DEERE & CO, S-3, 1994-06-17

DEERE & CO
S-3, 1994-06-17
FARM MACHINERY & EQUIPMENT

Previous: PRICE T ROWE INTERNATIONAL FUNDS INC, 497, 1994-06-17

Next: PRINCOR WORLD FUND INC, NSAR-A, 1994-06-17

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DEERE & COMPANY
(Exact name of Registrant as specified in its charter)
--------------------------

<TABLE>
<S> <C>
DELAWARE 36-2382580
(State or other jurisdiction (I.R.S. employer
of identification number)
incorporation or
organization)
</TABLE>

JOHN DEERE ROAD
MOLINE, ILLINOIS 61265-8098
309/765-8000

(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

FRANK S. COTTRELL
DEERE & COMPANY
JOHN DEERE ROAD
MOLINE, ILLINOIS 61265-8098
309/765-4675

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:

<TABLE>
<S> <C>
JONATHAN JEWETT HOWARD G. GODWIN, JR.
SHEARMAN & STERLING BROWN & WOOD
599 LEXINGTON AVENUE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10048
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the 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 to be offered on
a delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt securities.................................. 100%
$276,058,000** $276,058,000 $95,193
Warrants to purchase debt securities............. 100%
<FN>
* Estimated for the purpose of computing the registration fee.
** Or, in the event of the issuance of original issue discount securities,
such higher principal amount as may be sold for an initial public offering
price of up to $276,058,000.
</TABLE>

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

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO REGISTRATION STATEMENT NO. 33-39006 PREVIOUSLY FILED BY THE REGISTRANT ON
FORM S-3 AND DECLARED EFFECTIVE ON FEBRUARY 21, 1991. THIS REGISTRATION
STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-39006, AND SUCH
POST-EFFECTIVE AMENDMENT NO. 1 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 16, 1994

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE , 1994)

U.S. $500,000,000
DEERE & COMPANY
MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
-------------------

Deere & Company (the "Company") may offer from time to time its Medium-Term
Notes, Series C (the "Notes") at an aggregate initial offering price of up to
U.S. $500,000,000, or the equivalent in one or more Currencies, subject to
reduction as a result of the sale of other Debt Securities (including the sale
of Debt Securities having substantially similar terms to the Notes outside the
United States or the sale of Debt Securities pursuant to another prospectus
supplement) or Debt Warrants. Unless otherwise specified in the applicable
pricing supplement, the Notes will bear interest at either fixed or floating
rates or a combination thereof and will have a Maturity Date from 9 months to 30
years from the date of issue. The principal amount, Currency of denomination,
Maturity Date, redemption and repayment provisions, if any, and price to public
of a Note, together with the interest rate or the interest rate basis, as
adjusted by any Spread, Spread Multiplier or other formula, as the case may be,
will be established by the Company and set forth in the applicable pricing
supplement.

Interest on each Fixed Rate Note will be payable on March 15 and September
15 of each year, unless otherwise specified in the applicable pricing
supplement, and on the date of Maturity. Interest on each Floating Rate Note
will be payable on the dates set forth in the applicable pricing supplement and
on the date of Maturity.

The Notes may be issued as Senior Securities or Subordinated Securities.
Subordinated Securities will be subordinated to all Senior Indebtedness of the
Company. See "Description of Debt Securities -- Subordinated Indenture
Provisions" in the accompanying prospectus.

Each Note will be represented by a Global Note registered in the name of a
nominee of The Depository Trust Company unless otherwise specified in the
applicable pricing supplement. A beneficial interest in a Global Note will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depository and its participants. A beneficial interest in a
Global Note may be exchanged for Notes in definitive form only under the limited
circumstances described herein. See "Description of Notes -- General" herein and
"Description of Debt Securities -- Provisions Applicable to Both the Senior and
Subordinated Indentures -- Book-Entry Debt Securities" in the accompanying
prospectus.
------------------------

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

<TABLE>
<CAPTION>
PRICE TO AGENTS' DISCOUNTS PROCEEDS TO THE
PUBLIC (1) AND COMMISSIONS (2) COMPANY (2)(3)
<S> <C> <C> <C>
Per Note............... 100% .125%--.675% 99.875%--99.325%
Total (4).............. $500,000,000 $625,000--$3,375,000 $499,375,000--$496,625,000
<FN>
(1) Unless otherwise specified in the applicable pricing supplement, each Note
will be issued at 100% of its principal amount.
(2) The Company will pay a commission to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated or Goldman, Sachs & Co. (each, an
"Agent"), in the form of a discount or otherwise, ranging from .125% to
.675% of the price to public of any Senior Note sold through either of them
as Agent depending upon the maturity of such Senior Note. The schedule of
commissions payable in connection with sales of Senior Notes will also
apply to sales of Subordinated Notes unless otherwise agreed to by the
Company and the Agents. The Company also may sell the Notes to an Agent, as
principal, for resale to investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale as determined by
the applicable Agent or, if so specified in the applicable pricing
supplement, for resale at a fixed public offering price. None of the
proceeds from such resale of Notes will be received by the Company. Unless
otherwise specified in the applicable pricing supplement, any Note sold to
an Agent as principal will be purchased by such Agent at a price equal to
100% of the price to the public of such Note less a percentage of such
price equal to the commission applicable to an agency sale of a Note of
identical maturity and rank.
(3) Before deduction of estimated expenses of $490,000.
(4) Or the equivalent thereof in one or more Currencies.
</TABLE>

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

The Notes are being offered on a continuing basis by the Company through the
Agents, who have agreed to use their best efforts to solicit purchases of such
Notes, and also may be sold to an Agent or other person, as principal, for
resale. The Company reserves the right to sell the Notes directly to investors
on its own behalf. The Notes may be sold at the price to the public set forth
above to dealers who later resell such Notes to investors. Such dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended. There can be no assurance that the Notes offered hereby will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to withdraw, cancel or modify the offer made hereby without notice. The
Company or the applicable Agent, if it solicited such offer, may reject any
offer in whole or in part.

------------------------
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
------------

The date of this prospectus supplement is June , 1994.
<PAGE>
IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, THE AGENTS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered
hereby should be read in conjunction with, supplements and, to the extent
inconsistent therewith, replaces the description of the general terms and
provisions of the Debt Securities set forth under the heading "Description of
Debt Securities" in the accompanying prospectus. The following description will
apply to each Note unless otherwise specified in the applicable pricing
supplement. Capitalized terms used herein without further definition have the
meanings ascribed thereto in the accompanying prospectus or in the Indentures.

The following summaries of certain provisions of the Indentures do not
purport to be complete, are subject to, and are qualified in their entirety by
reference to, all of the provisions of the Indentures, including the definitions
therein of certain terms.

CERTAIN DEFINED TERMS

Unless otherwise specified in the applicable pricing supplement, as used
herein, the following terms will have the meanings ascribed thereto below:

"Business Day": with respect to any Note, any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law or executive order to close in The City of New
York; PROVIDED that, with respect to Notes denominated in or indexed to a
Currency other than U.S. dollars, such day is also not a day on which banking
institutions are generally authorized or obligated by law or executive order to
close in the city which is the principal financial center of the country or
countries of such Currency (or, in the case of Notes denominated in or indexed
to ECU, Brussels); and PROVIDED FURTHER that, with respect to LIBOR Notes, such
day is also a London Banking Day.

"ECU": European Currency Units.

"Exchange Rate Agent": the agent of the Company specified as such in an
applicable pricing supplement.

"Fixed Rate Note": a Note that bears interest at a fixed rate, as more fully
described herein.

"Floating Rate Note": a Note that bears interest at a floating rate, as more
fully described herein.

"Foreign Currency Note": any Note denominated or payable in one or more
Currencies other than the U.S. dollar.

"Indexed Note": a Note as to which all or certain interest payments and/or
the principal (and premium, if any) payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in the
applicable pricing supplement.

"Interest Payment Date": each date on which interest is payable on a Note.

"LIBOR": London interbank offered rate for deposits in a specific Currency,
calculated as provided herein or as provided in the applicable pricing
supplement.

"London Banking Day": any day on which dealings in deposits in a specific
Currency are transacted in the London interbank market.

"Maturity": the date on which the principal of a Note or an installment
thereof becomes due and payable, whether on the Maturity Date or by declaration
of acceleration, call for redemption, exercise of an option for repayment or
otherwise.

"Maturity Date": the date on which a Note will mature, as specified in the
applicable pricing supplement.

S-2
<PAGE>
"Original Issue Discount Note": a Note, including any zero-coupon note, that
is issued at an issue price lower than the principal amount thereof and that
provides that upon acceleration of the Maturity thereof an amount less than the
principal amount thereof shall become due and payable.

"Senior Note": a Note issued under the Senior Indenture.

"Specified Currency": the Currency in which a Note is denominated.

"Subordinated Note": a Note issued under the Subordinated Indenture.

"U.S. $", "$" and "U.S. dollar": the lawful currency of the United States.

GENERAL

Unless otherwise specified in the applicable pricing supplement, the Notes
will have the following terms and provisions.

The Notes will be offered on a continuous basis and may be issued as Senior
Notes or Subordinated Notes.

The Notes offered by this prospectus supplement will be limited to an
aggregate initial offering price of U.S. $500,000,000, or the equivalent thereof
in one or more Specified Currencies other than U.S. dollars, less an amount
equal to the aggregate principal face amount of any other Debt Securities issued
at their principal face amount, the aggregate issue price rather than the
principal face amount of any other Debt Securities issued at original issue
discount, the aggregate issue price of any Debt Warrants and the aggregate
exercise price of any Debt Securities issuable upon exercise of Debt Warrants,
in any such case that are covered by the registration statement of which this
prospectus supplement is a part and are sold by the Company. The U.S. dollar
equivalent of Notes denominated in a Specified Currency other than U.S. dollars
will be determined on the applicable trade date by the Exchange Rate Agent on
the basis of the noon buying rate for cable transfers in The City of New York,
as determined by the Federal Reserve Bank of New York, for such Currency on the
applicable trade date.

The Medium-Term Notes, Series C issued under the Senior Indenture, of which
the Senior Notes offered by this prospectus supplement will form a part,
constitute one series of Indenture Securities, unlimited as to principal amount,
established by the Company pursuant to the Senior Indenture. At the date of this
prospectus supplement, no Medium-Term Notes, Series C were outstanding under the
Senior Indenture.

The Medium-Term Notes, Series C issued under the Subordinated Indenture, of
which the Subordinated Notes offered by this prospectus supplement will form a
part, constitute one series of Indenture Securities, unlimited as to principal
amount, established by the Company, pursuant to the Subordinated Indenture. At
the date of this prospectus supplement, no Medium-Term Notes, Series C, were
outstanding under the Subordinated Indenture.

The Notes will be direct unsecured obligations of the Company. The Senior
Notes will rank equally with all other unsecured and unsubordinated indebtedness
of the Company. The Subordinated Notes will be subordinated in right of payment
to the prior payment in full of the Senior Indebtedness of the Company as
described under "Description of Debt Securities -- Subordinated Indenture
Provisions" in the accompanying prospectus. At April 30, 1994, total
consolidated Senior Indebtedness and Subordinated Indebtedness of the Company
were $4.6 billion and $301 million, respectively. At that date, John Deere
Capital Corporation, a wholly-owned subsidiary of the Company, had total senior
indebtedness and subordinated indebtedness of $2.9 billion and $300 million,
respectively.

The defeasance and covenant defeasance provisions of the Indentures
described under "Description of Debt Securities -- Provisions Applicable to Both
the Senior and Subordinated Indentures" in the accompanying prospectus will
apply to the Notes, with only such modifications thereto respecting any
particular issuance of Notes as shall be set forth in the applicable pricing
supplement.

The Notes will be denominated in U.S. dollars and payments of principal of
(and premium, if any) and interest, if any, on the Notes will be made in U.S.
dollars unless the pricing supplement indicates otherwise.

S-3
<PAGE>
For information regarding Foreign Currency Notes see "Special Provisions
Relating To Foreign Currency Notes", "Important Currency Exchange Information"
and "Foreign Currency Risks". Payment of the purchase price of the Notes must be
made in immediately available funds.

A Note may be issued as a Fixed Rate Note or a Floating Rate Note or as a
Note that is a Floating Rate Note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, all as specified in the
applicable pricing supplement.

The Notes also may be issued (a) as Currency Indexed Notes (as defined
below), the principal amount of which payable on the date of Maturity, and/or
the interest on which payable on each Interest Payment Date and on the date of
Maturity, will be determined by reference to the rate of exchange between the
Specified Currency and another Currency (the "Indexed Currency") set forth in
the applicable pricing supplement or (b) as other Indexed Notes the principal
amount of which payable on the date of Maturity, and/or the interest on which
payable on each Interest Payment Date and on the date of Maturity, will be
determined by reference to prices, changes in prices, or differences between
prices, of securities, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in the
applicable pricing supplement. See "Currency Indexed Notes" and "Other Indexed
Notes and Certain Terms Applicable to All Indexed Notes".

Each Note will be issued in fully registered form and will be represented by
either one or more Global Securities ("Global Notes") registered in the name of
a nominee of DTC or another depository (DTC or such other depository as is
specified in the applicable pricing supplement is herein referred to as the
"Depository"), or a certificate issued in definitive form (a "Certificated
Note"), as set forth in the applicable pricing supplement. A single Global Note
will represent all Notes issued on the same day and having the same terms,
including, but not limited to, rank, Interest Payment Dates, interest rate or
formula, Maturity Date and redemption and repayment provisions, if any; PROVIDED
that one Global Note will be issued with respect to each $150 million principal
amount of such Notes and an additional Global Note will be issued with respect
to any remaining principal amount of such Notes. A beneficial interest in a
Global Note will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository and its participants. See
"Description of Debt Securities -- Provisions Applicable to Both Senior and
Subordinated Indentures" in the accompanying prospectus for a description of the
Depository's procedures with respect to Book-Entry Debt Securities. Except as
set forth under "Description of Debt Securities -- Provisions Applicable to Both
Senior and Subordinated Indentures" in the accompanying prospectus, Global Notes
will not be issuable in certificated form.

The authorized denominations of Notes denominated in U.S. dollars will be
$1,000 and any integral multiple thereof. The authorized denominations of
Foreign Currency Notes will be set forth in the applicable pricing supplement.

Payments of principal of (and premium, if any) and interest, if any, on
Notes represented by a Global Note will be made to the Depository in accordance
with arrangements then in effect between the applicable Trustee and the
Depository.

Certificated Notes may be presented for registration of transfer or exchange
at the corporate trust office of the relevant Trustee in The City of New York.

Payments in U.S. dollars of interest on Certificated Notes (other than
interest payable on the Maturity Date or upon earlier redemption or repayment)
will be made by mailing a check to the holder at the address of such holder
appearing on the security register for the Notes on the applicable Regular
Record Date. Notwithstanding the foregoing, upon receipt of appropriate
instructions in writing from a holder of $10,000,000 or more in aggregate
principal amount of Certificated Notes issued under one of the Indentures
(whether having identical or different terms and provisions) by the applicable
Trustee on or prior to a Regular Record Date, such Trustee will make such
payments of interest commencing with the next succeeding Interest Payment Date
by transfer of immediately available funds to an account at a bank in The City
of New York (or another bank consented to by the Company) designated by such
holder, but only if such bank has the appropriate facilities therefor.

S-4
<PAGE>
Payments of principal of (and premium, if any) and interest, if any, on
Notes payable on the Maturity Date or upon earlier redemption or repayment on
Certificated Notes will be made to the holder in immediately available funds
upon surrender of the applicable Notes at the corporate trust office of the
relevant Trustee in The City of New York.

Notes may be issued in the form of zero-coupon notes that will be offered at
a discount from the principal amount thereof due on the Maturity Date of such
Notes. There will be no periodic payments of interest on zero-coupon notes. In
the event of an acceleration of the maturity of an Original Issue Discount Note,
the amount payable to the holder of such Note upon such acceleration will be
determined in accordance with the terms of the Note, but generally will be an
amount less than the amount payable on the Maturity Date of the principal of
such Note. In addition, a Note issued at a discount may, for federal income tax
purposes, be considered an original issue discount note, regardless of the
amount payable upon acceleration of the maturity of such Note. See "United
States Taxation -- United States Persons -- Discount Notes".

For a description of the rights attaching to Debt Securities under the
applicable Indenture, see "Description of Debt Securities" in the accompanying
prospectus. Unless otherwise specified in the applicable pricing supplement, the
Notes will have the terms described below, except that references to interest
payments and interest-related information do not apply to zero-coupon notes.

INTEREST AND INTEREST RATES

Each Note, other than an Original Issue Discount Note, will bear interest
from its date of issue at the annual rate, or at a rate determined pursuant to
an interest rate formula, stated in the applicable pricing supplement, until the
principal thereof is paid or duly made available for payment. Interest will be
payable on each Interest Payment Date and at Maturity. Any interest other than
at Maturity will be payable to the person in whose name a Note (or any
predecessor Note) is registered at the close of business on the Regular Record
Date next preceding the relevant Interest Payment Date, subject to certain
exceptions; PROVIDED, HOWEVER, if a Note is issued between a Regular Record Date
and the Interest Payment Date pertaining thereto, the initial interest payment
will be made on the Interest Payment Date following the next succeeding Regular
Record Date to the holder on such Regular Record Date. Interest payable at
Maturity will be paid to the person to whom the principal of the Note will be
paid.

All percentages resulting from any calculation in respect of the Notes will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454%
(or 0.07123454) being rounded to 7.12345% (or 0.0712345)), and all currency
amounts used in or resulting from any such calculation will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).

The interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes
in which $2,500,000 or more has been invested.

FIXED RATE NOTES

The "Interest Payment Dates" for Fixed Rate Notes will be March 15 and
September 15 of each year and the "Regular Record Dates" for Fixed Rate Notes
will be the March 1 and September 1, respectively, immediately preceding an
Interest Payment Date. Interest on Fixed Rate Notes will accrue from and
including the date of issue or from and including the next preceding Interest
Payment Date to which interest has been duly paid or provided for, as the case
may be, to but excluding the relevant Interest Payment Date or date of Maturity,
as the case may be. Any payment of principal of (or premium, if any) or
interest, if any, on a Fixed Rate Note required to be made on a day that is not
a Business Day need not be made on such day, but will be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest will accrue as a result of such delayed payment. Interest on
Fixed Rate Notes will be computed and paid on the basis of a 360-day year of
twelve 30-day months.

S-5
<PAGE>
AMORTIZING NOTES

The Company may from time to time offer Fixed Rate Notes (the "Amortizing
Notes") that pay certain amounts in respect of both principal and interest over
the life of such Fixed Rate Notes. Payments with respect to Amortizing Notes
will be applied first to interest due and payable thereon and then to the
reduction of the unpaid principal amount thereof. Further information concerning
additional terms and conditions of any issue of Amortizing Notes will be
provided in the applicable pricing supplement, including a table setting forth
repayment information for each payment date.

FLOATING RATE NOTES

The applicable pricing supplement will designate one or more of the
following interest rate bases as applicable to each Floating Rate Note: (a) the
CD Rate (a "CD Rate Note"), (b) the Commercial Paper Rate (a "Commercial Paper
Rate Note"), (c) the Federal Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR
(a "LIBOR Note"), (e) the Prime Rate (a "Prime Rate Note"), (f) the Treasury
Rate (a "Treasury Rate Note"), (g) the Constant Maturity Treasury Rate (a "CMT
Rate Note") or (h) such other interest rate basis as is set forth in such
pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the
interest rate on each Floating Rate Note will be equal to (i) in the case of the
period, if any, commencing on the date of issue up to the first Interest Reset
Date (as defined below), an interest rate established by the Company as
described in the applicable pricing supplement and (ii) in the case of each
period commencing on an Interest Reset Date, an interest rate (the "Floating
Interest Rate") equal to (a) the interest rate determined by reference to the
specified interest rate basis plus or minus the Spread, if any, (b) the interest
rate calculated by reference to the specified interest rate basis multiplied by
the Spread Multiplier, if any, or (c) the interest rate calculated by reference
to the specified interest rate basis determined under such other formula or
adjusted in such other manner as may be specified in the applicable pricing
supplement; PROVIDED, HOWEVER, that the interest rate in effect for the ten days
immediately prior to the date of Maturity of such Note will be that in effect on
the 10th day preceding such date.

The "Spread" is the number of basis points specified in the applicable
pricing supplement as being applicable to a Floating Rate Note and the "Spread
Multiplier" is the percentage specified in the applicable pricing supplement as
being applicable to a Floating Rate Note. The specified interest rate basis will
be based on the Index Maturity. The "Index Maturity" is the period to maturity
of the instrument or obligation on which the interest rate formula is based. Any
Floating Rate Note may also have either or both of the following: (i) a maximum
numerical interest rate limitation, or ceiling, on the rate at which interest
may accrue during any Interest Period, as defined below, and (ii) a minimum
numerical interest rate limitation, or floor, on the rate at which interest may
accrue during any Interest Period.

The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or at another interval, as
specified in the applicable pricing supplement. The date or dates on which the
interest rate will reset (each, an "Interest Reset Date") will be, in the case
of Floating Rate Notes that reset (a) daily, each Business Day, (b) weekly, the
Wednesday of each week (with the exception of weekly reset Treasury Rate Notes),
(c) monthly, the third Wednesday of each month, (d) quarterly, the third
Wednesday of March, June, September and December of each year, (e) semi-
annually, the third Wednesday of the two months specified in the applicable
pricing supplement and (f) annually, the third Wednesday of the month specified
in the applicable pricing supplement. In the case of a Treasury Rate Note that
resets weekly, the Interest Reset Date will be the Tuesday of each week except
that if a Treasury auction falls on any Interest Reset Date for such Treasury
Rate Note, then such Interest Reset Date will instead be the first Business Day
immediately following such Treasury auction. If any Interest Reset Date for any
Floating Rate Note would otherwise be a day that is not a Business Day for such
Floating Rate Note, the Interest Reset Date for such Floating Rate Note will be
postponed to the next succeeding Business Day, except that, in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date will be the immediately preceding Business Day.

The "Interest Determination Date" pertaining to an Interest Reset Date for a
CD Rate Note, a CMT Rate Note, a Commercial Paper Rate Note, a Federal Funds
Rate Note and a Prime Rate Note will be the second Business Day preceding the
Interest Reset Date; the "Interest Determination Date" pertaining to an

S-6
<PAGE>
Interest Reset Date for a LIBOR Note will be the second London Banking Day
preceding such Interest Reset Date; and the "Interest Determination Date"
pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of
the week in which such Interest Reset Date falls on which Treasury bills (as
defined below) would normally be auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week.

