt securities
necessary to waive compliance with specified provisions of that indenture

- waive a continuing default or event of default in the payment of principal
of, or any premium, interest or additional amounts on the debt securities

In addition, in the case of subordinated debt securities, the subordinated
indenture permits no modification or amendment to that indenture regarding the
subordination of any subordinated debt security in a manner adverse to the
holder of that subordinated debt security without the consent of the holder of
each subordinated debt security outstanding affected by that modification or
amendment.

Pogo Producing and the trustee may amend or supplement an indenture, or
waiver any provision of that indenture, without the consent of any holders of
debt securities in specified circumstances, including, among other things:

- to cure any ambiguity, omission, defect or inconsistency

- to provide for the assumption of Pogo Producing's obligations under that
indenture by a successor on the merger, consolidation or disposition of
all or substantially all the assets of Pogo Producing

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- to provide for uncertificated debt securities in addition to or in place
of certificated debt securities, or to provide for the issuance of bearer
debt securities, with or without coupons

- to secure any series of debt securities or to add guarantees of any series
of debt securities

- to comply with any requirement in order to effect or maintain the
qualification of the indenture under the Trust Indenture Act of 1939 or

- to make any change that does not adversely affect the rights of any holder
of outstanding debt securities of any series in any material respect

Holders of a majority in principal amount of the then outstanding debt
securities of any series or of all series, acting as one class, may waive any
existing or past default or event of default with respect to that series or all
series, as the case may be, except:

- in the payment of the principal of, or any premium, interest or any
additional amounts on any debt securities or

- in respect of those items described above that cannot be amended or
supplemented without the consent of each holder affected

DEFEASANCE

Pogo Producing may, at its option, elect:

- to have all of its obligations on the debt securities discharged, except
for specified obligations to register the transfer or exchange of debt
securities, replace stolen, lost or mutilated debt securities or maintain
paying agencies and hold moneys for payment in trust ("legal defeasance")
or

- to have its obligations terminated relating to specified restrictive
covenants of the indenture ("covenant defeasance")

If a covenant defeasance occurs, specified events of default will no longer
constitute events of default for any debt securities. A defeasance will be
effective only if Pogo Producing deposits with the trustee funds or U.S.
government securities sufficient to pay all the principal of, and any premium on
and interest on those debt securities on the dates those payments are due in
accordance with the terms of the debt securities on their stated maturity or any
redemption date.

Pogo Producing is required to deliver to the trustee an opinion of counsel
to the effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for federal
income tax purposes.

GOVERNING LAW

New York law will govern each indenture and the debt securities.

TRUSTEES

Each indenture contains limitations on the right of the applicable trustee,
should it become a creditor of Pogo Producing, to obtain payment of claims in
specified cases, or to realize on specified property it receives for any of
those claims. If a trustee acquires any conflicting interest, it must eliminate
that conflict or resign. Pogo Producing anticipates that it would designate
State Street Bank and Trust Company to act as trustee under the indentures.

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FORM, EXCHANGE, REGISTRATION AND TRANSFER

The indentures prescribe the method for exchanging debt securities of any
series for other debt securities of the same series and of a like aggregate
principal amount and tenor of different authorized denominations. Holders may
present debt securities for registration of transfer, with the form of transfer
endorsed on those securities duly executed, at the office of the security
registrar or at the office of any transfer agent designated by Pogo Producing
for that purpose. Pogo Producing will not impose a service charge for that
registration but will require payment of any taxes and other governmental
charges as described in the applicable indenture. That transfer or exchange will
be effected when the security registrar or transfer agent is satisfied with the
documents of title and identity of the person making the request.

Pogo Producing anticipates that it will appoint the trustee under each
indenture as security registrar for debt securities issued under that indenture.
If a prospectus supplement refers to any transfer agent, in addition to the
security registrar, designated by Pogo Producing for any series of debt
securities, Pogo Producing may at any time rescind the designation of that
transfer agent or approve a change in the location through which that transfer
agent acts. Pogo Producing is required to maintain an office or agency, which
may be the office of the trustee, the security registrar or the paying agent, in
each place of payment for that series. Pogo Producing may at any time designate
additional transfer agents for any series of debt securities.

If Pogo Producing makes a partial redemption, it is not required to:

- register the transfer or exchange of any debt security of any series
during a period beginning 15 business days prior to the mailing of the
relevant notice of redemption and ending on the close of business on the
day of mailing of that notice or

- register the transfer or exchange of any debt security called for
redemption in whole or in part, except the unredeemed portion of any debt
security being redeemed in part

PAYMENT AND PAYING AGENTS

Unless the prospectus supplement informs you otherwise, Pogo Producing will
pay the principal, any premium and interest on and any additional amounts on
debt securities in dollars at the office of the applicable trustee. However, at
Pogo Producing's option, it may pay those amounts by check mailed to the
holder's registered address or, for global debt securities, by wire transfer.
Unless the prospectus supplement informs you otherwise, Pogo Producing will pay
any installment of interest, except defaulted interest, on debt securities to
the person in whose name that debt security is registered at the close of
business on the record date next preceding the interest payment date for that
interest.

Unless the prospectus supplement informs you otherwise, Pogo Producing will
designate the Trustee as a paying agent for Pogo Producing for payments on debt
securities issued under the applicable indenture. Pogo Producing may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts.

Subject to the requirements of any applicable abandoned property laws, each
trustee and paying agent will pay to Pogo Producing upon written request any
money held by them for the payment of principal, any premium, interest or any
additional amounts that remain unclaimed for two years after the date upon which
that payment has become due. After payment to Pogo Producing, holders entitled
to the money must look to Pogo Producing for payment as general creditors unless
an applicable abandoned property law designates another person, and all
liability of the trustee or paying agent with respect to that money will cease.

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BOOK-ENTRY DEBT SECURITIES

Pogo Producing may issue the debt securities of a series, in whole or in
part, in the form of one or more global debt securities that it would deposit
with a depositary or its nominee identified in the prospectus supplement. Pogo
Producing may issue global debt securities in either temporary or permanent
form. The applicable prospectus supplement will describe the specific terms of
any depositary arrangement for any portion of a series of debt securities and
the rights of, and limitations on, owners of beneficial interests in any global
debt security representing all or a portion of a series of debt securities.

DEFINITION

Unless otherwise provided with respect to the debt securities of a series
and described in the related prospectus supplement, indebtedness of any person
means, without duplication:

- indebtedness for borrowed money

- obligations evidenced by bonds, debentures, notes or other similar
instruments

- obligations under letters of credit or other similar instruments, or
reimbursement obligations on those instruments, other than standby letters
of credit, performance bonds and other obligations issued by or for the
account of that person in the ordinary course of business, to the extent
not drawn or, to the extent drawn, if that drawing is reimbursed not later
than the third business day following demand for reimbursement

- obligations of that person to pay the deferred and unpaid purchase price
of property or services, except trade payables and accrued expenses
incurred in the ordinary course of business

- obligations as lessee under capitalized leases

- indebtedness of others secured by a lien on any asset of that person,
PROVIDED that if the obligations so secured have not been assumed in full
by that person or are not otherwise that person's legal liability in full,
then those obligations will be deemed to be in an amount equal to the
greater of:

- the lesser of:

- the full amount of those obligations and

- the fair market value of those assets, as determined in good faith
by the board of directors of that person, and

- the amount of obligations that person has assumed or which are
otherwise that person's legal liability, and

- all indebtedness of others, other than endorsements in the ordinary course
of business, guaranteed by that person to the extent of the guarantee

PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES

The payment of principal of, any premium and interest on and any additional
amounts on the subordinated debt securities is expressly subordinated, to the
extent and in the manner the subordinated indenture specifies, to the prior
payment in full of all of Pogo Producing's senior indebtedness.

Pogo Producing may not make a payment on account of the principal, any
premium or interest or any additional amounts on the subordinated debt
securities, or acquire any of the subordinated debt securities, including
repurchases of subordinated debt securities at the option of the holder of those

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securities, for cash or property, other than specified junior securities of Pogo
Producing, or on account of the redemption provisions of the subordinated debt
securities, if:

(1) Pogo Producing defaults in the payment of any principal of, any premium
or interest on any senior indebtedness when it becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration
or otherwise, unless and until that event of default has been cured or
waived or otherwise ceases to exist; or

(2) any other event of default occurs on any designated senior indebtedness
permitting the holders of that designated senior indebtedness to declare
that designated senior indebtedness due and payable prior to the date on
which it would otherwise have become due and payable, upon written
payment notice to Pogo Producing and the trustee for the subordinated
indenture by any holders of that designated senior indebtedness or by a
representative of those holders, unless and until that event of default
has been cured or waived or otherwise ceases to exist

However, the restrictions on those payments under clause (2) above will not
prevent those payments for more than 179 days after the trustee for the
subordinated indenture receives any applicable payment notice unless the
designated senior indebtedness for which the event of default exists has been
declared due and payable in its entirety, in which case no payment may by made
until the acceleration has been rescinded or annulled or that designated senior
indebtedness has been paid in full.

In the case of (2) above, no event of default that existed or was continuing
on the date of any payment notice, whether or not that event of default is on
the same issue of designated senior indebtedness, will be the basis for a second
payment notice, and only one of those payment notices may be given in any
365-day period.

If, notwithstanding the preceding limitations, the trustee for the
subordinated indenture or the holders of subordinated debt securities receives
any payment or distribution of assets, other than specified junior securities of
Pogo Producing, at a time when the preceding limitations prohibit that payment
or distribution, then, unless the preceding limitations no longer prohibit that
payment or distribution, the trustee or those holders or the paying agent, as
the case may be, will receive and hold in trust that payment or distribution for
the benefit of the holders of Pogo Producing's senior indebtedness. The
recipients of that payment or distribution will then pay or deliver that payment
or distribution to the holders of Pogo Producing's senior indebtedness that
remains unpaid or unprovided for. The payment or delivery described in the
immediately preceding sentence will be made ratably according to the aggregate
amounts remaining unpaid on account of Pogo Producing's senior indebtedness held
or represented by each holder of that senior indebtedness, for application to
the payment of all senior indebtedness in full after giving effect to any
concurrent payment or distribution to or for the holders of that senior
indebtedness.

Upon any distribution of assets of Pogo Producing or upon any dissolution,
winding up, total or partial liquidation or reorganization of Pogo Producing in
bankruptcy, insolvency, receivership or a similar proceeding or upon assignment
for the benefit of creditors:

- the holders of all senior indebtedness of Pogo Producing will first be
entitled to receive payment in full before the holders of subordinated
debt securities are entitled to receive any payment on account of the
principal of, any premium and interest on or any additional amounts on the
subordinated debt securities, other than specified junior securities of
Pogo Producing, and

- the liquidating trustee or agent or other applicable person will pay
directly to the holders of Pogo Producing's senior indebtedness or their
representative, ratably according to the respective amounts of senior
indebtedness held by each, to the extent necessary to pay in full all of
that senior indebtedness remaining unpaid after giving effect to any
concurrent payment or distributions to the holders of that senior
indebtedness, any of Pogo Producing's assets, other

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than specified junior securities of Pogo Producing, to which the holders
of subordinated debt securities or the trustee on behalf of those holders
would be entitled but for the subordination provisions of the subordinated
indenture

No provision contained in the subordinated indenture or the subordinated
debt securities affects the obligation of Pogo Producing, which is absolute and
unconditional, to pay, when due, principal of, any premium and interest on and
any additional amounts on the subordinated debt securities. The subordination
provisions of the subordinated indenture and the subordinated debt securities do
not prevent the occurrence of any default or event of default under the
subordinated indenture or limit the rights of the trustee or any holder of
subordinated debt securities, subject to the two preceding paragraphs, to pursue
any other rights or remedies under the subordinated debt securities.

As a result of these subordination provisions, if a liquidation, bankruptcy,
reorganization, insolvency, receivership or similar proceeding or an assignment
for the benefit of the creditors of Pogo Producing or any of its subsidiaries or
a marshaling of assets or liabilities of Pogo Producing and its subsidiaries
occurs, holders of subordinated debt securities may receive ratably less than
other creditors.

The term senior indebtedness of Pogo Producing, unless otherwise provided
for the subordinated debt securities of a series and described in the prospectus
supplement relating to that series, means:

- all indebtedness of Pogo Producing, unless, by the terms of the instrument
creating or evidencing that indebtedness, it is provided that the
indebtedness is not superior in right of payment to the subordinated debt
securities or to other indebtedness which ranks equally with or
subordinated to the subordinated debt securities and

- any modifications, refunding, deferrals, renewals or extensions of any of
that indebtedness or securities, notes or other evidences of indebtedness
issued in exchange for that indebtedness; provided that in no event will
senior indebtedness include:

- indebtedness of Pogo Producing owed or owing to any of its subsidiaries
or any officer, director or employee of Pogo Producing or any of its
subsidiaries

- indebtedness to trade creditors or

- any liability for taxes owed or owing by Pogo Producing

The term designated senior indebtedness, unless otherwise provided for the
subordinated debt securities of a series and described in the prospectus
supplement relating to that series, means any senior indebtedness of Pogo
Producing that:

- in the instrument evidencing that senior indebtedness or the assumption or
guarantee of that senior indebtedness, or related documents to which Pogo
Producing is a party, is expressly designated as designated senior
indebtedness for purposes of the subordinated indenture and

- satisfies the other conditions provided with respect to the subordinated
debt securities of that series

The instrument or documents may, however, place limitations and conditions on
the rights of the holders of that senior indebtedness to exercise the rights of
designated senior indebtedness.

If Pogo Producing issues subordinated debt securities under the subordinated
indenture, the related prospectus supplement will disclose the aggregate
principal amount of senior indebtedness outstanding as of a recent date. The
subordinated indenture does not restrict the amount of senior indebtedness that
Pogo Producing may incur.

21
<PAGE>
PLAN OF DISTRIBUTION

Pogo Producing may sell the securities under this prospectus in any of the
following three ways, or in any combination of those ways:

- through underwriters or dealers

- directly to a limited number of purchasers or to a single purchaser or

- through agents

The prospectus supplement for any securities will set forth the terms of the
offering of those securities, including:

- the name or names of any underwriters, dealers or agents and the
respective amounts of the securities underwritten or purchased by each of
them

- the initial public offering price of those securities and the proceeds to
Pogo Producing from that sale

- any discounts, commissions or other items constituting compensation from
Pogo Producing and any discounts, commissions or concessions allowed or
reallowed or paid to dealers and

- any securities exchanges on which those securities may be listed

Pogo Producing may change from time to time the offering price and any discounts
or concessions allowed or reallowed or paid to dealers.

If Pogo Producing uses underwriters to sell any of the securities, the
underwriters will acquire those securities for their own account and may resell
those securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
the underwriters determine at the time of sale. The underwriters may sell those
securities to the public directly or through underwriting syndicates that
managing underwriters represent. Unless the prospectus supplement informs you
otherwise, the obligations of the underwriters to purchase those securities will
be subject to conditions precedent. If the underwriters purchase any of the
securities, they will be obligated to purchase all of them.

Pogo Producing may sell the securities directly or through agents it
designates from time to time. The related prospectus supplement will name any
agent involved in the offer or sale of securities under this prospectus and will
disclose any commissions Pogo Producing will pay to those agents. Unless the
prospectus supplement informs you otherwise, those agents will be acting on a
best efforts basis for the period of their appointment.

If so indicated in the prospectus supplement, Pogo Producing will authorize
underwriters, dealers or agents to solicit offers by specified purchasers to
purchase the securities from Pogo Producing at the public offering price stated
in the prospectus supplement under delayed delivery contracts providing for
payment and delivery on a future date. Those contracts will be subject only to
the conditions the prospectus supplement specifies. The prospectus supplement
will disclose the commission Pogo Producing will pay for solicitation of those
contracts.

Agents and underwriters may be entitled under agreements they enter into
with Pogo Producing to indemnification by Pogo Producing against specified civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution for payment that others may require the agents or underwriters to
make in respect of those liabilities. Agents and underwriters may be customers
of, engage in transactions with, or perform services for Pogo Producing or any
of its affiliates in the ordinary course of business.

22
<PAGE>
Some persons participating in the offering of the securities may engage in
transactions that stabilize, maintain or otherwise affect the price of those
securities. In connection with the offering, the underwriters or agents, as the
case may be, may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
offering. Stabilizing transactions consist of bids or purchases for the purpose
or preventing or retarding a decline in the market price of the securities.
Syndicate short positions involve the sale by the underwriters or agents, as the
case may be, of a greater number of securities than they are required to
purchase from Pogo Producing in the offering. The underwriters may also impose a
penalty bid, whereby the syndicate may reclaim selling concessions allowed to
syndicate members or other broker-dealers for the securities sold for their
account if the syndicate repurchases those securities in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the securities, which may be higher than the price that might
otherwise prevail in the open market. Any person that commences these activities
may discontinue them at any time. Those persons may effect those transactions on
the New York Stock Exchange, on the Pacific Stock Exchange, in the
over-the-counter market or otherwise. For a description of these activities, see
"Plan of Distribution" or "Underwriting" in the relevant prospectus supplement.

Unless the prospectus supplement informs you otherwise, we do not intend to
list any of the securities on a national securities exchange. Pogo Producing can
give no assurance that there will be a market for the securities.

LEGAL MATTERS

Gerald A. Morton, Vice President--Law and Corporate Secretary of Pogo
Producing, will pass upon various legal matters in connection with the
securities offered by this prospectus. Mr. Morton owns approximately 3,485
shares of common stock directly and through Pogo Producing's tax advantaged
savings plan and options to purchase an aggregate of 29,000 shares of common
stock, which are or become exercisable in periodic installments through August
1, 2001.

EXPERTS

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

Ryder Scott Petroleum Engineers prepared the estimates of oil and gas
reserves and discounted present values of estimated future net revenues
incorporated by reference in this prospectus and elsewhere in this registration
statement, and Pogo Producing included those items in this prospectus in
reliance upon the authority of that firm as experts with respect to those
matters.

23
<PAGE>

SUBJECT TO COMPLETION, DATED MAY 10, 1999

PROSPECTUS

$250,000,000

POGO PRODUCING COMPANY

Junior Subordinated Debt Securities
Common Stock

POGO TRUST I
POGO TRUST II

Trust Preferred Securities fully and unconditionally guaranteed, as described in
this prospectus, by

POGO PRODUCING COMPANY

CONSIDER CAREFULLY THE THE TRUSTS
RISK FACTORS BEGINNING ON Pogo Trust I and Pogo Trust II are subsidiaries of Pogo Producing
PAGE 6. Company. They exist for the purpose of issuing trust preferred
The information in this securities.
prospectus is not complete THE OFFERING
and may be changed. We may JUNIOR SUBORDINATED DEBT SECURITIES
not sell these securities Pogo Producing may offer junior subordinated debt securities to the
until the registration trusts. These debt securities will be unsecured and subordinate and
statement filed with the junior in right of payment to Pogo Producing's senior debt. Pogo
Securities and Exchange Producing may issue and sell these junior subordinated debt securities
Commission is effective. to the trusts in connection with the trusts' investment of proceeds
This prospectus is not an from the sale of their preferred securities and common securities. A
offer to sell these trust may distribute these debt securities to holders of the trusts'
securities and it is not trust preferred securities on that trust's dissolution. The debt
soliciting an offer to buy securities may be convertible into common stock of Pogo Producing.
these securities in any TRUST PREFERRED SECURITIES
state where the offer or The trusts may offer preferred securities representing undivided
sale is not permitted. beneficial interests in the assets of the issuing trust. The trusts
We will provide additional will use the proceeds from the sale of their preferred securities to
terms of our securities in purchase junior subordinated debt securities of Pogo Producing.
one or more supplements to GUARANTEE
this prospectus. You Pogo Producing will guarantee the trusts' payment obligations on the
should read this preferred securities as described in this prospectus and the prospectus
prospectus and the related supplement.
prospectus supplement
carefully before you
invest in our securities.
This prospectus may not be
used to offer and sell our
securities unless
accompanied by a
prospectus supplement.
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is , 1999
<PAGE>
TABLE OF CONTENTS
PROSPECTUS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
About This Prospectus...................................................................................... 2

Risk Factors............................................................................................... 3

About Pogo Producing Company............................................................................... 6

Where You Can Find More Information........................................................................ 7

Incorporation of Documents by Reference.................................................................... 7

Forward-Looking Statements................................................................................. 8

Use of Proceeds............................................................................................ 9

Ratio of Earnings to Fixed Charges......................................................................... 9

Description of Capital Stock............................................................................... 9

The Trusts................................................................................................. 13

Description of the Preferred Securities.................................................................... 13

Description of the Guarantees.............................................................................. 14

Description of the Junior Subordinated Debt Securities..................................................... 18

Plan of Distribution....................................................................................... 24

Legal Matters.............................................................................................. 25

Experts.................................................................................................... 26
</TABLE>

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

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed by Pogo Producing
Company with the Securities and Exchange Commission using a "shelf" registration
process that registers preferred securities of Pogo Trust I and Pogo Trust II
and junior subordinated debt securities and preferred securities guarantees of
Pogo Producing, each of which may be sold under this prospectus. It also
registers debt securities and preferred stock of Pogo Producing, any of which
may be convertible into our common stock, and each of which may be sold under a
separate prospectus. Under this shelf process, we may sell any combination of
the securities described in this prospectus or the related prospectus, either
separately or in units, in one or more offerings up to an aggregate initial
offering price of $250,000,000. This prospectus provides you with a general
description of the preferred securities, junior subordinated debt securities and
preferred securities guaranties. Each time we use this prospectus to sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."

2
<PAGE>
We have not included separate financial statements of the trusts in this
prospectus. We do not believe that those financial statements would be material
to holders of the trusts' preferred securities because:

- each trust is a newly created special purpose entity

- neither trust has any operating history or independent operations

- neither trust is engaged in nor does it propose to engage in any activity
other than holding Pogo Producing's junior subordinated debt securities,
issuing its preferred and common securities and engaging in related
activities

Furthermore, Pogo Producing's obligations under the junior subordinated debt
securities, the associated indenture, the declarations of trust and the
guarantees provide a full, irrevocable and unconditional guarantee of payments
of distributions and other amounts due on the preferred securities. In addition,
we do not expect that the trusts will file reports with the SEC under the
Securities Exchange Act of 1934.

RISK FACTORS

WE ARE ADVERSELY AFFECTED BY LOW OIL AND GAS PRICES

CHEVRON WILL SOON BECOME THE OPERATOR OF OUR THAILAND BLOCK B8/32 CONCESSION,
AND WE NOW SHARE CONTROL OVER DECISION-MAKING WITH CHEVRON

3
<PAGE>
OPERATORS OF OUR PROPERTIES OUTSIDE OF THAILAND THAT WE DO NOT OPERATE MAY ACT
IN WAYS THAT ARE NOT IN OUR BEST INTERESTS

- the operator may initiate exploration or development projects on a slower
schedule than we prefer

- if the operator refuses to initiate an exploration or development project
we may not be able to pursue the project

Any of these events could significantly affect our anticipated exploration and
development activities and the economic value of those properties to us.