Interest will be payable in the case of Floating Rate Notes that reset (a)
daily, weekly or monthly, the third Wednesday of each month or the third
Wednesday of March, June, September and December of each year, as specified in
the applicable pricing supplement, (b) quarterly, the third Wednesday of March,
June, September and December of each year, (c) semi-annually, the third
Wednesday of the two months of each year specified in the applicable pricing
supplement and (d) annually, the third Wednesday of the two months or the month
specified in the applicable pricing supplement (each of the foregoing dates, an
"Interest Payment Date"); and, in each case, on the date of Maturity. Unless
otherwise specified in the applicable pricing supplement, each Regular Record
Date for a Floating Rate Note will be the 15th day (whether or not a Business
Day) next preceding each Interest Payment Date. If the date of Maturity of a
Floating Rate Note falls on a day that is not a Business Day, the principal of
(and premium, if any) and interest on such Note required to be paid on such date
will be paid on the next succeeding Business Day with the same force and effect
as if made on such date, and no interest shall accrue as a result of such
delayed payment. If any Interest Payment Date other than the date of Maturity
for a Floating Rate Note would otherwise be a day that is not a Business Day,
such Interest Payment Date will be postponed to the next day that is a Business
Day and interest will accrue for the period of such postponement, except that,
in the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding
Business Day.

Interest on Floating Rate Notes will accrue from and including the date of
issue or from and including the next preceding Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, to but
excluding the next succeeding Interest Payment Date or date of Maturity, as the
case may be; PROVIDED, HOWEVER, that in the case of Floating Rate Notes on which
the interest rate is reset daily or weekly, the interest payments will include,
unless otherwise specified in the applicable pricing supplement, interest
accrued only from but excluding the last Regular Record Date through which
interest has been paid (or from and including the date of issue, if no interest
has been paid with respect to such Notes) through and including the Regular
Record Date next preceding the applicable Interest Payment Date, except that the
interest payment on the date of Maturity will include interest accrued to but
excluding such date. An "Interest Period" pertaining to a Note means a period of
time during which interest accrues on such Note.

Accrued interest with respect to a Floating Rate Note will be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factor calculated for each day in the Interest Period or from the date
from which accrued interest is being calculated. The interest factor for each
such day is computed by dividing the interest rate in effect on such day by 360,
in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate
Notes, Prime Rate Notes and LIBOR Notes, or by the actual number of days in the
year, in the case of Treasury Rate Notes and CMT Rate Notes.

Unless otherwise specified in the applicable pricing supplement, the
calculation agent (the "Calculation Agent") for purposes of determining the rate
of interest payable on Floating Rate Notes will be The Chase Manhattan Bank
(National Association) for Senior Notes and Chemical Bank for Subordinated
Notes. If the applicable Calculation Agent is unwilling or unable to so act,
such other institution as may be selected by the Company. Upon the request of
the holder of a Floating Rate Note, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date with respect to such Floating
Rate Note. The "Calculation Date", where applicable, pertaining to any Interest
Determination Date is the date by which the applicable interest rate is
calculated and is the

S-7
<PAGE>
earlier of (i) the tenth calendar day after such Interest Determination Date or,
if any such day is not a Business Day, the next succeeding Business Day and (ii)
the Business Day preceding the applicable Interest Payment Date or date of
Maturity, as the case may be.

The applicable pricing supplement will specify the particular terms of each
Floating Rate Note, including, but not limited to, the interest rate basis and
the Spread, Spread Multiplier or other formula, if any, the maximum or minimum
interest rate limitation, if any, the Index Maturity, the initial interest rate,
the Interest Payment Dates, the Regular Record Dates, the Maturity Date,
redemption and repayment provisions, if any, and any other applicable terms with
respect to such Note.

CD RATE NOTES

CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread, Spread Multiplier or other formula, if
any) specified in the applicable pricing supplement.

"CD Rate" means, with respect to any Interest Determination Date for a CD
Rate Note, the rate on such date for negotiable certificates of deposit having
the Index Maturity designated in the applicable pricing supplement as published
in "Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)"), under the caption "CDs (secondary market)" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the rate on such Interest Determination
Date for negotiable certificates of deposit having the Index Maturity designated
in the applicable pricing supplement as published in the daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities", or any successor publication, published by the Federal Reserve Bank
of New York ("Composite Quotations") under the caption "Certificates of
Deposit". If by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date such rate is not yet published in
either H.15(519) or Composite Quotations, the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such Interest Determination Date, of three leading non-bank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York (which may include the Agents) selected by the Calculation Agent (after
consultation with the Company) for negotiable certificates of deposit of major
United States money market banks of the highest credit standing (in the market
for negotiable certificates of deposit) having a remaining maturity closest to
the Index Maturity designated in the applicable pricing supplement in a
denomination of $5,000,000; PROVIDED, HOWEVER, that, if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

COMMERCIAL PAPER RATE NOTES

Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

"Commercial Paper Rate" means, with respect to any Interest Determination
Date for a Commercial Paper Rate Note, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity designated in the applicable pricing supplement as published in
H.15(519) under the caption "Commercial paper" or, if not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index Maturity designated in
the applicable pricing supplement as published in Composite Quotations under the
caption "Commercial Paper". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is not
yet published in either H.15(519) or Composite Quotations, the Commercial Paper
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Interest Determination Date,
of three leading dealers in commercial paper in The City of New York selected by
the Calculation Agent (after consultation with the Company) for commercial paper
having the Index Maturity designated in the applicable pricing supplement placed
for an industrial issuer whose bond rating is

S-8
<PAGE>
"AA", or the equivalent, from a nationally recognized securities rating agency;
PROVIDED, HOWEVER, that, if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such Interest
Determination Date will be the interest rate in effect on such Interest
Determination Date.

"Money Market Yield" will be a yield (expressed as a percentage) calculated
in accordance with the following formula:

D X 360
Money Market Yield = ----------------- X 100
360 - (D X M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the Interest Period for which interest is being calculated.

FEDERAL FUNDS RATE NOTES

Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

"Federal Funds Rate" means, with respect to any Interest Determination Date
for a Federal Funds Rate Note, the rate on such date for federal funds as
published in H.15(519) under the caption "Federal funds (effective)" or, if not
yet published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the rate on such Interest
Determination Date as published in Composite Quotations under the caption
"Federal Funds/Effective Rate". If, by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is not
yet published in either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight federal funds arranged by three leading dealers of federal funds
transactions in The City of New York, which dealers have been selected by the
Calculation Agent (after consultation with the Company), as of 9:00 A.M., New
York City time, on such Interest Determination Date; PROVIDED, HOWEVER, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date will be the
interest rate in effect on such Interest Determination Date.

LIBOR NOTES

LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread, Spread Multiplier or other formula, if any)
specified in the applicable pricing supplement.

LIBOR with respect to LIBOR Notes indexed to the offered rate for U.S.
dollar deposits will be determined by the Calculation Agent in accordance with
the following provisions under USD-LIBOR-Reuters or under USD-LIBOR-Telerate, as
specified in the applicable pricing supplement:

(i) If USD-LIBOR-Reuters is specified in the applicable pricing
supplement for a LIBOR Note as the method for determining LIBOR with respect
to an Interest Determination Date for such LIBOR Note, LIBOR will be
determined on the basis of the offered rates for deposits in U.S. dollars
having the Index Maturity specified in the applicable pricing supplement,
commencing on the second London Banking Day immediately following such
Interest Determination Date, which appear on the Reuters Screen LIBO Page as
of 11:00 A.M., London time, on such Interest Determination Date. "Reuters
Screen LIBO Page" means the display designated as page "LIBO" on the Reuters
Monitor Money Rates Service (or such other page as may replace the LIBO page
on that service for the purpose of displaying London interbank offered rates
of major banks). If at least two such offered rates appear on the Reuters
Screen LIBO Page, LIBOR for such Interest Determination Date will be the
arithmetic mean of such offered rates as determined by the Calculation
Agent. If fewer than two offered rates appear, LIBOR in respect of such
Interest Determination Date will be determined as described in (iii) below.

S-9
<PAGE>
(ii) If USD-LIBOR-Telerate is specified in the applicable pricing
supplement for a LIBOR Note as the method for determining LIBOR or if no
other method is specified in the applicable pricing supplement for a LIBOR
Note as the method for determining LIBOR with respect to an Interest
Determination Date for such LIBOR Note, LIBOR will be the rate for deposits
in U.S. dollars having the Index Maturity designated in the applicable
pricing supplement, commencing on the second London Banking Day immediately
following such Interest Determination Date, which appears on Telerate Page
3750 as of 11:00 A.M., London time, on such Interest Determination Date.
"Telerate Page 3750" means the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information
vendor, for the purpose of displaying London interbank offered rates of
major banks). If such rate does not appear on Telerate Page 3750, LIBOR for
such Interest Determination Date will be determined as described in (iii)
below.

(iii) With respect to an Interest Determination Date, if
USD-LIBOR-Reuters is the applicable interest rate basis for determining
LIBOR and fewer than two offered rates appear on the Reuters Screen LIBO
Page as specified in (i) above or if USD-LIBOR-Telerate is the applicable
interest rate basis for determining LIBOR and no rate appears on Telerate
Page 3750 as specified in (ii) above, then LIBOR will be determined on the
basis of the rate at which deposits in U.S. dollars are offered by four
major banks in the London interbank market, which banks have been selected
by the Calculation Agent (after consultation with the Company) (the
"Reference Banks"), at approximately 11:00 A.M., London time, on such
Interest Determination Date commencing on the second London Banking Day
immediately following such Interest Determination Date to prime banks in the
London interbank market having the Index Maturity designated in the
applicable pricing supplement and in a principal amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation Agent will request
the principal London office of each of such Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR
in respect of such Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic mean of
the rates quoted by three major banks in The City of New York selected by
the Calculation Agent (after consultation with the Company) at approximately
11:00 A.M., New York City time, on such Interest Determination Date for
loans in U.S. dollars to leading European banks, having the Index Maturity
designated in the applicable pricing supplement commencing on the second
London Banking Day immediately following such Interest Determination Date
and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market at
such time; PROVIDED, HOWEVER, that, if the banks in The City of New York
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date will be the
interest rate in effect on such Interest Determination Date.

If any LIBOR Note is indexed to the offered rates in a Currency other than
U.S. dollars, the applicable pricing supplement will set forth the method for
determining such rate.

PRIME RATE NOTES

Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread, Spread Multiplier or other formula,
if any) specified in the applicable pricing supplement.

"Prime Rate" means, with respect to any Interest Determination Date for a
Prime Rate Note, the rate on such date as published in H.15(519) under the
caption "Bank prime loan" or, if not yet published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank named
on the "Reuters Screen NYMF Page" as such bank's prime rate or base lending rate
as in effect for such Interest Determination Date. "Reuters Screen NYMF Page"
means the display designated as page "NYMF" on the Reuters Monitor Money Rates
Service (such term to include such other page as may replace the NYMF page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks). If fewer than four such rates appear on the Reuters

S-10
<PAGE>
Screen NYMF Page for such Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the year divided by
360 as of the close of business on such Interest Determination Date by four
major money center banks in The City of New York selected by the Calculation
Agent (after consultation with the Company). If fewer than four major money
center banks provide such quotations, such Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of four prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on such Interest Determination Date as furnished in The City
of New York by the major money center banks that have provided quotations and by
as many substitute banks or trust companies as necessary, which are organized
and doing business under the laws of the United States, or any state thereof, in
each case having total equity capital of at least U.S. $500,000,000 and being
subject to supervision or examination by federal or state authority, selected by
the Calculation Agent (after consultation with the Company) to provide such rate
or rates; PROVIDED, HOWEVER, that, if the banks or trust companies selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

TREASURY RATE NOTES

Treasury Rate Notes will bear interest at the interest rate (calculated with
reference to the Treasury Rate and the Spread, Spread Multiplier or other
formula, if any) specified in the applicable pricing supplement.

"Treasury Rate" means, with respect to any Interest Determination Date for a
Treasury Rate Note, the rate for the auction of direct obligations of the United
States ("Treasury bills") held on such Interest Determination Date having the
Index Maturity designated in the applicable pricing supplement as published in
H.15(519) under the caption "Treasury bills-Auction average (investment)" or, if
not yet published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate for
such Interest Determination Date (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity designated in the applicable pricing supplement are not otherwise
reported as provided above by 3:00 P.M., New York City time, on such Calculation
Date or no such auction is held in a particular week, the Treasury Rate will be
calculated by the Calculation Agent and will be a yield to maturity (expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of 3:30 P.M., New York City time, on such Interest Determination Date,
of three leading primary United States government securities dealers selected by
the Calculation Agent (after consultation with the Company) for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
in the applicable pricing supplement; PROVIDED, HOWEVER, that, if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the interest rate for the period commencing on the Interest Reset
Date following such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.

CMT RATE NOTES

CMT Rate Notes will bear interest at the interest rate (calculated with
reference to the Constant Maturity Treasury Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

"CMT Rate" means, with respect to any Interest Determination Date for a CMT
Rate Note, the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption " . . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052, the rate for the week
or the month, as applicable, ended immediately preceding the week in which the
related Interest Determination Date occurs. If such rate is no longer displayed
on the relevant page, or if not

S-11
<PAGE>
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the interest rate for such Interest
Determination Date will be the rate for the Designated CMT Maturity Index as
published in H.15(519) under the caption "U.S. government securities/Treasury
constant maturities." If such rate is no longer published, or if not published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date will be the rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines (with the concurrence of the Company) to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, reported by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York, for the most recently issued direct
noncallable fixed rate obligations of the United States ("U.S. Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity index
minus one year. The three Reference Dealers will be determined by (i) the
selection of five Reference Dealers by the Calculation Agent (after consultation
with the Company) and (ii) the elimination of the Reference Dealers providing
the highest (or, in the event of equality, one of the highest) and the lowest
(or, in the event of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain three such U.S.
Treasury Note quotations, the interest rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date,
reported by three Reference Dealers in The City of New York, selected in the
manner described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity index
and in an amount of at least $100 million. If only three or four such Reference
Dealers are quoting as described above, then the interest rate will be based on
the arithmetic mean of the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the interest rate will be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the U.S. Treasury Note with the shorter remaining term to maturity will be
used.

"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable pricing supplement (or any
other page as may replace such page on that service for the purpose of
displaying treasury constant maturities as reported in H.15(519)). If no such
page is so specified, the Designated CMT Telerate Page shall be 7052 for the
most recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities specified in the applicable pricing supplement with
respect to which the CMT Rate will be calculated. If no such maturity is so
specified, the Designated CMT Maturity Index shall be 2 years.

INVERSE FLOATING RATE NOTES

Any Floating Rate Note may be designated in the applicable pricing
supplement as an "Inverse Floating Rate Note", in which event the interest rate
on such Floating Rate Note will be equal to (i) in the case of the period
commencing on the date of issue up to the first Interest Reset Date, a fixed
rate of interest established by the Company as described in the applicable
pricing supplement and (ii) in the case of each period commencing on an Interest
Reset Date, a fixed rate of interest specified in the applicable pricing
supplement minus the interest rate determined by reference to the Floating
Interest Rate; PROVIDED, HOWEVER, that the interest rate thereon will not be
less than zero and the interest rate in effect for the ten days immediately
prior to the date of Maturity of such Inverse Floating Rate Note will be that in
effect on the 10th day preceding such date.

S-12
<PAGE>
FLOATING RATE/FIXED RATE NOTES

The applicable pricing supplement may provide that a Note will be a Floating
Rate Note for a specified portion of its term and a Fixed Rate Note for the
remainder of its term, in which event the interest rate on such Note will be
determined as herein provided as if it were a Floating Rate Note and a Fixed
Rate Note hereunder for each such respective period, all as specified in such
applicable pricing supplement.

CURRENCY INDEXED NOTES

The Company may from time to time offer Indexed Notes the principal amount
of which payable on the date of Maturity and/or the interest payable on each
Interest Payment Date and on the date of Maturity will be determined by
reference to the rate of exchange between the Specified Currency and the other
Currency specified as the Indexed Currency in the applicable pricing supplement,
or determined in such other manner as may be specified in the applicable pricing
supplement ("Currency Indexed Notes"). Unless otherwise specified in the
applicable pricing supplement, and subject to the limitations set forth under
"Payment of Principal and Interest" below, holders of Currency Indexed Notes
will be entitled to receive (i) a principal amount exceeding the amount
designated as the face amount (the "Face Amount") of such Currency Indexed Note
and/or an amount of interest at an interest rate exceeding the stated rate of
interest, if, on the date of Maturity or the relevant Interest Payment Date, the
rate at which the Specified Currency can be exchanged for the Indexed Currency
is greater than the rate of such exchange designated as the Base Exchange Rate,
expressed in units of the Indexed Currency per one unit of the Specified
Currency, in the applicable pricing supplement (the "Base Exchange Rate"), or
(ii) a principal amount less than the Face Amount of such Currency Indexed Note
and/or an amount of interest at an interest rate less than the stated rate of
interest if, on the date of Maturity or the relevant Interest Payment Date, the
rate at which the Specified Currency can be exchanged for the Indexed Currency
is less than such Base Exchange Rate, in each case determined as described below
under "Payment of Principal and Interest". Information as to the relative
historical value (which is not necessarily predictive of future value) of the
applicable Specified Currency against the applicable Indexed Currency, any
exchange controls applicable to such Specified Currency or Indexed Currency and
certain tax consequences to holders will be set forth in the applicable pricing
supplement. See "Foreign Currency Risks" below.

The term "Exchange Rate Day" means any day that is a Business Day in The
City of New York and, if the Specified Currency or Indexed Currency is a
Currency other than the U.S. dollar, in the principal financial center of the
country of such Specified Currency or Indexed Currency.

PAYMENT OF PRINCIPAL AND INTEREST

Interest on a Currency Indexed Note, if indexed, will be payable by the
Company and calculated in the manner set forth herein and in the applicable
pricing supplement.

Principal on a Currency Indexed Note, if indexed, will be payable by the
Company in the Specified Currency on the date of Maturity in an amount equal to
the Face Amount of such Currency Indexed Note, plus or minus an amount of the
Specified Currency determined by the determination agent specified in the
applicable pricing supplement (the "Determination Agent") by reference to the
difference between the Base Exchange Rate and the rate at which the Specified
Currency can be exchanged for the Indexed Currency as determined on the second
Exchange Rate Day (the "Determination Date") prior to the date of Maturity of
such Currency Indexed Note by the Determination Agent based upon the arithmetic
mean of the open market spot offer quotations for the Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the Determination Agent from
the Reference Dealers (as defined below) in The City of New York at 11:00 A.M.,
New York City time, on the Determination Date, for an amount of Indexed Currency
equal to the Face Amount of such Currency Indexed Note multiplied by the Base
Exchange Rate, in terms of the Specified Currency for settlement on the date of
Maturity (such rate of exchange, as so determined and expressed in units of the
Indexed Currency per one unit of the Specified Currency, is hereinafter referred
to as the "Spot Rate"). If such quotations from the Reference Dealers are not
available on the Determination Date due to circumstances beyond the control of
the Company or the Determination Agent, the Spot Rate will be determined on the
basis of the most recently available quotations from the Reference Dealers. The
principal amount of the Currency Indexed Notes determined by the Determination
Agent to be payable on the date of Maturity will be payable to the holders
thereof in the manner set forth herein and in the

S-13
<PAGE>
applicable pricing supplement. As used herein, the term "Reference Dealers"
shall mean the three banks or firms specified as such in the applicable pricing
supplement or, if any of them shall be unwilling or unable to provide the
requested quotations, such other major money center bank or banks in The City of
New York, selected by the Company, in consultation with the Determination Agent,
to act as Reference Dealer or Dealers in replacement therefor. In the absence of
manifest error, the determination by the Determination Agent of the Spot Rate
and the principal amount of Currency Indexed Notes payable on the date of
Maturity thereof will be final and binding on the Company and the holders of
such Currency Indexed Notes.

On the basis of the aforesaid determination by the Determination Agent and
the formulas and limitations set forth below, (i) if the Base Exchange Rate
equals the Spot Rate for any Currency Indexed Note, then the principal amount of
such Currency Indexed Note payable on the date of Maturity will be equal to the
Face Amount of such Currency Indexed Note; (ii) if the Spot Rate exceeds the
Base Exchange Rate (I.E., the Specified Currency has appreciated against the
Indexed Currency during the term of the Currency Indexed Note), then the
principal amount so payable will be greater than the Face Amount of such
Currency Indexed Note up to an amount equal to twice the Face Amount of such
Currency Indexed Note; (iii) if the Spot Rate is less than the Base Exchange
Rate (I.E., the Specified Currency has depreciated against the Indexed Currency
during the term of the Currency Indexed Note) but is greater than one-half of
the Base Exchange Rate, then the principal amount so payable will be less than
the Face Amount of such Currency Indexed Note; and (iv) if the Spot Rate is less
than or equal to one-half of the Base Exchange Rate, then the Spot Rate will be
deemed to be one-half of the Base Exchange Rate and no principal amount of the
Currency Indexed Note will be payable on the date of Maturity.

Unless otherwise specified in the applicable pricing supplement, the
formulas to be used by the Determination Agent to determine the principal amount
of a Currency Indexed Note payable on the date of Maturity will be as follows:

If the Spot Rate exceeds or equals the Base Exchange Rate, the principal
amount of a Currency Indexed Note payable on the date of Maturity will
equal:

Face Amount + Face Amount X Spot Rate - Base Exchange Rate
( ) --------------------------------
Spot Rate

If the Base Exchange Rate exceeds the Spot Rate, the principal amount of
a Currency Indexed Note payable on the date of Maturity (which will, in no
event, be less than zero) will equal:

Face Amount - Face Amount X Base Exchange Rate - Spot Rate
( ) --------------------------------
Spot Rate

If the formulas set forth above are applicable to a Currency Indexed Note,
the maximum principal amount payable on the date of Maturity in respect of such
a Currency Indexed Note will be an amount equal to twice the Face Amount and the
minimum principal amount payable will be zero.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS
AS TO THE RISKS ENTAILED BY AN INVESTMENT IN CURRENCY INDEXED NOTES. CURRENCY
INDEXED NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY MATTERS.

OTHER INDEXED NOTES AND CERTAIN TERMS APPLICABLE TO ALL INDEXED NOTES

The Company may from time to time offer Indexed Notes, other than Currency
Indexed Notes, the principal amount (or premium, if any) of which payable on the
date of Maturity and/or the interest on which payable on each Interest Payment
Date and on the date of Maturity will be determined by reference to prices,
changes in prices, or differences between prices, of securities, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures. The pricing supplement relating to such an Indexed Note will
describe, as applicable, the method by which the amount of interest, premium and

S-14
<PAGE>
principal payable in respect of such Indexed Note will be determined, certain
special tax consequences to holders of such Notes, certain risks associated with
an investment in such Notes and other information relating to such Notes.

Unless otherwise specified in the applicable pricing supplement, (i) for the
purpose of determining whether holders of the requisite principal amount of Debt
Securities outstanding under the applicable Indenture have made a demand or
given a notice or waiver or taken any other action, the outstanding principal
amount of Indexed Notes will be deemed to be the Face Amount thereof, and (ii)
in the event of an acceleration of the maturity of an Indexed Note, the
principal amount payable to the holder of such Note upon acceleration will be
the principal amount determined by reference to the formula by which the
principal amount of such Note would be determined on the Maturity Date thereof,
as if the date of acceleration were the Maturity Date.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS
AS TO THE RISKS ENTAILED BY AN INVESTMENT IN INDEXED NOTES. INDEXED NOTES ARE
NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT
TO FOREIGN CURRENCY TRANSACTIONS, COMMODITY PRICES AND COMMODITY AND FINANCIAL
OR NON-FINANCIAL INDICES.

SUBSEQUENT INTEREST PERIODS

The pricing supplement relating to each Note will indicate whether the
Company has the option with respect to such Note to reset the interest rate, in
the case of a Fixed Rate Note, or to reset the Spread, Spread Multiplier or
other formula by which the interest rate basis is adjusted (collectively, the
"Floating Rate Formula"), in the case of a Floating Rate Note, and, if so, the
date or dates on which such interest rate or such Floating Rate Formula, as the
case may be, may be reset (each, an "Optional Reset Date"). If the Company has
such option with respect to any Note, the following procedures will apply.

The Company may exercise such option with respect to a Note by notifying the
applicable Trustee of such exercise at least 45 but not more than 60 days prior
to an Optional Reset Date for such Note. Not later than 40 days prior to such
Optional Reset Date, the applicable Trustee will mail to the holder of such Note
a notice (the "Reset Notice") setting forth (i) the election of the Company to
reset the interest rate, in the case of a Fixed Rate Note, or the Floating Rate
Formula, in the case of a Floating Rate Note, (ii) such new interest rate or
such new Floating Rate Formula, as the case may be, and (iii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or, if there is no such next Optional Reset Date, to the
Maturity Date of such Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during such Subsequent
Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Company may, if provided in the applicable pricing
supplement, at its option, revoke the interest rate, in the case of a Fixed Rate
Note, or the Floating Rate Formula, in the case of a Floating Rate Note,
provided for in the Reset Notice and establish a higher interest rate, in the
case of a Fixed Rate Note, or a Floating Rate Formula providing for higher
interest rates, in the case of a Floating Rate Note, for the Subsequent Interest
Period commencing on such Optional Reset Date by causing the applicable Trustee
to transmit notice of such interest rate or higher Floating Rate Formula, as the
case may be, to the holder of such Note. Such notice will be irrevocable. All
Notes with respect to which the interest rate or Floating Rate Formula is reset
on an Optional Reset Date will bear such higher interest rate, in the case of a
Fixed Rate Note, or Floating Rate Formula providing for higher interest rates,
in the case of a Floating Rate Note.

If the Company elects to reset the interest rate of a Fixed Rate Note or the
Floating Rate Formula of a Floating Rate Note, as described above, the holder of
such Note may, if provided for in the applicable pricing supplement, have the
option to elect repayment of such Note by the Company on any Optional Reset Date
at a price equal to the principal amount thereof plus any accrued interest to
such Optional Reset Date. In order for a Note to be so repaid on an Optional
Reset Date, the holder thereof must follow the procedures set forth below under
"Repayment and Repurchase" for optional repayment, except that the period for
delivery of such Note or notification to the applicable Trustee will be at least
25 but not more than 35 days prior to

S-15
<PAGE>
such Optional Reset Date and except that a holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to such Trustee,
revoke any such tender for repayment until the close of business on the tenth
day prior to such Optional Reset Date.

EXTENSION OF MATURITY

The pricing supplement relating to each Note will indicate whether the
Company has the option to extend the Maturity Date of such Note for one or more
periods (each an "Extension Period") up to but not beyond the date (the "Final
Maturity Date") specified in such pricing supplement. If the Company has such
option with respect to any Note, the following procedures will apply.

The Company may exercise such option with respect to a Note by notifying the
applicable Trustee of such exercise at least 45 but not more than 60 days prior
to the Maturity Date of such Note in effect prior to the exercise of such option
(the "Original Maturity Date"). No later than 40 days prior to the Original
Maturity Date, the applicable Trustee will mail to the holder of such Note a
notice (the "Extension Notice") relating to such Extension Period, setting forth
(i) the election of the Company to extend the Maturity Date of such Note, (ii)
the new Maturity Date, (iii) in the case of a Fixed Rate Note, the interest rate
applicable to the Extension Period or, in the case of a Floating Rate Note, the
Floating Rate Formula applicable to the Extension Period, and (iv) the
provisions, if any, for redemption during the Extension Period, including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur. Upon the transmittal by the
applicable Trustee of an Extension Notice to the holder of a Note, the Maturity
Date of such Note will be extended automatically, and, except as modified by the
Extension Notice and as described in the next paragraph, such Note will have the
same terms as prior to the transmittal of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days prior to the Original
Maturity Date for a Note, the Company may, if provided in the applicable pricing
supplement, at its option, reset the interest rate, in the case of a Fixed Rate
Note, or the Floating Rate Formula, in the case of a Floating Rate Note,
provided for in the Extension Notice and establish a higher interest rate, in
the case of a Fixed Rate Note, or a Floating Rate Formula providing for higher
interest rates, in the case of a Floating Rate Note, for the Extension Period by
causing the applicable Trustee to transmit notice of such higher interest rate
or Floating Rate Formula, as the case may be, to the holder of such Note. Such
notice will be irrevocable. All Notes with respect to which the Maturity Date is
extended will bear such higher interest rate, in the case of a Fixed Rate Note,
or Floating Rate Formula providing for higher interest rates, in the case of a
Floating Rate Note, for the Extension Period.

If the Company elects to reset the interest rate or the Floating Rate
Formula of a Note, as provided in the preceding paragraph, the holder of such
Note may, if provided in the applicable pricing supplement, have the option to
elect repayment of such Note by the Company on the Original Maturity Date at a
price equal to the principal amount thereof plus any accrued interest to such
date. In order for a Note to be so repaid on the Original Maturity Date, the
holder thereof must follow the procedures set forth below under "Repayment and
Repurchase" for optional repayment, except that the period for delivery of such
Note or notification to the applicable Trustee will be at least 25 but not more
than 35 days prior to the Original Maturity Date and except that a holder who
has tendered a Note for repayment pursuant to an Extension Notice may, by
written notice to the applicable Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to the Original Maturity
Date.

REDEMPTION

The pricing supplement relating to each Note will indicate whether such Note
will be subject to redemption by the Company and, if so, the initial redemption
date applicable to such Note (the "Initial Redemption Date"). If no Initial
Redemption Date is indicated with respect to a Note, such Note will not be
redeemable prior to the Maturity Date. On and after the Initial Redemption Date
with respect to any Note, such Note will be redeemable at any time in whole or
in part in increments of $1,000 (provided that any remaining principal amount of
such Note will not be less than the minimum authorized denomination of such
Note) at the option of the Company at a redemption price (the "Redemption
Price") determined in accordance with the following paragraph, together with
interest accrued to the date of redemption, on notice given not more than 60 nor
less than 30 days prior to the date of redemption.

S-16
<PAGE>
The Redemption Price for each Note subject to redemption will be (i) in the
case of Notes other than Original Issue Discount Notes, the unpaid principal
amount of such Note or the portion thereof redeemed or (ii) in the case of
Original Issue Discount Notes, an amount equal to the issue price of such
Original Issue Discount Note plus accrued original issue discount to the date of
redemption, in either case multiplied by a certain percentage not less than
100%, which will initially be the percentage (the "Initial Redemption
Percentage") specified in the applicable pricing supplement and which will
decline at each anniversary of the Initial Redemption Date with respect to such
Note by a percentage (the "Annual Redemption Percentage Reduction") of the
principal amount (or, in the case of Original Issue Discount Notes, of the issue
price plus accrued original issue discount) to be redeemed until the Redemption
Price is 100% of such amount. The Initial Redemption Percentage and any Annual
Redemption Percentage Reduction with respect to each Note subject to redemption
prior to the Maturity Date will be fixed at the time of sale and specified in
the applicable pricing supplement.

The Notes will not be subject to any sinking fund.

REPAYMENT AND REPURCHASE

The pricing supplement relating to each Note will indicate whether such Note
will be subject to repayment at the option of the holders thereof and, if so,
the terms of such repayment option and the optional repayment dates applicable
to such Note (the "Optional Repayment Dates"). If no Optional Repayment Date is
specified with respect to a Note, such Note will not be repayable at the option
of the holder prior to the Maturity Date. On any Optional Repayment Date with
respect to any Note, such Note will be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of such Note
will not be less than the minimum authorized denomination of such Note) at the
option of the holder thereof at a repayment price specified in the applicable
pricing supplement, together with interest accrued thereon to the date of
repayment.

In order for a Note to be repaid at the option of the holder, the applicable
Trustee must receive the Note, at least 30 days but not more than 45 days prior
to the repayment date, with the section entitled "Option to Elect Repayment" on
the reverse of the Note duly completed.

With respect to a Global Note, the Depository's nominee that is the
registered holder of such Global Note will be the only entity that can exercise
a right to repayment. In order to ensure the timely exercise of a right to
repayment, the owner of a beneficial interest in a Global Note must instruct the
broker or other direct or indirect participant through which it holds a
beneficial interest in such Global Note to notify the Depository of its desire
to exercise such right. Each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in a Global
Note in order to ascertain the deadline by which such an instruction must be
given in order for timely notice to be delivered by the applicable broker or
participant to the Depository.

The Company may purchase Notes at any price in the open market or otherwise.
Notes so purchased by the Company may, at the discretion of the Company, be
held, resold or surrendered to the applicable Trustee for cancellation.

SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES

Unless otherwise specified in the applicable pricing supplement, the
principal of (and premium, if any) and interest, if any, on Foreign Currency
Notes will be paid in U.S. dollars (converted from such Specified Currency in
the manner described in the next paragraph), unless such holder elects to be
paid in such Specified Currency.

Unless otherwise specified in the applicable pricing supplement, the amount
of U.S. dollar payments to be received by a holder of a Foreign Currency Note
will be based on the bid quotation in The City of New York at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date by the Exchange Rate Agent for the purchase by the
Exchange Rate Agent of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all holders of Foreign Currency Notes scheduled to receive U.S. dollar payments
and at which the Exchange Rate Agent commits to execute a contract. If such bid
quotation is not available, payments will be made in the Specified Currency.

S-17
<PAGE>
Unless otherwise specified in the applicable pricing supplement, a holder of
Foreign Currency Notes may elect to receive payment of principal of (and
premium, if any) and interest, if any, on the Foreign Currency Notes in the
Specified Currency (subject to certain conditions, see "Foreign Currency Risks
- -- Payment Currency" below) by transmitting a written request for such payment
to the corporate trust office of the applicable Trustee in The City of New York
on or prior to the Regular Record Date or at least 16 days prior to the date of
Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered) or by cable, telex or other form of facsimile transmission. A holder
of a Foreign Currency Note may elect to receive payment in the Specified
Currency for all principal (premium, if any) and interest, if any, payments and
need not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the applicable Trustee, but written
notice of any such revocation must be received by such Trustee on or prior to
the Regular Record Date or at least 16 days prior to the date of Maturity, as
the case may be. Holders of Foreign Currency Notes whose Notes are to be held in
the name of a broker or nominee should contact such broker or nominee to
determine whether and how an election to receive payments in the Specified
Currency may be made.

All currency exchange costs will be borne by the Company unless a holder of
a Note has made the election to receive payments in the Specified Currency
referred to in the preceding paragraph. In that case, such holder will bear its
pro rata portion of currency exchange costs, if any, by deductions from payments
otherwise due to such holder.

Principal of (and premium, if any) and interest, if any, on Foreign Currency
Notes paid in U.S. dollars will be paid in the manner specified above for Notes
denominated in U.S. dollars. Interest on Foreign Currency Notes paid in the
Specified Currency, other than interest payable at Maturity, will be paid by the
applicable Trustee on the relevant Interest Payment Date to the holders thereof
by transfer of immediately available funds to an account at a bank designated by
such holders, but only if such bank has the appropriate facilities therefor.
Unless otherwise specified in the applicable pricing supplement, the principal
of (and premium, if any) on Foreign Currency Notes paid in the Specified
Currency, together with interest accrued and unpaid thereon, due at Maturity
will be paid in immediately available funds upon surrender of such Notes at the
corporate trust office of the relevant Trustee in The City of New York.

The pricing supplement relating to a Note denominated in a Specified
Currency other than U.S. dollars will set forth specific information relating to
such Specified Currency, including a description of such Currency, historical
exchange rates and any exchange controls relating thereto and, in the case of a
composite Currency, a description of provisions for payment in the event such
composite Currency is no longer used for the purposes for which it was
established. See "Foreign Currency Risks" below.

S-18
<PAGE>
IMPORTANT CURRENCY EXCHANGE INFORMATION

PAYMENT FOR NOTES

Purchasers are required to pay for Notes in the Specified Currency.
Currently, there are limited facilities in the United States for conversion of
U.S. dollars into foreign currencies and VICE VERSA and banks do not generally
offer non-U.S. dollar checking or savings account facilities in the United
States. However, if requested by a prospective purchaser of Notes denominated in
a Currency other than U.S. dollars, the Agent soliciting the offer to purchase
will arrange for the conversion of U.S. dollars into such Specified Currency to
enable the purchaser to pay for such Notes. Such request must be made on or
before the fifth Business Day preceding the date of delivery of the Notes, or by
such other date as is determined by the Agent that presents such offer to the
Company. Each such conversion will be made by the relevant Agent on such terms
and subject to such conditions, limitations and charges as such Agent may from
time to time establish in accordance with its regular foreign exchange practice.
All costs of exchange will be borne by the purchasers of the Notes.

GOVERNING LAW AND JUDGMENTS

The Indentures and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York. An action based upon an
obligation denominated in a Specified Currency other than U.S. dollars can be
brought in courts in the United States. However, courts in the United States
have not customarily rendered judgments for money damages denominated in any
currency other than U.S. dollars. The Judiciary Law of the State of New York
provides, however, that an action based upon an obligation denominated in a
currency other than U.S. dollars will be rendered in the foreign currency of the
underlying obligation and converted into U.S. dollars at a rate of exchange
prevailing on the date of the entry of the judgment or decree.

FOREIGN CURRENCY RISKS

EXCHANGE RATES AND EXCHANGE CONTROLS

An investment in Foreign Currency Notes and Currency Indexed Notes entails
significant risks that are not associated with investments in debt instruments
denominated in U.S. dollars. Such risks include, without limitation, the
possibility of significant changes in the rate of exchange between the U.S.
dollar and the Specified Currency or Indexed Currency and the rate of exchange
between the Specified Currency in which a Currency Indexed Note is denominated
and the Indexed Currency and the possibility of the imposition or modification
of foreign exchange controls by either the United States or foreign governments,
which risks generally depend on economic and political events. In recent years,
rates of exchange between the U.S. dollar and certain foreign currencies have
been volatile and such volatility may continue in the future. Fluctuations in
any particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations in the rate that may occur during the term
of any Foreign Currency Note or Currency Indexed Note. Fluctuations in exchange
rates against the U.S. dollar could result in a decrease in the U.S.
dollar-equivalent yield of Foreign Currency Notes or Currency Indexed Notes, in
the U.S. dollar-equivalent value of the principal repayable at Maturity of such
Notes and, generally, in the U.S. dollar-equivalent market value of such Notes.
The currency risks with respect to Foreign Currency Notes or Currency Indexed
Notes will be further described in the applicable pricing supplement.

Foreign exchange rates can either float or be fixed by sovereign
governments. Exchange rates of most economically developed nations are permitted
to fluctuate in value relative to the U.S. dollar. Governments, however, often
do not voluntarily allow their currencies to float freely in response to
economic forces. Instead, governments use a variety of techniques, such as
intervention by that country's central bank, or the imposition of regulatory
controls or taxes, to affect the exchange rate of their currencies. Governments
may also issue a new currency to replace an existing currency or alter the
exchange rate or relative exchange characteristics by the devaluation or
revaluation of a currency. Thus, a special risk in purchasing Foreign Currency
Notes or Currency Indexed Notes is that their U.S. dollar-equivalent yields
could be affected by governmental actions that could change or interfere with
theretofore freely determined currency valuation, fluctuations in response to
other market forces and the movement of currencies across borders. There will be
no adjustment or change in the terms of the Foreign Currency Notes or Currency
Indexed Notes in the event

S-19
<PAGE>
that exchange rates should become fixed, or in the event of any devaluation or
revaluation or imposition of exchange or other regulatory controls or taxes, or
in the event of other developments, affecting the U.S. dollar or any applicable
Currency.

Unless otherwise specified in the applicable pricing supplement, Notes
denominated in a Specified Currency other than U.S. dollars will not be sold in,
or to residents of, the country of such Specified Currency in which such Notes
are denominated. The information set forth in this prospectus supplement is
directed to prospective purchasers who are residents of the United States and is
not directed at persons who are residents of countries other than the United
States. Persons who are not residents of the United States should consult their
own legal advisors with regard to such matters.

AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY
INDEXED NOTES INVOLVES SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH
RISKS CHANGE CONTINUOUSLY. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED IN AN INVESTMENT IN
FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES. SUCH NOTES ARE NOT AN
APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH
RESPECT TO FOREIGN CURRENCY MATTERS.

PAYMENT CURRENCY

Except as set forth below, if an applicable Specified Currency other than
U.S. dollars is not available for the payment of principal (premium, if any) or
interest, if any, with respect to Foreign Currency Notes or Currency Indexed
Notes, as the case may be, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, or is no longer used by the
government of the country issuing such Currency or for the settlement of
transactions by public institutions of or within the international banking
community, the Company will be entitled to satisfy its obligations to holders of
such Notes by making such payment in U.S. dollars on the basis of the Market
Exchange Rate on the second Business Day prior to such payment or, if such
Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated in an applicable
pricing supplement. The "Market Exchange Rate" will be the noon buying rate in
The City of New York for cable transfers of such Specified Currency as certified
for customs purposes by the Federal Reserve Bank of New York.

If payment on a Foreign Currency Note or Currency Indexed Note is required
to be made in ECU and ECU is unavailable due to the imposition of exchange
controls or other circumstances beyond the control of the Company, or is no
longer used in the European Monetary System, all payments due on that due date
with respect to such Notes shall be made in U.S. dollars. The amount so payable
on any date in ECU will be converted into U.S. dollars at a rate determined by
the Exchange Rate Agent as of the second Business Day prior to the date on which
such payment is due on the following basis. The component currencies of the ECU
for this purpose (the "Components") will be the currency amounts which were
components of the ECU as of the last date on which the ECU was used in the
European Monetary System. The equivalent of the ECU in U.S. dollars will be
calculated by aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components will be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate, or as otherwise specified in the applicable pricing supplement.

If the official unit of any component currency of the ECU is altered by way
of combination or subdivision, the number of units of that currency as a
Component will be divided or multiplied in the same proportion. If two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components will be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a Component
will be replaced by amounts of such two or more currencies, each of which will
have a value on the date of division equal to the amount of the former component
currency divided by the number of currencies into which that currency was
divided.

S-20
<PAGE>
All determinations referred to above made by the Exchange Rate Agent will be
at its sole discretion (except to the extent expressly provided that any
determination is subject to approval by the Company) and, in the absence of
manifest error, will be conclusive for all purposes and binding on holders of
the Foreign Currency Notes and Currency Indexed Notes, as the case may be, and
the Exchange Rate Agent will have no liability therefor.

Any payment made in U.S. dollars under the circumstances described above
where the required payment is in a Currency other than U.S. dollars will not
constitute a default under either Indenture.

UNITED STATES TAXATION

In the opinion of Shearman & Sterling, special tax counsel to the Company,
the following summary accurately describes the material United States federal
income tax consequences of the purchase, ownership, and disposition of a Note.
Such opinion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations (including proposed Regulations and temporary
Regulations) promulgated thereunder, rulings, official pronouncements and
judicial decisions, all as in effect on the date of this prospectus supplement
and all of which are subject to change, possibly with retroactive effect, or to
different interpretations. This summary provides general information only and
does not purport to address all of the federal income tax consequences that may
be applicable to a holder of a Note. It does not address all of the tax
consequences that may be relevant to certain types of holders subject to special
treatment under the federal income tax law, such as individual retirement and
other tax-deferred accounts, dealers in securities or currencies, life insurance
companies, tax-exempt organizations, persons holding Notes as a hedge or hedged
against currency risk, as a position in a straddle for tax purposes, as part of
a "synthetic security" or other integrated investment comprised of a Note and
one or more other investments or United States persons (as defined below) whose
functional currency is other than the U.S. dollar. It also does not discuss the
tax consequences to subsequent purchasers of Notes and is limited to investors
who hold Notes as a capital asset. The federal income tax consequences of
purchasing, holding or disposing of a particular Note will depend, in part, on
the particular terms of such Note as set forth in the applicable pricing
supplement. The federal income tax consequences of purchasing, holding or
disposing of Foreign Currency Notes (other than Single Foreign Currency Notes),
Amortizing Notes, Floating Rate/Fixed Rate Notes, Inverse Floating Rate Notes,
Currency Indexed Notes or any other Indexed Notes will be set out in the
applicable pricing supplement. Persons considering the purchase of Notes and
making any election under the Code or the Treasury Regulations with respect to
such Notes should consult their own tax advisors concerning the application of
the United States federal income tax law to their particular situations as well
as any tax consequences arising under the law of any state, local or foreign tax
jurisdiction.

"Single Foreign Currency Note" shall mean a Note on which all payments a
holder is entitled to receive are denominated in or determined by reference to
the value of a single Foreign Currency. "Foreign Currency" shall mean a currency
or currency unit, other than a hyperinflationary currency or the U.S. dollar.

UNITED STATES PERSONS

For purposes of the following discussion, "United States person" means an
individual who is a citizen or resident of the United States, an estate or trust
subject to United States federal income taxation without regard to the source of
its income, or a corporation, partnership or other entity created or organized
in or under the law of the United States or any state or the District of
Columbia. The following discussion pertains only to a holder of a Note who is a
beneficial owner of such Note and who is a "United States person".