IF OUR PARTNERS HAVE LIQUIDITY AND CASH FLOW PROBLEMS, WE MAY HAVE DIFFICULTY
FINANCING AND DEVELOPING OUR PROJECTS

WE MAY NOT BE ABLE TO REPLACE OUR RESERVES OR GENERATE CASH FLOW IF WE ARE
UNABLE TO RAISE THE FUNDS NECESSARY TO MEET OUR SUBSTANTIAL CAPITAL
REQUIREMENTS

WE MAY NOT BE ABLE TO PROFITABLY MARKET AND SELL ALL OF THE NATURAL GAS PRODUCED
FROM OUR CONCESSION IN THAILAND

OUR GAS SALES AGREEMENT IN THAILAND REQUIRES US TO SELL A PORTION OF OUR
THAILAND PRODUCTION AT A REDUCED PRICE BECAUSE WE ARE NOT MEETING OUR MINIMUM
DELIVERY REQUIREMENTS

We are currently receiving a reduced price on a portion of our current
production in Thailand because we and our joint venture partners have delivered
less natural gas than the Petroleum Authority

4
<PAGE>
has nominated under our gas sales agreement. If we and our partners fail to
deliver the minimum quantities under the gas sales agreement, the Petroleum
Authority has the right to reduce the purchase price on an equivalent amount of
subsequent deliveries to 75% of the contract price. Since October 1, 1998, we
have not been able to meet our contractual minimum delivery obligations for a
number of reasons, including declining production from existing wells, the need
to shut-in existing wells while drilling or working over additional wells from
the same platform and our decision to emphasize oil and condensate production
from the Tantawan Field. This has resulted in our receiving a lower price for
our Thailand natural gas production than would otherwise be the case. We
currently anticipate that this situation will be resolved when production
commences from the Benchamas Field in the third quarter of 1999, but we can give
you no assurance that this will occur.

EVENTS IN SOUTHEAST ASIA CAN HURT OUR CASH FLOW

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY OUR YEAR 2000 RISKS

We use computer systems, specialized software, embedded processors and
related technologies for revenue-generating activities. Like most other
companies, we are striving to ensure that these computer-related systems are
able to recognize and process date-sensitive information properly as the year
2000 approaches. Systems that do not properly recognize and process this
information could generate erroneous data or even fail. We have not completed
our year 2000 assessment, and we cannot assure you that all our systems and
applications will continue without interruption due to the year 2000 problem. If
some of our systems and applications, or those of third parties of business
importance to us, do not comply in a timely manner and if we are unable to
develop adequate contingency plans for our various business units, the year 2000
issue could have a material adverse effect on our operations.

MAINTAINING RESERVES AND REVENUES IN THE FUTURE DEPENDS ON SUCCESSFUL
EXPLORATION AND DEVELOPMENT

WE ARE SUBJECT TO CASUALTY RISKS IN OUR ONSHORE AND OFFSHORE ACTIVITIES.

5
<PAGE>
YOU SHOULD NOT PLACE UNDUE RELIANCE ON OUR RESERVE DATA BECAUSE THEY ARE
ESTIMATES

ABOUT POGO PRODUCING COMPANY

BUSINESS STRATEGY

Our strategy is to maximize profitability and shareholder value by:

- increasing hydrocarbon production levels, leading to increased revenues,
cash flow and earnings

- replacing and expanding our proven hydrocarbon reserves base

- maintaining appropriate levels of debt and interest, and controlling
overhead and operating costs, and

- expanding exploration and production activities into new and promising
geographic areas consistent with our expertise.

6
<PAGE>
Pogo Producing's principal executive offices are located at the following
address:

Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(713) 297-5017

WHERE YOU CAN FIND MORE INFORMATION

INCORPORATION OF DOCUMENTS BY REFERENCE

- Our Annual Report on Form 10-K for the year ended December 31, 1998;

- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;

- The description of our common stock contained in our registration
statement on Form 8-A, as may be amended from time to time to update that
description;

- The descriptions of our rights associated with our common stock contained
in our registration statement on Form 8-A, as may be amended from time to
time to update that description.

You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing to or telephoning us at the following address:

Pogo Producing Company
Corporate Secretary
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(713) 297-5017

7
<PAGE>
assume that the information in this prospectus or the applicable prospectus
supplement is accurate as of any date other than the dates on the front of those
documents.

FORWARD-LOOKING STATEMENTS

- the cyclical nature of the oil and natural gas industries

- uncertainties associated with the United States' and worldwide economies

- current and potential governmental regulatory actions in countries where
we own an interest

- substantial competitor production increases resulting in oversupply and
declining prices

- our ability to implement cost reductions

- our ability to raise additional capital or sell assets

- operating interruptions, including leaks, explosions, fires, mechanical
failure, unscheduled downtime, transportation interruptions, and spills
and releases and other environmental risks

- fluctuations in foreign currency exchange rates in areas of the world
where we own an interest, particularly Southeast Asia

- covenant restrictions in our indebtedness

- the impact of the Year 2000 issue

8
<PAGE>
USE OF PROCEEDS

- repayments or refinancings of indebtedness

- working capital

- capital expenditures

- acquisitions

- repurchases or redemptions of our equity securities

- investment in short-term securities

Each trust will use all proceeds it receives from the sale of its securities
to purchase junior subordinated debt securities from Pogo Producing.

RATIO OF EARNINGS TO FIXED CHARGES

Pogo Producing's consolidated ratios of earnings to fixed charges for the
periods shown are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1994 1995 1996 1997 1998
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges....................................... 5.1x 2.1x 4.6x 3.2x (1)
</TABLE>

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

(1) Earnings are insufficient to cover fixed charges by $80,230,000.

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Pogo Producing's authorized capital stock consists of:

- 100,000,000 shares of common stock, par value $1.00 per share, of which
40,141,061 shares were issued and outstanding as of March 31, 1999

- 2,000,000 shares of preferred stock, par value $1.00 per share, of which
no shares are issued or outstanding

COMMON STOCK

9
<PAGE>

PREFERRED STOCK

- the description and number of shares to constitute each series

- the annual dividend rate

- whether the dividends will be cumulative

- the time and price of redemption and the liquidation preference applicable
to the series

- whether the series will be subject to the operation of a "sinking" or
"purchase" fund and, if so, the terms and provisions of that fund

- whether the shares of that series will be convertible into shares of any
other class or classes and the terms and provisions of those conversion
rights

- any voting powers of the shares of that series

Pogo Producing's board of directors may change the designation, rights,
preferences, descriptions and terms of, and the number of shares in, any series
if no shares have been issued before that time.

LISTINGS

Pogo Producing's common stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "PPP".

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is Harris Trust
Company of New York, New York.

STOCKHOLDER RIGHTS PLAN

10
<PAGE>

DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

- for any breach of their duty of loyalty to Pogo Producing or its
stockholders

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law

- under Section 174 of the Delaware corporations statute regarding unlawful
payments of dividends or unlawful stock repurchases or redemptions or

- for any transaction from which the director derived an improper personal
benefit

This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

ANTI-TAKEOVER PROVISIONS

Before Pogo Producing can take any of the following actions, holders of at
least 80% of Pogo Producing's outstanding shares of common stock must vote in
favor of that action:

- an amendment to Pogo Producing's Restated Certificate of Incorporation to
alter or change the provision establishing a "classified" board of
directors, elected approximately one-third annually

- an amendment to the foregoing and other specified provisions of the
Restated Certificate of Incorporation

11
<PAGE>

Pogo Producing's Restated Certificate of Incorporation and Bylaws further
provide that:

- stockholders may act only at an annual or special meeting of stockholders
and may not act by written consent

- special meetings of stockholders cannot be called by the stockholders

Pogo Producing's Bylaws establish advance notice procedures for the
nomination, other than by or at the direction of the board of directors or a
committee of the board, of candidates for election as directors and for matters
to be brought before an annual meeting of Pogo Producing's stockholders. These
procedures require a stockholder to give timely notice of any nomination for the
election of a director in writing to Pogo Producing's Secretary prior to the
meeting at which directors are to be elected. Also, at an annual meeting, and
subject to any other applicable requirements, the only business that may be
conducted is generally business that is brought by or at the direction of Pogo
Producing's board of directors or by or at the direction of a stockholder who
has given Pogo Producing's Secretary timely written notice of that stockholder's
intention to bring that business before the meeting. For a notice to be timely,
Pogo Producing must receive the notice at its principal executive offices not
less than 80 days nor more than 110 days prior to the meeting. However, if Pogo
Producing provides fewer than 90 days' notice or prior public disclosure of the
meeting date, then the stockholder's notice will only be considered timely if
Pogo Producing receives the notice at its principal executive offices not later
than the 10th day following the day on which Pogo Producing mails the notice or
makes the public disclosure about the meeting date. The notice must contain the
information specified in the Bylaws.

12
<PAGE>
THE TRUSTS

GENERAL

Each of Pogo Trust I and Pogo Trust II is a Delaware business trust. The
principal office of each trust is c/o Pogo Producing Company, 5 Greenway Plaza,
Suite 2700, Houston, Texas 77046, and the telephone number is (713) 297-5000.

Pogo Producing will own all the common securities of each trust. Each trust
will use the proceeds from the sale of the preferred securities and the common
securities to purchase a series of Pogo Producing's junior subordinated debt
securities. The trusts exist only to issue the preferred and common securities,
invest in and hold Pogo Producing's junior subordinated debt securities and
engage in related activities.

There are five trustees of each trust. Three of them, referred to as regular
trustees, will be officers of Pogo Producing. Wilmington Trust Company will
serve as the other two trustees, acting as the property trustee and as the
Delaware trustee.

The prospectus supplement will provide you with additional information about
the issuing trust and its trustees.

PREFERRED SECURITIES

Each preferred security represents an undivided beneficial interest in the
assets of the trust. Each preferred security will entitle the holder to receive
cash distributions as described in this prospectus and in the prospectus
supplement.

The prospectus supplement will provide you with additional information about
the preferred securities.

DESCRIPTION OF THE PREFERRED SECURITIES

Each trust may issue only one series of preferred securities. Pogo Producing
will describe the terms of that series in the prospectus supplement. The terms
of the preferred securities will include those stated in the amended and
restated declaration of trust and those made a part of that declaration by the
Trust Indenture Act of 1939. For a complete description of the preferred
securities, Pogo Producing encourages you to read the prospectus supplement and
the amended and restated declaration of trust, a form of which Pogo Producing
has filed with the SEC. Please read "Where You Can Find More Information."

Pogo Producing will guarantee the preferred securities to the extent
described under "Description of the Preferred Securities Guarantees." The
prospectus supplement relating to preferred securities being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:

- the designation of the preferred securities

- the number of preferred securities issued by the trust

- the annual distribution rate, the distribution payment dates and the
record dates for distribution payments

- whether distributions will be cumulative and, if so, the dates from which
distributions will be cumulative

- the amounts that will be paid out of the assets of the trust to the
holders of preferred securities upon dissolution, winding-up or
termination of the trust

13
<PAGE>
- any repurchase or redemption provisions

- any voting rights of the preferred securities in addition to those
required by law

- terms for any conversion or exchange of the preferred securities into
other securities

- any rights to defer distributions on the preferred securities by extending
the interest payment period on the junior subordinated debt securities

- any other relevant terms, rights, preferences, privileges, limitations or
restrictions of the preferred securities

Pogo Producing also will describe in the prospectus supplement United States
federal income tax considerations applicable to any offering of preferred
securities.

When it issues preferred securities, each trust also will issue one series
of common securities with the terms established in the declaration of trust.
Pogo Producing will own all the common securities directly or indirectly. The
common securities will have the right to vote and to appoint, remove and replace
any trustee of the trust. The terms of the common securities will be
substantially identical to the terms of the preferred securities. The common
securities will rank equally with the preferred securities, and the trust will
make payments on the common securities on a pro rata basis with the preferred
securities. If an event of default under the declaration of trust occurs and is
continuing, however, the rights of a holder of common securities to payment of
distributions and payments upon liquidation, redemption and maturity will rank
junior to the rights of a holder of preferred securities. An event of default
under the declaration of trust will occur upon the occurrence of an event of
default under the junior subordinated debentures.

DESCRIPTION OF THE GUARANTEES

Pogo Producing will guarantee the following:

- periodic cash distributions on the preferred securities out of funds held
by the property trustee of the trust

- payments on liquidation of each trust

- payments on redemption of preferred securities of each trust

Wilmington Trust Company, as guarantee trustee, will hold the guarantee for the
benefit of the holders of preferred securities.

Pogo Producing has summarized selected provisions of the guarantees below.
This summary is not complete. For a complete description, Pogo Producing
encourages you to read the guarantee, which Pogo Producing has filed with the
SEC. Please read "Where You Can Find More Information."

GENERAL

Pogo Producing will agree to pay you in full the following amounts if they
are not paid by the trust:

- any accumulated and unpaid distributions on preferred securities and any
redemption price for preferred securities called for redemption by the
trust

- payments upon the dissolution, winding-up or termination of the trust
equal to the lesser of:

- the liquidation amount plus all accumulated and unpaid distributions on
the preferred securities to the extent the trust has funds legally
available for those payments and

14
<PAGE>
- the amount of assets of the trust remaining legally available for
distribution to the holders of preferred securities in liquidation of
the trust

Pogo Producing will not be required to make these liquidation payments
if:

- the trust distributes the junior subordinated debentures to the holders
of preferred securities in exchange for their preferred securities or

- the trust redeems the preferred securities upon the maturity or
redemption of the junior subordinated debt securities

Pogo Producing may satisfy its obligation to make a guarantee payment either by
making payment directly to the holders of preferred securities or by causing the
applicable trust to make the payment to them.

Each guarantee is a guarantee from the time of issuance of the applicable
series of preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER,
DISTRIBUTIONS AND OTHER PAYMENTS ON PREFERRED SECURITIES IF AND TO THE EXTENT
THAT POGO PRODUCING HAS MADE CORRESPONDING PAYMENTS ON THE JUNIOR SUBORDINATED
DEBT SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF POGO PRODUCING DOES NOT
MAKE THOSE CORRESPONDING PAYMENTS, THAT TRUSTEE WILL NOT MAKE DISTRIBUTIONS ON
THE PREFERRED SECURITIES AND THE TRUST WILL NOT HAVE FUNDS AVAILABLE FOR
PAYMENTS.

Pogo Producing's obligations under the declaration of trust for each trust,
the guarantees, the junior subordinated debt securities and the indenture will
provide a full and unconditional guarantee on a subordinated basis of payments
due on the preferred securities.

COVENANTS OF POGO PRODUCING

In each guarantee, Pogo Producing will agree that, as long as any preferred
securities issued by the applicable trust are outstanding, Pogo Producing will
not make the payments and distributions described below if either:

- it is in default on its guarantee payments or other payment obligations
under the related guarantee

- any event of default under the applicable declaration of trust has
occurred or

- Pogo Producing has elected to defer payments of interest on the junior
subordinated debt securities by extending the interest payment period and
that deferral period is continuing

In these circumstances, Pogo Producing will agree that it will not:

- declare or pay any dividends on its capital stock or redeem, purchase,
acquire or make a distribution or liquidation payment with respect to its
capital stock other than:

- dividends or distributions in shares of, or options, warrants, rights
to subscribe for or purchase shares of, its common stock

- transactions relating to a shareholders' rights plan

- as a result of a reclassification of its capital stock or the exchange
or conversion of one class or series of its capital stock for another
class or series of its capital stock

- the payment of accrued dividends and the purchase of fractional share
interests upon conversion or exchange of its capital stock

- purchases of its shares of common stock related to benefit plans,
dividend reinvestment plans or stock purchase plans

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<PAGE>
- make any payments on or repay, repurchase or redeem any debt that ranks
equally with or junior to the junior subordinated debt securities

- make any guarantee payments on any guarantee by Pogo Producing of the debt
of any of its subsidiaries, other than a payment under a guarantee related
to a series of the trust preferred securities, if that guarantee ranks
equally with or junior to the junior subordinated debt securities

In addition, as long as preferred securities issued by any trust are
outstanding, Pogo Producing will agree that it will:

- remain the sole direct or indirect owner of all the outstanding common
securities of that trust, except as permitted by the applicable
declaration of trust

- permit the common securities of that trust to be transferred only as
permitted by the declaration of trust, except to a successor of Pogo
Producing under the indenture for the junior subordinate debt securities

- use reasonable efforts to cause that trust to continue to be treated as a
grantor trust for United States federal income tax purposes, except in
connection with a distribution of junior subordinated debt securities to
the holders of preferred securities as provided in the declaration of
trust

AMENDMENTS AND ASSIGNMENT

Pogo Producing may amend each guarantee without the consent of any holder of
preferred securities if the amendment does not adversely affect the rights of
the holders in any material respect. In all other cases, Pogo Producing may
amend each guarantee only with the prior approval of the holders of at least a
majority in liquidation amount of the outstanding preferred securities issued by
the applicable trust. The manner in which Pogo Producing will obtain that
approval will be described in the prospectus supplement.

Pogo Producing may assign its obligations under the guarantees only in
connection with a consolidation, merger or asset sale involving Pogo Producing
permitted under the indenture.

TERMINATION OF THE GUARANTEE

A guarantee will terminate upon:

- full payment of the redemption price of all preferred securities of the
applicable trust

- distribution of the junior subordinated debt securities to the holders of
the preferred securities and common securities of that trust in exchange
for all the securities issued by that trust or

- full payment of the amounts payable upon liquidation of that trust

Each guarantee will, however, continue to be effective or will be reinstated if
any holder of preferred securities must repay any amounts paid on those
preferred securities or under the guarantee.

STATUS OF THE GUARANTEE

Pogo Producing's obligation under each guarantee to make guarantee payments
will be:

- unsecured

- subordinated and junior in right of payment to all its other liabilities,
including the junior subordinated debt securities, except those
liabilities made equal or subordinate to the guarantee by their terms

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<PAGE>
- senior to the following:

- all of Pogo Producting's capital stock other than its most senior
preferred shares and

- any guarantee entered into by Pogo Producing relating to its capital
stock other than its most senior preferred shares

Each guarantee will rank equal to Pogo Producing's most senior preferred shares
issued from time to time. Pogo Producing's obligations under each guarantee will
rank equally with obligations under other guarantee agreements that Pogo
Producing may enter into from time to time if both:

- the agreements are in substantially the form of the preferred securities
guarantee and provide for comparable guarantees by Pogo Producing of
payment on preferred securities issued by other trusts or financing
vehicles of Pogo Producing and

- the debt relating to those preferred securities are junior subordinated,
unsecured indebtedness of Pogo Producing

Pogo Producing's obligations under each guarantee will be effectively junior to
all debt and preferred stock of its subsidiaries. By your acceptance of the
preferred securities, you agree to the subordination provisions and other terms
of the related guarantee.

Each guarantee will constitute a guarantee of payment and not merely of
collection. This means that you may institute a legal proceeding directly
against Pogo Producing to enforce your payment rights under the guarantee
without first instituting a legal proceeding against any other person or entity.

Pogo Producing will deposit each guarantee with the guarantee trustee,
acting in its additional role as indenture trustee, to be held for the benefit
of the holders of preferred securities. The guarantee trustee will have the
right to enforce the guarantee on behalf of those holders. In most cases, the
holders of a majority in liquidation amount of the preferred securities issued
by the applicable trust will have the right to direct the time, method and place
of:

- conducting any proceeding for any remedy available to the applicable
guarantee trustee or

- exercising any trust or other power conferred upon that guarantee trustee
under the applicable guarantee

If the guarantee trustee fails to enforce the guarantee, you may institute a
legal proceeding directly against Pogo Producing to enforce your rights under
that guarantee without first instituting a legal proceeding against the
applicable trust, the guarantee trustee or any other person or entity.

MISCELLANEOUS

Pogo Producing will be required to provide annually to the guarantee trustee
a statement as to its performance of its obligations and its compliance with all
conditions under the guarantee.

The guarantee trustee normally will perform only those duties specifically
given to it in the applicable guarantee. There are no implied covenants in the
guarantee. If a default occurs on a guarantee, the guarantee trustee will use
the same degree of care and skill in exercise of its powers under the guarantee
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs. The guarantee trustee will become obligated to exercise any of
its rights or powers under the guarantee at the request or direction of any
holder of the applicable series of preferred securities only if it is offered
security and indemnity satisfactory to it.

GOVERNING LAW

New York law will govern the guarantees.

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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

Pogo Producing may issue from time to time one or more series of junior
subordinated debt securities under an indenture between it and Wilmington Trust
Company, as indenture trustee. Pogo Producing has summarized selected provisions
of the indenture and the junior subordinated debt securities below. This summary
is not complete. For a complete description, Pogo Producing encourages you to
read the indenture, a form of which Pogo Producing has filed with the SEC.
Please read "Where You Can Find More Information."

GENERAL

The junior subordinated debt securities will be the unsecured junior
subordinated obligations of Pogo Producing. The indenture does not limit the
amount of debt securities that Pogo Producing may issue under the indenture or
the amount of additional debt that Pogo Producing or any of its subsidiaries may
incur. In any liquidation, reorganization or insolvency proceeding involving
Pogo Producing, the rights of Pogo Producing and its creditors, including the
holders of junior subordinated debt securities, will be effectively junior to
the claims of holders of any debt or preferred stock of Pogo Producing's
subsidiaries.

Pogo Producing may issue junior subordinated debt securities under the
indenture from time to time in one or more series, each in an amount Pogo
Producing authorizes prior to issuance. If Pogo Producing issues junior
subordinated debt securities to a trust in connection with the issuance of
preferred and common securities by that trust, those junior subordinated debt
securities subsequently may be distributed pro rata to the holders of the
preferred and common securities either:

- upon the dissolution of the trust at the election of Pogo Producing or

- upon the occurrence of events that Pogo Producing will describe in the
prospectus supplement

Pogo Producing will issue only one series of junior subordinated debt securities
to each trust.

The prospectus supplement will include specific terms relating to the junior
subordinated debt securities. These terms will include some or all of the
following:

- the designation of the debt securities

- any maximum total principal amount of the debt securities that Pogo
Producing may issue

- the purchase price of and any premium on the debt securities

- the date or dates on which the principal of the debt securities will be
payable and the right to shorten, extend or defer the dates

- the interest rate, whether fixed or variable, the date from which interest
will accrue, interest payment dates and record dates for interest payments

- any right to extend or defer the interest payment periods and the duration
of the extension

- any provisions for redemption at Pogo Producing's option

- any provisions that would obligate Pogo Producing to redeem or purchase
the debt securities

- any provisions for exchange, conversion or prepayment of the debt
securities

- any material United States federal income tax consequences

- whether and under what circumstances Pogo Producing will pay any
additional amounts on the debt securities and whether Pogo Producing will
have the option to redeem the debt securities rather than pay the
additional amounts

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<PAGE>
- whether payments on the debt securities will be made without deduction for
taxes, assessments or governmental charges

- the form of the debt securities

- any changes or additions to the events of default or covenants described
in this prospectus

- whether Pogo Producing will issue the debt securities in the form of one
or more global securities and the identity of any depositary

- any other terms of that series of debt securities

Unless Pogo Producing informs you otherwise in the prospectus supplement, it
will issue the junior subordinated debt securities:

- in United States dollars

- in fully registered form

- without coupons

- in denominations of $50 or integral multiples of $50

Holders of junior subordinated debt securities may present them for exchange
and for transfer as described in the indenture and the prospectus supplement.
Pogo Producing will not impose a service charge for any registration of transfer
or exchange of the debt securities. Pogo Producing may, however, require the
payment of any tax or other governmental charge payable for that registration.

Pogo Producing may sell the junior subordinated debt securities at a
discount, which may be substantial, below their stated principal amount. These
debt securities may bear no interest or interest at a rate that at the time of
issuance is below market rates. The prospectus supplement will describe any
material United States federal income tax consequences and other special
considerations.