PAYMENTS OF INTEREST ON NOTES THAT ARE NOT DISCOUNT NOTES

Except as discussed below under "Discount Notes" and "Short-Term Notes",
payments of interest on a Note will be taxable to a holder as ordinary interest
income at the time it is accrued or received in accordance with the holder's
method of tax accounting. If the payment is denominated in or determined with
reference to a single Foreign Currency, the amount required to be included in
income by a cash basis holder will be the U.S. dollar value of the amount paid
(determined on the basis of the "spot rate" on the date such payment is
received) regardless of whether the payment is in fact converted into U.S.
dollars. No exchange gain or loss will be recognized with respect to the receipt
of such payment.

S-21
<PAGE>
Except in the case of a Spot Rate Convention Election (as defined below), a
holder of a Single Foreign Currency Note who is required to accrue interest
income prior to receipt will be required to include in income for each taxable
year the U.S. dollar value of the interest that has accrued during such year,
determined by translating such interest at the average rate of exchange for the
period or periods during which such interest has accrued. The average rate of
exchange for an interest accrual period (or partial period) is the simple
average of the spot exchange rates for each business day of such period (or such
other average that is reasonably derived and consistently applied by the
holder). Upon receipt of an interest payment, such holder will recognize
ordinary gain or loss in an amount equal to the difference between the U.S.
dollar value of the Foreign Currency received (determined on the basis of the
"spot rate" on the date such payment is received) or, in the case of interest
received in U.S. dollars rather than in Foreign Currency, the amount so received
and the U.S. dollar value of the interest income that such holder has previously
included in income with respect to such payment. Any such gain or loss generally
will not be treated as interest income or expense, except to the extent provided
by administrative pronouncements of the Internal Revenue Service (the
"Service").

A holder may elect (a "Spot Rate Convention Election") to translate accrued
interest into U.S. dollars at the "spot rate" on the last day of an accrual
period for the interest, or, in the case of an accrual period that spans two
taxable years, at the "spot rate" on the last day of the taxable year.
Additionally, if a payment of interest is received within five business days of
the last day of the accrual period, an electing holder may instead translate
such accrued interest into U.S. dollars at the "spot rate" on the day of
receipt.

For purposes of this discussion, the "spot rate" generally means a rate that
reflects a fair market rate of exchange available to the public for currency
under a "spot contract" in a free market and involving representative amounts. A
"spot contract" is a contract to buy or sell a currency on or before two
business days following the date of the execution of the contract. If such a
spot rate cannot be demonstrated, the Service has the authority to determine the
spot rate.

PURCHASE, SALE, EXCHANGE OR RETIREMENT OF NOTES

A holder's tax basis in a Note generally will be the U.S. dollar cost of the
Note to such holder (which in the case of a Note purchased with Foreign Currency
will be determined by translating the purchase price at the spot rate on the
date of purchase), increased by any original issue discount, market discount or
acquisition discount (all as defined below) previously included in the holder's
gross income (as described below), and reduced by any amortized premium (as
described below) and any principal payments and payments of stated interest that
are not payments of fixed periodic interest (as defined below).

Upon the sale, exchange or retirement of a Note, a holder generally will
recognize gain or loss equal to the difference between the amount realized on
the sale, exchange or retirement (or the U.S. dollar value at the spot rate on
the date of the sale, exchange or retirement of the amount realized in Foreign
Currency), except to the extent such amount is attributable to accrued interest,
and the holder's tax basis in the Note. Except with respect to (i) gains or
losses attributable to changes in exchange rates (as described in the next
paragraph), (ii) gain attributable to market discount (as described below) and
(iii) gain on the disposition of a Short-Term Note (as described below), gain or
loss so recognized will be capital gain or loss and will be long-term capital
gain or loss, if, at the time of the sale, exchange or retirement, the Note was
held for more than one year. Under current law, long-term capital gains of
individuals are, under certain circumstances, taxed at lower rates than items of
ordinary income.

Gain or loss recognized by a holder on the sale, exchange or retirement of a
Single Foreign Currency Note that is attributable to changes in exchange rates
will be treated as ordinary income or loss and generally will not be treated as
interest income or expense except to the extent provided by administrative
pronouncements of the Service. Gain or loss attributable to changes in exchange
rates is recognized on the sale, exchange or retirement of a Single Foreign
Currency Note only to the extent of the total gain or loss recognized on such
sale, exchange or retirement.

EXCHANGE OF FOREIGN CURRENCY

A holder's tax basis in Foreign Currency purchased by the holder generally
will be the U.S. dollar value thereof at the spot rate on the date such Foreign
Currency is purchased. A holder's tax basis in Foreign

S-22
<PAGE>
Currency received as interest on, or on the sale, exchange or retirement of, a
Single Foreign Currency Note will be the U.S. dollar value thereof at the spot
rate at the time such Foreign Currency is received. The amount of gain or loss
recognized by a holder on a sale, exchange or other disposition of Foreign
Currency will be equal to the difference between (i) the amount of U.S. dollars,
the U.S. dollar value at the spot rate of the Foreign Currency, or the fair
market value in U.S. dollars of the property received by the holder in the sale,
exchange or other disposition, and (ii) the holder's tax basis in the Foreign
Currency.

Accordingly, a holder that purchases a Note with Foreign Currency will
recognize gain or loss in an amount equal to the difference, if any, between
such holder's tax basis in the Foreign Currency and the U.S. dollar value at the
spot rate of the Foreign Currency on the date of purchase. Generally, any such
gain or loss will be ordinary income or loss and will not be treated as interest
income or expense, except to the extent provided by administrative
pronouncements of the Service.

SUBSEQUENT INTEREST PERIODS AND EXTENSION OF MATURITY

If so specified in the pricing supplement relating to a Note, the Company
may have the option (a) to reset the interest rate, in the case of a Fixed Rate
Note, or to reset the Spread, the Spread Multiplier or other formula by which
the interest rate basis is adjusted, in the case of a Floating Rate Note, and/or
(b) to extend the Maturity of such Note. See "Description of Notes -- Subsequent
Interest Periods" and "Description of Notes -- Extension of Maturity". The
treatment of a holder of Notes with respect to which such an option has been
exercised who does not elect to have the Company repay such Notes on the
applicable Optional Reset Date or Original Maturity Date will depend on the
terms established for such Notes by the Company pursuant to the exercise of such
option (the "revised terms"). Depending on the particular circumstances, such
holder may be treated as having surrendered such Notes for new Notes with the
revised terms in either a taxable exchange or a recapitalization qualifying for
nonrecognition of gain or loss.

DISCOUNT NOTES

The following summary is a general description of U.S. federal income tax
consequences to holders of Notes issued with original issue discount ("Discount
Notes") and is based on the provisions of the Code as in effect on the date
hereof and on certain Treasury Regulations promulgated thereunder and published
in the Federal Register on February 2, 1994 (the "OID Regulations").

For U.S. federal income tax purposes, original issue discount is the excess
of the stated redemption price at maturity of each Discount Note over its issue
price if such excess is greater than or equal to a DE MINIMIS amount (generally
1/4 of 1% of the Discount Note's stated redemption price at maturity multiplied
by the number of complete years to maturity from the issue date). The issue
price of an issue of Discount Notes that are issued for cash will be equal to
the first price at which a substantial amount of such Notes are sold to the
public. The stated redemption price at maturity of a Discount Note is the sum of
all payments provided by the Discount Note other than payments of "qualified
stated interest". Under the OID Regulations, "qualified stated interest"
includes stated interest that is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually at a single fixed
rate of interest. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Except as described below with respect to Short-Term Notes, a holder of a
Discount Note will be required to include original issue discount in taxable
income as it accrues before the receipt of cash attributable to such income,
regardless of such holder's method of accounting for tax purposes.

The amount of original issue discount includable in taxable income by the
initial holder of a Discount Note is the sum of the daily portions of original
issue discount with respect to such Note for each day during the taxable year on
which such holder held such Note ("accrued original issue discount"). Generally,
the daily portion of the original issue discount is determined by allocating to
each day in any "accrual period" a ratable portion of the original issue
discount allocable to such accrual period. Under the OID Regulations, the
"accrual periods" for a Discount Note may be selected by each holder, may be of
any length, and may vary in length over the term of the Discount Note, provided
that each accrual period is no longer than one year and each scheduled payment
of principal or interest occurs either on the first day or on the final day of
an accrual period. The amount of original issue discount allocable to each
accrual period is equal to the excess (if any) of (a) the product of a Discount
Note's adjusted issue price at the beginning of such accrual period and its
yield to maturity (determined on the basis of compounding at the close of each
accrual period

S-23
<PAGE>
and adjusted for the length of such accrual period) over (b) the amount of the
qualified stated interest, if any, payable on such Discount Note and allocable
to such accrual period. The "adjusted issue price" of a Discount Note at the
beginning of any accrual period generally is the sum of the issue price of a
Discount Note plus the accrued original issue discount allocable for all prior
accrual periods reduced by any prior payment on the Discount Note other than a
payment of qualified stated interest. Under these rules, a holder of a Discount
Note generally will have to include in taxable income increasingly greater
amounts of original issue discount in successive accrual periods.

Original issue discount on a Discount Note that is also a Single Foreign
Currency Note will be determined for any accrual period in the applicable
Foreign Currency and then translated into U.S. dollars in the same manner as
interest income accrued by a holder on the accrual basis, including the
application of a Spot Rate Convention Election. See "Payments of Interest on
Notes that are not Discount Notes". Likewise, upon receipt of payment
attributable to original issue discount (whether in connection with a payment of
interest or the sale, exchange or retirement of a Discount Note), a holder will
recognize exchange gain or loss to the extent of the difference between such
holder's basis in the accrued original issue discount (determined in the same
manner as for accrued interest) and the U.S. dollar value of such payment
(determined by translating any Foreign Currency received at the spot rate on the
date of payment). Generally, any such exchange gain or loss will be ordinary
income or loss and will not be treated as interest income or expense, except to
the extent provided in administrative pronouncements of the Service. For this
purpose, all payments on a Note will be viewed first as the payment of qualified
stated interest (determined under the original issue discount rules), second as
payments of previously accrued original issue discount (to the extent thereof),
with payments considered made for the earliest accrual periods first, and
thereafter as the payment of principal.

If a holder's tax basis in a Discount Note immediately after its purchase
exceeds the adjusted issue price of the Discount Note (the amount of such excess
is considered "acquisition premium") but is not greater than the stated
redemption price at maturity of such Discount Note, the amount includible in
income in each taxable year as original issue discount is reduced (but not below
zero) by that portion of the excess properly allocable to such year.

If a holder purchases a Discount Note for an amount in excess of the stated
redemption price at maturity, the holder does not include any original issue
discount in income and generally may be subject to the "bond premium" rules
discussed below. See "Amortizable Bond Premium". If a holder has a tax basis in
a Discount Note that is less than the adjusted issue price of such Discount
Note, the difference will be subject to the market discount provisions discussed
below. See "Market Discount".

Under the OID Regulations, a holder of a Note may elect to include in gross
income all interest that accrues on such Note using the constant yield method.
For this purpose, interest includes stated interest, acquisition discount,
original issue discount, DE MINIMIS original issue discount, market discount, DE
MINIMIS market discount, and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium. Special rules apply with respect to
elections made with respect to Notes issued with amortizable bond premium or
market discount. Once made with respect to a Note, the election cannot be
revoked without the consent of the Service. A holder considering an election
under these rules should consult a tax advisor.

MARKET DISCOUNT

If a holder purchases a Note (other than a Discount Note) for an amount that
is less than its stated redemption price at maturity or purchases a Discount
Note for less than its "revised issue price" (as defined under the Code) as of
the purchase date, the amount of the difference will be treated as "market
discount" unless such difference is less than a specified DE MINIMIS amount.
Under the market discount rules of the Code, a holder will be required to treat
any partial principal payment (or, in the case of a Discount Note, any payment
that does not constitute qualified stated interest) on, or any gain realized on
the sale, exchange or retirement of, a Note as ordinary income to the extent of
the market discount which has not previously been included in income and is
treated as having accrued on such Note at the time of such payment or
disposition. Further, a disposition of a Note by gift (and in certain other
circumstances) could result in the recognition of market discount income,
computed as if such Note had been sold at its then fair market value. In
addition, a

S-24
<PAGE>
holder who purchases a Note with market discount may be required to defer the
deduction of all or a portion of the interest paid or accrued on any
indebtedness incurred or maintained to purchase or carry such Note until the
maturity of the Note or its earlier disposition in a taxable transaction.

Market discount is considered to accrue ratably during the period from the
date of acquisition to the maturity date of a Note, unless the holder elects to
accrue market discount under the rules applicable to original issue discount. A
holder may elect to include market discount in income currently as it accrues,
in which case the rules described above regarding the deferral of interest
deductions will not apply.

With respect to a Single Foreign Currency Note, market discount is
determined in the applicable Foreign Currency. In the case of a holder who does
not elect current inclusion, accrued market discount is translated into U.S.
dollars at the spot rate on the date of disposition. No part of such accrued
market discount is treated as exchange gain or loss. In the case of a holder who
elects current inclusion, the amount currently includible in income for a
taxable year is the U.S. dollar value of the market discount that has accrued
during such year, determined by translating such market discount at the average
rate of exchange for the period or periods during which it accrued. Such an
electing holder will recognize exchange gain or loss with respect to accrued
market discount under the same rules as apply to accrued interest on a Single
Foreign Currency Note received by a holder on the accrual basis. See "Payments
of Interest on Notes that are not Discount Notes".

AMORTIZABLE BOND PREMIUM

Generally, if a holder's tax basis in a Note held as a capital asset exceeds
the stated redemption price at maturity of such Note, such excess may constitute
amortizable bond premium that the holder may elect to amortize under the
constant interest rate method over the period from his acquisition date to the
Note's maturity date. Under certain circumstances, amortizable bond premium may
be determined by reference to an early call date. Special rules apply with
respect to Single Foreign Currency Notes.

SHORT-TERM NOTES

In general, an individual or other cash method holder of a Note that matures
one year or less from the date of its issuance (a "Short-Term Note") is not
required to accrue original issue discount on such Note unless it has elected to
do so. Holders who report income for federal income tax purposes under the
accrual method, however, and certain other holders, including banks, dealers in
securities and electing holders, are required to accrue original issue discount
(unless the holder elects to accrue "acquisition discount" in lieu of original
issue discount) on such Note. "Acquisition discount" is the excess of the
remaining stated redemption price at maturity of the Short-Term Note over the
holder's tax basis in the Short-Term Note at the time of the acquisition. In the
case of a holder who is not required and does not elect to accrue original issue
discount on a Short-Term Note, any gain realized on the sale, exchange or
retirement of such Short-Term Note will be ordinary income to the extent of the
original issue discount accrued through the date of sale, exchange or
retirement. Such a holder will be required to defer, until such Short-Term Note
is sold or otherwise disposed of, the deduction of a portion of the interest
expense on any indebtedness incurred or continued to purchase or carry such
Short-Term Note. Original issue discount or acquisition discount on a Short-Term
Note accrues on a straight-line basis unless an election is made to use the
constant yield method (based on daily compounding).

In the case of a Short-Term Note that is also a Single Foreign Currency
Note, the amount of original issue discount or acquisition discount subject to
current accrual and the amount of any exchange gain or loss on a sale, exchange
or retirement are determined under the same rules that apply to accrued interest
on a Single Foreign Currency Note held by a holder on the accrual basis. See
"Payments of Interest on Notes that are not Discount Notes".

The market discount rules will not apply to a Short-Term Note having market
discount.

NON-UNITED STATES PERSONS

Subject to the discussion of backup withholding below, payments of
principal, premium, if any, and interest (including original issue discount) by
the Company or its agent (in its capacity as such) to any holder who is a
beneficial owner of a Note but is not a United States person will not be subject
to United States federal withholding tax provided, in the case of premium, if
any, and interest (including original issue

S-25
<PAGE>
discount) that (i) such holder does not actually or constructively own 10% of
more of the total combined voting power of all classes of stock of the Company
entitled to vote, (ii) such holder is not a controlled foreign corporation for
United States tax purposes that is related to the Company through stock
ownership, and (iii) either (A) the beneficial owner of the Note certifies to
the Company or its agent, under penalties of perjury, that he is not a United
States person and provides his name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial
institution") certifies to the Company or its agent, under penalties of perjury,
that the certification described in clause (A) hereof has been received from the
beneficial owner by it or by another financial institution acting for the
beneficial owner.

If a holder of a Note who is not a United States person is engaged in a
trade or business in the United States and premium, if any, or interest
(including original issue discount) on the Note is effectively connected with
the conduct of such trade or business, such holder, although exempt from United
States withholding tax as discussed in the preceding paragraph (or by reason of
the delivery of properly completed Form 4224), will be subject to United States
federal income tax on such premium, if any, and interest (including original
issue discount) in the same manner as if it were a United States person.

Subject to the discussion of "backup" withholding below, any capital gain
realized upon the sale, exchange or retirement of a Note by a holder who is not
a United States person will not be subject to United States federal income or
withholding taxes unless (i) such gain is effectively connected with a United
States trade or business of the holder, or (ii) in the case of an individual,
such holder is present in the United States for 183 days or more in the taxable
year of the retirement or disposition and certain other conditions are met.

Notes held by an individual who is neither a citizen nor a resident of the
United States for United States federal income tax purposes at the time of such
individual's death will not be subject to United States federal estate tax,
provided that the income from the Notes was not or would not have been
effectively connected with a United States trade or business of such individual
and that such individual qualified for the exemption from United States federal
withholding tax (without regard to the certification requirements) that is
described above.

BACKUP WITHHOLDING AND INFORMATION REPORTING

The "backup" withholding and information reporting requirements may apply to
certain payments of principal, premium, if any, and interest (including original
issue discount) on a Note and to certain payments of proceeds of the sale or
retirement of a Note. The Company, its agent, a broker, the Trustee or any
paying agent, as the case may be, will be required to withhold tax from any
payment that is subject to backup withholding at a rate of 31% of such payment
if the holder fails to furnish his taxpayer identification number (social
security number or employer identification number), to certify that such holder
is not subject to backup withholding, or to otherwise comply with the applicable
requirements of the backup withholding rules. Certain holders (including, among
others, all corporations) are not subject to the backup withholding and
reporting requirements.

Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by the Company or any agent thereof
(in its capacity as such) to a holder of a Note who has provided the required
certification under penalties of perjury that it is not a United States person
as set forth in clause (iii) in the first paragraph under "Non-United States
Persons" or has otherwise established an exemption (provided that neither the
Company nor such agent has actual knowledge that the holder is a United States
person or that the conditions of any other exemption are not in fact satisfied).

Any amounts withheld under the backup withholding rules from a payment to a
holder may be claimed as a credit against such holder's United States federal
income tax liability.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

S-26
<PAGE>
PLAN OF DISTRIBUTION

The Notes are offered on a continuing basis by the Company through the
Agents, who have agreed to use their best efforts to solicit purchases of the
Notes. The Company may also sell Notes directly to investors on its own behalf
or to an Agent as principal. Unless otherwise agreed by the Company and the
Agents, the Company will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of such Notes in whole or in part. Each
Agent will have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes through it as Agent in whole or in part. The Company
will pay each Agent a commission, in the form of a discount or otherwise,
ranging from .125% to .675% of the price to the public of any Senior Notes sold
through such Agent, depending on the maturity of such Senior Notes. The schedule
of commissions payable in connection with sales of Senior Notes will also apply
to sales of Subordinated Notes unless otherwise agreed to by the Company and the
Agents.

In addition, the Agents may offer the Notes they have purchased as principal
to other brokers or dealers. The Agents may sell Notes to any broker or dealer
at a discount and, unless otherwise specified in the applicable pricing
supplement, such discount allowed to any broker or dealer will not be in excess
of 66 2/3% of the discount to be received by such Agent from the Company. Unless
otherwise indicated in the applicable pricing supplement, any Note sold to an
Agent as principal will be purchased by such Agent at a price equal to 100% of
the principal amount thereof less a percentage equal to the commission
applicable to an agency sale of a Note of identical maturity and rank, and may
be resold by the Agent to investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale as determined by the
applicable Agent or, if so specified in the applicable pricing supplement, for
resale at a fixed public offering price. After the initial public offering of
Notes to be resold to investors and other purchasers, the public offering price
(in the case of Notes to be resold on a fixed public offering price basis), the
concession and the discount may be changed.

Unless otherwise specified in the applicable pricing supplement, payment of
the purchase price of the Notes acquired through an Agent acting as Agent is
required to be made in immediately available funds in The City of New York.

The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Securities Act. The Agents may engage in other
transactions with, or perform other services for, the Company in the ordinary
course of business.

The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. The Company has been advised
by the Agents that they may from time to time make a market in the Notes, but
they are not obligated to do so and may discontinue such market-making at any
time without notice. Further, each of the Agents may from time to time purchase
and sell Notes in the secondary market, but is not obligated to do so. No
assurance can be given as to the liquidity of any trading market for the Notes.

In addition to the offerings of Notes described herein, Debt Securities
having terms substantially similar to the terms of the Notes offered hereby (but
constituting a separate series of Debt Securities for purposes of the applicable
Indenture) may be offered outside the United States by the Company on a
continuing basis concurrently with the offering of the Notes hereby. The Company
may also sell Notes or other Debt Securities pursuant to another prospectus
supplement to the accompanying prospectus. Any such sales will reduce the
principal amount of Notes that may be offered by this prospectus supplement and
the accompanying prospectus.

S-27
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 16, 1994

PROSPECTUS

DEERE & COMPANY
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES

Deere & Company (the "Company") may offer and sell from time to time under
this prospectus, together or separately, (i) its unsecured debt securities (the
"Debt Securities"), which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") and (ii) warrants to purchase Debt
Securities (the "Debt Warrants"), all on terms to be determined at the time of
the offering.

The Debt Securities or Debt Warrants, or a combination thereof, proposed to
be sold pursuant to this prospectus and the accompanying prospectus supplement
are referred to as the "Offered Securities", and the Offered Securities,
together with any Debt Securities issuable upon exercise of Debt Warrants, are
referred to as the "Securities". Securities with an aggregate initial offering
price of up to $500,000,000 (or the equivalent thereof if any of the Securities
are denominated in a currency, currency unit or composite currency ("Currency")
other than the U.S. dollar) may be issued under this prospectus.

The prospectus supplement accompanying this prospectus sets forth, with
respect to each series or issue of Securities for which this prospectus and the
prospectus supplement are being delivered: (i) the terms of the Debt Securities
offered, including, where applicable, their title, ranking, aggregate principal
amount, maturity, rate of any interest (or manner of calculation) and time of
payment thereof, any redemption or repayment terms, the Currency or Currencies
in which such Debt Securities will be denominated or payable, any index, formula
or other method pursuant to which principal, premium, if any, or interest, if
any, may be determined and the form of such Debt Securities (which may be in
registered, bearer or global form); (ii) the terms of any Debt Warrants offered,
including, the exercise price, detachability, expiration date and other terms
and (iii) any initial offering price, the purchase price and net proceeds to the
Company and the other specific terms related to the offering of such Securities.

The Company may sell Offered Securities to or through underwriters, dealers
or agents, and also may sell Offered Securities directly to other purchasers.
See "Plan of Distribution". No Offered Securities may be sold without delivery
of a prospectus supplement describing such Offered Securities and the method and
terms of offering thereof.

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

The date of this prospectus is June , 1994.
<PAGE>
AVAILABLE INFORMATION

Deere & Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 W. Madison
Street, Chicago, Illinois 60606; and Seven World Trade Center, New York, New
York 10048; and copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated in this prospectus by reference:

1. Annual report on Form 10-K for the fiscal year ended October 31, 1993;

2. Quarterly reports on Form 10-Q for the quarters ended January 31, 1994
and April 30, 1994; and

3. Current reports on Form 8-K dated December 7, 1993, January 13, 1994,
February 22, 1994 and May 24, 1994.

All documents subsequently filed by the Company pursuant to sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of any offering of the Securities made by this prospectus shall be
deemed to be incorporated by reference in this prospectus and to be a part of
this prospectus from the date of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein (or in the
accompanying prospectus supplement) or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
replaces such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

The Company will provide without charge to each person to whom this
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above that have been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Such written or oral request should be directed to Deere & Company,
John Deere Road, Moline, Illinois 61265-8098, Attention: Corporate Secretary
(309/765-8000).

2
<PAGE>
THE COMPANY

The Company and its subsidiaries (collectively called "John Deere")
manufacture, distribute and finance a full range of agricultural equipment; a
broad range of industrial equipment for construction, forestry and public works;
and a variety of lawn and grounds care equipment. The Company also provides
credit, health care and insurance products for businesses and the general
public. The Company believes that its worldwide sales of agricultural equipment
during recent years have been greater than those of any other business
enterprise. It also believes that John Deere is an important provider of most of
the types of industrial equipment that it markets, and a leader in some size
ranges. The Company also believes it is the largest manufacturer of lawn and
garden tractors and provides the broadest line of grounds care equipment in
North America. John Deere's operations are categorized into five business
segments:

The Company's worldwide AGRICULTURAL EQUIPMENT segment manufactures and
distributes a full range of equipment used in commercial farming--including
tractors; tillage, soil preparation, planting and harvesting machinery; and
crop handling equipment.

The Company's worldwide INDUSTRIAL EQUIPMENT segment manufactures and
distributes a broad range of machines used in construction, earthmoving and
forestry--including backhoe loaders; crawler dozers and loaders;
four-wheel-drive loaders; scrapers; motor graders; excavators; and log
skidders. This segment also includes the manufacture and distribution of
engines and drivetrain components for the original equipment manufacturers
(OEM) market.

The Company's worldwide LAWN AND GROUNDS CARE EQUIPMENT segment
manufactures and distributes equipment for commercial and residential
uses--including small tractors for lawn, garden and utility purposes; riding
and walk-behind mowers; golf course equipment; utility transport vehicles;
snowblowers; and other outdoor power products.

The products produced by the equipment segments are marketed primarily
through independent retail dealer networks.

The Company's CREDIT segment, which operates in the United States and
Canada, purchases and finances retail notes from John Deere's equipment
sales branches in the United States and Canada. The notes are acquired by
the sales branches through John Deere retail dealers and originate in
connection with retail sales by dealers of new John Deere equipment and used
equipment. The credit segment also purchases and finances retail notes
unrelated to John Deere, representing primarily recreational vehicle and
recreational marine product notes acquired from independent dealers of that
equipment and from marine mortgage service companies. The credit
subsidiaries also lease John Deere equipment to retail customers, finance
and service unsecured revolving charge accounts acquired from merchants in
the agricultural, lawn and grounds care and marine retail markets, and
provide wholesale financing for recreational vehicles and John Deere engine
inventories held by dealers of those products.

The Company's INSURANCE AND HEALTH CARE segment issues policies in the
United States and Canada primarily for: a general line of property and
casualty insurance to John Deere and non-Deere dealers and to the general
public; group life and group accident and health insurance for employees of
participating John Deere dealers; group life and group accident and health
insurance for employees of John Deere; life and annuity products to the
general public and credit physical damage insurance in connection with
certain retail sales of John Deere products financed by the credit
subsidiaries. This segment also provides health management programs and
related administrative services in the United States to corporate customers
and employees of John Deere.

The John Deere enterprise has manufactured agricultural machinery since
1837. The present Company was incorporated under the laws of Delaware in 1958.
The address of the Company's principal office is John Deere Road, Moline,
Illinois 61265-8098. Its telephone number is (309) 765-8000.

3
<PAGE>
USE OF PROCEEDS

Except as may be described otherwise in a prospectus supplement, the net
proceeds from the sale of the Securities will be added to the general funds of
the Company and will be used for working capital and other general corporate
purposes. Such proceeds may be applied initially to the reduction of short-term
indebtedness.

DESCRIPTION OF DEBT SECURITIES

The Company may issue (either separately or together with other Offered
Securities) its Debt Securities from time to time. The Senior Securities will be
issued under an Indenture dated as of June 15, 1994, as it may be supplemented
from time to time (the "Senior Indenture"), between the Company and The Chase
Manhattan Bank (National Association), Trustee (the "Senior Trustee"), and the
Subordinated Securities will be issued under an Indenture dated as of June 15,
1994, as it may be supplemented from time to time (the "Subordinated
Indenture"), between the Company and Chemical Bank, Trustee (the "Subordinated
Trustee"). The term "Trustee" as used herein refers to either the Senior Trustee
or the Subordinated Trustee, as appropriate. The forms of the Senior Indenture
and the Subordinated Indenture (being sometimes referred to herein collectively
as the "Indentures" and individually as an "Indenture") have been filed as
exhibits to the registration statement. The Indentures are subject to and
governed by the Trust Indenture Act of 1939, as amended ("TIA"). The following
summary of certain provisions of the Indentures does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the
Indentures, including the definitions of certain terms therein. Parenthetical
references below are to the Indentures or to the TIA, as appropriate.

PROVISIONS APPLICABLE TO BOTH THE SENIOR AND SUBORDINATED INDENTURES

GENERAL

The Debt Securities will be unsecured obligations of the Company. The Senior
Securities will rank equally with all other unsecured and unsubordinated
indebtedness of the Company. The Subordinated Securities will be subordinated in
right of payment to the prior payment in full of the Senior Indebtedness of the
Company as described under "Subordinated Indenture Provisions -- Subordination."

Each Indenture provides that any Debt Securities proposed to be sold
pursuant to this prospectus and the accompanying prospectus supplement ("Offered
Debt Securities") and any Debt Securities issuable upon the exercise of Debt
Warrants ("Underlying Debt Securities"), as well as other unsecured debt
securities of the Company, may be issued under such Indenture in one or more
series, in each case as authorized from time to time by the Company. The
particular terms of the Offered Debt Securities and any Underlying Debt
Securities and any modifications of or additions to the general terms of the
Debt Securities as described herein that may be applicable in the case of the
Offered Debt Securities or Underlying Debt Securities are described in the
prospectus supplement. Accordingly, for a description of the terms of any
Offered Debt Securities and Underlying Debt Securities, reference must be made
to both the prospectus supplement relating thereto and the description of Debt
Securities set forth in this prospectus. The term "prospectus supplement" as
used herein includes pricing supplements relating to the particular Securities.

Reference is made to the prospectus supplement for the following terms of
the Offered Debt Securities, the Underlying Debt Securities or both, as the case
may be, being offered thereby:

(1) The title of such Debt Securities and whether such Debt Securities
will be Senior Securities or Subordinated Securities.

(2) The aggregate principal amount of such Debt Securities and any limit
on the aggregate principal amount of Debt Securities of such series.

(3) If other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of the
maturity thereof or the method by which such portion will be determined.

4
<PAGE>
(4) The date or dates, or the method by which such date or dates will be
determined or extended, on which the principal of such Debt Securities will
be payable.

(5) The rate or rates at which such Debt Securities will bear interest,
if any, or the method by which such rate or rates will be determined, the
date or dates from which any interest will accrue or the method by which
such date or dates will be determined, the date or dates on which such
interest, if any, will be payable and the Regular Record Date or Dates, if
any, for the interest payable on any Registered Security on any Interest
Payment Date, or the method by which any such date will be determined, and
the basis upon which interest will be calculated if other than that of a
360-day year of twelve 30-day months.

(6) The period or periods within which, the price or prices at which,
the Currency or Currencies in which, and the other terms and conditions upon
which, such Debt Securities may be redeemed in whole or in part at the
option of the Company, if the Company is to have that option.

(7) The obligation, if any, of the Company to redeem, repay or purchase
such Debt Securities, in whole or in part, pursuant to any sinking fund or
analogous provision or at the option of a holder thereof and the period or
periods within which or the date or dates on which, the price or prices at
which, the Currency or Currencies in which and the other terms and
conditions upon which, such Debt Securities will be so redeemed, repaid or
purchased.

(8) Whether such Debt Securities are to be issuable as Registered
Securities, Bearer Securities or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms, if any, upon
which Bearer Securities of the series may be exchanged for Registered
Securities of the series and VICE VERSA (if permitted by applicable laws and
regulations), whether such Debt Securities will be issuable initially in
temporary global form, whether any such Debt Securities will be issuable in
permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global security may exchange such
interests for Debt Securities of such series in certificated form 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 the applicable Indenture, and, if Registered Securities are to
be issuable as a global security, the identity of the depository for such
Debt Securities.

(9) If other than U.S. dollars, the Currency or Currencies in which
payments of the principal of (or premium, if any) or interest, if any, on
such Debt Securities will be made or in which such Debt Securities will be
denominated.

(10) Whether the amount of payments of principal of (or premium, if any)
or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may be based on one or more Currencies, commodities, equity indices
or other indices) and the manner in which such amounts will be determined.

(11) Whether the Company or a holder may elect payment of the principal
of (or premium, if any) or interest, if any, on such Debt Securities in one
or more Currencies, other than that in which such Debt Securities are
denominated or stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency or
Currencies in which such Debt Securities are denominated or stated to be
payable and the Currency or Currencies in which such Debt Securities are to
be so paid.

(12) The place or places, if any, other than or in addition to The City
of New York, where the principal of (and premium, if any) and interest, if
any, on such Debt Securities will be payable, where any Registered
Securities may be surrendered for registration of transfer, where such Debt
Securities may be surrendered for exchange and where notices or demands to
or upon the Company in respect of such Debt Securities and the applicable
Indenture may be served.

5
<PAGE>
(13) The denomination or denominations in which such Debt Securities will
be issuable, if other than $1,000 or any integral multiple thereof in the
case of Registered Securities and $5,000 in the case of Bearer Securities.

(14) If other than the applicable Trustee, the identity of each Security
Registrar and/or Paying Agent.

(15) The date as of which any Bearer Securities of the series and any
temporary Debt Security issued in global form representing Outstanding
Securities of the series will be dated if other than the date of original
issuance of the first Debt Security of the series to be issued.

(16) The applicability, if at all, to such Debt Securities of the
provisions of Article Fourteen of the applicable Indenture described under
"Defeasance and Covenant Defeasance" and any provisions in modification of,
in addition to or in lieu of any of the provisions of such Article.

(17) The Person to whom any interest on any Registered Security of the
series will be payable, if other than the Person in whose name such
Registered Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, the
manner in which, or the Person to whom, any interest on any Bearer Security
of the series will be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a
temporary Debt Security issued in global form will be paid if other than in
the manner provided in the applicable Indenture.

(18) If such Debt Securities are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Debt Security
of such series) only upon receipt of certain certificates or other documents
or satisfaction of other conditions, the form and/or terms of such
certificates, documents or conditions.

(19) Whether and under what circumstances the Company will pay Additional
Amounts, as contemplated by Section 1004 of the applicable Indenture on such
Debt Securities to any holder who is not a United States person (including
any modification to the definition of such term as contained in the
applicable Indenture as originally executed) in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Debt Securities rather than pay such Additional
Amounts (and the terms of any such option).

(20) The provisions, if any, granting special rights to the holders of
such Debt Securities upon the occurrence of such events as may be specified.

(21) Any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to such Debt Securities
(which Events of Default or covenants may not be consistent with the Events
of Default or covenants set forth in the general provisions of the
applicable Indenture).

(22) The designation of the initial Exchange Rate Agent, if any.

(23) Any other terms of such Debt Securities.

If applicable, the prospectus supplement will also set forth information
concerning any other Securities offered thereby and a discussion of federal
income tax considerations relevant to the Securities being offered.

For purposes of this prospectus, any reference to the payment of principal
of (or premium, if any) or interest, if any, on such Debt Securities will be
deemed to include mention of the payment of any Additional Amounts required by
the terms of such Debt Securities.

Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Federal income tax and other
considerations pertaining to any such Original Issue Discount Securities will be
discussed in the applicable prospectus supplement.

6
<PAGE>
Each Indenture provides that the Debt Securities referred to on the cover
page of this prospectus and additional unsecured debt securities of the Company
unlimited as to aggregate principal amount may be issued in one or more series
thereunder, in each case as authorized from time to time by the Board of
Directors of the Company. (Section 301 of each Indenture) The applicable Debt
Securities referred to on the cover page of this prospectus and any additional
debt securities issued under an Indenture are herein collectively referred to,
when a single Trustee is acting for all debt securities issued under such
Indenture, as the "Indenture Securities". Each Indenture also provides that
there may be more than one Trustee thereunder, each with respect to one or more
different series of Indenture Securities. See also "Resignation of Trustee"
herein. At a time when two or more Trustees are acting under either Indenture,
each with respect to only certain series, the term "Indenture Securities", as
used herein, will mean the one or more series with respect to which each
respective Trustee is acting. In the event that there is more than one Trustee
under either Indenture, the powers and trust obligations of each Trustee as
described herein will extend only to the one or more series of Indenture
Securities for which it is Trustee. If two or more Trustees are acting under
either Indenture, then the Indenture Securities for which each Trustee is acting
would in effect be treated as if issued under separate indentures.

The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Company to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly leveraged
or similar transaction involving the Company. However, the general provisions of
the Senior Indenture do provide that neither the Company nor any Restricted
Subsidiary (as defined below) will subject certain of its property or assets to
any mortgage or other encumbrance unless the Indenture Securities issued
thereunder are secured equally and ratably with or prior to such other
indebtedness thereby secured. See "Senior Indenture Provisions -- Limitation on
Liens" and "Senior Indenture Provisions -- Limitation on Sale and Lease-back
Transactions" below. Reference is made to the prospectus supplement for
information with respect to any deletions from, modifications of or additions to
the Events of Default or covenants of the Company that are described below,
including any addition of a covenant or other provision providing event risk or
similar protection.

Under the Indentures, the Company has the ability to issue Indenture
Securities with terms different from those of Indenture Securities previously
issued thereunder and, without the consent of the holders thereof, to reopen a
previous issue of a series of Indenture Securities and issue additional
Indenture Securities of such series (unless such reopening was restricted when
such series was created), in an aggregate principal amount determined by the
Company. (Section 301 of each Indenture)

DENOMINATIONS, REGISTRATION AND TRANSFER

Debt Securities of a series may be issuable solely as Registered Securities,
solely as Bearer Securities or as both Registered Securities and Bearer
Securities. Unless otherwise provided in the prospectus supplement, Debt
Securities denominated in U.S. dollars (other than global securities, which may
be of any denomination) are issuable in denominations of $1,000 and integral
multiples of $1,000 (in the case of Registered Securities) and in the
denomination of $5,000 (in the case of Bearer Securities). The Indentures also
provide that Debt Securities of a series may be issuable in global form. See
"Book-Entry Debt Securities". Unless otherwise indicated in the prospectus
supplement, Bearer Securities will have interest coupons attached. (Section 201
of each Indenture)

Registered Securities will be exchangeable for other Registered Securities
of the same series. If (but only if) provided in the prospectus supplement,
Bearer Securities (with all unmatured coupons, except as provided below, and all
matured coupons which are in default) of any series may be similarly exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor. If so provided, Bearer
Securities surrendered in exchange for Registered Securities between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest will be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable

7
<PAGE>
only to the holder of such coupon when due in accordance with the terms of the
applicable Indenture. Unless otherwise specified in the prospectus supplement,
Bearer Securities will not be issued in exchange for Registered Securities.
(Section 305 of each Indenture)

Registered Securities of a series may be presented for registration of
transfer and Debt Securities of a series may be presented for exchange (i) at
each office or agency required to be maintained by the Company for payment of
such series, as described in "Payment and Paying Agents", and (ii) at each other
office or agency that the Company may designate from time to time for such
purposes. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of any tax or other governmental
charge payable in connection therewith. (Section 305 of each Indenture)

The Company will not be required to (i) issue, register the transfer of or
exchange Debt Securities called for redemption during a period beginning at the
opening of business 15 days before any selection of Debt Securities of that
series to be redeemed and ending at the close of business on (A) if Debt
Securities of the series are issuable only as Registered Securities, the day of
mailing of the relevant notice of redemption and (B) if Debt Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Debt Securities of the series are also
issuable as Registered Securities and there is no publication, the day of
mailing of the relevant notice of redemption; (ii) register the transfer of or
exchange any Registered Security, or portion thereof, called for redemption,
except the unredeemed portion of any Registered Security being redeemed in part;
(iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and like tenor
that is simultaneously surrendered for redemption; or (iv) issue, register the
transfer of or exchange any Debt Security which has been surrendered for
repayment at the option of the holder, except the portion, if any, of such Debt
Security not to be so repaid. (Section 305 of each Indenture)

PAYMENT AND PAYING AGENTS

Unless otherwise provided in the prospectus supplement, the Place of Payment
for a series issuable solely as Registered Securities will be The City of New
York, and the Company will initially designate the office of the Senior Trustee
and the corporate trust office of the Subordinated Trustee, respectively, for
this purpose. Notwithstanding the foregoing, at the option of the Company,
interest, if any, may be paid on Registered Securities by (i) check mailed to
the address of the Person entitled thereto as such Person's address appears in
the Security Register or (ii) wire transfer to an account located in the United
States maintained by the Person entitled thereto as specified in the Security
Register. (Sections 307, 1001 and 1002 of each Indenture) Unless otherwise
provided in the prospectus supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the Regular Record Date for
such interest. (Section 307 of each Indenture)

If Debt Securities of a series are issuable solely as Bearer Securities or
as both Registered Securities and Bearer Securities, unless otherwise provided
in the prospectus supplement, the Company will be required to maintain an office
or agency (i) outside the United States at which, subject to any applicable laws
and regulations, the principal of (and premium, if any) and interest, if any, on
such series will be payable, and (ii) in The City of New York for payments with
respect to any Registered Securities of such series (and for payments with
respect to Bearer Securities of such series in the limited circumstances
described below, but not otherwise); provided that, if required in connection
with any listing of such Debt Securities on the Luxembourg Stock Exchange or any
other stock exchange located outside the United States, the Company will
maintain an office or agency for such Debt Securities in any city located
outside the United States required by such stock exchange. (Section 1002 of each
Indenture) The initial locations of such offices and agencies will be specified
in the prospectus supplement. Unless otherwise provided in the prospectus
supplement, principal of (and premium, if any) and interest, if any, on Bearer
Securities may be paid by wire transfer to an account maintained by the Person
entitled thereto with a bank located outside the United States. (Sections 307
and 1002 of each Indenture) Unless otherwise provided in the prospectus
supplement, payment of installments of interest on any Bearer Securities on or
before Maturity will be made only against

8
<PAGE>
surrender of coupons for such interest installments as they severally mature.
(Section 1001 of each Indenture) Unless otherwise provided in the prospectus
supplement, no payment with respect to any Bearer Security will be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States. Notwithstanding the foregoing, payments of
principal of (and premium, if any) and interest, if any, on Bearer Securities
payable in U.S. dollars will be made at the office of the Company's Paying Agent
in The City of New York if (but only if) payment of the full amount thereof in
U.S. dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002 of each Indenture)

The Company may from time to time designate additional offices or agencies,
approve a change in the location of any office or agency and, except as provided
above, rescind the designation of any office or agency.