COVENANTS OF POGO PRODUCING APPLICABLE TO THE JUNIOR SUBORDINATED DEBT
SECURITIES

In the indenture, Pogo Producing will agree that, as long as any preferred
securities issued by the applicable trust are outstanding, Pogo Producing will
not make the payments and distributions described below if either:

- it is in default on its guarantee payments or other payment obligations
under the related guarantee

- any event of default under the indenture with respect to the applicable
series of junior subordinated debt securities has occurred or

- Pogo Producing has elected to defer payments of interest on those debt
securities by extending the interest payment period and that deferral
period is continuing

In these circumstances, Pogo Producing will agree that it will not:

- declare or pay any dividends on its capital stock or redeem, purchase,
acquire or make a distribution or liquidation payment with respect to its
capital stock other than:

- dividends or distributions in its shares of, or options, warrants,
rights to subscribe for or purchase its shares of, its common stock

- transactions relating to a shareholders' rights plan

- as a result of a reclassification of its capital stock or the exchange
or conversion of one class or series of its capital stock for another
class or series of its capital stock

19
<PAGE>
- the payment of accrued dividends and the purchase of fractional share
interests upon conversion or exchange of its capital stock

- purchases of its common stock related to benefit plans, dividend
reinvestment plans or stock purchase plans

- make any payments on or repay, repurchase or redeem any debt that ranks
equally with or junior to the junior subordinated debt securities

In addition, as long as preferred securities issued by any trust are
outstanding, Pogo Producing will agree that it will:

- remain the sole direct or indirect owner of all the outstanding common
securities of that trust, except as permitted by the applicable
declaration of trust

- permit the common securities of that trust to be transferred only as
permitted by the declaration of trust, except to a successor of Pogo
Producing under the indenture

- comply with its obligations and agreements in the declaration of trust

SUBORDINATION

Payment of principal of, any premium and interest on the junior subordinated
debt securities will generally be subordinated and junior in right of payment to
the prior payment in full of all current and future senior debt of Pogo
Producing.

Pogo Producing may make no payment of principal, any premium or interest on
the junior subordinated debt securities if:

- it is in default on its obligation to pay the principal, premium, interest
or any other amounts on any senior debt

- the maturity of any senior debt has been accelerated because of a default

This restriction on payment will continue until the default is cured or waived
or ceases to exist or until Pogo Producing has discharged or paid the
accelerated senior debt in full.

If the maturity of the junior subordinated debt securities is accelerated,
Pogo Producing will make no payments on those debt securities until the holders
of all senior debt are paid in full, including any amounts due upon
acceleration.

The subordination does not affect Pogo Producing's obligation to pay, when
due, principal of, any premium and interest on the junior subordinated debt
securities. Pogo Producing's obligation to pay is absolute and unconditional. In
addition, the subordination does not prevent the occurrence of any default under
the indenture.

The indenture will not limit the amount of senior debt that Pogo Producing
may incur. As a result of the subordination of the junior subordinated debt
securities, if Pogo Producing became insolvent,

20
<PAGE>
holders of junior subordinated debt securities may receive less on a
proportionate basis than other creditors.

Senior debt generally means all notes or other indebtedness, including
guarantees, of Pogo Producing for money borrowed and similar obligations, unless
the indebtedness:

- is without recourse

- states that it is subordinated to or equal with the junior subordinated
debt securities

INDENTURE EVENTS OF DEFAULT

The following are events of default with respect to a series of junior
subordinated debt securities:

- failure to pay interest on that series of debt securities for 90 days,
unless Pogo Producing has validly extended the interest payment period

- failure to pay principal of or any premium on that series of debt
securities when due

- failure to deposit any sinking fund payment for 90 days

- failure to comply in any material respect with any other covenant or
agreement in the indenture for that series of debt securities for 90 days
after written notice to Pogo Producing by the indenture trustee or by the
holders of at least 25% in principal amount of the outstanding debt
securities of that series; however, this provision does not include any
agreement, covenant or provision that is included in the indenture solely
for the benefit of other series of junior subordinated debt securities

- bankruptcy, insolvency or reorganization events of Pogo Producing

- any other event of default applicable to that series of debt securities

If an event of default for any series of junior subordinated debt securities
occurs and is continuing, the indenture trustee or the holders of at least 25%
in principal amount of the outstanding debt securities of the series affected by
the default may declare the principal of those debt securities to be due and
payable. The holders of a majority in principal amount of the outstanding junior
subordinated debt securities of the series affected by the default may rescind
the accelerated payment requirement and waive the default if Pogo Producing:

- has cured default and

- has deposited with the indenture trustee an amount sufficient to pay all
matured installments of interest and principal, except those caused by the
acceleration, and any premium

In most cases, holders of a majority in principal amount of the outstanding
junior subordinated debt securities of a series may direct the time, method and
place of:

- conducting any proceeding for any remedy available to the indenture
trustee or

- exercising any trust or power conferred on the indenture trustee with
respect to that series

The holders of a majority in principal amount of the outstanding junior
subordinated debt securities of a series may waive any past default with respect
to those debt securities. Those holders may waive any default in the payment of
principal, any premium or interest, however, only if Pogo Producing:

- has cured default and

- has deposited with the indenture trustee an amount sufficient to pay all
matured installments of interest and principal, except those caused by
acceleration, and any premium

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<PAGE>
In addition, those holders may not waive any call for redemption of the junior
subordinated debt securities of that series.

The indenture requires Pogo Producing to file annually with the indenture
trustee a certificate as to its compliance with the conditions and covenants
contained in the indenture.

An event of default under the indenture for a series of junior subordinated
debt securities will constitute an event of default under the declaration of
trust for the applicable series of preferred securities. A holder of preferred
securities may directly institute a proceeding against Pogo Producing for
enforcement of payment to that holder of principal, any premium or interest if:

- an event of default under the applicable declaration of trust has occurred
and is continuing and

- that event of default is attributable to Pogo Producing's failure to pay
principal, any premium or interest on the applicable series of junior
subordinated debt securities when due

In any such proceeding, Pogo Producing will be subrogated to the rights of the
holder under the applicable declaration of trust to the extent of any payment
Pogo Producing makes to the holder in the proceeding. Except as described in the
preceding sentences or in the prospectus supplement, the holders of preferred
securities will not be able to exercise directly any other remedy available to
the holders of the junior subordinated debt securities.

MODIFICATION OF THE INDENTURE

Pogo Producing and the indenture trustee may amend or supplement the
indenture if the holders of a majority in principal amount of the outstanding
junior subordinated debt securities of all series issued under the indenture and
affected by the amendment or supplement, acting as one class, consent to it.
Without the consent of the holder of each debt security affected, however, no
amendment or supplement may:

- extend the fixed maturity of the debt security

- reduce the principal amounts of the debt security

- reduce the rate of or extend the time for payment of interest on the debt
security

- reduce any premium payable on the redemption of the debt security

- reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver

Pogo Producing and the indenture trustee may amend or supplement the
indenture without the consent of any holders of junior subordinated debt
securities:

- to provide for the assumption of Pogo Producing's obligations under the
indenture by a successor upon any merger, consolidation or asset transfer

- to add additional covenants, restrictions, conditions or provisions for
the protection of the holders of the debt securities

- to cure any ambiguity or to correct or supplement any defect or
inconsistency

- to change any provision of the indenture effective after there are no
outstanding debt securities of any series entitled to the benefit of that
provision

- to provide for the issuance of debt securities in coupon form

- to provide for the acceptance of a successor trustee

- to qualify or maintain the qualification of the indenture under the Trust
Indenture Act of 1939

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<PAGE>
- to establish the form or terms of a series of debt securities

- to make any change that does not adversely affect the rights of any holder
of debt securities in any material respect

BOOK-ENTRY AND SETTLEMENT

Pogo Producing may issue the junior subordinated debt securities of a series
in the form of one or more global debt securities that would be deposited with a
depositary or its nominee identified in the prospectus supplement. The
prospectus supplement will describe:

- any circumstances under which beneficial owners may exchange their
interests in a global debt security for certificated junior subordinated
debt securities of the same series with the same total principal amount
and the same terms

- the manner in which Pogo Producing will pay principal of and any premium
and interest on a global debt security

- the terms of any depositary arrangement and the rights and limitations of
owners of beneficial interests in any global debt security

CONSOLIDATION, MERGER AND SALE

- Pogo Producing is the continuing corporation, or

- if Pogo Producing is not the continuing corporation, the successor is
organized and existing under the laws of any United States jurisdiction
and assumes all of Pogo Producing's obligations under the indentures and
the junior subordinated debt securities, and

- in either case, immediately after giving effect to the transaction, no
event of default, and no event which, after notice of lapse of time or
both, would become an event of default, has occurred and is continuing

DEFEASANCE AND DISCHARGE

When Pogo Producing uses the term defeasance, it means discharge from the
obligations under the indenture. Pogo Producing will be discharged from its
obligations with respect to the junior subordinated debt securities of a series
if:

- Pogo Producing deposits with the indenture trustee funds or U.S.
government securities sufficient to make all of the required payments on
the junior subordinated debt securities of that series on the dates those
payments are due and payable

- that deposit does not result in a breach of or default under any of Pogo
Producing's agreements and

- no event or condition under the subordination provisions described above
prevents Pogo Producing from making payments on the debt securities of
that series on the date of the deposit

Unless Pogo Producing informs you otherwise in the prospectus supplement,
Pogo Producing also will be required to deliver to the indenture trustee an
opinion of counsel that the deposit and related defeasance would not cause the
holders of the junior subordinated debt securities to recognize income,

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<PAGE>
gain or loss for United States federal income tax purposes and would not
otherwise alter those holders' U.S. federal income tax treatment of principal,
premium and interest payments on those debt securities.

GOVERNING LAW

New York law will govern the indenture and the junior subordinated debt
securities.

INFORMATION ABOUT THE INDENTURE TRUSTEE

Wilminton Trust Company is the trustee under the indenture. Its address is
1100 North Market Street, Wilmington, Delaware 19810.

If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent man in the conduct of
his own affairs. The trustee will become obligated to exercise any of its powers
under the indenture at the request of any of the holders of any junior
subordinated debt securities only after those holder have offered the trustee
indemnity reasonably satisfactory to it.

ASSIGNMENT

Pogo Producing may at any time assign any of its rights or obligations under
the indenture to an affiliate. Pogo Producing will, however, remain liable for
all its obligations. Pogo Producing also may assign the indenture to a successor
in a merger, consolidation or asset sale involving Pogo Producing permitted
under the indenture.

PLAN OF DISTRIBUTION

Pogo Producing may sell any series of junior subordinated debt securities
and each trust may sell its preferred securities in any of the following three
ways, or in any combination of those ways:

- through underwriters or dealers

- directly to a limited number of purchasers or to a single purchaser or

- through agents

The prospectus supplement for any securities will describe the terms of the
offering of those securities, including:

- the name or names of any underwriters, dealers or agents and the
respective amounts of the securities underwritten or purchased by each of
them

- the initial public offering price of those securities and the proceeds to
Pogo Producing or the trust from that sale

- any discounts, commissions or other items constituting compensation from
Pogo Producing or the trust and any discounts, commissions or concessions
allowed or reallowed or paid to dealers and

- any securities exchanges on which those securities may be listed

Pogo Producing or the applicable trust may change from time to time the offering
price and any discounts or concessions allowed or reallowed or paid to dealers.

If Pogo Producing or the trusts use underwriters to sell any of the
securities, the underwriters will acquire those securities for their own account
and may resell those securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices the underwriters determine at the time of sale. The underwriters
may sell those securities to the

24
<PAGE>
public directly or through underwriting syndicates that managing underwriters
represent. Unless the prospectus supplement informs you otherwise, the
obligations of the underwriters to purchase those securities will be subject to
conditions precedent. If the underwriters purchase any of the securities they
will be obligated to purchase all of them.

Pogo Producing and the trusts may sell the securities directly or through
agents it designates from time to time. The related prospectus supplement will
name any agent involved in the offer or sale of securities under this prospectus
and will disclose any commissions Pogo Producing or the trust will pay to those
agents. Unless the prospectus supplement informs you otherwise, those agents
will be acting on a best efforts basis for the period of their appointment.

If so indicated in the prospectus supplement, Pogo Producing or the
applicable trust will authorize underwriters, dealers or agents to solicit
offers by specified purchasers to purchase the securities from Pogo Producing or
the trust at the public offering price specified in the prospectus supplement
under delayed delivery contracts providing for payment and delivery on a future
date. Those contracts will be subject only to the conditions the prospectus
supplement specifies. The prospectus supplement will disclose the commission
Pogo Producing or the trust will pay for solicitation of those contracts.

Agents and underwriters may be entitled under agreements entered into with
Pogo Producing and the applicable trust to indemnification by Pogo Producing or
that trust against specified civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution for payment that others may require
the agents or underwriters to make in respect of those liabilities. Agents and
underwriters may be customers or, engage in transactions with, or perform
services for Pogo Producing or any of its affiliates in the ordinary course of
business.

Some persons participating in the offering of the securities may engage in
transactions that stabilize, maintain or otherwise affect the price of those
securities. In connection with the offering, the underwriters or agents, as the
case may be, may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
offering. Stabilizing transactions consist of bids or purchases for the purpose
of preventing or retarding a decline in the market price of the securities.
Syndicate short positions involve the sale by the underwriters or agents, as the
case may be, of a greater number of securities than they are required to
purchase from Pogo Producing or the trust in the offering. The underwriters may
also impose a penalty bid, whereby the syndicate may reclaim selling concessions
allowed to syndicate members or other broker-dealers for the securities sold for
their account if the syndicate repurchases those securities in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the securities, which may be higher than the price
that might otherwise prevail in the open market. Any person that commences these
activities may discontinue them at any time. Those persons may effect those
transactions on the New York Stock Exchange, on the Pacific Stock Exchange, in
the over-the-counter market or otherwise. For a description of these activities,
see "Plan of Distribution" or "Underwriting" in the relevant prospectus
supplement.

Unless the prospectus supplement informs you otherwise, we do not intend to
list any of the securities on a national securities exchange. Neither Pogo
Producing nor the trusts can give any assurance that there will be a market for
the securities.

LEGAL MATTERS

Unless the prospectus supplement informs you otherwise, Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to the trusts and
Pogo Producing, will pass upon various legal matters of Delaware law relating to
the validity of the preferred securities, the enforceability of the applicable
declaration of trust and the formation of the trusts.

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Gerald A. Morton, Vice President--Law and Corporate Secretary of Pogo
Producing, will pass upon the validity of the guarantee and the junior
subordinated debt securities. Mr. Morton owns approximately 3,485 shares of
common stock directly and through Pogo Producing's tax advantaged savings plan
and options to purchase an aggregate of 29,000 shares of common stock, which are
or become exercisable in periodic installments through August 1, 2001.

EXPERTS

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

26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses payable by the Company
in connection with the offering described in this Registration Statement.

<TABLE>
<S> <C>
Registration fee.................................................. $ 69,500
Printing expenses................................................. 20,000
Accounting fees and expenses...................................... 20,500
Legal fees and expenses........................................... 140,000
Trustee fees and expenses......................................... 10,000
Rating agency fees................................................ 20,000
Miscellaneous..................................................... 20,000
---------
Total..................................................... $ 300,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, INTER ALIA, empowers a
Delaware 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 (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other 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. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person 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 provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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 any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.

Article XI of the Restated Certificate of Incorporation of the Company
eliminates the personal liability of each director of the Company to the Company
and its stockholders for monetary damages for breach of fiduciary duty as a
director involving any act or omission of any such director occurring on or
after September 30, 1986; provided, however, that such provision does not
eliminate or limit the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a

II-1
<PAGE>
knowing violation of law, (iii) under Title 8, Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from which
such director derived an improper personal benefit.

The Bylaws of the Company provide that the Company will indemnify and hold
harmless, to the fullest extent permitted by applicable law as in effect as of
the date of the adoption of the Bylaws or as it may thereafter be amended, any
person who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
Bylaws further provide that the Company will indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Company.

The Bylaws further provide that the Company will pay the expenses incurred
in defending any proceeding in advance of its final disposition, PROVIDED,
HOWEVER, that the payment of expenses incurred by a director or officer in his
capacity as a director or officer (except with regard to service to an employee
benefit plan or non-profit organizations in advance of the final disposition of
the proceeding) will be made only upon receipt of an undertaking by the director
or officer to repay all amounts advanced if it should be ultimately determined
that the director or officer is not entitled to be indemnified.

The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by them in the discharge of their functions as officers and
directors except for liabilities arising from their own malfeasance.

ITEM 16. EXHIBITS

II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
*4.10 Form of Preferred Securities Guarantee
**4.11 Form of Senior Debt Security (included in Exhibit 4.8.2)
**4.12 Form of Subordinated Debt Security (included in Exhibit 4.8.3)
***4.13 Restated Certificate of Incorporation of the Company (filed as exhibit 3(a) to the Company's Annual
Report on form 10-K for the year ended December 31, 1997 and incorporated herein by reference)
***4.14 Amended and Restated Bylaws of the Company (filed as exhibit 3(b) to the Company's Quarterly Report
on form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference)
***4.15 Certificate of Designation, Preferences and Rights of Preferred Stock of the Company, dated March 25,
1997 (filed as Exhibit 3(a)(1) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference)
***4.16 Rights Agreement dated as of April 26, 1994 between the Company and Harris Trust Company of New York,
as Rights Agent (filed as Exhibit 4 to the Company's Current Report on Form 8-K filed April 26, 1994
and incorporated herein by reference)
***4.17 Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated
April 26, 1994 (filed as Exhibit 4(d) to the Company's Registration Statement on Form S-8 (File No.
33-54969) filed August 9, 1994 and incorporated herein by reference)
*5.1 Opinion of Gerald A. Morton
*5.2.1 Opinion of Richards, Layton & Finger, P.A. relating to Pogo Trust I
*5.2.2 Opinion of Richards, Layton & Finger, P.A. relating to Pogo Trust II
**8 Opinion of counsel to the Company as to certain tax matters
*12.1 Statement re Computation of Ratios
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ryder Scott Company Petroleum Engineers
*23.3 Consent of Gerald A. Morton (included in Exhibit 5.1)
*23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2.1 and 5.2.2)
**23.5 Consent of the Company's counsel as to certain tax matters (included in Exhibit 8)
*24.1 Powers of Attorney for the Company
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Senior Trustee
under the Senior Indenture
*25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Subordinated
Trustee under the Subordinated Indenture
*25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee under the Junior Subordinated Indenture
*25.4.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Property Trustee, relating to Pogo Trust I
*25.4.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Property Trustee, relating to Pogo Trust II.
*25.5.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Guarantee Trustee, relating to Pogo Trust I
*25.5.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Guarantee Trustee, relating to Pogo Trust II
</TABLE>

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

* Previously filed.

** To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).

*** Incorporated herein by reference as indicated.

II-3
<PAGE>
ITEM 17. UNDERTAKINGS

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;

(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) For purposes of determining any liability under the Securities Act
of 1933, 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(h) under the Securities Act of 1933 shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrants' annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or
otherwise, the registrants have been advised that in the opinion of the

II-4
<PAGE>
Securities and Exchange 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 the 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, the registrants 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.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on May 10, 1999.

<TABLE>
<S> <C> <C>
POGO PRODUCING COMPANY

By: /s/ PAUL G. VAN WAGENEN
-----------------------------------------
Paul G. Van Wagenen
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
Chairman of the Board,
/s/ PAUL G. VAN WAGENEN President and Chief
- ------------------------------ Executive Officer May 10, 1999
Paul G. Van Wagenen (Principal Executive
Officer and Director)

Vice President and Chief
/s/ JOHN W. ELSENHANS Financial Officer
- ------------------------------ (Principal Financial May 10, 1999
John W. Elsenhans Officer)

Vice President and
/s/ THOMAS E. HART Controller
- ------------------------------ (Principal Accounting May 10, 1999
Thomas E. Hart Officer)

*
- ------------------------------ Director May 10, 1999
Jerry M. Armstrong

*
- ------------------------------ Director May 10, 1999
Tobin Armstrong

*
- ------------------------------ Director May 10, 1999
Jack S. Blanton

*
- ------------------------------ Director May 10, 1999
W. M. Brumley, Jr.
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
*
- ------------------------------ Director May 10, 1999
John B. Carter, Jr.

*
- ------------------------------ Director May 10, 1999
William L. Fisher

*
- ------------------------------ Director May 10, 1999
Gerrit W. Gong

*
- ------------------------------ Director May 10, 1999
J. Stuart Hunt

*
- ------------------------------ Director May 10, 1999
Frederick A. Klingenstein

*
- ------------------------------ Director May 10, 1999
Jack A. Vickers
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By: /s/ THOMAS E. HART
-------------------------
Thomas E. Hart
ATTORNEY-IN-FACT
</TABLE>

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pogo Trust I
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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 10, 1999.

<TABLE>
<S> <C> <C>
POGO TRUST I

By: Pogo Producing Company, as Sponsor

By: /s/ GERALD A. MORTON
-----------------------------------------
Name: Gerald A. Morton
Title: Vice President--Law and
Corporate Secretary
</TABLE>

II-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pogo Trust II
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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 10, 1999.

<TABLE>
<S> <C> <C>
POGO TRUST II

By: Pogo Producing Company, as Sponsor

By: /s/ GERALD A. MORTON
-----------------------------------------
Name: Gerald A. Morton
Title: Vice President--Law and
Corporate Secretary
</TABLE>

II-9
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
**1.1 Form of Underwriting Agreement (Debt Securities)
**1.2 Form of Underwriting Agreement (Preferred Stock)
**1.3 Form of Underwriting Agreement (Preferred Securities)
*4.1 Form of Senior Debt Indenture ("Senior Indenture") between the Company and State Street Bank and
Trust Company, as Trustee
4.2 Form of Subordinated Debt Indenture ("Subordinated Indenture") between the Company and State Street
Bank and Trust Company, as Trustee
4.3 Form of Junior Subordinated Debt Indenture ("Junior Subordinated Indenture") between the Company and
Wilmington Trust Company, as Trustee
*4.4.1 Declaration of Trust of Pogo Trust I
*4.4.2 Declaration of Trust of Pogo Trust II
*4.5 Form of Amended and Restated Declaration of Trust
*4.6.1 Certificate of Trust of Pogo Trust I
*4.6.2 Certificate of Trust of Pogo Trust II
*4.7 Form of Preferred Security (included in Exhibit 4.3)
**4.8.1 Form of Supplemental Indenture to Junior Subordinated Indenture
**4.8.2 Form of Supplemental Indenture to Senior Indenture
**4.8.3 Form of Supplemental Indenture to Subordinated Indenture
**4.9 Form of Junior Subordinated Debt Security (included in Exhibit 4.8.1)
*4.10 Form of Preferred Securities Guarantee
**4.11 Form of Senior Debt Security (included in Exhibit 4.8.2)
**4.12 Form of Subordinated Debt Security (included in Exhibit 4.8.3)
***4.13 Restated Certificate of Incorporation of the Company (filed as exhibit 3(a) to the Company's Annual
Report on form 10-K for the year ended December 31, 1997 and incorporated herein by reference)
***4.14 Amended and Restated Bylaws of the Company (filed as exhibit 3(b) to the Company's Quarterly Report
on form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference)
***4.15 Certificate of Designation, Preferences and Rights of Preferred Stock of the Company, dated March 25,
1997 (filed as Exhibit 3(a)(1) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference)
***4.16 Rights Agreement dated as of April 26, 1994 between the Company and Harris Trust Company of New York,
as Rights Agent (filed as Exhibit 4 to the Company's Current Report on Form 8-K filed April 26, 1994
and incorporated herein by reference)
***4.17 Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated
April 26, 1994 (filed as Exhibit 4(d) to the Company's Registration Statement on Form S-8 (File No.
33-54969) filed August 9, 1994 and incorporated herein by reference)
*5.1 Opinion of Gerald A. Morton
*5.2.1 Opinion of Richards, Layton & Finger, P.A. relating to Pogo Trust I
*5.2.2 Opinion of Richards, Layton & Finger, P.A. relating to Pogo Trust II
**8 Opinion of counsel to the Company as to certain tax matters
*12.1 Statement re Computation of Ratios
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ryder Scott Company Petroleum Engineers
*23.3 Consent of Gerald A. Morton (included in Exhibit 5.1)
*23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2.1 and 5.2.2)
**23.5 Consent of the Company's counsel as to certain tax matters (included in Exhibit 8)
*24.1 Powers of Attorney for the Company
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Senior Trustee
under the Senior Indenture
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
*25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Subordinated
Trustee under the Subordinated Indenture
*25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company as Trustee under the Junior Subordinated Indenture
*25.4.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Property Trustee, relating to Pogo Trust I
*25.4.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Property Trustee, relating to Pogo Trust II.
*25.5.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Guarantee Trustee, relating to Pogo Trust I
*25.5.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust
Company, as Guarantee Trustee, relating to Pogo Trust II
</TABLE>

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

* Previously filed.