Unless otherwise provided in the prospectus supplement, all payments of
principal of (and premium, if any) and interest, if any, on any Debt Security
that is payable in a Currency other than U.S. dollars will be made in U.S.
dollars in the event that such Currency (i) is a currency, and it ceases to be
used by both the government of the country that issued the currency and by a
central bank or other public institution of or within the international banking
community for the settlement of transactions, (ii) is the ECU, and it ceases to
be used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(iii) is any other currency unit (or composite currency) other than the ECU, and
it ceases to be used for the purposes for which it was established (each of the
events described in clauses (i) through (iii), a "Conversion Event"). (Section
312 of each Indenture)

EVENTS OF DEFAULT

Each Indenture provides, with respect to Debt Securities of a series
outstanding thereunder, that the following will constitute Events of Default:
(i) default in the payment of any interest upon any Debt Security of that
series, or of any coupon appertaining thereto, when the same becomes due and
payable, continued for 30 days; (ii) default in the payment of the principal of
(or premium, if any, on) any Debt Security of that series at its maturity; (iii)
default in the deposit of any sinking fund payment when due by the terms of any
Debt Security of that series; (iv) default in the performance, or breach, of any
covenant or agreement of the Company in the applicable Indenture with respect to
any Debt Security of that series, continued for 60 days after written notice to
the Company; (v) certain events of bankruptcy, insolvency or reorganization
affecting the Company; and (vi) any other Event of Default provided with respect
to Debt Securities of that series. (Section 501 of each Indenture) The Company
is required to file with the applicable Trustee, annually, an officer's
certificate as to the Company's compliance with all conditions and covenants
under the applicable Indenture. (Section 1005 of each Indenture) Each Indenture
provides that the applicable Trustee may withhold notice to the holders of Debt
Securities of a series of any default (except payment defaults on any Debt
Securities of that series) if it considers it in the interest of the holders of
Debt Securities of such series to do so. (Section 601 of each Indenture)

If an Event of Default with respect to Debt Securities of a series has
occurred and is continuing, the applicable Trustee or the holders of not less
than 25% in principal amount of Outstanding Debt Securities of that series may
declare the principal amount (or, if any Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms thereof) of all of the Debt
Securities of that series due and payable immediately. (Section 502 of each
Indenture)

Subject to the provisions of the applicable Indenture relating to the duties
of the Trustee thereunder, in case an Event of Default with respect to Debt
Securities of a series has occurred and is continuing, that Trustee is under no
obligation to exercise any of its rights or powers under such Indenture at the
request, order or direction of the applicable holders of Debt Securities of that
series, unless such holders have offered such Trustee reasonable indemnity
against the expenses and liabilities which might be incurred by it in compliance
with such request. (Section 507 of each Indenture and TIA Section 315) Subject
to such provisions for the indemnification of the applicable Trustee, the
holders of a majority in principal amount of

9
<PAGE>
the Outstanding Debt Securities of such series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
such Trustee, or exercising any trust or power conferred on such Trustee with
respect to the Debt Securities of that series. (Section 512 of each Indenture)

The holders of not less than a majority in principal amount of the
Outstanding Debt Securities of a series may, on behalf of the holders of all
Debt Securities of such series and any related coupons, waive any past default
under the applicable Indenture with respect to such series and its consequences,
except a default (i) in the payment of the principal of (or premium, if any) or
interest, if any, on any Debt Security of such series or any related coupons or
(ii) in respect of a covenant or provision that cannot be modified or amended
without the consent of the holder of each Outstanding Debt Security of such
series affected thereby. (Section 513 of each Indenture)

MERGER OR CONSOLIDATION

Each Indenture provides that the Company may not consolidate with or merge
with or into any other corporation or convey or transfer its properties and
assets substantially as an entirety to any Person, unless either (i) the Company
is the continuing corporation or (ii) such corporation or Person assumes by
supplemental indenture the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on the Indenture Securities issued
thereunder and the performance of every covenant thereunder and, in either case,
immediately after the transaction no default shall exist. In addition, under the
Senior Indenture, no such consolidation, merger or transfer may be made if as a
result thereof any property or assets of the Company or a Restricted Subsidiary
would become subject to any mortgage or other encumbrance, unless either (i)
such mortgage or other encumbrance could be created pursuant to Section 1006 of
such Indenture (see "Senior Indenture Provisions -- Limitation on Liens")
without equally and ratably securing the Indenture Securities issued under such
Indenture or (ii) such Indenture Securities are secured equally and ratably with
or prior to the debt secured by such mortgage or other encumbrance. (Section 801
of each Indenture)

MODIFICATION OR WAIVER

Modification and amendment of an Indenture may be made by the Company and
the Trustee thereunder with the consent of the holders of not less than a
majority in principal amount of all Outstanding Indenture Securities issued
thereunder that are affected by such modification or amendment; provided that no
such modification or amendment may, without the consent of the holder of each
Outstanding Indenture Security affected thereby, among other things: (i) change
the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on any such Indenture Security; (ii)
reduce the principal amount of, or the rate of interest on or any Additional
Amounts payable in respect of, or any premium payable upon the redemption of,
any such Indenture Security; (iii) change any obligation of the Company to pay
Additional Amounts in respect of any such Indenture Security; (iv) reduce the
portion of the principal of an Original Issue Discount Security or Indexed
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof or provable in bankruptcy; (v) adversely affect any right of
repayment at the option of the holder of any such Indenture Security; (vi)
change the place or Currency of payment of principal of, or any premium or
interest on, any such Indenture Security; (vii) impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof or on or after any Redemption Date or Repayment Date therefor; (viii)
reduce the percentage in principal amount of such Outstanding Indenture
Securities (or of such Outstanding Indenture Securities of any series, as the
case may be), the consent of whose holders is required to amend or waive
compliance with certain provisions of such Indenture or to waive certain
defaults thereunder; (ix) reduce the requirements for voting or quorum described
below; or (x) modify any of the provisions relating to supplemental indentures
requiring the consent of holders, relating to the waiver of past defaults or
relating to the waiver of certain covenants, except to increase the percentage
of such Outstanding Indenture Securities required for such actions or to provide
that certain other provisions of such Indenture cannot be modified or waived
without the consent of the holder of each Outstanding Indenture Security
affected thereby. (Section 902 of each Indenture)

In addition, under the Subordinated Indenture, no modification or amendment
thereof may, without the consent of the holder of each Outstanding Subordinated
Security affected thereby, modify any of the

10
<PAGE>
provisions of such Indenture relating to the subordination of the Subordinated
Securities in a manner adverse to the holders thereof and no such modification
or amendment may adversely affect the rights of any holder of Senior
Indebtedness under Article Sixteen of such Indenture (described under the
caption "Subordinated Indenture Provisions -- Subordination") without the
consent of such holder of Senior Indebtedness. (Sections 902 and 907 of the
Subordinated Indenture)

The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities have the right to waive compliance by the Company with
certain covenants in the applicable Indenture. (Section 1008 of the Senior
Indenture and Section 1006 of the Subordinated Indenture)

Modification and amendment of an Indenture may be made by the Company and
the Trustee thereunder without the consent of any holder for any of the
following purposes: (i) to evidence the succession of another Person to the
Company as obligor under such Indenture; (ii) to add to the covenants of the
Company for the benefit of the holders of all or any series of Indenture
Securities issued thereunder and any related coupons or to surrender any right
or power conferred upon the Company thereunder; (iii) to add Events of Default
for the benefit of the holders of all or any series of Indenture Securities;
(iv) to add or change any provisions of such Indenture to facilitate the
issuance of, or to liberalize certain terms of, Bearer Securities, or to permit
or facilitate the issuance of Indenture Securities in uncertificated form,
provided that any such actions do not adversely affect the holders of such
Indenture Securities or any related coupons; (v) to change or eliminate any
provisions of such Indenture, provided that any such change or elimination will
become effective only when there are no such Indenture Securities Outstanding of
any series created prior thereto which are entitled to the benefit of such
provisions; (vi) in the case of the Senior Securities, to secure the Indenture
Securities under the Senior Indenture pursuant to the requirements of Section
801 or Section 1006 of the Senior Indenture, or otherwise; (vii) to establish
the form or terms of Indenture Securities of any series and any related coupons;
(viii) to provide for the acceptance of appointment by a successor Trustee or
facilitate the administration of the trusts under such Indenture by more than
one Trustee; (ix) to cure any ambiguity, defect or inconsistency in such
Indenture, provided such action does not adversely affect the interests of
holders of Indenture Securities of a series issued thereunder or any related
coupons in any material respect; or (x) to supplement any of the provisions of
such Indenture to the extent necessary to permit or facilitate defeasance and
discharge of any series of Indenture Securities thereunder, provided that such
action shall not adversely affect the interests of the holders of any such
Indenture Securities and any related coupons of any other series of Indenture
Securities in any material respect. (Section 901 of each Indenture)

In determining whether the holders of the requisite principal amount of
Outstanding Indenture Securities have given any request, demand, authorization,
direction, notice, consent or waiver under either Indenture or whether a quorum
is present at a meeting of holders of Indenture Securities thereunder, (i) the
principal amount of an Original Issue Discount Security that will be deemed to
be outstanding will be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof, (ii) the principal amount of an Indenture Security denominated in a
foreign Currency or Currencies will be the U.S. dollar equivalent, determined on
the trade date for such Indenture Security, of the principal amount thereof (or,
in the case of an Original Issue Discount Security or Indexed Security, the U.S.
dollar equivalent on the trade date of such Indenture Security of the amount
determined as provided in (i) above or (iii) below), (iii) the principal amount
of an Indexed Security that may be counted in making such determination or
calculation and that will be deemed outstanding for such purpose will be equal
to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Indexed Security pursuant to
Section 301 of such Indenture and (iv) Indenture Securities owned by the Company
or any other obligor upon the Indenture Securities or any Affiliate of the
Company or of such other obligor will be disregarded. (Section 101 of each
Indenture)

Each Indenture contains provisions for convening meetings of the holders of
Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 1501 of each Indenture) A meeting may be
called at any time by the applicable Trustee, and also, upon request, by the
Company or the holders of at least 10% in principal amount of the Outstanding
Indenture Securities of that series, in any such case upon notice given as
provided in the applicable Indenture. (Section 1502 of each

11
<PAGE>
Indenture) Except for any consent that must be given by the holder of each
Indenture Security affected thereby, as described above, any resolution
presented at a meeting (or an adjourned meeting duly reconvened) at which a
quorum is present may be adopted by the affirmative vote of the holders of a
majority in principal amount of the Outstanding Indenture Securities of that
series; provided, however, that any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
may be made, given or taken by the holders of a specified percentage which is
less than a majority in principal amount of the Outstanding Indenture Securities
of a series, may be adopted at a meeting (or an adjourned meeting duly
reconvened) at which a quorum is present by the affirmative vote of the holders
of such specified percentage in principal amount of the Outstanding Indenture
Securities of that series. Any resolution passed or decision taken at any
meeting of holders of Indenture Securities of a series duly held in accordance
with that Indenture will be binding on all holders of Indenture Securities of
that series and any related coupons. The quorum at any meeting called to adopt a
resolution will be persons holding or representing a majority in principal
amount of the Outstanding Indenture Securities of a series; provided, however,
that, if any action is to be taken at such meeting with respect to a consent or
waiver which may be given by the holders of not less than a specified percentage
in principal amount of the Outstanding Indenture Securities of a series, the
persons holding or representing such specified percentage in principal amount of
the Outstanding Indenture Securities of that series will constitute a quorum.
(Section 1504 of each Indenture)

Notwithstanding the foregoing provisions, if any action is to be taken at a
meeting of holders of Indenture Securities of a series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that the applicable Indenture expressly provides may be made, given or
taken by the holders of a specified percentage in principal amount of all
Outstanding Indenture Securities affected thereby or of the holders of such
series and one or more additional series: (i) there shall be no minimum quorum
requirement for such meeting and (ii) the principal amount of the Outstanding
Indenture Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action will be taken
into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or taken
under such Indenture. (Section 1504 of each Indenture)

SATISFACTION AND DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company may discharge certain obligations to holders of Debt Securities
of a series that have not already been delivered to the applicable Trustee for
cancellation and that either have become due and payable or are by their terms
due and payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the applicable Trustee, in trust, funds in an amount
sufficient to pay the entire indebtedness on such Debt Securities for principal
(and premium, if any) and interest, if any with respect thereto, to the date of
such deposit (if such Debt Securities have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be. (Section 401 of each
Indenture)

Each Indenture provides that, if the provisions of Article Fourteen are made
applicable to the Debt Securities of or within a series and any related coupons
pursuant to Section 301 thereunder, the Company may elect either (i) to defease
and be discharged from any and all obligations with respect to such Debt
Securities and coupons (except for the obligations to pay Additional Amounts, if
any; to register the transfer or exchange of such Debt Securities and coupons;
to replace temporary or mutilated, destroyed, lost or stolen Debt Securities and
coupons; to maintain one or more offices or agencies in respect of such Debt
Securities and coupons; and to hold moneys for payment in trust) ("defeasance")
or (ii) to be released (a) in the case of any such Debt Securities that are
Senior Securities, from its obligations under Sections 1006 and 1007 of such
Indenture (being the restrictions described under "Senior Indenture Provisions
- -- Limitation on Liens" and "Senior Indenture Provisions -- Limitation on Sale
and Leaseback Transactions") or (b) in the case of any such Debt Securities
(whether they are Senior or Subordinated Securities), if so provided in the
prospectus supplement, from its obligations with respect to any other covenant
relating to such Debt Securities and, in the case of either (a) or (b) above,
any omission to comply with such obligations will not constitute a default or an
Event of Default with respect to such Debt Securities and coupons ("covenant
defeasance"), in either case upon the irrevocable deposit by the Company with
the applicable Trustee (or

12
<PAGE>
other qualifying trustee), in trust, of (1) an amount, in the Currency or
Currencies in which such Debt Securities and coupons are then specified as
payable at Stated Maturity, (2) Government Obligations (as defined below)
applicable to such Debt Securities and coupons (with such applicability being
determined on the basis of the Currency in which such Debt Securities are then
specified as payable at Stated Maturity) that, through the payment of principal
and interest in accordance with their terms, will provide money in an amount, or
(3) a combination thereof in an amount, sufficient to pay the principal of (and
premium, if any) and interest, if any, on such Debt Securities and coupons, and
any mandatory sinking fund or analogous payments thereon, on the scheduled due
dates therefor.

Such a trust may only be established if, among other things, the Company has
delivered to the applicable Trustee an Opinion of Counsel (as specified in the
applicable Indenture) to the effect that the holders of such Debt Securities and
related coupons to be defeased will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
Opinion of Counsel, in the case of defeasance under clause (i) above, must refer
to and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax law occurring after the date of the
applicable Indenture. (Article Fourteen of each Indenture)

"Government Obligations" means securities which are (i) direct obligations
of the United States or the government which issued the foreign Currency in
which the Debt Securities of that series are payable, 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
or the government which issued such foreign Currency, as the case may be, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States or such other government, which, in either case,
are not callable or redeemable at the option of the issuer thereof. Such term
also includes a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
the amount received by such custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt. (Section 101 of each Indenture)

Unless otherwise provided in the prospectus supplement, if, after the
Company has deposited funds, Government Obligations or both to effect defeasance
or covenant defeasance with respect to Debt Securities of a series, (i) the
holder of a Debt Security of such series is entitled to, and does, elect
pursuant to the terms of such Debt Security to receive payment in a Currency
other than that in which such deposit has been made in respect of such Debt
Security or (ii) a Conversion Event occurs, then the indebtedness represented by
such Debt Security will be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Debt Security as they become due out of the proceeds
yielded by converting the amount so deposited in respect of such Debt Security
into the Currency in which such Debt Security becomes payable as a result of
such election or such Conversion Event based on the applicable Market Exchange
Rate. (Section 1405 of each Indenture) Unless otherwise provided in the
prospectus supplement, all payments of principal of (and premium, if any) and
interest, if any, on any Debt Security that is payable in a foreign Currency
with respect to which a Conversion Event occurs will be made in U.S. dollars.
(Section 312 of each Indenture)

In the event the Company effects covenant defeasance with respect to any
Debt Securities and any related coupons and such Debt Securities and coupons are
declared due and payable because of the occurrence of any Event of Default other
than the Event of Default described in clause (iv) under "Events of Default"
with respect to Sections 1006 and 1007 of the Senior Indenture (which Sections
would no longer be applicable to such Debt Securities or any related coupons) or
described in clause (iv) or (vi) under "Events of Default" with respect to any
other covenant with respect to which there has been defeasance, the amount of
Government Obligations and funds on deposit with the applicable Trustee will be
sufficient to pay

13
<PAGE>
amounts due on such Debt Securities and coupons at the time of their Stated
Maturity but may not be sufficient to pay amounts due on such Debt Securities
and coupons at the time of the acceleration resulting from such Event of
Default. In such case, the Company would remain liable to make payment of such
amounts due at the time of acceleration.

If the Trustee or any Paying Agent is unable to apply any money in
accordance with the applicable Indenture by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under such
Indenture and such Debt Securities and coupons shall be revived and reinstated
as though no deposit had occurred pursuant to such Indenture, until such time as
such Trustee or Paying Agent is permitted to apply all such money in accordance
with such Indenture; provided, however, that, if the Company makes any payment
of principal of (or premium, if any) or interest, if any, on any such Debt
Security or coupon following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the holders of such Debt Securities and
coupons to receive such payment from the money held by such Trustee or Paying
Agent.

The prospectus supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to the Debt Securities of or
within a particular series and any related coupons.

BOOK-ENTRY DEBT SECURITIES

Debt Securities of a series may be issued in whole or in part in global form
that will be deposited with, or on behalf of, a depository identified in the
prospectus supplement. Global securities may be issued in either registered or
bearer form and in either temporary or permanent form (each a "Global
Security"). Unless otherwise provided in the prospectus supplement, Debt
Securities that are represented by a Global Security will be issued in
denominations of $1,000 and any integral multiple thereof, and will be issued in
registered form only, without coupons. Payments of principal of (and premium, if
any) and interest, if any, on Debt Securities represented by a Global Security
will be made by the Company to the applicable Trustee and then by such Trustee
to the depository.

The Company anticipates that any Global Securities will be deposited with,
or on behalf of, The Depository Trust Company ("DTC"), New York, New York, that
such Global Securities will be registered in the name of DTC's nominee, and that
the following provisions will apply to the depository arrangements with respect
to any such Global Securities. Additional or differing terms of the depository
arrangements will be described in the prospectus supplement.

So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole holder of
the Debt Securities represented by such Global Security for all purposes under
the applicable Indenture. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in certificated
form and will not be considered the owners or holders thereof under the
applicable Indenture. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in certificated form;
accordingly, such laws may limit the transferability of beneficial interests in
a Global Security.

If (i) DTC is at any time unwilling or unable to continue as depository and
a successor depository is not appointed by the Company within 90 days following
notice to the Company, (ii) the Company determines, in its sole discretion, not
to have any Debt Securities represented by one or more Global Securities, or
(iii) an Event of Default under the applicable Indenture has occurred and is
continuing, then the Company will issue individual Debt Securities in
certificated form in exchange for beneficial interests in such Global
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery of individual Debt Securities in
certificated form of like tenor and rank, equal in principal amount to such
beneficial interest and to have such Debt Securities in certificated form
registered in its name. Unless otherwise provided in the prospectus supplement,
Debt Securities so issued in certificated form will be issued in denominations
of $1,000 or any integral multiple thereof, and will be issued in registered
form only, without coupons.

14
<PAGE>
The following is based on information furnished by DTC:

DTC will act as securities depository for the Debt Securities. The Debt
Securities will be issued as fully registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully registered Debt
Security certificate is issued with respect to each $150 million of
principal amount of the Debt Securities of a series, and an additional
certificate will be issued with respect to any remaining principal amount of
such series.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need
for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.

Purchases of Debt Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Debt
Securities on DTC's records. The ownership interest of each actual purchaser
of each Debt Security ("Beneficial Owner") is in turn recorded on the Direct
and Indirect Participants' records. A Beneficial Owner does not receive
written confirmation from DTC of its purchase, but such Beneficial Owner is
expected to receive a written confirmation providing details of the
transaction, as well as periodic statements of its holdings, from the Direct
or Indirect Participant through which such Beneficial Owner entered into the
transaction. Transfers of ownership interests in Debt Securities are
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners do not receive certificates
representing their ownership interests in Debt Securities, except in the
event that use of the book-entry system for the Debt Securities is
discontinued.

To facilitate subsequent transfers, the Debt Securities are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of the Debt
Securities with DTC and their registration in the name of Cede & Co. effects
no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Debt Securities; DTC records reflect only the
identity of the Direct Participants to whose accounts Debt Securities are
credited, which may or may not be the Beneficial Owners. The Participants
remain responsible for keeping account of their holdings on behalf of their
customers.

Delivery of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such
issue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to the Debt
Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus
Proxy") to the issuer as soon as possible after the

15
<PAGE>
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Debt Securities
are credited on the record date (identified on a list attached to the
Omnibus Proxy).

Payment of principal (and premium, if any) and interest on the Debt
Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their
respective holdings as shown on DTC's records unless DTC has reason to
believe that it will not receive payment on the payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC, the Paying
Agent or the Company, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal (and premium, if
any) and interest to DTC is the responsibility of the Company or the Paying
Agent, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners is the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with
respect to the Debt Securities at any time by giving reasonable notice to
the Company or the Paying Agent. Under such circumstances, in the event that
a successor securities depository is not appointed, Debt Security
certificates are required to be printed and delivered.

The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debt Security certificates will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.

Unless stated otherwise in the prospectus supplement, the underwriters or
agents with respect to a series of Debt Securities issued as Global Securities
will be Direct Participants in DTC.

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

RESIGNATION OF TRUSTEE

Each Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such series. (Section 608 of each Indenture) In the event that two or
more persons are acting as Trustee with respect to different series of Indenture
Securities under one of the Indentures, each such Trustee will be a Trustee of a
trust thereunder separate and apart from the trust administered by any other
such Trustee (Section 609 of each Indenture), and any action described herein to
be taken by the "Trustee" may then be taken by each such Trustee with respect
to, and only with respect to, the one or more series of Indenture Securities for
which it is Trustee.

SENIOR INDENTURE PROVISIONS

LIMITATION ON LIENS

The Company covenants in the Senior Indenture that it will not, nor will it
permit any Restricted Subsidiary to, incur, assume or guarantee any debt (herein
referred to as "Debt") if such Debt is secured by any mortgage, security
interest, pledge, lien or other encumbrance (herein referred to as "mortgage" or
"mortgages") upon any Important Property (as defined below) of the Company or
any Restricted Subsidiary or any shares of stock or indebtedness of any
Restricted Subsidiary, whether owned at the date of such Indenture or thereafter
acquired, without effectively securing the Indenture Securities issued under the
Senior Indenture equally and ratably with or prior to such Debt. The foregoing
restriction will not apply to: (i) mortgages on any property acquired,
constructed or improved after the date of such Indenture which are

16
<PAGE>
created or assumed within 120 days after such acquisition, construction or
improvement to secure or provide for the payment of the purchase price or cost
thereof incurred after the date of such Indenture, or existing mortgages on
property acquired after the date of such Indenture, provided that such mortgages
do not apply to any Important Property theretofore owned by the Company or a
Restricted Subsidiary other than theretofore unimproved real property; (ii)
existing mortgages on any property acquired from a corporation merged with or
into, or substantially all of the assets of which are acquired by, the Company
or a Restricted Subsidiary; (iii) mortgages on property of any corporation
existing at the time it becomes a Restricted Subsidiary; (iv) mortgages securing
Debt owed by a Restricted Subsidiary to the Company or to another Restricted
Subsidiary; (v) mortgages in favor of governmental bodies to secure advance or
other payments pursuant to any contract or statute or to secure indebtedness
incurred to finance the purchase price or cost of constructing or improving the
property subject to such mortgages, including mortgages to secure tax exempt
pollution control revenue bonds; (vi) sales of receivables that are reflected as
secured indebtedness; (vii) certain other liens not related to the borrowing of
money; (viii) extensions, renewals or replacements of the foregoing; (ix)
mortgages on margin stock owned by the Company and Restricted Subsidiaries to
the extent such margin stock exceeds 25% of the fair market value of Important
Property of the Company and the Restricted Subsidiaries plus certain stock and
indebtedness of the Restricted Subsidiaries; and (x) mortgages on Important
Property of, or any shares of stock or indebtedness issued or incurred by, any
Restricted Subsidiary organized under the laws of Canada. (Section 1006 of the
Senior Indenture)

The foregoing restrictions do not apply to the incurrence, assumption or
guarantee by the Company or any Restricted Subsidiary of Debt secured by a
mortgage that would otherwise be subject to such restrictions up to an aggregate
amount which, together with all other Debt secured by mortgages (not including
secured Debt permitted under the foregoing exceptions) and the Attributable Debt
(generally defined as the discounted present value of net rental payments)
associated with Sale and Lease-back Transactions existing at such time (other
than Sale and Lease-back Transactions the proceeds of which have been or will be
applied as set forth in clause (iii) or (iv) under "Limitation on Sale and
Lease-back Transactions" below, and other than Sale and Lease-back Transactions
in which the property involved would have been permitted to be mortgaged under
clause (i) above), does not exceed 5% of Consolidated Net Tangible Assets of the
Company and its consolidated subsidiaries, as shown on the audited consolidated
balance sheet contained in the latest annual report to stockholders of the
Company. (Section 1006 of the Senior Indenture)

The term "Restricted Subsidiary" is defined in the Senior Indenture to mean
any subsidiary (i) engaged in, or whose principal assets consist of property
used by the Company or any Restricted Subsidiary in, the manufacture of products
within the United States or Canada or in the sale of products principally to
customers located in the United States or Canada except any corporation which is
a retail dealer in which the Company has, directly or indirectly, an investment
under an arrangement providing for the liquidation of such investment; or (ii)
which the Company shall designate as a Restricted Subsidiary. (Section 1006 of
the Senior Indenture)

The term "Important Property" is defined in the Senior Indenture to include:
(i) any manufacturing plant, including its machinery and equipment, used by the
Company or a Restricted Subsidiary primarily for the manufacture of products to
be sold by the Company or such Restricted Subsidiary; (ii) the executive office
and administrative building of the Company in Moline, Illinois; and (iii)
research and development facilities; except, in each case, property the fair
value of which as determined by the Board of Directors does not at the time
exceed 1% of Consolidated Net Tangible Assets of the Company and its
consolidated subsidiaries, as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of the Company. (Section
1006 of the Senior Indenture)

LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

The Company covenants in the Senior Indenture that it will not nor will it
permit any Restricted Subsidiary to enter into any arrangement with any Person
providing for the leasing to the Company or any Restricted Subsidiary of any
Important Property (except for temporary leases for a term, including renewals,
of not more than three years) which has been or is to be sold by the Company or
such Restricted Subsidiary to such Person unless the net proceeds are at least
equal to the fair value (as determined by the Board of

17
<PAGE>
Directors) of such property and either (i) the Company or such Restricted
Subsidiary would be entitled to incur Debt secured by a mortgage on such
Important Property without securing the Indenture Securities issued under the
Senior Indenture under clause (i) of the first paragraph under "Limitation on
Liens" above; (ii) the Attributable Debt associated therewith would be an amount
permitted under the second paragraph under "Limitation on Liens" above; (iii)
the Company applies an amount equal to the fair value of such Important Property
to the retirement of Indenture Securities or certain long-term indebtedness of
the Company or a Restricted Subsidiary, as the case may be; or (iv) the Company
enters into a BONA FIDE commitment to expend for the acquisition or improvement
of an Important Property an amount at least equal to the fair value of such
Important Property. (Section 1007 of the Senior Indenture)

SUBORDINATED INDENTURE PROVISIONS

SUBORDINATION

Upon any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization, the payment of the principal of (and premium,
if any) and interest, if any, on Subordinated Securities is to be subordinated
to the extent provided in the Subordinated Indenture in right of payment to the
prior payment in full of all Senior Indebtedness (Sections 1601 and 1602 of the
Subordinated Indenture), but the obligation of the Company to make payment of
principal (and premium, if any) or interest, if any, on Subordinated Securities
will not otherwise be affected. (Section 1604 of the Subordinated Indenture) In
addition, no payment on account of principal (and premium, if any), sinking fund
or interest, if any, may be made on the Subordinated Securities unless full
payment of all amounts then due in respect of the principal (and premium, if
any), sinking fund and interest on Senior Indebtedness has been made or duly
provided for in money or money's worth. (Section 1603 of the Subordinated
Indenture) In the event that, notwithstanding the foregoing, any such payment by
the Company is received by the Subordinated Trustee or the holders of any of the
Subordinated Securities before all Senior Indebtedness is paid in full, such
payment or distribution will be paid over to the holders of such Senior
Indebtedness or on their behalf for application to the payment of all such
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been
paid in full, after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness. Subject to the payment in full of all
Senior Indebtedness upon such distribution of assets of the Company, the holders
of the Subordinated Securities will be subrogated to the rights of the holders
of the Senior Indebtedness to the extent of payments made to the holders of such
Senior Indebtedness out of the distributive share of the Subordinated
Securities. (Section 1602 of the Subordinated Indenture) By reason of such
subordination, in the event of a distribution of assets upon insolvency, certain
general creditors of the Company may recover more, ratably, than holders of the
Subordinated Securities. The Subordinated Indenture provides that the
subordination provisions thereof will not apply to money and securities held in
trust pursuant to the defeasance provisions of the Subordinated Indenture.
(Section 1402 of the Subordinated Indenture)

Senior Indebtedness is defined in the Subordinated Indenture as the
principal of (and premium, if any) and unpaid interest on (i) indebtedness of
the Company (including indebtedness of others guaranteed by the Company),
whether outstanding on the date of the Subordinated Indenture or thereafter
created, incurred, assumed or guaranteed, for money borrowed (other than the
Indenture Securities issued under the Subordinated Indenture and the 5 1/2%
Convertible Subordinated Debentures due 2001), unless in the instrument creating
or evidencing the same or pursuant to which the same is outstanding it is
provided that such indebtedness is not senior or prior in right of payment to
the Subordinated Securities and (ii) renewals, extensions, modifications and
refundings of any such indebtedness. (Section 101 of the Subordinated Indenture)

If this prospectus is being delivered in connection with the offering of a
series of Subordinated Securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
Senior Indebtedness outstanding as of a recent date.

18
<PAGE>
THE TRUSTEES UNDER THE INDENTURES

The Chase Manhattan Bank (National Association) and Chemical Bank are two of
a number of banks with which the Company maintains ordinary banking
relationships and from which the Company has obtained credit facilities and
lines of credit. The Chase Manhattan Bank (National Association) and Chemical
Bank each also serves as trustee under other indentures under which the Company
is the obligor.

DESCRIPTION OF DEBT WARRANTS

The Company may issue (either separately or together with other Offered
Securities) Debt Warrants to purchase Underlying Debt Securities (the "Offered
Debt Warrants"). Such Debt Warrants will be issued under warrant agreements
(each a "Debt Warrant Agreement") to be entered into between the Company and a
bank or trust company, as warrant agent (the "Debt Warrant Agent"), all as shall
be set forth in the prospectus supplement. A copy of the form of Debt Warrant
Agreement has been filed as an exhibit to the registration statement. The
following summary of certain provisions of the Debt Warrant Agreement does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Debt Warrant Agreement, including the
definitions of certain terms.

GENERAL

Reference is made to the prospectus supplement for the terms of the Offered
Debt Warrants, including the following:

(1) The title and aggregate number of such Debt Warrants.

(2) The title, rank, aggregate principal amount and terms of the
Underlying Debt Securities purchasable upon exercise of such Debt Warrants.

(3) The principal amount of Underlying Debt Securities that may be
purchased upon exercise of each such Debt Warrant, and the price, or the
manner of determining the price, at which such principal amount may be
purchased upon such exercise.

(4) The time or times at which, or period or periods in which, such Debt
Warrants may be exercised and the expiration date of such Debt Warrants.

(5) The terms of any right of the Company to redeem such Debt Warrants.

(6) Whether certificates evidencing such Debt Warrants ("Debt Warrant
Certificates") will be issued in registered or bearer form, and, if
registered, where they may be transferred and exchanged.

(7) Whether such Debt Warrants are to be issued with any Debt Securities
or any other Securities.

(8) The date, if any, on and after which such Debt Warrants and such
Debt Securities or other Securities will be separately transferable.

(9) Any other terms of such Debt Warrants.

If applicable, the prospectus supplement will also set forth information
concerning any other Securities offered thereby and a discussion of federal
income tax considerations relevant thereto.

Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations. No service charge will be made for any
permitted transfer or exchange of Debt Warrant Certificates, but the Company may
require payment of any tax or other governmental charge payable in connection
therewith. Debt Warrants may be exercised and exchanged, and Debt Warrants in
registered form may be presented for registration of transfer at the corporate
trust office of the Debt Warrant Agent or any other office indicated in the
prospectus supplement.

19
<PAGE>
EXERCISE OF DEBT WARRANTS

Each Offered Debt Warrant will entitle the holder thereof to purchase such
amount of Underlying Debt Securities at the exercise price set forth in, or
calculable from, the prospectus supplement relating to such Offered Debt
Warrants. After the close of business on the applicable expiration date,
unexercised Debt Warrants will become void.

Debt Warrants may be exercised by payment to the Debt Warrant Agent of the
applicable exercise price and by delivery to the Debt Warrant Agent of the
related Debt Warrant Certificate, with the reverse side thereof properly
completed. Debt Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt by the Debt Warrant Agent, within
five business days thereafter, of the Debt Warrant Certificate or Certificates
evidencing such Debt Warrants. Upon receipt of such payment and the properly
completed Debt Warrant Certificates at the corporate trust office of the Debt
Warrant Agent or any other office indicated in the prospectus supplement, the
Company will, as soon as practicable, deliver the amount of Underlying Debt
Securities purchased upon such exercise. If fewer than all of the Debt Warrants
represented by any Debt Warrant Certificate are exercised, a new Debt Warrant
Certificate will be issued for the unexercised Debt Warrants. The holder of a
Debt Warrant will be required to pay any tax or other governmental charge that
may be imposed in connection with any transfer involved in the issuance of
Underlying Debt Securities purchased upon such exercise.

MODIFICATIONS

The Debt Warrant Agreement and the terms of the Offered Debt Warrants may be
modified or amended by the Company and the Debt Warrant Agent, without the
consent of any holder, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
therein, or in any other manner that the Company deems necessary or desirable
and that will not materially and adversely affect the interests of the holders
of the Offered Debt Warrants.

The Company and the Debt Warrant Agent may also modify or amend the Debt
Warrant Agreement and the terms of the Offered Debt Warrants with the consent of
the holders of not less than a majority in number of the then outstanding
unexercised Debt Warrants affected thereby; provided that no such modification
or amendment that accelerates the expiration date, increases the exercise price,
reduces the number of outstanding Debt Warrants the consent of the holders of
which is required for any such modification or amendment, or otherwise
materially and adversely affects the rights of the holders of the Debt Warrants,
may be made without the consent of each holder affected thereby.

NO RIGHTS AS HOLDERS OF UNDERLYING DEBT SECURITIES

Holders of Debt Warrants are not entitled, by virtue of being such holders,
to payments of principal of (or premium, if any) or interest, if any, on the
related Underlying Debt Securities or to exercise any other rights whatsoever as
holders of the Underlying Debt Securities.

PLAN OF DISTRIBUTION

The Company may sell the Offered Securities to or through underwriters or
dealers, and also may sell the Offered Securities directly to one or more other
purchasers or through agents.

The prospectus supplement sets forth the terms of the offering of the
particular series of Offered Securities to which such prospectus supplement
relates, including (i) the name or names of any underwriters or agents with whom
the Company has entered into arrangements with respect to the sale of such
series of Offered Securities, (ii) the initial public offering or purchase price
of such series of Offered Securities, (iii) any underwriting discounts,
commissions and other items constituting underwriters' compensation from the
Company and any other discounts, concessions or commissions allowed or reallowed
or paid by any underwriters to other dealers, (iv) any commissions paid to any
agents, (v) the net proceeds to the Company and (vi) the securities exchanges,
if any, on which such series of Offered Securities will be listed.

Unless otherwise set forth in the prospectus supplement relating to a
particular series of Offered Securities, the obligations of the underwriters to
purchase such series of Offered Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Offered
Securities

20
<PAGE>
will be obligated to purchase all of the Offered Securities of such series
allocated to it if any such Offered Securities are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.

The Offered Securities may be offered and sold by the Company directly or
through agents designated by the Company from time to time. Unless otherwise
indicated in the applicable prospectus supplement, each such agent will be
acting on a best efforts basis for the period of its appointment. Any agent
participating in the distribution of Offered Securities may be deemed to be an
"underwriter," as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), of the Offered Securities so offered and sold. The
Offered Securities also may be sold to dealers at the applicable price to the
public set forth in the prospectus supplement relating to a particular series of
Offered Securities who later resell to investors. Such dealers may be deemed to
be "underwriters" within the meaning of the Securities Act.

Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act.

If so indicated in the prospectus supplement relating to a particular series
of Offered Securities, the Company will authorize underwriters, dealers or
agents to solicit offers by certain institutions to purchase Offered Securities
of such series from the Company pursuant to delayed delivery contracts providing
for payment and delivery at a future date. Such contracts will be subject only
to those conditions set forth in the prospectus supplement and the prospectus
supplement will set forth the commission payable for solicitation of such
contracts.

LEGAL OPINIONS

The validity of the Securities will be passed upon for the Company by
Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022 and for any
underwriters, dealers or agents by Brown & Wood, One World Trade Center, New
York, New York 10048.

EXPERTS

The financial statements and financial statement schedules incorporated in
this prospectus by reference to the Company's Annual Report on Form 10-K have
been audited by Deloitte & Touche, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

21
<PAGE>
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS, IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT
(INCLUDING ANY PRICING SUPPLEMENT) AND THE ACCOMPANYING PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON, UNDERWRITER, DEALER
OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY
PRICING SUPPLEMENT) AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER
AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF AND THEREOF.
THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY PRICING SUPPLEMENT) AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Description of Notes........................... S-2
Important Currency Exchange Information........ S-19
Foreign Currency Risks......................... S-19
United States Taxation......................... S-21
Plan of Distribution........................... S-27
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 3
Use of Proceeds................................ 4
Description of Debt Securities................. 4
Description of Debt Warrants................... 19
Plan of Distribution........................... 20
Legal Opinions................................. 21
Experts........................................ 21
</TABLE>

U.S. $500,000,000

DEERE & COMPANY

MEDIUM-TERM NOTES,
SERIES C

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

PROSPECTUS SUPPLEMENT
-------------------

MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.

JUNE , 1994

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
registration fee.

<TABLE>
<S> <C>
S.E.C. registration fee........................................... $ 95,193
Printing and engraving............................................ 75,000
Legal fees and expenses........................................... 100,000
Fees of accountants............................................... 35,000
Fees of trustee................................................... 8,000
Blue sky fees and expenses........................................ 20,000
Rating agency fees................................................ 150,000
Miscellaneous..................................................... 6,807
---------
Total......................................................... $ 490,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Article seventh of the restated certificate of incorporation of
the registrant provides in effect that the registrant shall provide certain
indemnification to such persons.

The registrant has contracts of indemnification with its directors and
officers providing that they shall be indemnified to the fullest extent
permitted by law. The contracts also provide: (1) that, in the event of a change
in control, determinations concerning indemnification shall thereafter be made
by independent counsel, instead of the board of directors; (2) that, if
indemnification is not available, in whole or in part, contribution shall be
paid by the registrant in a proportion based upon the relative benefits to, and
relative fault of, the registrant and the director or officer in the action or
inaction, and other equitable considerations; and (3) that any legal action,
brought by or on behalf of the registrant against any director or officer party
to such contract, shall be brought within the shorter of two years from the date
of accrual of such cause of action or the applicable period of limitations for
such cause of action.

The directors and officers of the registrant are insured, under policies of
insurance maintained by the registrant, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

Section 8 of the distribution agreement filed as exhibit 1 to this
registration statement provides for indemnification of each agent and its
controlling persons by the registrant, against certain liabilities. Similar
provisions are contained in agreements entered into between the registrant and
groups of agents on past occasions.

ITEM 16. LIST OF EXHIBITS.

The exhibits to this registration statement are listed in the exhibit index,
which appears elsewhere herein and is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a)(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-1
<PAGE>
(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;

(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 registration statement is on form S-3 or form S-8 and 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.

(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered thereby, and for 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 registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 registrant 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.

II-2
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
1.1 Proposed form of distribution agreement
1.2 Proposed form of terms agreement and underwriting agreement basic provisions for Debt Securities (Exhibit
1.1 to registration statement on Form S-3 no. 33-54149*)
2 Not applicable
4.1 Proposed form of senior indenture between the registrant and The Chase Manhattan National Bank (National
Association)
4.2 Proposed form of senior fixed rate medium-term note
4.3 Proposed form of senior fixed rate indexed medium-term note
4.4 Proposed form of senior floating rate medium-term note
4.5 Proposed form of senior floating rate indexed medium-term note
4.6 Proposed form of fixed rate redeemable or non-redeemable senior security (Exhibit 4.2 to registration
statement on Form S-3 no. 33-54149*)
4.7 Proposed form of subordinated indenture between the registrant and Chemical Bank
4.8 Proposed form of subordinated fixed rate medium-term note
4.9 Proposed form of subordinated floating rate medium-term note
4.10 Proposed form of fixed rate redeemable or non-redeemable subordinated security (Exhibit 4.4 to
registration statement on Form S-3 no. 33-54149*)
4.11 Proposed form of debt warrant agreement (Exhibit 4.12 to registration statement on Form S-3 no.
33-54149*)
5 Opinion of Shearman & Sterling
8 Opinion of Shearman & Sterling with respect to tax matters
12 Deere & Company and Consolidated Subsidiaries computation of ratio of earnings before fixed charges to
fixed charges (Exhibit 12 to Form 10-Q for the quarter ended April 30, 1994*)
15 Not applicable
23.1 Consent of Deloitte & Touche
23.2 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 5)
23.3 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 8)
24 Not applicable
25.1 Statement of eligibility of The Chase Manhattan National Bank (National Association) under the Trust
Indenture Act of 1939 on Form T-1
25.2 Statement of eligibility of Chemical Bank under the Trust Indenture Act of 1939 on Form T-1
26 Not applicable
27 Not applicable
28 None
99 None
</TABLE>

- ---------
*Incorporated by reference.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Rock Island, State of Illinois, on June 16, 1994.

DEERE & COMPANY

By: /s/ HANS W. BECHERER

-----------------------------------
HANS W. BECHERER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

Each person signing below also hereby appoints Hans W. Becherer and David H.
Stowe, Jr., and each of them singly, his or her lawful attorney-in-fact with
full power to execute and file any amendments to the registration statement, and
generally to do all such things, as such attorney-in-fact may deem appropriate
to enable Deere & Company to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- -------------------------------------------- ----------------------
<C> <S> <C>
/s/ HANS W. BECHERER Chairman, Director and Principal Executive
---------------------------------- Officer
HANS W. BECHERER
/s/ JOHN R. BLOCK Director
----------------------------------
JOHN R. BLOCK
/s/ REGINA E. HERZLINGER Director
----------------------------------
REGINA E. HERZLINGER
/s/ SAMUEL C. JOHNSON Director
----------------------------------
SAMUEL C. JOHNSON
/s/ ARTHUR L. KELLY Director
---------------------------------- June 16, 1994
ARTHUR L. KELLY
/s/ P.E. LEROY Senior Vice President, Principal Financial
---------------------------------- Officer and Principal Accounting Officer
P.E. LEROY
/s/ A. SANTAMARINA V. Director
----------------------------------
AGUSTIN SANTAMARINA V.
/s/ WILLIAM A. SCHREYER Director
----------------------------------
WILLIAM A. SCHREYER
/s/ D. H. STOWE, JR. Director
----------------------------------
D. H. STOWE, JR.
/s/ JOHN R. WALTER Director
----------------------------------
JOHN R. WALTER
</TABLE>

II-4
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1994

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

EXHIBITS
TO
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

DEERE & COMPANY

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
- ----------- -------------
<S> <C> <C>
1.1 Proposed form of distribution agreement.......................................................
1.2 Proposed form of terms agreement and underwriting agreement basic provisions for Debt
Securities (Exhibit 1.1 to registration statement on Form S-3 no. 33-54149*)
2 Not applicable
4.1 Proposed form of senior indenture between the registrant and The Chase Manhattan National Bank
(National Association)........................................................................
4.2 Proposed form of senior fixed rate medium-term note...........................................
4.3 Proposed form of senior fixed rate indexed medium-term note...................................
4.4 Proposed form of senior floating rate medium-term note........................................
4.5 Proposed form of senior floating rate indexed medium-term note
4.6 Proposed form of fixed rate redeemable or non-redeemable senior security (Exhibit 4.2 to
registration statement on Form S-3 no. 33-54149*).............................................
4.7 Proposed form of subordinated indenture between the registrant and Chemical Bank
4.8 Proposed form of subordinated fixed rate medium-term note
4.9 Proposed form of subordinated floating rate medium-term note
4.10 Proposed form of fixed rate redeemable or non-redeemable subordinated security (Exhibit 4.4 to
registration statement on Form S-3 no. 33-54149*).............................................
4.11 Proposed form of debt warrant agreement (Exhibit 4.12 to registration statement on Form S-3
no. 33-54149*)
5 Opinion of Shearman & Sterling................................................................
8 Opinion of Shearman & Sterling with respect to tax matters....................................
12 Deere & Company and Consolidated Subsidiaries computation of ratio of earnings before fixed
charges to fixed charges (Exhibit 12 to Form 10-Q for the quarter ended April 30, 1994*)......
15 Not applicable
23.1 Consent of Deloitte & Touche
23.2 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 5)
23.3 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 8)
24 Not applicable
25.1 Statement of eligibility of The Chase Manhattan National Bank (National Association) under the
Trust Indenture Act of 1939 on Form T-1.......................................................
25.2 Statement of eligibility of Chemical Bank under the Trust Indenture Act of 1939 on Form T-1...
26 Not applicable
27 Not applicable
28 None
99 None
<FN>
- ---------
*Incorporated by reference.
</TABLE>

<PAGE>

EXHIBIT 1.1

DEERE & COMPANY
MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

DISTRIBUTION AGREEMENT

June __, 1994

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310

GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004

Dear Sirs:

Deere & Company, a Delaware corporation (the "Company"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. (each, an "Agent", and collectively, the
"Agents"), with respect to the issue and sale by the Company of its Medium-Term
Notes, Series C, Due from 9 Months to 30 Years from Date of Issue described
herein (the "Notes"). The Notes may be issued as senior indebtedness (the
"Senior Notes") or as subordinated indebtedness (the "Subordinated Notes") of
the Company. The Senior Notes are to be issued as a series under an indenture,
dated as of June 15, 1994 (the "Senior Indenture"), between the Company and The
Chase Manhattan Bank (National Association) as trustee (the "Senior Trustee")
and the Subordinated Notes are to be issued as a series under an indenture,
dated as of June 15, 1994 (the "Subordinated Indenture", and together with the
Senior Indenture, the "Indentures"), between the Company and Chemical Bank, as
trustee (the "Subordinated Trustee", and together with the Senior Trustee, the
"Trustee"). As of the date hereof, the Company has authorized the issuance and
sale of up to U.S.

<PAGE>

$500,000,000 aggregate principal amount (or its equivalent, based upon the
applicable exchange rate at the time of the applicable trade date, in one or
more foreign currencies or currency units or composite currencies designated by
the Company) of Notes through the Agents pursuant to the terms of this
Agreement. it is understood, however, that the Company may from time to time
authorize the issuance of additional Notes and that such additional Notes may be
sold through or to one or more of the Agents pursuant to the terms of this
Agreement, all as though the issuance of such Notes were authorized as of the
date hereof.