** To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).

*** Incorporated herein by reference as indicated.

<PAGE>

Exhibit 4.2

[FORM OF SUBORDINATED DEBT SECURITIES INDENTURE OF THE COMPANY]

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

POGO PRODUCING COMPANY
AS ISSUER

and

STATE STREET BANK AND TRUST COMPANY
AS TRUSTEE

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

Indenture

Dated as of ______________, ____

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

Subordinated Debt Securities

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

POGO PRODUCING COMPANY

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
AND INDENTURE, DATED AS OF _______________

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

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

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

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

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.02 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 1.03 Incorporation by Reference of Trust Indenture Act . . . . . . . . . .7
SECTION 1.04 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . .8

ARTICLE II
THE SECURITIES

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

ARTICLE III
REDEMPTION

SECTION 3.01 Applicability of Article. . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.02 Notice to the Trustee . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.03 Selection of Securities To Be Redeemed. . . . . . . . . . . . . . . 20
SECTION 3.04 Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.05 Effect of Notice of Redemption. . . . . . . . . . . . . . . . . . . 21
SECTION 3.06 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.07 Securities Redeemed or Purchased in Part. . . . . . . . . . . . . . 22
SECTION 3.08 Purchase of Securities. . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.09 Mandatory and Optional Sinking Funds. . . . . . . . . . . . . . . . 22

-i-
<PAGE>

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities . . . . . . . 23
SECTION 3.11 Redemption of Securities for Sinking Fund . . . . . . . . . . . . . 23

ARTICLE IV
COVENANTS

SECTION 4.01 Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.02 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . 24
SECTION 4.03 SEC Reports; Financial Statements . . . . . . . . . . . . . . . . . 25
SECTION 4.04 Compliance Certificate. . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.05 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.06 Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . 26
SECTION 4.07 Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE V
SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations . . . . . . . . . . . . . 27
SECTION 5.02 Successor Person Substituted. . . . . . . . . . . . . . . . . . . . 27

ARTICLE VI
DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.02 Acceleration. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.03 Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.04 Waiver of Existing Defaults . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.05 Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.06 Limitations on Suits. . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.07 Rights of Holders to Receive Payment. . . . . . . . . . . . . . . . 32
SECTION 6.08 Collection Suit by Trustee. . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.09 Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . 32
SECTION 6.10 Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.11 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VII
TRUSTEE

SECTION 7.01 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.02 Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.03 May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.04 Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.05 Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.06 Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . 36
SECTION 7.07 Compensation and Indemnity. . . . . . . . . . . . . . . . . . . . . 36

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<PAGE>

SECTION 7.08 Replacement of Trustee. . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.09 Successor Trustee by Merger, etc. . . . . . . . . . . . . . . . . . 39
SECTION 7.10 Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . 39
SECTION 7.11 Preferential Collection of Claims Against Company . . . . . . . . . 39

ARTICLE VIII
DISCHARGE OF INDENTURE

SECTION 8.01 Termination of Company's Obligations. . . . . . . . . . . . . . . . 39
SECTION 8.02 Application of Trust Money. . . . . . . . . . . . . . . . . . . . . 43
SECTION 8.03 Repayment to Company. . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 8.04 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE IX
SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders. . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.02 With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.03 Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . 47
SECTION 9.04 Revocation and Effect of Consents . . . . . . . . . . . . . . . . . 47
SECTION 9.05 Notation on or Exchange of Securities . . . . . . . . . . . . . . . 48
SECTION 9.06 Trustee to Sign Amendments, etc.. . . . . . . . . . . . . . . . . . 48

ARTICLE X
SUBORDINATION

SECTION 10.01 Securities Subordinated to Senior Indebtedness. . . . . . . . . . . 49
SECTION 10.02 No Payment on Securities in Certain Circumstances . . . . . . . . . 49
SECTION 10.03 Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation or Reorganization. . . . . 50
SECTION 10.04 Subrogation to Rights of Holders of Senior Indebtedness . . . . . . 51
SECTION 10.05 Obligations of the Company Unconditional. . . . . . . . . . . . . . 52
SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 10.07 Application by Trustee of Amounts Deposited with It . . . . . . . . 52
SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Indebtedness . . . . . . . . . . . . . 53
SECTION 10.09 Trustee to Effectuate Subordination of Securities . . . . . . . . . 53
SECTION 10.10 Right of Trustee to Hold Senior Indebtedness. . . . . . . . . . . . 54
SECTION 10.11 Article X Not to Prevent Events of Default. . . . . . . . . . . . . 54
SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. . . 54
SECTION 10.13 Article Applicable to Paying Agent. . . . . . . . . . . . . . . . . 54

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ARTICLE XI
MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls. . . . . . . . . . . . . . . . . . . . 55
SECTION 11.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.03 Communication by Holders with Other Holders . . . . . . . . . . . . 56
SECTION 11.04 Certificate and Opinion as to Conditions Precedent. . . . . . . . . 56
SECTION 11.05 Statements Required in Certificate or Opinion . . . . . . . . . . . 56
SECTION 11.06 Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . 57
SECTION 11.07 Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 11.08 No Recourse Against Others. . . . . . . . . . . . . . . . . . . . . 57
SECTION 11.09 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 11.10 No Adverse Interpretation of Other Agreements . . . . . . . . . . . 57
SECTION 11.11 Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 11.12 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 11.13 Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 11.14 Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . 58
</TABLE>

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<PAGE>

INDENTURE dated as of _______________ between Pogo Producing
Company, a Delaware corporation (the "Company"), and State Street Bank and
Trust Company, as trustee (the "Trustee").

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

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 DEFINITIONS.

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

"Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control," when used with respect to any Person, means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of this definition, beneficial ownership of 10% or
more of the voting common equity (on a fully diluted basis) or options or
warrants to purchase such equity (but only if exercisable at the date of
determination or within 60 days thereof) of a Person shall be deemed to
constitute control of such Person. No Person shall be deemed an Affiliate of
an oil and gas royalty trust solely by virtue of ownership of units of
beneficial interest in such trust.

"Agent" means any Registrar or Paying Agent.

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

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

"Board Resolution" means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted or consented to by the Board of Directors and to be in full
force and effect, and delivered to the Trustee.

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

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<PAGE>

"Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents in the
equity interests (however designated) in such Person, and any rights (other
than debt securities convertible into an equity interest), warrants or
options exercisable for, exchangeable for or convertible into such an equity
interest in such Person.

"Capitalized Lease Obligation" means any obligation to pay rent or
other amounts under a lease of (or other agreement conveying the right to
use) any property (whether real, personal or mixed) that is required to be
classified and accounted for as a capital lease obligation under GAAP, and,
for the purpose of this Indenture, the amount of such obligation at any date
shall be the capitalized amount thereof at such date, determined in
accordance with GAAP.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation; PROVIDED, HOWEVER, that for
purposes of any provision contained herein which is required by the TIA,
"Company" shall also mean each other obligor (if any) on the Securities of a
series.

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

"Corporate Trust Office" of the Trustee means the office of the
Trustee located at Two International Place, 4th Floor, Boston, Massachusetts
02110, and as may be located at such other address as the Trustee may give
notice to the Company.

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

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

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

"Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) except as set forth in (b), with respect to any
Person, Capital Stock of such Person that,

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<PAGE>

by its terms or by the terms of any security into which it is convertible,
exercisable or exchangeable, is, or upon the happening of an event or the
passage of time would be, required to be redeemed or repurchased (including
at the option of the holder thereof) by such Person or any Subsidiary of such
Person, in whole or in part, on or prior to 91 days after the final Stated
Maturity of the Securities of such series, and (b) with respect to any
Subsidiary of such Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

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

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

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

"Global Security" means a Security in the form prescribed by
Section 2.03 that is issued in global form in the name of the Depositary with
respect thereto or its nominee.

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

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

"Indebtedness" of any Person, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 2.01, means,
without duplication, (i) all indebtedness of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof), (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person in respect of letters of credit or
other similar instruments (or reimbursement obligations with respect
thereto), other than standby letters of credit, performance bonds and other
obligations issued by or for the account of such Person in the ordinary
course of business, to the extent not drawn or, to the extent drawn, if such
drawing is reimbursed not later than the third Business Day following demand
for reimbursement, (iv) all obligations of such Person to pay the deferred
and unpaid purchase price of property or services, except trade payables and
accrued expenses incurred in the ordinary course of business, (v) all
Capitalized Lease Obligations of such Person, (vi) all

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<PAGE>

Indebtedness of others secured by a Lien on any asset of such Person, whether
or not such Indebtedness is assumed by such Person (PROVIDED that if the
obligations so secured have not been assumed in full by such Person or are
not otherwise such Person's legal liability in full, then such obligations
shall be deemed to be in an amount equal to the greater of (a) the lesser of
(1) the full amount of such obligations and (2) the fair market value of such
assets, as determined in good faith by the Board of Directors of such Person,
which determination shall be evidenced by a Board Resolution, and (b) the
amount of obligations as have been assumed by such Person or which are
otherwise such Person's legal liability), and (vii) all Indebtedness of
others (other than endorsements in the ordinary course of business)
guaranteed by such Person to the extent of such guarantee.

"Indenture" means this Indenture as amended or supplemented from
time to time, and includes the terms of a particular series of Securities
established as contemplated by Section 2.01.

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

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

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

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

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

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

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

"Officers' Certificate" means a certificate signed by two Officers
of a Person.

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<PAGE>

"Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. Such counsel may be an employee of
or counsel to the Company or the Trustee.

"Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02.

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

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

"principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

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

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

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

"Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

"SEC" means the Securities and Exchange Commission.

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

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

"Senior Indebtedness" of the Company, unless otherwise provided
with respect to the Securities of a series as contemplated by Section 2.01,
means (i) all Indebtedness of the Company, whether currently outstanding or
hereafter issued, unless, by the terms of the instrument creating or
evidencing such Indebtedness, it is provided that such Indebtedness is not
superior in right of

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<PAGE>

payment to the Securities or to other Indebtedness which is PARI PASSU with
or subordinated to the Securities, and (ii) any modifications, refunding,
deferrals, renewals or extensions of any such Indebtedness or securities,
notes or other evidences of Indebtedness issued in exchange for such
Indebtedness; PROVIDED that in no event shall "Senior Indebtedness" include
(a) Indebtedness of the Company owed or owing to any Subsidiary of the
Company or any Officer, director or employee of the Company or any Subsidiary
of the Company, (b) Indebtedness to trade creditors or (c) any liability for
taxes owed or owing by the Company.

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

"Subsidiary" means, with respect to any Person, a corporation,
partnership, limited liability company, association or other business entity
a majority of whose Voting Stock is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof. For purposes of the foregoing
definition, an arrangement by which a Person who owns an interest in an oil
and gas property is subject to a joint operating agreement, processing
agreement, net profits interest, overriding royalty interest, farmout
agreement, development agreement, area of mutual interest agreement, joint
bidding agreement, unitization agreement, pooling arrangement or other
similar agreement or arrangement shall not, in and of itself, be considered a
Subsidiary.

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

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

"Trustee" means the Person, not in its individual capacity but
solely as Trustee, named as such above until a successor replaces it in
accordance with the applicable provisions of this Indenture, and thereafter
"Trustee" means each Person who is then a Trustee hereunder, and if at any
time there is more than one such Person, "Trustee" as used with respect to
the Securities of any series means the Trustee with respect to Securities of
that series.

"United States" means the United States of America (including the
States and the District of Columbia) and its "possessions," which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.

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

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

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<PAGE>

"Voting Stock" means any class or classes of Capital Stock pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to vote in the election of the board of directors, managers or
trustees of any Person (irrespective of whether or not, at the time, Capital
Stock of any other class or classes shall have, or might have, voting power
by reason of the happening of any contingency).

SECTION 1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
DEFINED
TERM IN SECTION
---- ----------
<S> <C>
"Bankruptcy Custodian" . . . . . . . . . . . . . . . . . . . . . . 6.01
"Conversion Event" . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"covenant defeasance". . . . . . . . . . . . . . . . . . . . . . . 8.01
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Exchange Rate". . . . . . . . . . . . . . . . . . . . . . . . . . 2.11
"Judgment Currency". . . . . . . . . . . . . . . . . . . . . . . . 6.10
"legal defeasance" . . . . . . . . . . . . . . . . . . . . . . . . 8.01
"mandatory sinking fund payment" . . . . . . . . . . . . . . . . . 3.09
"optional sinking fund payment". . . . . . . . . . . . . . . . . . 3.09
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
"Payment Default". . . . . . . . . . . . . . . . . . . . . . . . . 10.02
"Payment Notice" . . . . . . . . . . . . . . . . . . . . . . . . . 10.02
"Registrar". . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
"Required Currency". . . . . . . . . . . . . . . . . . . . . . . . 6.10
"Successor". . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.01
</TABLE>

SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

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

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

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<PAGE>

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

SECTION 1.04 RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

(2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in the plural
include the singular;

(5) provisions apply to successive events and transactions; and

(6) all references in this Agreement to Articles and Sections are
references to the corresponding Articles and Sections in and of
this Indenture.

ARTICLE II
THE SECURITIES

SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

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

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

(2) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series);

(3) whether any Securities of the series are to be issuable initially
in temporary global form and whether any Securities of the series are to be
issuable in permanent global form, as Global Securities or otherwise, and,
if so, whether beneficial owners of interests in

-8-
<PAGE>

any such Global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and denomination and
the circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 2.17, and the initial Depositary for any
Global Security or Securities of such series;

(4) the manner in which any interest payable on a temporary Global
Security on any Interest Payment Date will be paid if other than in the
manner provided in Section 2.14;

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

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

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

(8) the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or
in part, at the option of the Company, if the Company is to have that
option, and the manner in which the Company must exercise any such option,
if different from those set forth herein;

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

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

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

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<PAGE>

(12) if the principal of, premium (if any) or interest on or any
Additional Amounts with respect to the Securities of the series are to be
payable, at the election of the Company or a Holder thereof, in a currency
or currencies (including composite currencies) other than that in which the
Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal, premium (if any),
interest and any Additional Amounts with respect to Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

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

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

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

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

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

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

(19) if the Securities of the series are to be entitled to the benefit
of Section 4.03(b) (and accordingly constitute Rule 144A Securities); and

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

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution

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<PAGE>

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

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

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

SECTION 2.02 DENOMINATIONS.

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

SECTION 2.03 FORMS GENERALLY.

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

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

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

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<PAGE>

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

STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE

By:
-------------------------------------
AUTHORIZED OFFICER".

SECTION 2.04 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Two Officers of the Company shall sign the Securities on behalf of
the Company by manual or facsimile signature.

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

A Security shall not be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose until authenticated by
the manual signature of an authorized signatory of the Trustee, which
signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee
for cancellation as provided in Section 2.13 together with a written
statement (which need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

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

If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order
referred to above and the other

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<PAGE>

documents required by Section 11.04), and (subject to Section 7.01) shall be
fully protected in relying upon,

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

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

(i) if the form of such Securities has been established by or
pursuant to Board Resolution, as is permitted by Section 2.01, that
such form has been established in conformity with the provisions of
this Indenture;

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

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

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

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

Each Security shall be dated the date of its authentication.

SECTION 2.05 REGISTRAR AND PAYING AGENT.

The Company shall maintain an office or agency for each series of
Securities where Securities of such series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where
Securities of such series may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Securities of such series and of their
transfer and exchange.

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<PAGE>

The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent.

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

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

SECTION 2.06 PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.07 HOLDER LISTS.

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

SECTION 2.08 TRANSFER AND EXCHANGE.

Except as set forth in Section 2.17 or as may be provided pursuant
to Section 2.01:

When Securities of any series are presented to the Registrar with
the request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount

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<PAGE>

of Securities of the same series of like tenor and of other authorized
denominations, the Registrar shall register the transfer or make the exchange
as requested if its requirements for such transactions are met; PROVIDED,
HOWEVER, that the Securities presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form reasonably satisfactory to the Registrar duly
executed by the Holder thereof or by his attorney, duly authorized in
writing, on which instruction the Registrar can rely.

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

SECTION 2.09 REPLACEMENT SECURITIES.

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

Every replacement Security is an additional obligation of the
Company.

SECTION 2.10 OUTSTANDING SECURITIES.

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

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<PAGE>

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

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

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

SECTION 2.11 ORIGINAL ISSUE DISCOUNT, FOREIGN CURRENCY DENOMINATED AND
TREASURY SECURITIES.

In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver
or consent, (a) the principal amount of an Original Issue Discount Security
shall be the principal amount thereof that would be due and payable as of the
date of such determination upon acceleration of the Maturity thereof pursuant
to Section 6.02, (b) the principal amount of a Security denominated in a
foreign currency shall be the Dollar equivalent, as determined by the Company
by reference to the noon buying rate in The City of New York for cable
transfers for such currency, as such rate is certified for customs purposes
by the Federal Reserve Bank of New York (the "Exchange Rate") on the date of
original issuance of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent, as determined
by the Company by reference to the Exchange Rate on the date of original
issuance of such Security, of the amount determined as provided in (a)
above), of such Security and (c) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that the Trustee
actually knows are so owned shall be so disregarded.

SECTION 2.12 TEMPORARY SECURITIES.

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

SECTION 2.13 CANCELLATION.

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange, payment or redemption or for credit against any sinking fund
payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange,

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<PAGE>

payment, redemption, replacement or cancellation or for credit against any
sinking fund. Unless the Company shall direct in writing that cancelled
Securities be returned to it, after written notice to the Company all
cancelled Securities held by the Trustee shall be disposed of in accordance
with the usual disposal procedures of the Trustee, and the Trustee shall
maintain a record of their disposal. The Company may not issue new
Securities to replace Securities that have been paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.14 PAYMENTS; DEFAULTED INTEREST.

Unless otherwise provided as contemplated by Section 2.01 with
respect to Securities of any series, the Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered
Holders of Securities at the close of business on the record date next
preceding the Interest Payment Date, even if such Securities are cancelled
after such record date and on or before such Interest Payment Date. The
Holder must surrender this Security to a Paying Agent to collect principal
payments. Unless otherwise provided with respect to the Securities of any
series, the Company will pay the principal of, premium (if any) on, and
interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee,
provided that at the option of the Company, the Company may, however, pay
such amounts (1) by wire transfer with respect to Global Securities or (2) by
check payable in such money mailed to a Holder's registered address with
respect to any Securities.

If the Company defaults in a payment of interest on the Securities,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest on the defaulted interest, in each case at the rate provided
in the Securities of such series and in Section 4.01. The Company may pay
the defaulted interest to the Persons who are Holders on a subsequent special
record date. At least 10 days before any special record date selected by the
Company, the Company (or the Trustee, in the name of and at the expense of
the Company upon 15 days' prior written notice from the Company setting forth
such record date and the interest amount to be paid) shall mail to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

SECTION 2.15 PERSONS DEEMED OWNERS.

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

SECTION 2.16 COMPUTATION OF INTEREST.

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

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SECTION 2.17 GLOBAL SECURITIES; BOOK-ENTRY PROVISIONS.

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

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

Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01: Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Security may be transferred in accordance with
the rules and procedures of the Depositary. Securities or any series shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Security if, and only if, either (1) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Security and a successor Depositary

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is not appointed by the Company within 90 days of such notice, (2) an Event
of Default has occurred with respect to such series and is continuing and the
Registrar has received a request from the Depositary to issue Securities of
such Series in lieu of all or a portion of the Global Security (in which case
the Company shall deliver Securities within 30 days of such request) or (3)
the Company determines not to have the Securities of such Series represented
by a Global Security.

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

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

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

The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Company and the Company delivers to the Trustee
the Global Security together with written instructions (which need not comply
with Section 11.05 and need not be accompanied by an Opinion of Counsel) with
regard to the cancellation or reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of the third paragraph of Section 2.04.

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

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<PAGE>

ARTICLE III
REDEMPTION

SECTION 3.01 APPLICABILITY OF ARTICLE.

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

SECTION 3.02 NOTICE TO THE TRUSTEE.

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

SECTION 3.03 SELECTION OF SECURITIES TO BE REDEEMED.

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

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

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

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SECTION 3.04 NOTICE OF REDEMPTION.

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

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

(1) the Redemption Date;

(2) the Redemption Price;

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

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

(5) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price and the name and address of
the Paying Agent;

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

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

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

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

SECTION 3.05 EFFECT OF NOTICE OF REDEMPTION.

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

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SECTION 3.06 DEPOSIT OF REDEMPTION PRICE.

On or prior to 11:00 A.M., New York City time, on any Redemption
Date, the Company shall deposit with the Trustee or the Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.06) an amount of money in same day funds sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on and any Additional Amounts with
respect to, the Securities or portions thereof which are to be redeemed on
that date, other than Securities or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation.

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

SECTION 3.07 SECURITIES REDEEMED OR PURCHASED IN PART.

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

SECTION 3.08 PURCHASE OF SECURITIES.

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

SECTION 3.09 MANDATORY AND OPTIONAL SINKING FUNDS.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment." Unless otherwise provided by the
terms

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of Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 3.10. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series and by this Article
III.

SECTION 3.10 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 3.11 REDEMPTION OF SECURITIES FOR SINKING FUND.

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

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $100,000 (or the Dollar equivalent thereof based on the
applicable Exchange Rate on the date of original issue of the applicable
Securities) or a lesser sum if the Company shall so request with respect to
the Securities of any particular series, such cash shall be applied on the
next succeeding sinking fund payment date to the redemption of Securities of
such series at the sinking fund redemption price together with accrued
interest to the date fixed for redemption. If such amount shall be $100,000
(or the Dollar equivalent thereof as aforesaid) or less and the Issuer makes
no such request then it shall be carried over until a sum in excess of
$100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not
less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.03 and cause notice of the

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redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 3.05, 3.06 and 3.07.

ARTICLE IV
COVENANTS

SECTION 4.01 PAYMENT OF SECURITIES.

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

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

SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.

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

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

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Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 4.03 SEC REPORTS; FINANCIAL STATEMENTS.

(a) The Company shall file with the Trustee, within 15 days after
it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) that the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. The Company shall also comply with the provisions of TIA
Section 314(a).

(b) If the Company is not subject to the requirements of Section
13 or 15(d) of the Exchange Act, the Company shall furnish to all Holders of
Rule 144A Securities and prospective purchasers of Rule 144A Securities
designated by the Holders of Rule 144A Securities, promptly upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
promulgated under the Securities Act of 1933, as amended.

SECTION 4.04 COMPLIANCE CERTIFICATE.

(a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date
hereof, a statement signed by two Officers of the Company, which need not
constitute an Officers' Certificate, complying with TIA Section 314(a)(4) and
stating that a review of the activities of the Company during the preceding
fiscal year has been made under the supervision of the signing Officers with
a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to
each such Officer signing such statement, that to the best of his knowledge
the Company is not in Default in the performance or observance of any of the
terms, provisions and conditions hereof or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of
which he may have knowledge and that to the best of his knowledge no event
has occurred and remains in existence by reason of which payments on account
of the principal of or interest, if any, on any outstanding Securities are
prohibited or if such event has occurred, a description of the event.

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

SECTION 4.05 CORPORATE EXISTENCE.

Subject to Article V hereof or except as expressly permitted
otherwise under this Indenture, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership and other existence of each of its
Subsidiaries and all rights (charter and statutory) and franchises of the
Company and its Subsidiaries, provided that the Company shall not be required
to preserve any such existence of its

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Subsidiaries, right or franchise, if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof
is not disadvantageous in any material respect to the Holders.

SECTION 4.06 WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

SECTION 4.07 ADDITIONAL AMOUNTS.

If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of
such series Additional Amounts as expressly provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or the net proceeds received from the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section 4.07 to the
extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 4.07
and express mention of the payment of Additional Amounts (if applicable) in
any provisions hereof shall not be construed as excluding Additional Amounts
in those provisions hereof where such express mention is not made.

Unless otherwise provided pursuant to Section 2.01 with respect to
Securities of any series: If the Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities
of that series will not bear interest prior to Maturity, the first day on
which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company shall furnish the Trustee
and the Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders
of Securities of that series who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge
described in the Securities of that series. If any such withholding shall be
required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities and the Company will pay to such Paying Agent the Additional
Amounts required by this Section. The Company covenants to indemnify the
Trustee and any Paying Agent for and to hold them harmless against any

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loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section 4.07.

ARTICLE V
SUCCESSORS

SECTION 5.01 LIMITATIONS ON MERGERS AND CONSOLIDATIONS.

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

(1) either (a) the Company shall be the continuing corporation or (b)
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged, or to which such sale, lease, conveyance,
transfer or other disposition shall be made (collectively, the
"Successor"), is organized and validly existing under the laws of the
United States, any political subdivision thereof or any State thereof or
the District of Columbia, and expressly assumes by supplemental indenture
the due and punctual payment of the principal of (and premium, if any) and
interest on and Additional Amounts with respect to all the Securities and
the performance of the Company's covenants and obligations under this
Indenture and the Securities;

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

(3) the Company delivers to the Trustee (a) an Officers' Certificate
in form and substance reasonably acceptable to the Trustee, stating that
such consolidation, merger, conveyance, transfer, lease or other
disposition and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture, complies with this Indenture
and that all conditions precedent herein relating to such transaction or
transactions have been satisfied and (b) an Opinion of Counsel stating that
the requirements of Section 5.01(1) hereof have been complied with.

SECTION 5.02 SUCCESSOR PERSON SUBSTITUTED.

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

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ARTICLE VI
DEFAULTS AND REMEDIES

SECTION 6.01 EVENTS OF DEFAULT.

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

(1) the Company defaults in the payment of
interest on or any Additional Amounts with
respect to any Security of that series when
the same becomes due and payable and such
default continues for a period of 90 days;

(2) the Company defaults in the payment of (A)
the principal of any Security of that series
at its Maturity or (B) premium (if any) on
any Security of that series when the same
becomes due and payable;

(3) the Company defaults in the deposit of any
sinking fund payment, when and as due by the
terms of a Security of that series, and such
default continues for a period of 90 days;

(4) the Company fails to comply with any of its
other covenants or agreements in, or
provisions of, the Securities of such series
or this Indenture (other than an agreement,
covenant or provision that has expressly been
included in this Indenture solely for the
benefit of one or more series of Securities
other than that series) which shall not have
been remedied within the specified period
after written notice, as specified in the
last paragraph of this Section 6.01;

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

(A) commences a voluntary case,

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

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

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

(A) is for relief against the Company as debtor in an
involuntary case,

(B) appoints a Bankruptcy Custodian of the Company or a
Bankruptcy Custodian for all or substantially all of the property of
the Company, or

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

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

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

When a Default is cured, it ceases.

Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
"Conversion Event"), the Company will be entitled to satisfy its obligations
to Holders of the Securities by making such payment in Dollars in an amount
equal to the Dollar equivalent of the amount payable in such other currency,
as determined by the Company by reference to the Exchange Rate on the date of
such payment, or, if such rate is not then available, on the basis of the
most recently available Exchange Rate. Notwithstanding the foregoing
provisions of this Section 6.01, any payment made under such circumstances in
Dollars where the required payment is in a currency other than Dollars will
not constitute an Event of Default under this Indenture.

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Promptly after the occurrence of a Conversion Event with respect to
Securities of any series, the Company shall give written notice thereof to
the Trustee; and the Trustee, promptly after receipt of such notice, shall
give notice thereof in the manner provided in Section 11.02 to the Holders of
such series. Promptly after the making of any payment in Dollars as a result
of a Conversion Event with respect to Securities of any series, the Company
shall give notice in the manner provided in Section 11.02 to the Holders of
such series, setting forth the applicable Exchange Rate and describing the
calculation of such payments.

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

SECTION 6.02 ACCELERATION.

If an Event of Default with respect to any Securities of any series
at the time outstanding (other than an Event of Default specified in clause
(5) or (6) of Section 6.01) occurs and is continuing, the Trustee by notice
to the Company, or the Holders of at least 25% in principal amount of the
then outstanding Securities of the series affected by such default (or, in
the case of an Event of Default described in clause (4) of Section 6.01, if
outstanding Securities of other series are affected by such Default, then at
least 25% in principal amount of all of the then outstanding Securities so
affected) by notice to the Company and the Trustee, may declare the principal
of (or, if any such Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) and accrued and unpaid interest on all then outstanding Securities of
such series or of all series, as the case may be, to be due and payable.
Upon any such declaration the amounts due and payable on the Securities shall
be due and payable immediately. If an Event of Default specified in clause
(5) or (6) of Section 6.01 hereof occurs, such amounts shall IPSO FACTO
become and be immediately due and payable without any declaration, notice or
other act on the part of the Trustee or any Holder. The Holders of a
majority in principal amount of the then outstanding Securities of the series
affected by such default or all series, as the case may be, by written notice
to the Trustee may rescind an acceleration and its consequences (other than
nonpayment of principal of or premium or interest on or any Additional
Amounts with respect to the Securities) if the rescission would not conflict
with any judgment or decree and if all existing Events of Default with
respect to Securities of that series (or of all series, as the case may be)
have been cured or waived, except nonpayment of principal, premium, interest
or any Additional Amounts that has become due solely because of the
acceleration.

SECTION 6.03 OTHER REMEDIES.

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

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

SECTION 6.04 WAIVER OF EXISTING DEFAULTS.

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

SECTION 6.05 CONTROL BY MAJORITY.

With respect to Securities of any series, the Holders of a majority
in principal amount of the then outstanding Securities of such series may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 6.01, and with respect to all
Securities, the Holders of a majority in principal amount of all the then
outstanding Securities affected may direct in writing the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it not relating to or arising
under such an Event of Default. However, the Trustee may refuse to follow
any direction that conflicts with applicable law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of other Holders,
or that may involve the Trustee in personal liability; PROVIDED, HOWEVER,
that the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to
it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06 LIMITATIONS ON SUITS.

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

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

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

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

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

(5) during such 60-day period the Holders of a majority in principal
amount of the Securities of that series do not give the Trustee a direction
inconsistent with the request.

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

SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

SECTION 6.08 COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be
necessary or advisable to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company or its creditors or properties and shall
be entitled and empowered to collect, receive and distribute any

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money or other property payable or deliverable on any such claims and any
Bankruptcy Custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a lien on, and shall
be paid out of, any and all distributions, dividends, money, securities and
other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.

SECTION 6.10 PRIORITIES.

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

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

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

Third: to the Company.

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

To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Company in any court it is
necessary to convert the sum due in respect of the principal of, premium (if
any) or interest on or Additional Amounts with respect to the Securities of
any series (the "Required Currency") into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Business Day next preceding that on which final
judgment is given. Neither the Company nor the Trustee shall be liable for
any shortfall nor shall it benefit from any windfall in payments to Holders
of Securities under this Section 6.10 caused by a change in exchange rates
between the time the amount of a judgment against it is calculated as above
and the time the Trustee converts the Judgment Currency into the Required
Currency to make

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payments under this Section to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company on the claim or
claims underlying such judgment.

SECTION 6.11 UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted
by it as a trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders
of more than 10% in principal amount of the then outstanding Securities of
any series.

ARTICLE VII
TRUSTEE

SECTION 7.01 DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.02 RIGHTS OF TRUSTEE.

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

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

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

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

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

SECTION 7.03 MAY HOLD SECURITIES.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
of its Affiliates with the same rights

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it would have if it were not Trustee. Any Agent may do the same with like
rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 TRUSTEE'S DISCLAIMER.

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

SECTION 7.05 NOTICE OF DEFAULTS.

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

SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

Within 60 days after each May 15 of each year after the execution
of this Indenture, the Trustee shall mail to Holders of a series and the
Company a brief report dated as of such reporting date that complies with TIA
Section 313(a); PROVIDED, HOWEVER, that if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of
such series. The Trustee also shall comply with TIA Section 313(b). The
Trustee shall also transmit by mail all reports if and as required by TIA
Sections 313(c) and 313(d).

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

SECTION 7.07 COMPENSATION AND INDEMNITY.

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

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

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

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

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

SECTION 7.08 REPLACEMENT OF TRUSTEE.

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

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

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

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

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

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint

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

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

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

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

In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more (but not all) series shall execute and deliver an indenture supplemental
hereto in which each successor Trustee shall accept such appointment and that
(1) shall confer to each successor Trustee all the rights, powers and duties
of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee
and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, and each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Trustee. Upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. On request of the Company or any successor
Trustee,

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such retiring Trustee shall transfer to such successor Trustee all property
held by such retiring Trustee as Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

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

SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

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

In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate
of the Trustee shall have.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

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

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

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

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ARTICLE VIII
DISCHARGE OF INDENTURE

SECTION 8.01 TERMINATION OF COMPANY'S OBLIGATIONS.

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

(1) either

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

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

(i) have become due and payable, or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In order to have money available on a payment date to pay principal of
or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

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

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

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(2) unless otherwise specified with respect to Securities of such
series as contemplated by Section 2.01, the Company has delivered to the
Trustee an Opinion of Counsel from a nationally recognized counsel
acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
with respect to such legal defeasance, which opinion is based on (i) a
private ruling of the Internal Revenue Service addressed to the Company,
(ii) a published ruling of the Internal Revenue Service or (iii) a change
in the applicable federal income tax law (including regulations) after the
date of this Indenture;

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

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

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

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

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

SECTION 8.02 APPLICATION OF TRUST MONEY.

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

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SECTION 8.03 REPAYMENT TO COMPANY.

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

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

SECTION 8.04 REINSTATEMENT.

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

ARTICLE IX
SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

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

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

(2) to comply with Section 5.01;

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

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

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

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

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

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

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

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

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

Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and make any
further appropriate agreements and stipulations that may be therein contained.

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SECTION 9.02 WITH CONSENT OF HOLDERS.

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

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

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

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

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

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

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

(3) reduce the principal of or premium on, or change the Stated
Maturity of, any Security;

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

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

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

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

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

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

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

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

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

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

After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

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SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS.

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

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

After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (10) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

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

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

SECTION 9.06 TRUSTEE TO SIGN AMENDMENTS, ETC.

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

ARTICLE X
SUBORDINATION

SECTION 10.01 SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

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

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

SECTION 10.02 NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

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

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

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

SECTION 10.03 SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

Upon any distribution of assets of the Company or upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, in

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bankruptcy, insolvency, receivership or similar proceeding or upon assignment
for the benefit of creditors:

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

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

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

SECTION 10.04 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all Senior Indebtedness of the
Company as provided herein, the Holders of the Securities shall be subrogated
(to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this

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

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

SECTION 10.05 OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

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

SECTION 10.06 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
NOTICE.

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

SECTION 10.07 APPLICATION BY TRUSTEE OF AMOUNTS DEPOSITED WITH IT.

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

SECTION 10.08 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

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

SECTION 10.09 TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.

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

SECTION 10.10 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

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

SECTION 10.11 ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT.

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

SECTION 10.12 NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS.

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

SECTION 10.13 ARTICLE APPLICABLE TO PAYING AGENT.

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

ARTICLE XI
MISCELLANEOUS

SECTION 11.01 TRUST INDENTURE ACT CONTROLS.

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

SECTION 11.02 NOTICES.

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

If to the Company:

Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
Attention: Gerald A. Morton, Vice President-Law and Corporate
Secretary

If to the Trustee:

State Street Bank and Trust Company
Two International Place, 4th Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Department

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

All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by

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<PAGE>

facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

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

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

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

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

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

SECTION 11.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

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SECTION 11.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

(1) a statement that the Person making such certificate or opinion
has read such covenant or condition;

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

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

(4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.

SECTION 11.06 RULES BY TRUSTEE AND AGENTS.

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

SECTION 11.07 LEGAL HOLIDAYS.

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

SECTION 11.08 NO RECOURSE AGAINST OTHERS.

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

SECTION 11.09 GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

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YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO
THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.11 SUCCESSORS.

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

SECTION 11.12 SEVERABILITY.

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

SECTION 11.13 COUNTERPART ORIGINALS.

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

SECTION 11.14 TABLE OF CONTENTS, HEADINGS, ETC.

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

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

POGO PRODUCING COMPANY

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

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EXHIBIT 4.3

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

POGO PRODUCING COMPANY

AND

WILMINGTON TRUST COMPANY

AS TRUSTEE

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

JUNIOR SUBORDINATED INDENTURE

DATED AS OF [_______, _____]

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

JUNIOR SUBORDINATED DEBENTURES

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

<PAGE>

TABLE OF CONTENTS

-------------
PAGE

ARTICLE 1
DEFINITIONS

SECTION 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE 2
ISSUE, DESCRIPTION, TERMS, EXECUTION
REGISTRATION AND EXCHANGE OF DEBENTURES

SECTION 2.01. DESIGNATION, TERMS, AMOUNT, AUTHENTICATION AND DELIVERY OF
DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 2.02. FORM OF DEBENTURE AND TRUSTEE'S CERTIFICATE . . . . . . . . . 12
SECTION 2.03. DATE AND DENOMINATIONS OF DEBENTURES AND PROVISIONS FOR
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. . . . . . . . . . 12
SECTION 2.04. EXECUTION OF DEBENTURES . . . . . . . . . . . . . . . . . . . 14
SECTION 2.05. EXCHANGE OF DEBENTURES. . . . . . . . . . . . . . . . . . . . 15
SECTION 2.06. TEMPORARY DEBENTURES. . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES . . . . . . . 17
SECTION 2.08. CANCELLATION OF SURRENDERED DEBENTURES. . . . . . . . . . . . 18
SECTION 2.09. PROVISIONS OF INDENTURE AND DEBENTURES FOR SOLE BENEFIT OF
PARTIES AND DEBENTUREHOLDERS. . . . . . . . . . . . . . . . . 18
SECTION 2.10. APPOINTMENT OF AUTHENTICATING AGENT . . . . . . . . . . . . . 18
SECTION 2.11. GLOBAL DEBENTURES . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.12. CUSIP NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 3
REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01. REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.02. NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.03. PAYMENT UPON REDEMPTION . . . . . . . . . . . . . . . . . . . 22
SECTION 3.04. SINKING FUNDS FOR DEBENTURES. . . . . . . . . . . . . . . . . 23
SECTION 3.05. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES . . . . 23
SECTION 3.06. REDEMPTION OF DEBENTURES FOR SINKING FUND . . . . . . . . . . 23

ARTICLE 4
PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. PAYMENT OF PRINCIPAL OF (AND PREMIUM, IF ANY) AND INTEREST
ON DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . 24

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PAGE

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENT FOR PAYMENT OF DEBENTURES,
DESIGNATION OF OFFICE OR AGENCY FOR PAYMENT, REGISTRATION,
TRANSFER AND EXCHANGE OF DEBENTURES . . . . . . . . . . . . . 24
SECTION 4.03. DUTIES OF PAYING AGENT; COMPANY AS PAYMENT AGENT; AND
HOLDING SUMS IN TRUST . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.04. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE. . . . . . . 25

ARTICLE 5
DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF DEBENTUREHOLDERS . . . . . . . . . . . . . . . . 26
SECTION 5.02. TRUSTEE TO PRESERVE INFORMATION AS TO NAMES AND ADDRESSES OF
DEBENTUREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.03. ANNUAL AND OTHER REPORTS TO BE FILED BY COMPANY WITH THE
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.04. TRUSTEE TO TRANSMIT ANNUAL REPORT TO DEBENTUREHOLDERS . . . . 28

ARTICLE 6
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

SECTION 6.01. EVENTS OF DEFAULT DEFINED . . . . . . . . . . . . . . . . . . 29
SECTION 6.02. COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON
DEBENTURES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL
(AND PREMIUMS, IF ANY). . . . . . . . . . . . . . . . . . . . 31
SECTION 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. . . . . . . . . . 33
SECTION 6.04. LIMITATION ON SUITS BY HOLDERS OF DEBENTURES. . . . . . . . . 34
SECTION 6.05. REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF
RIGHTS NOT WAIVER OF DEFAULT. . . . . . . . . . . . . . . . . 34
SECTION 6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF
DEBENTURES TO DIRECT TRUSTEE AND TO WAIVE DEFAULTS. . . . . . 35
SECTION 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES . . . . . . . . . . . . . . 35
SECTION 6.08. REQUIREMENTS OF AN UNDERTAKING TO PAY COSTS IN CERTAIN
SUITS UNDER INDENTURE OR AGAINST TRUSTEE. . . . . . . . . . . 36

ARTICLE 7
CONCERNING THE TRUSTEE

SECTION 7.01. UPON EVENT OF DEFAULT OCCURRING AND CONTINUING, TRUSTEE
SHALL EXERCISE POWERS VESTED IN IT, AND USE SAME DEGREE OF
CARE AND SKILL IN THEIR EXERCISE, AS PRUDENT INDIVIDUAL
WOULD USE . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.02. CERTAIN RIGHTS OF THE TRUSTEE . . . . . . . . . . . . . . . . 38
SECTION 7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN
DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . 40

<PAGE>

PAGE

SECTION 7.04. TRUSTEE, PAYING AGENT OR DEBENTURE REGISTRAR MAY OWN
DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST WITHOUT
INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.06. TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON CERTIFICATE OF OFFICERS OF
COMPANY WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED . . . 41
SECTION 7.08. DISQUALIFICATION; CONFLICTING INTERESTS . . . . . . . . . . . 41
SECTION 7.09. REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE . . . . . . . . . . . 41
SECTION 7.10. RESIGNATION OF TRUSTEE AND APPOINTMENT OF SUCCESSOR . . . . . 42
SECTION 7.11. ACCEPTANCE BY SUCCESSOR TO TRUSTEE. . . . . . . . . . . . . . 43
SECTION 7.12. SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR SUCCESSION
TO BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY . . . . 45

ARTICLE 8
CONCERNING THE DEBENTURES

SECTION 8.01. EVIDENCE OF ACTION BY DEBENTUREHOLDERS. . . . . . . . . . . . 45
SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.03. WHO MAY BE DEEMED OWNERS OF DEBENTURES. . . . . . . . . . . . 46
SECTION 8.04. DEBENTURES OWNED BY THE COMPANY OR CONTROLLED OR CONTROLLING
COMPANIES DISREGARDED FOR CERTAIN PURPOSES. . . . . . . . . . 46
SECTION 8.05. INSTRUMENTS EXECUTED BY DEBENTUREHOLDERS BIND FUTURE
HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED
INTO WITHOUT CONSENT OF DEBENTUREHOLDERS. . . . . . . . . . . 47
SECTION 9.02. MODIFICATION OF INDENTURE WITH CONSENT OF DEBENTUREHOLDERS. . 49
SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . 50
SECTION 9.04. DEBENTURES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.05. OPINION OF COUNSEL. . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 10
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. . . . . . . . 51
SECTION 10.02. SUCCESSOR CORPORATION SUBSTITUTED . . . . . . . . . . . . . . 51
SECTION 10.03. OPINION OF COUNSEL. . . . . . . . . . . . . . . . . . . . . . 51

iii
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PAGE

ARTICLE 11
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 11.01. SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . . . . . 52
SECTION 11.02. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 11.03. REPAYMENT OF MONEYS HELD BY THE PAYING AGENT. . . . . . . . . 54
SECTION 11.04. REPAYMENT OF MONEYS HELD BY THE TRUSTEE . . . . . . . . . . . 54
SECTION 11.05. INDEMNIFICATION RELATING TO GOVERNMENTAL OBLIGATIONS. . . . . 55

ARTICLE 12
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. . . . . . . . . . . 55

ARTICLE 13
MISCELLANEOUS PROVISIONS

SECTION 13.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. . . . . 56
SECTION 13.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR COMPANY
VALID . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 13.03. SURRENDER OF POWERS OF THE COMPANY. . . . . . . . . . . . . . 56
SECTION 13.04. REQUIRED NOTICES OR DEMANDS MAY BE SERVED BY MAIL . . . . . . 56
SECTION 13.05. INDENTURE AND DEBENTURES TO BE CONSTRUED IN ACCORDANCE WITH
LAWS OF THE STATE OF NEW YORK . . . . . . . . . . . . . . . . 56
SECTION 13.06. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE FURNISHED
UPON APPLICATION OR DEMANDS BY COMPANY; STATEMENTS TO BE
INCLUDED IN EACH CERTIFICATE OR OPINION WITH RESPECT TO
COMPLIANCE WITH CONDITION OR COVENANT . . . . . . . . . . . . 56
SECTION 13.07. PAYMENTS DUE ON SUNDAYS OR HOLIDAYS . . . . . . . . . . . . . 57
SECTION 13.08. PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 13.09. INDENTURE MAY BE EXECUTED BY ITS COUNTERPARTS . . . . . . . . 57
SECTION 13.10. SEPARABILITY OF INDENTURE PROVISIONS. . . . . . . . . . . . . 57
SECTION 13.11. ASSIGNMENT BY COMPANY TO A SUBSIDIARY OR AFFILIATE. . . . . . 58
SECTION 13.12. HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES
OF THE INDENTURE; HOLDERS OF PREFERRED SECURITIES MAY
INSTITUTE LEGAL PROCEEDINGS AGAINST THE COMPANY IN CERTAIN
CASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 14
SUBORDINATION OF DEBENTURES

SECTION 14.01. AGREEMENT TO SUBORDINATE. . . . . . . . . . . . . . . . . . . 58
SECTION 14.02. DEFAULT ON SENIOR DEBT. . . . . . . . . . . . . . . . . . . . 59

<PAGE>

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SECTION 14.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY. . . . . . . . . . . . . 59
SECTION 14.04. SUBROGATION OF DEBENTURES . . . . . . . . . . . . . . . . . . 61
SECTION 14.05. AUTHORIZATION BY DEBENTUREHOLDERS . . . . . . . . . . . . . . 62
SECTION 14.06. NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 14.07. TRUSTEE'S RELATION TO SENIOR DEBT . . . . . . . . . . . . . . 62
SECTION 14.08. NO IMPAIRMENT TO SUBORDINATION. . . . . . . . . . . . . . . . 63
SECTION 14.09. ARTICLE APPLICABLE TO PAYING AGENTS . . . . . . . . . . . . . 63
SECTION 14.10. TRUST MONEYS NOT SUBORDINATED . . . . . . . . . . . . . . . . 64

<PAGE>

THIS SUBORDINATED INDENTURE is dated as of the [____] day of [___________,
_____], between Pogo Producing Company, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter sometimes referred
to as the "Company"), and Wilmington Trust Company, a Delaware banking
corporation, as Trustee (hereinafter sometimes referred to as the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has fully
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured junior subordinated debentures (hereinafter referred to as
the "Debentures"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series in accordance with the terms of this
Indenture, as registered Debentures without coupons, to be authenticated by the
certificate of the Trustee;

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

WHEREAS, the Debentures and the certificate of authentication to be borne
by the Debentures (the "Certificate of Authentication") are to be substantially
in such forms as may be approved by the Board of Directors (as defined below) or
set forth in any indenture supplemental to this Indenture;

AND WHEREAS, all acts and things necessary to make the Debentures issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee in accordance with the terms of this Indenture, the valid, binding
and legal obligations of the Company, and to constitute a valid indenture and
agreement according to its terms, have been done and performed or will be done
and performed prior to the issuance of such Debentures, and the execution of
this Indenture has been and the issuance hereunder of the Debentures has been or
will be prior to issuance in all respects duly authorized, and the Company, in
the exercise of the legal right and power in it vested, executes this Indenture
and proposes to make, execute, issue and deliver the Debentures;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Debentures
are and are to be authenticated, issued and delivered, and in consideration of
the premises and of the acquisition and acceptance of the Debentures by the
holders thereof, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit (subject to the provisions of this Indenture) of
the respective holders from time to time of the Debentures, without any
discrimination, preference or priority of any one Debenture over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

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ARTICLE 1

DEFINITIONS

SECTION 1.01. DEFINITIONS. The terms defined in this Section (except as in
this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any resolution of the Board of
Directors of the Company and of any indenture supplemental hereof shall have the
respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended, or
which are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
instrument.

"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of this definition, beneficial ownership of 10% or more of the voting
common equity (on a fully diluted basis) or options or warrants to purchase such
equity (but only if exercisable at the date of determination or within 60 days
thereof) of a Person shall be deemed to constitute control of such Person. No
Person shall be deemed an Affiliate of an oil and gas royalty trust solely by
virtue of ownership of units of beneficial interest in such trust.

"Authenticating Agent" means an authenticating agent with respect to all or
any of the series of Debentures, as the case may be, appointed with respect to
all or any series of the Debentures, as the case may be, by the Trustee pursuant
to Section 2.10.

"Board of Directors" means the Board of Directors of the Company, or any
committee of such Board duly authorized to act hereunder.

"Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Company to have been adopted or
consented to by the Board of Directors and to be in full force and effect, and
delivered to the Trustee.

"Business Day", with respect to any series of Debentures, means any day
other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the Borough of Manhattan, The City and State of New York,
Wilmington, Delaware or Houston, Texas are authorized or obligated by law or
executive order to close.

"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents in the equity
interests (however designated)

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in such Person, and any rights (other than debt securities convertible into an
equity interest), warrants or options exercisable for, exchangeable for or
convertible into such an equity interest in such Person.

"Certificate" means a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section
13.06.

"Common Securities" means the common undivided beneficial interests in the
assets of the applicable Trust.

"Company" means Pogo Producing Company, a corporation duly organized and
existing under the laws of the State of Delaware, and, subject to the provisions
of Article 10, shall also include its successors and assigns.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of the execution of this Indenture is located at
1100 North Market Street, Wilmington, Delaware 19810, Attention: Corporate Trust
Administration.

"Debenture" or "Debentures" means any Debenture or Debentures, as the case
may be, authenticated and delivered under this Indenture.

"Debenture Register" has the meaning assigned in Section 2.05(b).

"Debenture Registrar" has the meaning assigned in Section 2.05(b).

"Debentureholder", "holder of Debentures", "registered holder", or other
similar term, means the person or persons in whose name or names a particular
Debenture shall be registered in the Debenture Register.

"Debt" means, with respect to any Person at any date of determination
(without duplication), (i) all indebtedness of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (iii) all obligations of such
Person in respect of letters of credit or bankers' acceptances or other similar
instruments (or reimbursement obligations thereto) issued on the account of such
person, (iv) all obligations of such person to pay the deferred purchase price
of property or services, except Trade Payables, (v) all obligations of such
Person as lessee under capitalized leases, (vi) all Debt of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such
Person; PROVIDED that, for purposes of determining the amount of any Debt of the
type described in this clause (vi), if recourse with respect to such Debt is
limited to such asset, the amount of such Debt shall be limited to the lesser of
the fair market value of such asset or the amount of such Debt, (vii) all Debt
of others Guaranteed by such Person to the extent such Debt is

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Guaranteed by such Person, and (viii) to the extent not otherwise included in
this definition, all obligations of such Person for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity prices, forward contracts, options, swaps, collars and similar
arrangements.

"Declaration of Trust" means the Amended and Restated Declaration of Trust
of a Trust, if any, specified in the applicable Board Resolution or supplemental
indenture establishing a particular series of Debentures pursuant to Section
2.01 hereof.

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

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

"Event of Default", with respect to Debentures of a particular series means
any event specified in Section 6.01(a), continued for the period of time, if
any, and the giving of the notice, if any, therein designated.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Global Debenture" means, with respect to any series of Debentures, a
Debenture in the form prescribed by Section 2.11 executed by the Company and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.

"Governmental Obligations" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, 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) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such 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 Governmental Obligation or the specific payment of

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principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt or other obligation of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Debt of other obligation of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in
part); PROVIDED that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

"Indenture" means this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented.

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

"Lien" means, with respect to any property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
property. For purposes of this Indenture, the Company shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property.

"Officers' Certificate" means a certificate signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Controller
or an Assistant Controller or the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 13.06, if and to the extent required by the
provisions thereof.

"Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be counsel for the Company, a Trust or the Trustee, which may be an
employee of the Company but not an employee of a Trust or the Trustee, and who
shall be reasonably acceptable to the Trustee. Each such opinion shall include
the statements provided for in Section 13.06, if and to the extent required by
the provisions thereof.

"Outstanding", when used with reference to Debentures of any series,
subject to the provisions of Section 8.01, means, as of any particular time, all
Debentures of that

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series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Debentures theretofore cancelled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or which have previously been cancelled; (b) Debentures or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust for the holders of such Debentures by the Company (if the
Company shall act as its own paying agent); PROVIDED, HOWEVER, that if such
Debentures or portions of such Debentures are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
3 provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; (c) Debentures paid pursuant to Section 2.07; and (d)
Debentures in lieu of or in substitution for which other Debentures shall have
been authenticated and delivered pursuant to the terms of Section 2.07;
PROVIDED, HOWEVER, that in determining whether the holders of the requisite
principal amount of Outstanding Debentures are present at a meeting of holders
of Debentures for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment or
modification hereunder, Debentures held for the account of the Company, any of
its Subsidiaries or any of its Affiliates shall be disregarded and deemed not to
be Outstanding, except that in determining whether the Trustee shall be
protected in making such a determination or relying upon any such quorum,
consent or vote, only Debentures which the Trustee actually knows to be so owned
shall be so disregarded.

"Person" means any individual, corporation, estate, partnership, limited
liability company, 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 Debentures of any series,
means the place or places where the principal of and any premium and interest on
the Debentures of that series are payable as specified as contemplated by
Section 2.01.

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

"Preferred Securities" means the preferred undivided beneficial interests
in the assets of the applicable Trust.

"Property Trustee" means the entity performing the function of the Property
Trustee under the applicable Declaration of Trust of a Trust.

"Responsible Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president,

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assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such Person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Exchange" when used with respect to the Debentures of any series
which are held as trust assets of a Trust pursuant to the Declaration of Trust
of such Trust, means the distribution of the Debentures of such series by such
Trust in exchange for the Preferred Securities and Common Securities of such
Trust in dissolution of such Trust pursuant to the Declaration of Trust of such
Trust.

"Senior Debt" means the principal of (and premium, if any) and interest on
all Debt of the Company whether created, incurred or assumed before, on or after
the date of this Indenture; PROVIDED that such Senior Debt shall not include (i)
Debt of the Company that, when incurred and without respect to any election
under Section 1111(b) of Title 11, U.S. Code, was without recourse, and (ii) any
other Debt of the Company which by the terms of the instrument creating or
evidencing the same is specifically designated as being subordinated to or PARI
PASSU with the Debentures, and in particular the Debentures shall rank PARI
PASSU with all other debt securities and guarantees issued to any trust,
partnership or other entity affiliated with the Company which is a financing
vehicle of the Company in connection with an issuance of securities by such
financing entity, which securities are substantially similar to the Preferred
Securities.

"Subsidiary" means, with respect to any Person, a corporation, partnership,
limited liability company, association or other business entity a majority of
whose Voting Stock is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof. For purposes of the foregoing definition, an arrangement
by which a Person who owns an interest in an oil and gas property is subject to
a joint operating agreement, processing agreement, net profits interest,
overriding royalty interest, farmout agreement, development agreement, area of
mutual interest agreement, joint bidding agreement, unitization agreement,
pooling arrangement or other similar agreement or arrangement shall not, in and
of itself, be considered a Subsidiary.

"Trade Payables" means, with respect to any Person, any accounts payable or
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services.

"Trust" means any statutory business trust created under the laws of the
State of Delaware by the Company, as sponsor, as specified in the applicable
Board Resolution or

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supplemental indenture establishing a particular series of Debentures pursuant
to Section 2.01 hereof.

"Trustee" means Wilmington Trust Company, a Delaware banking corporation,
and, subject to the provisions of Article 7, shall also include its successors
and assigns, and, if at any time there is more than one person acting in such
capacity hereunder, "Trustee" shall mean each such person. The term "Trustee" as
used with respect to a particular series of the Debentures shall mean the
trustee with respect to that series.

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

"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote in the election of the board of directors, managers or
trustees of any Person (irrespective of whether or not, at the time, Capital
Stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

ARTICLE 2
ISSUE, DESCRIPTION, TERMS, EXECUTION REGISTRATION AND EXCHANGE OF
DEBENTURES

SECTION 2.01. DESIGNATION, TERMS, AMOUNT, AUTHENTICATION AND DELIVERY OF
DEBENTURES. The aggregate principal amount of Debentures which may be
authenticated and delivered under this Indenture is unlimited.

The Debentures may be issued in one or more series up to the aggregate
principal amount of Debentures of that series from time to time authorized by or
pursuant to a Board Resolution or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Debentures of a particular
series. Prior to the initial issuance of Debentures of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto:

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

(2) any limit upon the aggregate principal amount of the Debentures
of that series which may be authenticated and delivered under this
Indenture (except for Debentures authenticated and delivered upon
registration of,

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transfer of, or in exchange for, or in lieu of, other Debentures of
that series);

(3) the date or dates on which the principal of the Debentures of the
series is payable and the right to shorten, extend or defer such date
or dates;

(4) the rate or rates at which the Debentures of the series shall
bear interest or the manner of calculation of such rate or rates, if
any;

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

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

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

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

(9) any exchangeability, conversion or prepayment provisions of the
Debentures;

(10) the form of the Debentures of the series including the form of
the Certificate of Authentication for such series;

(11) if other than denominations of $25 or any integral multiple
thereof, the denominations in which the Debentures of the series shall
be issuable;

(12) whether the Debentures are issuable as one or more Global
Debentures and, in such case, the identity of the Depositary for such
series, the form of any legend or legends which shall be borne by any
such Global Debentures in addition to or in lieu of that set forth in
Section 2.11 and any

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circumstances in addition to or in lieu of those set forth in Section
2.11 in which any such Global Debentures may be exchanged in whole or
in part for Debentures registered, and any transfer of such Global
Debentures in whole or in part may be registered, in the name or names
of Persons other than the Depositary for such Global Debentures or a
nominee thereof;

(13) if the Debentures of such series are to be deposited as trust
assets in a Pogo Trust the name of the applicable Pogo Trust (which
shall distinguish such statutory business trust from all other Pogo
Trusts) into which the Debentures of such series are to be deposited
as trust assets and the date of its Declaration of Trust;

(14) the place or places where the principal of (and premium, if any)
and interest on the Debentures of such series shall be payable, the
place or places where the Debentures of such series may be presented
for registration of transfer or exchange, and the place or places
where notices and demands to or upon the Company in respect of the
Debentures of such series may be made;

(15) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Debentures of the series shall be
payable, or in which the Debentures of the series shall be
denominated;

(16) the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Company set forth herein with respect
to the Debentures of such series;

(17) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable
upon declaration of acceleration of the maturity thereof;

(18) the additions or changes, if any, to this Indenture with respect
to the Debentures of such series as shall be necessary to permit or
facilitate the issuance of the Debentures of such series in bearer
form, registrable or not registrable as to principal, and with or
without interest coupons;

(19) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Debentures of such series or
the manner in which such amounts will be determined;

(20) the appointment of any paying agent or agents for the Debentures
of such series;

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(21) the relative degree, if any, to which the Debentures of such
series shall be senior to or be subordinated to other series of
Debentures in right of payment, whether such other series of
Debentures are Outstanding or not; and

(22) any and all other terms with respect to the Debentures of such
series (and any terms which may be required by or advisable under
applicable laws or regulations not inconsistent with the terms of this
Indenture).

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

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

SECTION 2.02. FORM OF DEBENTURE AND TRUSTEE'S CERTIFICATE. The
Debentures of any series and the Trustee's certificate of authentication to
be borne by such Debentures shall be substantially of the tenor and purport
as set forth in one or more indentures supplemental hereto or as provided in
a Board Resolution and as set forth in an Officers' Certificate, and may have
such letters, numbers or other marks of identification or designation and
such legends or endorsements typewritten, printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange or automated quotation system on which
Debentures of that series may be listed or traded, or to conform to usage.

SECTION 2.03. DATE AND DENOMINATIONS OF DEBENTURES AND PROVISIONS FOR
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Debentures shall be issuable as
registered Debentures and in the denominations of $25 or any integral multiple
thereof, subject to Section 2.01(11). The Debentures of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Debentures of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall, subject to Section 2.01(8) and (15), be payable in the coin or
currency of the United States of America which at the time is legal tender for
public and private debt, at Place of Payment. Each Debenture shall be dated the
date of its authentication. Interest on the Debentures shall be computed on the
basis of a 360-day year composed of twelve 30-day months, subject to Section
2.01(5).

The interest installment on any Debenture which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Debentures of that series shall be

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

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

(1) The Company may make payment of any Defaulted Interest on
Debentures to the persons in whose names such Debentures (or their
respective Predecessor Debentures) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of
the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such special record date
and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage
prepaid, to each Debentureholder at his or her address as it appears
in the Debenture Register, not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest
and the special record date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the persons in whose names
such Debentures (or their Predecessor Debentures) are registered on
such special record date and shall be no longer payable pursuant to
the following clause (2).

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

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

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

SECTION 2.04. EXECUTION OF DEBENTURES. The Debentures shall, subject to the
provisions of Section 2.06, be printed on steel engraved borders or fully or
partially engraved, or legibly typed, as the proper officers of the Company may
determine, and shall be signed on behalf of the Company by the Chairman or Vice
Chairman of its Board of Directors or its Chief Executive Officer, President or
one of its Vice Presidents, under its corporate seal attested by its Secretary
or one of its Assistant Secretaries. The signature of the Chairman, Vice
Chairman, Chief Executive Officer, President or a Vice President and/or the
signature of the Secretary or an Assistant Secretary in attestation of the
corporate seal, upon the Debentures, may be in the form of a manual or facsimile
signature and may be imprinted or otherwise reproduced on the Debentures and for
that purpose the Company may use the manual or facsimile signature of any person
who shall have been a Chairman, Vice Chairman, Chief Executive Officer,
President or Vice President, or of any person who shall have been a Secretary or
Assistant Secretary, notwithstanding the fact that at the time the Debentures
shall be authenticated and delivered or disposed of such person shall have
ceased to be the Chairman, Vice Chairman, President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company, as the case may be. The
seal of the Company may be in the form of a facsimile of the seal of the Company
and may be impressed, affixed, imprinted or otherwise reproduced on the
Debentures.

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Only such Debentures as shall bear thereon a Certificate of Authentication
substantially in the form established for such Debentures, executed manually by
an authorized signatory of the Trustee, or by any Authenticating Agent with
respect to such Debentures, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate executed by the
Trustee, or by any Authenticating Agent appointed by the Trustee with respect to
such Debentures, upon any Debenture executed by the Company shall be conclusive
evidence that the Debenture so authenticated has been duly authenticated and
made available for delivery hereunder and that the holder is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Debenture
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Debenture to the Trustee for
cancellation as provided in Section 2.08, for all purposes of this Indenture
such Debenture shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debentures of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Debentures, signed by its
President or any Vice President and its Treasurer or any Assistant Treasurer,
and the Trustee in accordance with such written order shall authenticate and
make available for delivery such Debentures. Each Debenture shall be dated the
date of its authentication by the Trustee.

In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

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

SECTION 2.05. EXCHANGE OF DEBENTURES. (a) Debentures of any series may be
exchanged upon presentation thereof at a Place of Payment, for other Debentures
of such series of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Debentures so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall make available for delivery
in exchange therefor the Debenture or Debentures of the same series which the
Debentureholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

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(b) The Company shall keep, or cause to be kept, at the Corporate Trust
Office of the Trustee (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment is herein sometimes
collectively referred to as the "Debenture Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall register the
Debentures and the transfers of Debentures as in this Article provided and which
at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Debentures and transfer of Debentures
as herein provided shall be appointed by the Company (the "Debenture
Registrar"). The initial Debenture Registrar shall be the Trustee.

Upon surrender for transfer of any Debenture at the office or agency of the
Company in a Place of Payment, the Company shall execute and the Trustee shall
authenticate and deliver, in the name of the transferee or transferees, one or
more new Debentures of the same series as the Debenture presented, of any
authorized denominations and of like tenor and aggregate principal amount.

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

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

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

SECTION 2.06. TEMPORARY DEBENTURES. Pending the preparation of definitive
Debentures of any series, the Company may execute, and the Trustee shall
authenticate and make available for delivery, temporary Debentures (printed,
lithographed or typewritten) of any authorized denomination, and substantially
in the form of the definitive Debentures in lieu of which they are issued, but
with such omissions, insertions and variations as may be appropriate for
temporary Debentures, all as may be determined by the Company. Every temporary
Debenture of any series shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Debentures of such series. Without
unnecessary delay the Company will execute and will furnish definitive
Debentures of such series and thereupon any or all temporary Debentures of such

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series may be surrendered in exchange therefor (without charge to the holders),
at a Place of Payment, and upon receipt of a written order of the Company signed
by its President or any Vice President and its Treasurer or any Assistant
Treasurer, the Trustee shall authenticate and deliver in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures of such series, unless the Company advises the Trustee to the effect
that definitive Debentures need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Debentures of such
series shall be entitled to the same benefits under this Indenture as definitive
Debentures of such series authenticated and delivered hereunder.

SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES. In case any
temporary or definitive Debenture shall become mutilated or be destroyed, lost
or stolen, the Company (subject to the next succeeding sentence) shall execute,
and upon its written request the Trustee (subject as aforesaid) shall
authenticate and make available for delivery, a new Debenture of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Debenture, or in lieu of and in substitution for the Debenture
so destroyed, lost or stolen. In every case the applicant for a substituted
Debenture shall furnish to the Company 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 Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Debenture and of the ownership
thereof. The Trustee may authenticate any such substituted Debenture and make
available for delivery the same upon the written request or authorization of any
officer of the Company. Upon the issuance of any substituted Debenture, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Debenture which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and to the Trustee such security
or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.

Every Debenture issued pursuant to the provisions of this Section in
substitution for any Debenture which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Debenture shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Debentures of
the same series duly issued hereunder. All Debentures shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of

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mutilated, destroyed, lost or stolen Debentures, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

SECTION 2.08. CANCELLATION OF SURRENDERED DEBENTURES. All Debentures
surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent, be delivered
to the Trustee for cancellation, or, if surrendered to the Trustee, shall be
cancelled by it, and no Debentures shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. On
written request of the Company, the Trustee shall deliver to the Company
cancelled Debentures held by the Trustee. If the Company shall otherwise acquire
any of the Debentures, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debentures
unless and until the same are delivered to the Trustee for cancellation.

SECTION 2.09. PROVISIONS OF INDENTURE AND DEBENTURES FOR SOLE BENEFIT OF
PARTIES AND DEBENTUREHOLDERS. Nothing in this Indenture or in the Debentures,
express or implied, shall give or be construed to give to any Person, other than
the parties hereto and the holders of the Debentures, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Debentures.

SECTION 2.10. APPOINTMENT OF AUTHENTICATING AGENT. So long as any of the
Debentures of any series remain outstanding there may be an Authenticating Agent
for any or all such series of Debentures which the Trustee shall have the right
to appoint. Said Authenticating Agent shall be authorized to act on behalf of
the Trustee to authenticate Debentures of such series issued upon exchange,
transfer or partial redemption thereof, and Debentures so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Debentures by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series
except for authentication upon original issuance or pursuant to Section 2.07
hereof. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation which has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to conduct a trust
business, and which is otherwise authorized under such laws to conduct such
business and is subject to supervision or examination by Federal or State
authorities. If at any time any Authenticating Agent shall cease to be eligible
in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by

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

SECTION 2.11. GLOBAL DEBENTURES. (a) If the Company shall establish
pursuant to Section 2.01 that the Debentures of a particular series are to be
issued as one or more Global Debentures, then the Company shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or
more Global Debentures which (i) shall represent, and shall be denominated in an
aggregate amount equal to the aggregate principal amount of, all of the
Outstanding Debentures of such series, (ii) shall be registered in the name of
the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear,
subject to Section 2.01(12), a legend substantially to the following effect:
"Except as otherwise provided in Section 2.11 of the Indenture, this Debenture
may be transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary."

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

(c) If at any time the Depositary for a series of Debentures notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or if at any time the Depositary for such series shall no longer be registered
or in good standing under the Exchange Act, or other applicable statute or
regulation and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Debentures of such series and the Company will execute, and
subject to Section 2.05, the Trustee will authenticate and make available for
delivery Debentures of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Debentures of such series in exchange for
such Global Debentures. In addition, the Company may at any time determine that
the Debentures of any series shall no longer be represented by one or more
Global Debentures and that the provisions of this Section 2.11 shall no longer
apply to the Debentures of such series. In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver Debentures of such series in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Debentures of such series in exchange for such
Global Debentures.

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Upon the exchange of the Global Debentures for such Debentures in definitive
registered form without coupons, in authorized denominations, the Global
Debentures shall be cancelled by the Trustee. Such Debentures in definitive
registered form issued in exchange for the Global Debentures pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debentures to the Depositary for delivery to the persons in
whose name such Debentures are so registered.

(d) Debentures distributed to holders of Global Certificates (as defined in
the applicable Declaration of Trust) upon the dissolution of the applicable
Trust shall be distributed in the form of one or more Global Debentures
registered in the name of the Depositary or its nominee, and deposited with the
Debenture Registrar, as custodian for the Depositary, or with such Depositary,
for credit by the Depositary to the respective accounts of the beneficial owners
of the Debentures represented thereby (or such other accounts as they may
direct). Prior to the distribution of Debentures to holders of Global
Certificates upon the dissolution of the applicable Trust, the Company shall
designate the Depositary in writing to the Trustee. Debentures distributed to
holders of Certificates (as defined in the applicable Declaration of Trust),
other than Global Certificates, upon the dissolution of the applicable Trust
shall not be issued in the form of a Global Debenture or any other form intended
to facilitate book-entry trading in beneficial interests in such Debentures.

(e) The Depositary or its nominee, as the registered owner of a Global
Debenture, shall be the holder of such Global Debenture for all purposes under
this Indenture and the Debentures, and owners of beneficial interests in a
Global Debenture shall hold such interests pursuant to the applicable procedures
of the Depositary. Accordingly, any such owner's beneficial interest in a
Global Debenture shall be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee or
its participants. None of the Company, the Trustee or the Debenture Registrar
shall have any liability in respect of any transfer effected by the Depositary.

(f) The rights of owners of beneficial interests in a Global Debenture
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its participants.

SECTION 2.12. CUSIP NUMBERS. The Company in issuing the Debentures may use
"CUSIP" numbers, and the Trustee shall use such CUSIP numbers in notices of
redemption or exchange as a convenience to Debentureholders and no
representation shall be made as to the correctness of such numbers either as
printed on the Debentures or as contained in any notice of redemption or
exchange.

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ARTICLE 3
REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01. REDEMPTION. The Company may redeem the Debentures of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.

SECTION 3.02. NOTICE OF REDEMPTION. (a) In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion
of the Debentures of any series in accordance with the right reserved so to
do, it shall give notice of such redemption to the Trustee at least 45 days
in advance of the date fixed for redemption. The Trustee shall then notify
holders of the Debentures of such series who are to be redeemed by mailing,
first class postage prepaid, by a notice of such redemption not less than 30
days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Debenture Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Debenture of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debentures of
such series or any other series. In the case of any redemption of Debentures
prior to the expiration of any restriction on such redemption provided in the
terms of such Debentures or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
any such restriction.

Each such notice of redemption shall identify the Debentures to be redeemed
(including CUSIP number) and shall specify:(i) the date fixed for
redemption,(ii) the redemption price at which Debentures of that series are to
be redeemed,(iii) the place or places where Debentures are to be surrendered for
payment of the redemption price,(iv) that payment of the redemption price will
be made upon presentation and surrender of such Debentures at such place or
places,(v) that interest accrued to the date fixed for redemption will be paid
as specified in said notice,(vi) that from and after said date interest will
cease to accrue and (vii) that the redemption is for a sinking fund, if such is
the case. If less than all the Debentures of a series are to be redeemed, the
notice to the holders of Debentures of that series to be redeemed in whole or in
part shall specify the particular Debentures to be so redeemed. In case any
Debenture is to be redeemed in part only, the notice which relates to such
Debenture 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 Debenture, a new Debenture or Debentures of such series in principal
amount equal to the unredeemed portion thereof will be issued.

(b) In the event of a partial redemption of a series of Debentures, the
Company shall give the Trustee at least 45 days' notice in advance of the date
fixed for redemption as to the aggregate principal amount of Debentures of the
series to be redeemed and the

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other information set forth in the immediately preceding paragraph, and
thereupon the Trustee shall select, by lot or in such other manner as it shall
deem appropriate and fair in its discretion and which may provide for the
selection of a portion or portions (equal to $25 or any integral multiple
thereof) of the principal amount of such Debentures of a denomination larger
than $25, the Debentures to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Debentures to be redeemed, in whole or
in part. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Debentures shall relate,
in the case of any Debenture redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debenture which has been or is to be
redeemed. If the Company shall so direct, Debentures registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Debentures selected for redemption.

The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Debentures of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Debenture Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

SECTION 3.03. PAYMENT UPON REDEMPTION. (a) If the giving of notice of
redemption shall have been completed as above provided and funds deposited as
required, the Debentures or portions of Debentures of the series to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to, but excluding, the date fixed for redemption, and interest
on such Debentures or portions of Debentures shall cease to accrue on and after
the date fixed for redemption, unless the Company shall default in the payment
of such redemption price and accrued interest with respect to any such Debenture
or portion thereof. On presentation and surrender of such Debentures on or
after the date fixed for redemption at the place of payment specified in the
notice, said Debentures shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to, but excluding,
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such date shall be
payable to the registered holder at the close of business on the applicable
record date pursuant to Section 2.03).

(b) Upon presentation of any Debenture of such series which is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Debenture is presented shall
make available for delivery to the holder thereof, at the expense of the
Company, a new Debenture or Debentures of the same

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<PAGE>

series, of authorized denominations in principal amount equal to the unredeemed
portion of the Debenture so presented.

SECTION 3.04. SINKING FUNDS FOR DEBENTURES. The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the
retirement of Debentures of a series, except as otherwise specified as
contemplated by Section 2.01 for Debentures of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Debentures of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Debentures of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Debentures for any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Debentures of any series as provided for by the terms of Debentures of such
series.

SECTION 3.05. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES. The
Company (i) may deliver outstanding Debentures of a series (other than any
previously called for redemption) and (ii) may apply as a credit Debentures of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Debentures or through the application of permitted optional
sinking fund payments pursuant to the terms of such Debentures, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debentures of such series required to be made pursuant to the terms of such
Debentures as provided for by the terms of such series; provided that such
Debentures have not been previously so credited. Such Debentures shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Debentures for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.06. REDEMPTION OF DEBENTURES FOR SINKING FUND. Not less than 45
days prior to each sinking fund payment date for any series of Debentures, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms for that series, the portion thereof, if any, which is to be satisfied by
delivering and crediting Debentures of that series pursuant to Section 3.05 and
the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Debentures to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Debentures to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Debentures shall be made upon the terms and in the manner stated in Section
3.03.

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ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

The Company covenants and agrees for each series of the Debentures as follows:

SECTION 4.01. PAYMENT OF PRINCIPAL OF (AND PREMIUM, IF ANY) AND INTEREST ON
DEBENTURES. The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Debentures of that series
at the time and place and in the manner provided herein and established with
respect to such Debentures.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENT FOR PAYMENT OF DEBENTURES,
DESIGNATION OF OFFICE OR AGENCY FOR PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
OF DEBENTURES. So long as any series of the Debentures remain outstanding, the
Company agrees to maintain an office or agency in each Place of Payment, with
respect to each such series and at such other location or locations as may be
designated as provided in this Section 4.02, where (i) Debentures of that series
may be presented for payment, (ii) Debentures of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Debentures of that
series and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by its President or a Vice President and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

SECTION 4.03. DUTIES OF PAYING AGENT; COMPANY AS PAYMENT AGENT; AND HOLDING
SUMS IN TRUST. (a) If the Company shall appoint one or more paying agents for
all or any series of the Debentures, other than the Trustee, the Company will
cause each such paying agency to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

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

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

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

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

(b) If the Company shall act as its own paying agent with respect to any
series of the Debentures, it will on or before each due date of the principal of
(and premium, if any) or interest on Debentures of that series, set aside,
segregate and hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or interest so
becoming due on Debentures of that series until such sums shall be paid to such
persons or otherwise disposed of as herein provided and will promptly notify in
writing the Trustee of such action, or any failure (by it or any other obligor
on such Debentures) to take such action. Whenever the Company shall have one or
more paying agents for any series of Debentures, it will, prior to 11:00 a.m.,
New York City time on each due date of the principal of (and premium, if any) or
interest on any Debentures of that series, deposit with the paying agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the persons entitled to
such principal, premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

(c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

SECTION 4.04. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

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ARTICLE 5
DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF DEBENTUREHOLDERS. The Company will furnish or cause to be furnished
to the Trustee (a) on each regular record date (as defined in Section 2.03) a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the holders of each series of Debentures as of such regular record
date, provided, that the Company shall not be obligated to furnish or cause to
be furnished such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and (b) at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, no such list need be furnished for any series for which the
Trustee shall be the Debenture Registrar.

SECTION 5.02. TRUSTEE TO PRESERVE INFORMATION AS TO NAMES AND ADDRESSES OF
DEBENTUREHOLDERS. (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 Debentures contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as Debenture Registrar (if
acting in such capacity).

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

(c) In case three or more holders of Debentures of a series (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 Debenture 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 Debentures of such series or holders of all Debentures with respect to their
rights under this Indenture or under such Debentures, and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall within five Business Days after the receipt
of such application, at its election, either:

(1) 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 5.02; or

(2) inform such applicants as to the approximate number of holders of
Debentures of such series or of all Debentures, 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

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<PAGE>

5.02, and as to the approximate cost of mailing to such
Debentureholders the form of proxy or other communication, if any,
specified in such application.

(d) If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of such series or of all Debentures, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section 5.02, 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
Securities and Exchange Commission (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 Debentures of such series or of all Debentures, 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 Debentureholders 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.

(e) Each and every holder of the Debentures, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Debenture Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Debentures in accordance with the provisions of
subsection (c) of this Section 5.02, 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 said subsection
(c).

SECTION 5.03. ANNUAL AND OTHER REPORTS TO BE FILED BY COMPANY WITH THE
TRUSTEE. (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission in accordance with the rules and regulations
prescribed

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<PAGE>

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 Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

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

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

(d) The Company covenants and agrees to furnish to the Trustee, on or
before May 15 in each calendar year in which any of the Debentures are
outstanding, or on or before such other day in each calendar year as the Company
and the Trustee may from time to time agree upon, a Certificate as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this subsection (d), such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

SECTION 5.04. TRUSTEE TO TRANSMIT ANNUAL REPORT TO DEBENTUREHOLDERS. (a)The
Trustee shall transmit to Debentureholders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of this Indenture, commencing May
15, [____], deliver to Debentureholders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).

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

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

ARTICLE 6
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

SECTION 6.01. EVENTS OF DEFAULT DEFINED. (a) Whenever used herein with
respect to Debentures of a particular series, "Event of Default" means any one
or more of the following events which has occurred and is continuing:

(1) default in the payment of any installment of interest upon any of
the Debentures of that series, as and when the same shall become due
and payable, and continuance of such default for a period of 90 days;
provided, however, that a valid extension of an interest payment
period by the Company, in accordance with the terms of Debentures of
that series established pursuant to Section 2.01 hereof, shall not
constitute a default in the payment of interest for this purpose;

(2) default (i) in the payment of the principal of (and premium, if
any, on) any of the Debentures of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaring or otherwise, or (ii) in any payment required by any sinking
or analogous fund established with respect to that series, and in the
case of this clause (ii) only, continuance of such default for a
period of 90 days;

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

(4) a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Company as bankrupt or
insolvent, or

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<PAGE>

approving as properly filed a petition seeking liquidation or
reorganization of the Company under the Federal Bankruptcy Code or any
other similar applicable Federal or State law, and such decree or
order shall have continued unvacated and unstayed for a period of 90
days; or an involuntary case shall be commenced under such Code in
respect of the Company and shall continue undismissed for a period of
90 days or an order for relief in such case shall have been entered;
or a decree or order of a court having jurisdiction in the premises
shall have been entered for the appointment on the ground of
insolvency or bankruptcy of a receiver or custodian or liquidator or
trustee or assignee in bankruptcy or insolvency of the Company or of
its property, or for the winding up or liquidation of its affairs, and
such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days;

(5) the Company shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent
seeking liquidation or reorganization under the Federal Bankruptcy
Code or any other similar applicable Federal or State law, or shall
consent to the filing of any such petition, or shall consent to the
appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or
insolvency of it or of its property, or shall make an assignment for
the benefit of creditors; or

(6) any other Event of Default provided with respect to Debentures of
that series.

(b) In each and every such case, unless the principal of all the
Debentures of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debentures of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Debentureholders), may declare
the principal of all the Debentures of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything contained in this Indenture or in the
Debentures of that series or established with respect to that series pursuant to
Section 2.01 to the contrary notwithstanding. Payment of principal and interest
on such Debentures shall remain subordinated to the extent provided in Article
14 notwithstanding that such amount shall become immediately due and payable as
herein provided.

(c) Section 6.01(b), however, is subject to the condition that if, at any
time after the principal of the Debentures of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the

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<PAGE>

Debentures of that series and the principal of (and premium, if any, on) any and
all Debentures of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Debentures of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on Debentures of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06 then and in every such case the holders of a majority
in aggregate principal amount of the Debentures of that series then outstanding
(subject to, in the case of any series of Debentures held as trust assets of a
Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of the holders of the Preferred Securities and the Common
Securities of such Trust as may be required under the Declaration of Trust of
such Trust), by written notice to the Company and to the Trustee, may rescind
and annul such declaration and its consequences with respect to that series of
Debentures; but no such rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereon.

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

(e) If, prior to a Security Exchange with respect to the Debentures of any
series, a Default with respect to the Debentures of such series shall have
occurred, the Company expressly acknowledges that under the circumstances set
forth in the applicable Declaration of Trust, any holder of Preferred Securities
of the applicable Trust may, to the fullest extent permitted by law, enforce
directly against the Company the applicable Property Trustee's rights hereunder.
In furtherance of the foregoing and for the avoidance of any doubt, the Company
acknowledges that, under the circumstances described in the applicable
Declaration of Trust, any such holder of Preferred Securities, in its own name,
in the name of the applicable Trust or in the name of the holders of the
Preferred Securities issued by such Trust, may institute or cause to be
instituted a proceeding, including, without limitation, any suit in equity, an
action at law or other judicial or administrative proceeding, to enforce the
applicable Property Trustee's rights hereunder directly against the Company as
issuer of the applicable series of Debentures, and may prosecute such proceeding
to judgment or final decree, and enforce the same against the Company.

SECTION 6.02. COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON
DEBENTURES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL (AND PREMIUMS, IF
ANY). (a) The Company covenants that (1) in case default shall be made in the
payment of any

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<PAGE>

installment of interest on any of the Debentures of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 30 days, or (2) in case default shall be
made in the payment of the principal of (or premium, if any, on) any of the
Debentures of a series when the same shall have become due and payable, whether
upon maturity of the Debentures of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Debentures of that series,
the whole amount that then shall have become due and payable on all such
Debentures for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law and
without duplication of any other amounts paid by the Company or the applicable
Trust in respect thereof) upon overdue installments of interest at the rate per
annum expressed in the Debentures of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

(b) In case the Company 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 proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Debentures of that series and collect in the manner provided by law out of the
property of the Company or other obligor upon the Debentures of that series
wherever situated the moneys adjudged or decreed to be payable.

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

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<PAGE>

(d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Debentures of that series,
may be enforced by the Trustee without the possession of any of such Debentures,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Debentures of such
series.

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

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

SECTION 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to this Article with respect to a particular
series of Debentures shall be applied in the order following, at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal (or premium, if any) or interest, upon presentation of the
several Debentures of that series, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

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

SECOND: To the payment of all Senior Debt of the Company if and to
the extent required by Article 14;

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

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

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<PAGE>

SECTION 6.04. LIMITATION ON SUITS BY HOLDERS OF DEBENTURES. No holder of
any Debenture of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless (i) such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to
Debentures of such series specifying such Event of Default, as hereinbefore
provided, (ii)the holders of not less than 25% in aggregate principal amount
of the Debentures of such series then outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as trustee hereunder,(iii) shall have offered to the Trustee
indemnity satisfactory to it against the costs, expenses and liabilities to
be incurred therein or thereby,(iv) the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding and (v) during such 60 day
period, the holders of a majority in principal amount of the Debentures of
that series do not give the Trustee a direction inconsistent with the
request; it being understood and intended, and being expressly covenanted by
the taker and holder of every Debenture of such series with every other such
taker and holder and Trustee, that no one or more holders of Debentures of
such series shall have any right in any manner whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice
the rights of the holders of any other of such Debentures, 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 Debentures of
such series. For the protection and enforcement of the provisions of this
Section, each and every Debentureholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Debenture to receive payment of the principal of (and
premium, if any) and interest on such Debenture, as therein provided, on or
after the respective due dates expressed in such Debenture (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

SECTION 6.05. REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS
NOT WAIVER OF DEFAULT.

(a) All powers and remedies given by this Article 6 to the Trustee or to
the Debentureholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any others thereof or of any other powers and remedies
available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce performance or observance of the covenants
and agreements contained in this Indenture or otherwise established with respect
to such Debentures.

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<PAGE>

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

SECTION 6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF
DEBENTURES TO DIRECT TRUSTEE AND TO WAIVE DEFAULTS. The holders of a majority in
aggregate principal amount of the Debentures of any series at the time
Outstanding, determined in accordance with Section 8.04 (with, in the case of
any series of Debentures held as trust assets of a Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of holders
of the Preferred Securities and the Common Securities of such Trust as may be
required under the Declaration of Trust of such Trust), shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or unduly
prejudicial to the rights of holders of Debentures of any other series at the
time Outstanding determined in accordance with Section 8.04 not parties thereto.
Subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability. The holders of a
majority in aggregate principal amount of the Debentures of any series at the
time Outstanding affected thereby, determined in accordance with section 8.04
(with, in the case of any series of Debentures held as trust assets of a Trust
and with respect to which a Security Exchange has not theretofore occurred, such
consent of holders of the Preferred Securities and the Common Securities of such
Trust as may be required under the Declaration of Trust of such Trust), may on
behalf of the holders of all of the Debentures of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Debentures of that series as and when the
same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)), or a call for
redemption of Debentures of that series. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debentures of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

SECTION 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the

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occurrence of a default with respect to a particular series, transmit by mail,
first class postage prepaid, to the holders of Debentures of that series, as
their names and addresses appear upon the Debenture Register, notice of all
defaults with respect to that series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purposes of this Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4) and (5) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (3) of Section 6.01(a)); provided, that, except in
the case of default in the payment of the principal of (or premium, if any) or
interest on any of the Debentures of that series or in the payment of any
sinking fund installment established with respect to that 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 and/or
Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Debentures of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(3) with respect to Debentures of such series no
such notice to the holders of the Debentures of that series shall be given until
at least 30 days after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any default, except
(i) a default under subsection (a)(1) or (a)(2) of Section 6.01 as long as the
Trustee is acting as paying agent for such series of Debentures or (ii) any
default as to which a Responsible Officer of the Trustee shall have received
written notice.

SECTION 6.08. REQUIREMENTS OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS
UNDER INDENTURE OR AGAINST TRUSTEE. All parties to this Indenture agree, and
each holder of any Debentures by his or her acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Debentureholder, or group of Debentureholders, holding more than 10% in
aggregate principal amount of the outstanding Debentures of any series, or to
any suit instituted by any Debentureholder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Debenture of such
series, on or after the respective due dates expressed in such Debenture or
established pursuant to this Indenture.

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ARTICLE 7
CONCERNING THE TRUSTEE

SECTION 7.01. UPON EVENT OF DEFAULT OCCURRING AND CONTINUING, TRUSTEE SHALL
EXERCISE POWERS VESTED IN IT, AND USE SAME DEGREE OF CARE AND SKILL IN THEIR
EXERCISE, AS PRUDENT INDIVIDUAL WOULD USE. (a) The Trustee, prior to the
occurrence of an Event of Default with respect to Debentures of a series and
after the curing of all Events of Default with respect to Debentures of that
series which may have occurred, shall undertake to perform with respect to
Debentures of such series such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to
Debentures of a series has occurred (which has not been cured or waived), the
Trustee shall exercise with respect to Debentures of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

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

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

(ii) in the absence of bad faith on the part of the
Trustee, the Trustee may with respect to Debentures of such
series conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine

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the same to determine whether or not they conform to the
requirements of this Indenture but need not confirm or
investigate the accuracy of mathematical calculations or other
facts stated therein;

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

(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal
amount of the Debentures of any series at the time outstanding
relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture with respect to
the Debentures of that series;

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

(5) whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the
provisions of this Article 7.

SECTION 7.02. CERTAIN RIGHTS OF THE TRUSTEE. Except as otherwise provided
in Section 7.01:

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

(b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution
or an instrument signed in the name of the Company by the President or
any Vice President and by the Secretary or an Assistant Secretary or
the

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Treasurer or an Assistant Treasurer (unless other evidence in respect
thereof is specifically prescribed herein);

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

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

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

(f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, security, or other papers or documents, unless
requested in writing so to do by the holders of not less than a
majority in principal amount of the outstanding Debentures of the
particular series affected thereby (determined as provided in Section
8.04); PROVIDED, HOWEVER, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand;

(g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through

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agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; and

(h) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.

SECTION 7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN
DEBENTURES. (a) The recitals contained herein and in the Debentures (other
than the Certificate of Authentication on the Debentures) shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

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

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

SECTION 7.04. TRUSTEE, PAYING AGENT OR DEBENTURE REGISTRAR MAY OWN
DEBENTURES. The Trustee or any paying agent or Debenture Registrar, in its
individual or any other capacity, may become the owner or pledgee of Debentures
and, subject to Sections 7.08 and 7.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, paying agent or Debenture
Registrar.

SECTION 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST WITHOUT
INTEREST. Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree in writing to pay thereon.

SECTION 7.06. TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY. (a)The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation as the
Company and the Trustee shall from time to time agree in writing (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of
the powers and duties hereunder of the Trustee, and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances

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<PAGE>

incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify each of the
Trustee and its officers, agents, directors and employees for, and to hold them
harmless against, any loss, liability or expense including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises. The provisions of this Section 7.06 shall
survive the termination of this Indenture and resignation or removal of the
Trustee.

(b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures 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
Debentures.

SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON CERTIFICATE OF OFFICERS OF
COMPANY WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise
provided in Sections 7.01 and 7.02, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or
omitting to take any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to
the Trustee and such certificate, in the absence of negligence or bad faith
on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted to be taken by it under the provisions of
this Indenture upon the faith thereof.

SECTION 7.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the second to last paragraph of said Section
310(b).

SECTION 7.09. REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE. There shall at all
times be a Trustee with respect to the Debentures issued hereunder which shall
at all times be a corporation or banking association organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus

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of at least 50 million U.S. dollars, and subject to supervision or examination
by Federal, State, territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Company may not, nor
may any person directly or indirectly controlling, controlled by, or under
common control with the Company, serve as Trustee. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

SECTION 7.10. RESIGNATION OF TRUSTEE AND APPOINTMENT OF SUCCESSOR.

(a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Debentures of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Debentureholders of such series, as their
names and addresses appear upon the Debenture Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Debentures of such series by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 60 days after the mailing of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Debentures of such series, or any Debentureholder of that series who has been a
bona fide holder of a Debenture or Debentures for at least six months may,
subject to the provisions of Section 6.08, 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:

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

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

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

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conservation or liquidation, then, in any such case, the Company may
remove the Trustee with respect to all Debentures and appoint a
successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor
trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such
notice of removal, the Trustee so removed may petition any court of
competent jurisdiction for the appointment of a successor trustee with
respect to Debentures of such series, or any Debentureholder of that
series who has been a bona fide holder of a Debenture or Debentures
for at least six months may, subject to the provisions of Section
6.08, on behalf of himself and all others similarly situated, petition
any such court for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if
any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the
Debentures of any series at the time outstanding may at any time remove the
Trustee with respect to such series and appoint a successor trustee.

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

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

SECTION 7.11. ACCEPTANCE BY SUCCESSOR TO TRUSTEE.

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

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(b) In case of the appointment hereunder of a successor trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which shall (1)
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debentures of that
or those series to which the appointment of such successor trustee relates, (2)
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debentures of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Debentures of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debentures of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Debentures of that or those series to
which the appointment of such successor trustee relates.

(c) Upon request of any such successor trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, power and trusts referred to in
paragraph (a) or (b) of this Section 7.11, as the case may be.

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

(e) Upon acceptance of appointment by a successor trustee as provided in
this Section 7.11, the successor trustee shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register.

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SECTION 7.12. SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR
SUCCESSION TO BUSINESS. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not made available for
delivery, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and make available for delivery the Debentures so authenticated with the same
effect as if such successor Trustee had itself authenticated such Debentures.

SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein as though such
resignation or removal, as the case may be, had not occurred.

ARTICLE 8
CONCERNING THE DEBENTURES

SECTION 8.01. EVIDENCE OF ACTION BY DEBENTUREHOLDERS. Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Debentures of a particular series may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by such holders of
Debentures of that series in person or by agent or proxy appointed in writing.

If the Company shall solicit from the Debentureholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Debentureholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Debentureholders of record at the
close of

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business on the record date shall be deemed to be Debentureholders for the
purposes of determining whether Debentureholders of the requisite proportion of
Outstanding Debentures of that series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debentures of that series shall be
computed as of the record date; provided that no such authorization, agreement
or consent by such Debentureholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
DEBENTURES. Subject to the provisions of Sections 7.01 and 7.02, proof of the
execution of any instrument by a Debentureholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any person of
any of the Debentures shall be sufficient if made in the following manner;

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

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

SECTION 8.03. WHO MAY BE DEEMED OWNERS OF DEBENTURES. Prior to the due
presentment for registration of transfer of any Debenture, the Company, the
Trustee, any paying agent and any Debenture Registrar may deem and treat the
person in whose name such Debenture shall be registered in the Debenture
Register as the absolute owner of such Debenture (whether or not such Debenture
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Debenture Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to
Section 2.03) interest on such Debenture and for all other purposes; and neither
the Company nor the Trustee nor any paying agent nor any Debenture Registrar
shall be affected by any notice to the contrary.

SECTION 8.04. DEBENTURES OWNED BY THE COMPANY OR CONTROLLED OR CONTROLLING
COMPANIES DISREGARDED FOR CERTAIN PURPOSES. In determining whether the holders
of the requisite aggregate principal amount of Debentures of a particular series
have concurred in any direction, consent or waiver under this Indenture,
Debentures of that series which are owned by the Company or any other obligor on
the Debentures of that series or by any Subsidiary of the Company or of such
other obligor on the Debentures of that series shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except that for
the purpose of determining whether the Trustee shall be

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protected in relying on any such direction, consent or waiver, only Debentures
of such series which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Debentures so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Debentures and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of
a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

SECTION 8.05. INSTRUMENTS EXECUTED BY DEBENTUREHOLDERS BIND FUTURE HOLDERS.
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Debentures of a particular
series specified in this Indenture in connection with such action, any holder of
a Debenture of that series which is shown by the evidence to be included in the
Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Debenture. Except as
aforesaid any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture, and of any Debenture issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debenture. Any action
taken by the holders of the majority or percentage in aggregate principal amount
of the Debentures of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Debentures of that series.

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED INTO
WITHOUT CONSENT OF DEBENTUREHOLDERS. In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect), without the consent of the Debentureholders, for one or more of the
following purposes:

(a) to evidence the succession of another corporation or other entity
to the Company, and the assumption by any such successor of the
obligations of the Company contained herein or otherwise established
with respect to the Debentures;

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(b) to add further covenants, restrictions, conditions or provisions
for the protection of the holders of the Debentures of all or any
series as the Board of Directors and the Trustee shall consider to be
for the protection of the holders of Debentures of all or any series,
and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions
or provisions a default or an Event of Default with respect to such
series permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided,
however, 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 default or may limit
the remedies available to the Trustee upon such default or may limit
the right of the holders of a majority in aggregate principal amount
of the Debentures of such series to waive such default;

(c) 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 as shall
not be inconsistent with the provisions of this Indenture and shall
not materially adversely affect the interests of the holders of the
Debentures of any series;

(d) to add to, change or eliminate any of the provisions of this
Indenture, provided that any such addition, change or elimination
shall become effective only when there is no Debenture outstanding of
any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision;

(e) to provide for the issuance under this Indenture of Debentures in
coupon form (including Debentures registrable as to principal only)
and to provide for exchangeability of such Debentures with the
Debentures issued hereunder in fully registered form and to make all
appropriate changes for such purposes;

(f) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Debentures;

(g) to qualify or maintain qualification of this Indenture under the
Trust Indenture Act;

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

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(i) to make any addition, change or elimination of any provision of
this Indenture that does not adversely affect the rights of any
Debentureholder in any material respect.

The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to, but may in its discretion, 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 by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time outstanding, notwithstanding any of the
provisions of Section 9.02.

SECTION 9.02. MODIFICATION OF INDENTURE WITH CONSENT OF DEBENTUREHOLDERS.
With the consent (evidenced as provided in Section 8.01) of the holders of not
less than a majority in aggregate principal amount of the Debentures of each
series affected by such supplemental indenture or indentures at the time
outstanding (and, in the case of any series of Debentures held as trust assets
of a Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of holders of the Preferred Securities and the Common
Securities of such Trust as may be required under the Declaration of Trust of
such Trust), the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect) 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 Debentures of such series under this
Indenture; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Debentures of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof,
without the consent of the holder of each Debenture so affected or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of each Debenture (and, in the case of any series of Debentures held as trust
assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of the holders of the Preferred Securities
and the Common Securities of such Trust as may be required under the Declaration
of Trust of such Trust) then outstanding and affected thereby.

Upon the request of the Company, and upon the filing with the Trustee of
evidence of the consent of Debentureholders (and, in the case of any series of
Debentures held as trust assets of a Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of holders of the Preferred
Securities and the Common Securities of such Trust as may be required under the
Declaration of Trust of such Trust) required to consent thereto as aforesaid,
the Trustee shall join with the Company in the

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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 Debentureholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

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

SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section
10.01, this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. DEBENTURES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES. Debentures of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed or traded, as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Debentures of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Debentures of
that series then outstanding.

SECTION 9.05. OPINION OF COUNSEL. The Trustee, subject to the provisions of
Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article 9.

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ARTICLE 10
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. The Company
shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any other
Person, and the Company shall not permit any other Person to consolidate with or
merge into the Company, unless:

(a) either the Company shall be the continuing corporation, or
the corporation (if other than the Company) formed by such
consolidation or into which the Company is merged or to which the
properties and assets of the Company substantially as an entity are
transferred or leased shall be a corporation, limited liability
company, partnership or trust organized and existing under the laws of
the United States of America or any state thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, all the obligations of the Company under the Debentures
and this Indenture; and

(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 occurred and be
continuing.

SECTION 10.02. SUCCESSOR CORPORATION SUBSTITUTED. The successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer or lease is made shall succeed to and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter (except in the case of a lease to another Person) the
predecessor corporation shall be relieved of all obligations and covenants under
the Indenture and the Debentures and, in the event of such conveyance or
transfer, any such predecessor corporation may be dissolved and liquidated.

SECTION 10.03. OPINION OF COUNSEL. The Trustee, subject to the provisions
of Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
other disposition, and any such assumption, comply with the provisions of this
Article.

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ARTICLE 11
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 11.01. SATISFACTION AND DISCHARGE OF INDENTURE. (A) If at any time
(a) the Company shall have paid or caused to be paid the principal of, premium,
if any, and interest on all the Debentures of any series Outstanding hereunder
(other than Debentures of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.07) as and when
the same shall have become due and payable, or (b) the Company shall have
delivered to the Trustee for cancellation all Debentures of any series
theretofore authenticated (other than any Debentures of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.07) or (c) (i) all the Debentures of any series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms will become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and (ii) the Company
shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds the entire amount in cash (other than moneys repaid by the Trustee
or any paying agent to the Company in accordance with Section 11.04) or
Government Obligations, maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash, or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal of, premium, if any, and
interest on all Debentures of such series on each date that such principal or
interest is due and payable and (B) any mandatory sinking fund payments on the
dates on which such payments are due and payable in accordance with the terms of
the Indenture and the Debentures of such series; and if, in any such case, the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Debentures of such
series and the Company's right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) rights of
holders of Debentures to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Debentureholders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, (v) the rights of the holders of Debentures
of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and (vi) the obligations of the
Company under Section 4.02) and the Trustee, on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture; provided, that the rights
of the Debentureholders to receive amounts in respect of principal of, premium,
if any, and interest on the Debentures held by them shall not be delayed longer
than required by then-applicable mandatory rules or policies of any securities
exchange or automated quotation system upon which the Debentures are listed or
traded. The Company agrees to

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reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Debentures of such series.

(B) The following provisions shall apply to the Debentures of each series
unless specifically otherwise provided in a Board Resolution or indenture
supplemental hereto provided pursuant to Section 2.01. In addition to discharge
of the Indenture pursuant to the next preceding paragraph, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the Debentures
of a series on the date of the deposit referred to in subparagraph (a) below,
and the provisions of this Indenture with respect to the Debentures of such
series shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Debentures of such series and the Company's right of
optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Debentures, (iii) rights of holders of Debentures to receive
payments of principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the holders
of Debentures to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations, duties and immunities of the Trustee hereunder, (v) the
rights of the Holders of Debentures as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (vi)
the obligations of the Company under Section 4.02) and the Trustee, at the
expense of the Company, shall at the Company's request, execute proper
instruments acknowledging the same, if

(a) with reference to this provision the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the holders of the Debentures of
such series (i) cash in an amount, or (ii) Governmental Obligations
maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal of, or
premium, if any, and interest on all Debentures of such series on each
date that such principal or interest is due and payable and (B) any
mandatory sinking fund payments on the dates on which such payments
are due and payable in accordance with the terms of the Indenture and
the Debentures of such series;

(b) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the
Company is a party or by which it is bound;

(c) the Company has delivered to the Trustee an Opinion of Counsel
based on the fact that (x) the Company has received from, or there has

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been published by, the Internal Revenue Service a ruling or (y) since
the date hereof, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and such opinion
shall confirm that, the holders of the Debentures of such series will
not recognize income, gain or loss for Federal income tax purposes as
a result of such deposit, defeasance and discharge and will be subject
to Federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred;

(d) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
provided for relating to the defeasance contemplated by this provision
have been complied with; and

(e) no event or condition shall exist that, pursuant to the
provisions of Section 14.02 or 14.03, would prevent the Company from
making payments of the principal of, premium, if any, or interest on
the Debentures of such series on the date of such deposit.

SECTION 11.02. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
DEBENTURES. Subject to Section 11.04, all moneys deposited with the Trustee (or
other trustee) pursuant to Section 11.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Company acting as its own paying agent), to the Holders of the particular
Debentures of such series for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other
funds except to the extent required by law.

SECTION 11.03. REPAYMENT OF MONEYS HELD BY THE PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Debentures
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Debentures shall, upon demand of
the Company, 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 11.04. REPAYMENT OF MONEYS HELD BY THE TRUSTEE. Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of the
principal of or interest on any Debenture of any series and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall, upon the written request of
the Company and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Company by the
Trustee for such series or such paying agent, and a holder of the Debentures of
such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to

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the Company for any payment which such holder may be entitled to collect, and
all liability of the Trustee or any paying agent with respect to such moneys
shall thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment series, shall at the expense of the Company,
mail by first-class mail to holders of such Debentures at their addresses as
they shall appear on the Debenture Register, notice, that such moneys remain and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 11.05. INDEMNIFICATION RELATING TO GOVERNMENTAL OBLIGATIONS. The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Governmental Obligations deposited pursuant
to Section 11.01 or the principal or interest received in respect of such
obligations.

ARTICLE 12
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Debenture, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, past, present or future as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

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ARTICLE 13
MISCELLANEOUS PROVISIONS

SECTION 13.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

SECTION 13.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR COMPANY
VALID. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

SECTION 13.03. SURRENDER OF POWERS OF THE COMPANY. The Company by
instrument in writing executed by authority of two-thirds of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

SECTION 13.04. REQUIRED NOTICES OR DEMANDS MAY BE SERVED BY MAIL. Except as
otherwise expressly provided herein, any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the holders of Debentures to or on the Company may be given or served by
being deposited first class postage prepaid in a post office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: Pogo Producing Company, 5 Greenway Plaza, Suite 2700, Houston, Texas
77046, Attention: Corporate Secretary. Any notice, election, request or demand
by the Company or any Debentureholder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee.

SECTION 13.05. INDENTURE AND DEBENTURES TO BE CONSTRUED IN ACCORDANCE WITH
LAWS OF THE STATE OF NEW YORK. This Indenture and each Debenture shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State (without
regard to principles of conflicts of laws thereof).

SECTION 13.06. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE FURNISHED
UPON APPLICATION OR DEMANDS BY COMPANY; STATEMENTS TO BE INCLUDED IN EACH
CERTIFICATE OR OPINION WITH RESPECT TO COMPLIANCE WITH CONDITION OR COVENANT.

(a) Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this

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Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

(b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture (other than the certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 13.07. PAYMENTS DUE ON SUNDAYS OR HOLIDAYS. Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an
Officers' Certificate, or established in one or more indentures supplemental to
the Indenture, in any case where the date of maturity of interest or principal
of any Debenture or the date of redemption of any Debenture shall not be a
Business Day, then payment of interest or principal (and premium, if any) may be
made on the next succeeding Business Day, with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

SECTION 13.08. PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 13.09. INDENTURE MAY BE EXECUTED BY ITS COUNTERPARTS. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

SECTION 13.10. SEPARABILITY OF INDENTURE PROVISIONS. In case any one or
more of the provisions contained in this Indenture or in the Debentures of any
series shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Debentures, but this Indenture
and such Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

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SECTION 13.11. ASSIGNMENT BY COMPANY TO A SUBSIDIARY OR AFFILIATE. The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a Subsidiary or an Affiliate of the Company;
provided that, in the event of any such assignment, the Company will remain
jointly and severally liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties hereto (other than pursuant to Article
10).

SECTION 13.12. HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES
OF THE INDENTURE; HOLDERS OF PREFERRED SECURITIES MAY INSTITUTE LEGAL
PROCEEDINGS AGAINST THE COMPANY IN CERTAIN CASES. The Company acknowledges that,
prior to a Security Exchange with respect to Debentures of any series held as
trust assets of a Trust, if the Property Trustee of such Trust fails to enforce
its rights under this Indenture as the holder of the Debentures of a series held
as trust assets of such Trust, any holder of the Preferred Securities of such
Trust may in accordance with the provisions of the Declaration of Trust of such
Trust, to the fullest extent permitted by law, institute legal proceedings
directly against the Company to enforce such Property Trustee's rights under
this Indenture without first instituting any legal proceedings against such
Property Trustee or any other Person; PROVIDED that, if an Event of Default has
occurred and is continuing and such event is attributed to the failure of the
Company to pay interest or principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities of such Trust may
directly institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder (a
"Holder Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Holder Direct Action, the Company shall be
subrogated to the rights of such holder of Preferred Securities to the extent
of any payment made by the Company to such holders of Preferred Securities in
such Holder Direct Action. Except as provided in the preceding sentences, the
holders of Preferred Securities of such Trust shall not be able to exercise
directly any other remedy available to the holders of the Debentures.

ARTICLE 14
SUBORDINATION OF DEBENTURES

SECTION 14.01. AGREEMENT TO SUBORDINATE. The Company covenants and agrees,
and each Debentureholder issued hereunder by his acceptance thereof likewise
covenants and agrees, that all Debentures shall be issued subject to the
provisions of this Article 14; and each person holding any Debenture, whether
upon original issue or upon transfer, assignment or exchange thereof accepts and
agrees to be bound by such provisions.

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The payment by the Company of the principal of, premium, if any, and
interest on all Debentures issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.

No provision of this Article 14 shall prevent the occurrence of any Default
or Event of Default hereunder.

SECTION 14.02. DEFAULT ON SENIOR DEBT. In the event and during the
continuation of any default by the Company in the payment of principal, premium,
interest or any other payment due on any Senior Debt, or in the event that the
maturity of any Senior Debt has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption payments) of or premium, if any, or interest on
the Debentures until such default shall have been cured or waived in writing or
shall have ceased to exist or such Senior Debt shall have been discharged or
paid in full.

In the event of the acceleration of the maturity of the Debentures, then no
payment shall be made by the Company with respect to the principal (including
redemption payments) of or premium, if any, or interest on the Debentures until
the holders of all Senior Debt outstanding at the time of such acceleration
shall receive payment in full of such Senior Debt (including any amounts due
upon acceleration).

In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Debentureholder when such payment is prohibited
by the preceding paragraphs of this Section 14.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear.

SECTION 14.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment by
the Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any liquidation,
dissolution, winding up, receivership, reorganization, assignment for the
benefit of creditors, marshaling of assets and liabilities or any bankruptcy,
insolvency or similar proceedings of the Company, all amounts due or to become
due upon all Senior Debt shall first be paid in full, in cash or cash
equivalents, or payment thereof provided for in accordance with its terms,
before any payment is made on account of the principal of, premium, if any, or
interest on the indebtedness evidenced by the Debentures, and upon any such
liquidation, dissolution, winding up, receivership, reorganization, assignment,
marshaling or proceeding, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Debentureholders or the Trustee under this Indenture would be entitled, except
for the provisions of this Article 14, shall be paid by the Company or by any
receiver, trustee in bankruptcy,

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liquidating trustee, agent or other Person making such payment or distribution,
or by the Debentureholders or by the Trustee under this Indenture if received by
them or it, directly to the holders of Senior Debt (pro rata to such holders on
the basis of the respective amounts of Senior Debt held by such holders) or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Debt in full (including, without limitation, except
to the extent, if any, prohibited by mandatory provisions of law, post-petition
interest, in any such proceedings), after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the holders of the indebtedness evidenced by the
Debentures or to the Trustee under this Indenture.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee under this Indenture or the holders of the Debentures before all Senior
Debt is paid in full or provision is made for such payment in accordance with
its terms, such payment or distribution shall be held in trust for the benefit
of and shall be paid over or delivered to the holders of such Senior Debt or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Senior Debt remaining unpaid until all such Senior Debt
shall have been paid in full in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Debt.

For purposes of this Article 14, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of arrangement, reorganization or readjustment, the payment of which
is subordinated (at least to the extent provided in this Article 14 with respect
to the Debentures) to the payment of all Senior Debt which may at the time be
outstanding; PROVIDED, that (i) the Senior Debt is assumed by the new
corporation, if any, resulting from any such arrangement, reorganization or
readjustment, and (ii) the rights of the holders of the Senior Debt are not,
without the consent of such holders, altered by such arrangement, reorganization
or readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article 10 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section if such other
Person shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article 10. Nothing in Section 14.02 or
this Section 14.03 shall apply to claims of, or payments to, the Trustee under
or pursuant to Article 7, except as provided therein. This Section shall be
subject to the further provisions of Section 14.06.

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SECTION 14.04. SUBROGATION OF DEBENTURES. Subject to the payment in full
of all Senior Debt, the rights of the holders of the Debentures shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Debt until the principal of, premium, if any, and interest on the
Debentures shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the holders of the Debentures or the Trustee on
their behalf would be entitled except for the provisions of this Article 14 and
no payment over pursuant to the provisions of this Article 14 to the holders of
Senior Debt by holders of the Debentures or the Trustee on their behalf shall,
as between the Company, its creditors other than holders of Senior Debt and the
holders of the Debentures, be deemed to be a payment by the Company to or on
account of the Senior Debt; and no payments or distributions of cash, property
or securities to or for the benefit of the Debentureholders pursuant to the
subrogation provisions of this Article, which would otherwise have been paid to
the holders of Senior Debt shall be deemed to be a payment by the Company to or
for the account of the Debentures. It is understood that the provisions of this
Article 14 are and are intended solely for the purpose of defining the relative
rights of the holders of the Debentures, on the one hand, and the holders of the
Senior Debt, on the other hand.

Nothing contained in this Article 14 or elsewhere in this Indenture or in
the Debentures is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of, premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company other than
the holders of the Senior Debt, nor shall anything herein or therein prevent the
holder of any Debenture or the Trustee on his behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 14 of the holders
of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in
this Article 14, the Trustee, subject to the provisions of Article 7, and the
holders of the Debentures shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such liquidation,
dissolution, winding up, receivership, reorganization, assignment or marshaling
proceedings are pending, or a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the holders of the Debentures, for
the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.

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SECTION 14.05. AUTHORIZATION BY DEBENTUREHOLDERS. Each holder of a
Debenture by his acceptance thereof authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 14 and appoints the Trustee his
attorney-in-fact for any and all such purposes.

SECTION 14.06. NOTICE TO TRUSTEE. The Company shall give prompt written
notice to the Trustee and to any paying agent of any fact known to the Company
which would prohibit the making of any payment of moneys to or by the Trustee or
any paying agent in respect of the Debentures pursuant to the provisions of this
Article 14. Regardless of anything to the contrary contained in this Article 14
or elsewhere in this Indenture, the Trustee shall not be charged with knowledge
of the existence of any Senior Debt or of any default or event of default with
respect to any Senior Debt or of any other facts which would prohibit the making
of any payment of moneys to or by the Trustee, unless and until the Trustee
shall have received notice in writing at its principal Corporate Trust Office to
that effect signed by an officer of the Company, or by a holder or agent of a
holder of Senior Debt who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
agent, or by the trustee under any indenture pursuant to which Senior Debt shall
be outstanding, and, prior to the receipt of any such written notice, the
Trustee shall, subject to the provisions of Article 7, be entitled to assume
that no such facts exist; PROVIDED, HOWEVER, that if on a date at least three
Business Days prior to the date upon which by the terms hereof any such moneys
shall become payable for any purpose (including, without limitation, the payment
of the principal of, or interest on any Debenture) the Trustee shall not have
received with respect to such moneys the notice provided for in this
Section 14.06, then, regardless of anything herein to the contrary, the Trustee
shall have full power and authority to receive such moneys and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.

The Trustee shall be entitled to conclusively rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a trustee on behalf of any such holder. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 14, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 14, and if such evidence is not furnished the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

SECTION 14.07. TRUSTEE'S RELATION TO SENIOR DEBT. The Trustee and any
agent of the Company or the Trustee shall be entitled to all the rights set
forth in this

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Article 14 with respect to any Senior Debt which may at any time be held by it
in its individual or any other capacity to the same extent as any other holder
of Senior Debt and nothing in this Indenture shall deprive the Trustee or any
such agent, of any of its rights as such holder. Nothing in this Article 14
shall apply to claims of, or payments to, the Trustee under or pursuant to
Article 7.

With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 14, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and, subject to the provisions of
Article 7, the Trustee shall not be liable to any holder of Senior Debt if it
shall pay over or deliver to holders of Debentures, the Company or any other
person moneys or assets to which any holder of Senior Debt shall be entitled by
virtue of this Article 14 or otherwise.

SECTION 14.08. NO IMPAIRMENT TO SUBORDINATION. No right of any present or
future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Debentureholders, without incurring
responsibility to the Debentureholders and without impairing or releasing the
subordination provided in this Article 14 or the obligations hereunder of the
holders of the Debentures to the holders of such Senior Debt, do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Debt, or otherwise amend or
supplement in any manner such Senior Debt or any instrument evidencing the same
or any agreement under which such Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company, as the case may be, and any other
Person.

SECTION 14.09. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any paying agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article 14
shall in such case (unless the context otherwise requires) be construed as
extending to and including such paying agent within its meaning as fully for all
intents and purposes as if such paying agent were named in this Article 14 in
addition to or in place of the Trustee.

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SECTION 14.10. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Section 11.02 of this Indenture by
the Trustee for the payment of principal of and interest on the Debentures shall
not be subordinated to the prior payment of any Senior Debt or subject to the
restrictions set forth in this Article 14, and none of the Debentureholders
shall be obligated to pay over any such amount to the Company or any holder of
Senior Debt or any other creditor of the Company.

Wilmington Trust Company, as Trustee, hereby accepts the trust in this
Indenture declared and provided, upon the terms and conditions herein above set
forth.

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

POGO PRODUCING COMPANY

By ______________________________
Name:
Title:

WILMINGTON TRUST COMPANY

By ___________________________
Name:
Title:

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Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference into this amendment no. 2 to the registration statement on Form S-3
of our report dated February 19, 1999 included in Pogo Producing Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this amendment no. 2 to the registration
statement.

/s/ ARTHUR ANDERSEN LLP

Houston Texas
May 10, 1999

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Exhibit 23.2

[LETTERHEAD OF RYDER SCOTT COMPANY]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

As independent petroleum engineers, we hereby consent to the
incorporation by reference into this Amendment to the Registration Statement
on Form S-3 our report and estimates, as of January 1, 1999, of Pogo
Producing Company's reserves and the present value of future net reserves
included in Pogo Producing Company's Annual Report on Form 10-K for the year
ended December 31, 1998 and to all references to our Firm in this Amendment
to the Registration Statement.

/s/ Ryder Scott Company
Petroleum Engineers

RYDER SCOTT COMPANY
PETROLEUM ENGINEERS

Houston Texas
May 10, 1999