This Agreement provides both for the sale of Notes by the Company directly
to purchasers, in which case the Agents will act as agents of the Company in
soliciting purchases of the Notes, and (as may from time to time be agreed to by
the Company and an Agent) to an Agent as principal for resale to investors and
other purchasers. In addition, notwithstanding anything herein to the contrary,
the Company may, without the consent of the Agents, solicit or accept offers to
purchase Notes from any person for their account ("direct placements"). It is
understood that the Agents are not acting as agents of the company in direct
placements.

The Company has filed with the Securities and Exchange Commission (the
"SEC") registration statements on Form S-3 (Nos. 33-39006 and 33-_______) for
the registration of debt securities, including the Notes, and warrants to
purchase such debt securities, under the Securities Act of 1933, as amended (the
"1933 Act"), and the offering thereof from time to time in accordance with Rule
415 of the rules and regulations of the SEC under the 1933 Act (the "1933 Act
Regulations"). Such registration statements have been declared effective by the
SEC and each Indenture has been qualified under the Trust Indenture Act of 1939,
as amended (the "1939 Act"). Such registration statements (and any further
registration statements which may be filed by the Company for the purpose of
registering additional Notes and in connection with which this Agreement is
included as an exhibit) and the prospectuses constituting a part thereof, and
any prospectus supplements relating to the Notes, including all documents
incorporated therein by reference, as from time to time amended or supplemented
by the filing of documents pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or as otherwise amended or supplemented pursuant to
the 1933 Act or otherwise, are referred to herein collectively as the
"Registration Statement" and the "Prospectus", respectively, except that if any
revised prospectus shall be provided to the Agents by the Company for use in
connection with the offering of the Notes which is not required to be filed by
the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term

<PAGE>

"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to the Agents for such use.

The Company and the Agents acknowledge that the Distribution Agreement,
dated February 22, 1991, between the Company and the Agents is hereby terminated
subject to the provisions of Section 12(c) and Section 14 thereof.

SECTION 1. APPOINTMENT AS AGENTS.

(a) APPOINTMNET OF AGENTS. Subject to the terms and conditions stated
herein and subject to the reservation by the Company of the right to sell Notes
directly on its own behalf, without the consent of the Agents, the Company
hereby (i) appoints the Agents as the agents for the purpose of soliciting
purchases of the Notes from the Company by others and (ii) agrees that whenever
the Company determines to sell Notes directly to an Agent as principal for
resale to others, it will enter into a Terms Agreement (hereafter defined)
relating to such sale in accordance with the provisions of Section 3(b) hereof.
Subject to the provisions of Section 3(b), the Agents are not authorized to
appoint sub-agents or to engage the services of any other broker or dealer in
connection with the offer or sale of the Notes. The Company may, without the
consent of the Agents, appoint other persons as agents for the purpose of
soliciting purchases of the Notes from the Company by others; PROVIDED, HOWEVER,
that the Company and such person or persons shall execute a counterpart to this
Agreement, whereupon from and after the date of such execution, the term "Agent"
shall include such person or persons and such person or persons shall be subject
to the terms and conditions stated herein.

(b) BEST EFFORTS SOLICITATIONS; RIGHT TO REJECT OFFERS. Upon receipt of
instructions from the Company, each Agent will use its best efforts to solicit
purchases of such principal amount of the Notes as the Company and such Agent
shall agree upon from time to time during the term of this Agreement, it being
understood that the Company shall not approve the solicitation of purchases of
Notes in excess of the amount which shall be authorized by the Company from time
to time. Each Agent will communicate to the Company, orally or in writing, each
offer to purchase Notes, other than those offers rejected by such Agent. Each
Agent shall have the right, in its discretion reasonably exercised, to reject
any proposed purchase of Notes, in whole or in part, and any such rejection
shall not be deemed a breach of such Agent's agreement contained herein. The
Company may accept or reject any proposed purchase of the Notes, in whole or in
part.

3
<PAGE>

(c) SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. In soliciting
purchases of the Notes on behalf of the Company, each Agent shall act solely as
agent for the Company and not as principal. Each Agent shall make reasonable
efforts to assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and accepted by the
Company. Such Agent shall not have any liability to the company in the event
that any such purchase is not consummated for any reason; PROVIDED, HOWEVER,
that the foregoing shall not relieve any Agent for any liability such Agent may
have for a breach of its obligations hereunder. The Agents shall not have any
obligation to purchase Notes from the Company as principal, but an Agent may
agree from time to time to purchase Notes as principal. Any such purchase of
Notes by an Agent as principal shall be made pursuant to a Terms Agreement in
accordance with the provisions of Section 3(b) hereof.

(d) RELIANCE. The Company and the Agents agree that any Notes the
placement of which an Agent arranges shall be placed by such Agent, and any
Notes purchased by an Agent shall be purchased, in reliance upon the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.

SECTION 2. REPRESENTATIONS AND WARRANTIES.

(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (whether through such Agent as agent or to such Agent as
principal), as of the date of each delivery of Notes (whether through such Agent
as agent or to such Agent as principal) (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of the times referred to in Section 7(b) hereof (each of the times referenced
above being referred to hereafter as a "Representation Date") as follows:

(i) The Registration Statement and the Prospectus, at the time the
Registration Statement became effective, complied and, as of the applicable
Representation Date, will comply in all material respects with the
requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act
and the rules and regulations of the SEC promulgated thereunder. The
Registration Statement, at the time the Registration Statement became
effective, did not, and, at each time thereafter at which any amendment to
the Registration Statement becomes effective and any Annual Report on Form
10-K is filed by the Company with the SEC and as of each Representation
Date, will not, contain any untrue statement

<PAGE>

of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Prospectus, as of the date hereof, does not, and as of each Representation
Date, will not, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;
PROVIDED, HOWEVER, that the representations and warranties in this
subsection shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by any
Agent expressly for use in the Registration Statement or Prospectus or to
that part of the Registration Statement which constitutes the Statements of
Eligibility under the 1939 Act on Form T-1 of each Trustee under the
applicable Indenture.

(ii) The financial statements and the supporting schedules included or
incorporated by reference in the Registration Statement and Prospectus
present fairly the financial position of the Company and its subsidiaries
on a consolidated basis, as at the dates indicated, and the respective
results of operations for the periods specified, in conformity with
generally accepted accounting principles applied on a consistent basis
during the periods involved.

(iii) The documents incorporated by reference in the Prospectus, at the
time they were or hereafter are filed with the SEC, complied or when so
filed will comply, as the case may be, in all material respects with the
requirements of the 1934 Act and the rules and regulations thereunder, and,
when read together and with the other information in the Prospectus, do not
and will not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
are made, not misleading.

(iv) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as may otherwise be
stated in or contemplated by the Registration Statement and Prospectus, (A)
there has not been any material adverse change in the financial condition
of the Company and its subsidiaries considered as one enterprise, or in the
results of operations or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business and (B) there have not been any transactions
entered into by the Company or its subsidiaries

5
<PAGE>

other than (1) transactions in the ordinary course of business including
borrowings for the acquisition of receivables and other operations or (2)
transactions which are not material in relation to the Company and its
subsidiaries considered as one enterprise.

(v) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
power and authority to own, lease and operate its properties and conduct
its business as described in the Registration Statement.

(vi) The execution and delivery of this Agreement and each Indenture
and the consummation of the transactions contemplated herein and therein
have been duly authorized by all necessary corporate action and will not
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company,
pursuant to any indenture, loan agreement, contract or other agreement or
instrument to which the Company is a party or by which the Company may be
bound or to which any of the property or assets of the company is subject,
nor will such action result in any violation of the provisions of the
charter or by-laws of the Company or, to the best of its knowledge, any
order, rule or regulation applicable to the Company of any court or of any
federal, state or other regulatory authority or other governmental body
having jurisdiction over the Company.

(vii) The Notes have been duly authorized for issuance and sale
pursuant to this Agreement and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and of the applicable
Indenture against payment of the consideration therefor in accordance with
this Agreement, the Notes will be valid and legally binding obligations of
the Company enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws
relating to or affecting enforcement of creditors' rights or by general
equity principles and will be entitled to the benefits of the applicable
Indenture.

(viii) The statements in the Prospectus under the caption "Description
of Notes" and "Description of Debt Securities", insofar as they purport to
summarize certain provisions of documents specifically referred to therein,
are accurate summaries of such provisions.

<PAGE>

(ix) The accountants who certified the financial statements included
or incorporated by reference in the Registration Statement and the
Prospectus are independent public accountants within the meaning of the
1933 Act and the 1933 Act Regulations.

(x) The Notes, when issued, authenticated and delivered pursuant to
the provisions of this Agreement and the applicable Indenture, will be
excluded or exempted from the provisions of the Commodity Exchange Act.

(b) ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the Company and delivered to the Agents or to counsel for the Agents in
connection with an offering of Notes or the sale of Notes to an Agent as
principal shall be deemed a representation and warranty by the Company to the
Agents as to the matters covered thereby on the date of such certificate and, to
the extent therein provided, at each Representation Date subsequent thereto.

SECTION 3. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.

(a) SOLICITATIONS AS AGENT. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each Agent agrees, as an agent of the Company, to use its best efforts to
solicit offers to purchase the Notes upon the terms and conditions set forth
herein and in the Prospectus.

The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agents, as agents, commencing
at any time for any period of time or permanently. Upon receipt of instructions
from the Company, the Agents will forthwith suspend solicitation of purchases
from the Company until such time as the Company has advised the Agents that such
solicitation may be resumed.

The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the applicable percentage of the price to the public of each
Note sold by the Company as a result of a solicitation made by such Agent as set
forth in Exhibit A hereto. Without the prior approval of the Company, the Agents
may not reallow any portion of the commission payable pursuant hereto to dealers
or purchasers in connection with the offer and sale of any Notes.

The purchase price, interest rate or formula, maturity date and other terms
of the Notes shall be agreed upon by the Company and the applicable Agent and
set forth in a pricing supplement to

7
<PAGE>

the Prospectus to be prepared following each acceptance by the Company of an
offer for the purchase of Notes. Except as may be otherwise provided in such
supplement to the Prospectus, the Notes will be issued in denominations of U.S.
$1,000 or any amount in excess thereof which is an integral multiple of U.S.
$1,000. All Notes sold through an Agent as agent will be sold at 100% of their
principal amount unless otherwise agreed to by the Company and such Agent.

(b) PURCHASES AS PRINCIPAL. Each sale of Notes to an Agent as principal
shall be made in accordance with the terms contained herein and pursuant to a
separate agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, such Agent. Each such separate agreement
(which may be an oral agreement and confirmed in writing as described below
between the applicable Agent and the company) is herein referred to as a "Terms
Agreement". Unless the context otherwise requires, each reference contained
herein to "this Agreement" shall be deemed to include any applicable Terms
Agreement between the Company and the applicable Agent. Each such Terms
Agreement, whether oral (and confirmed in writing, which may be by facsimile
transmission) or in writing, shall be with respect to such information (as
applicable) as is specified in Exhibit B hereto. An Agent's commitment to
purchase Notes as principal pursuant to any Terms Agreement shall be deemed to
have been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each Terms Agreement shall specify the principal amount of Notes to be
purchased by the applicable Agent pursuant thereto, the price to be paid to the
Company for such Notes, the time and place of delivery of and payment for such
Notes and such other provisions (including further terms of the Notes) as may be
mutually agreed upon. Such Terms Agreement shall also specify the requirements
for the officer's certificate, opinions of counsel, comfort letter and stand-off
agreement pursuant to Sections 7(b), 7(c), 7(d) and 4(j), respectively, hereof.
In addition, the applicable Agent is authorized to engage the services of any
broker or dealer in connection with the offer or sale of Notes which such Agent
has purchased as principal. The applicable Agent may sell such Notes to any
broker or dealer at a discount and, unless otherwise specified in a pricing
supplement to the Prospectus, such discount will not be in excess of 66 2/3% of
the discount to be received by such Agent from the Company.

(c) ADMINISTRATIVE PROCEDURES. Administrative procedures with respect to
the sale of Notes shall be agreed upon from time to time by the Agents and the
Company (the "Procedures"). The Agents and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Procedures.

<PAGE>

SECTION 4. COVENANTS OF THE COMPANY.

The Company covenants with the Agents as follows:

(a) NOTICE OF CERTAIN EVENTS. The Company will notify the Agents
immediately of (i) the effectiveness of any amendment to the Registration
Statement, (ii) the receipt of any comments from the SEC with respect to the
Registration Statement or the Prospectus, (iii) any request by the SEC for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, and (iv) the issuance by the SEC of
any stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) NOTICE OF CERTAIN PROPOSED FILINGS. Except as otherwise provided in
this subsection or subsection (k) of this Section 4, the Company will (i) give
the Agents notice of its intention to file (a) any additional registration
statement with respect to the registration of additional Notes to be distributed
pursuant to this Agreement or (b) any amendment to the Registration Statement or
any amendment or supplement to the Prospectus, whether by the filing of
documents pursuant to the 1933 Act, the 1934 Act or otherwise; (ii) furnish the
Agents with copies of any document referred to in clause (i) above proposed to
be filed a reasonable time in advance of filing; and (iii) make available to the
Agents copies of documents so filed promptly upon the filing thereof.
Notwithstanding the foregoing, except as set forth below, the Company shall not
be required to give any Agent notice of its intention to file, to furnish any
Agent a copy of in advance of filing, or to make available to any Agent, (i)
Quarterly Reports on Form 10-Q, any Current Report on Form 8-K that includes
solely the financial and other information referred to in subsection (e) or (f)
of this Section (including a press release containing such information) or any
filings pursuant to Section 14 of the 1934 Act, PROVIDED that the Company shall
make available to each Agent copies of such documents promptly after the filing
thereof, and PROVIDED, FURTHER, that if any such document is to be filed in
order that the Prospectus does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading in light of the circumstances then existing, then the
Company shall give immediate notice (prior to the filing of any such document)
to each Agent to cease solicitations of offers to purchase the Notes in its
capacity as agent and to cease sales of any Notes an Agent may then own as

<PAGE>

principal pursuant to a Terms Agreement, (ii) any pricing supplement to the
Prospectus in connection with a sale of Notes (except that a pricing supplement
shall be provided to the Agent who solicits the Notes to which such pricing
supplement relates); (iii) any amendment or supplement to the Prospectus that
relates exclusively to an offering of debt securities other than Notes; or (iv)
any Current Report on Form 8-K filed solely for the purpose of incorporating an
exhibit by reference into a registration statement except that the Company shall
make available to each Agent any such Current Report on Form 8-K promptly after
the filing thereof.

(c) COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS. The Company
will deliver to each Agent one signed and as many conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as such Agent may
reasonably request. The Company will furnish to each Agent as many copies of the
Prospectus (as amended or supplemented) as such Agent shall reasonably request
so long as an Agent is required to deliver a Prospectus in connection with sales
or solicitations of offers to purchase the Notes.

(d) REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in subsection (k) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which it
is necessary, in the opinion of the Company or in the reasonable opinion of
counsel for the Agents or counsel for the Company, to further amend or
supplement the Prospectus in order that the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time the Prospectus is delivered to a purchaser,
or if it shall be necessary, in the opinion of the Company or in the reasonable
opinion of either such counsel, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company shall give immediate notice to each
Agent to cease the solicitation of offers to purchase the Notes in its capacity
as agent and to cease sales of any Notes it may then own as principal pursuant
to a Terms Agreement, and the Company will promptly prepare and file with the
SEC such amendment or supplement, whether by filing documents pursuant to the
1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue
statement or omission or to make the Registration Statement and Prospectus
comply with such requirements.

<PAGE>

(e) PROSPECTUS REVISIONS -- PERIODIC FINANCIAL INFORMATION. Except as
otherwise provided in subsection (k) of this Section, promptly after there shall
be released to the general public interim financial statement information
related to the Company with respect to each of the first three quarters of any
fiscal year or preliminary financial statement information with respect to any
fiscal year, the Company shall cause the Registration Statement and the
Prospectus to be amended or supplemented to include or incorporate by reference
capsule financial information with respect thereto and corresponding information
for the comparable period of the preceding fiscal year, as well as such other
information and explanations as shall be necessary for an understanding thereof
or as shall be required by the 1933 Act or the 1933 Act Regulations.

(f) PROSPECTUS REVISIONS -- AUDITED FINANCIAL INFORMATION. Except as
otherwise provided in subsection (k) of this Section, promptly after there shall
be released to the general public financial information included in or derived
from the audited financial statements of the Company for the preceding fiscal
year, the Company shall cause the Registration Statement and the Prospectus to
be amended, whether by the filing of documents pursuant to the 1934 Act, the
1933 Act or otherwise, to include or incorporate by reference such audited
financial statements and the report or reports, and consent or consents to such
inclusion or incorporation by reference, of the independent accountants with
respect thereto, as well as such other information and explanations as shall be
necessary for an understanding of such financial statements or as shall be
required by the 1933 Act or the 1933 Act Regulations.

(g) EARNINGS STATEMENTS. The Company will make generally available to its
security holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 under the 1933 Act) covering each twelve month
period beginning, in each case, not later than the first day of the Company's
fiscal quarter next following the "effective date" (as defined in such Rule 158)
of the Registration Statement with respect to each sale of Notes.

(h) BLUE SKY QUALIFICATIONS. The Company will endeavor, in cooperation
with the Agents, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the Agents may designate, and will maintain such qualifications in effect for as
long as may be required for the distribution of the Notes; PROVIDED, HOWEVER,
that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified.

<PAGE>

The Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Notes have been qualified as above provided.
The Company will promptly advise the Agents of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Notes
for sale in any such state or jurisdiction or the initiating or threatening of
any proceeding for such purpose.

(i) 1934 ACT FILINGS. The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act, will file promptly all documents
required to be filed with the SEC pursuant to Sections 13(a) or 14 of the 1934
Act.

(j) STAND-OFF AGREEMENT. If required pursuant to the terms of a Terms
Agreement, between the date of any Terms Agreement and the Settlement Date with
respect to such Terms Agreement, the Company will not, without the applicable
Agent's prior consent, offer or sell in the United States, or enter into any
agreement to so sell, any debt securities of the Company (other than the Notes
that are to be sold pursuant to such Terms Agreement and debt securities with
maturities of less than nine months in the ordinary course of business).

(k) SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be required
to comply with the provisions of subsections (b), (d), (e) or (f) of this
Section during any period from the time (i) the Agents shall have suspended
solicitation of purchases of the Notes in its capacity as agent pursuant to a
request from the Company and (ii) neither Agent shall hold any Notes as
principal purchased pursuant to a Terms Agreement, to the time the Company shall
determine that solicitation of purchases of the Notes should be resumed or shall
subsequently enter into a new Terms Agreement with an Agent.

SECTION 5. CONDITIONS OF OBLIGATIONS.

The obligations of the Agents as agents of the Company to solicit offers to
purchase the Notes, the obligations of any purchasers of the Notes sold through
an Agent as agent, and any obligation of an Agent as principal to purchase Notes
pursuant to a Terms Agreement will be subject to the accuracy of the
representations and warranties on the part of the Company herein and to the
accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance and observance
by the Company of all its covenants and agreements herein contained and to the
following additional conditions precedent:

<PAGE>

(a) LEGAL OPINIONS. On the date hereof, the Agents shall have received the
following legal opinions, dated as of the date hereof and in form and substance
satisfactory to the Agents:

(1) OPINION OF COMPANY COUNSEL. The opinion of Shearman & Sterling,
counsel to the Company, to the effect that:

(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.

(ii) This Agreement has been duly authorized, executed and
delivered by the Company.

(iii) Each Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution
and delivery by the applicable Trustee, constitutes a valid and
binding obligation of the Company, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization or other similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law)
and to provisions of law that require that a judgment for money
damages rendered by a court in the United States be expressed only in
United States dollars.

(iv) The Notes have been duly authorized by the Company and, when
duly executed by the Company and completed and authenticated by the
applicable Trustee in accordance with the applicable Indenture and
delivered against payment pursuant to this Agreement, the Notes, in
the forms certified by an authorized officer of the Company, will be
valid and binding obligations of the Company entitled to the benefits
of such Indenture and enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization or other similar laws affecting enforcement
of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and to
provisions of law that require that a judgment for money damages

<PAGE>

rendered by a court in the United States be expressed only in United
States dollars.

(v) The statements in the Prospectus under the caption
"Description of Notes" and "Description of Debt Securities", insofar
as they purport to summarize certain provisions of documents
specifically referred to therein, are accurate summaries of such
provisions.

(vi) Each Indenture has been duly qualified under the 1939 Act.

(vii) The Registration Statement is effective under the 1933 Act
and, to the best of their knowledge and information, no stop order
suspending the effectiveness of the Registration Statement has been
issued under the 1933 Act or proceedings therefor initiated or
threatened by the SEC.

(viii) The Registration Statement and the Prospectus (except for
the financial statements and other financial data included therein or
omitted therefrom and the Statements of Eligibility of the respective
Trustees on Form T-1, as to which such counsel need express no
opinion), excluding the documents incorporated by reference therein,
as of their respective effective or issue dates, appear on their face
to have been appropriately responsive in all material respects to the
requirements of the 1933 Act, the 1939 Act and the 1933 Act
Regulations.

(ix) Each document incorporated by reference in the Prospectus
(except for the financial statements and other financial data included
therein or omitted therefrom, as to which such counsel need express no
opinion) as of the date it was filed with the SEC, appears on its face
to have been appropriately responsive in all material respects to the
requirements of the 1934 Act and the rules and regulations of the SEC
thereunder.

(x) The execution and delivery of this Agreement, the
fulfillment of the terms herein set forth and the consummation of the
transactions herein contemplated will not conflict with the charter or
by-laws of the Company.

(xi) The information contained in the Prospectus under the
caption "United States Taxation", to the extent that it constitutes
matters of law or legal

<PAGE>

conclusions, has been reviewed by such counsel and is correct.

(2) OPINION OF GENERAL COUNSEL TO THE COMPANY. The opinion of the
General Counsel of the Company to the effect that (i) the Company is duly
qualified to transact business and is in good standing in the states of
Illinois and Iowa and (ii) the execution and delivery of this Agreement and
each Indenture, the fulfillment of the terms herein and therein set forth
and the consummation of the transactions herein and therein contemplated
will not conflict with or constitute a breach of, or default under, the
charter or by-laws of the Company or any agreement, indenture or other
instrument known to such counsel of which the Company or any of its
subsidiaries is a party or by which it or any of them is bound, or any law,
administrative regulation or administrative or court order known to him
applicable to the Company.

(3) OPINION OF COUNSEL TO THE AGENTS. The opinion of Brown & Wood,
counsel to the Agents, covering the matters referred to in subsection
(a)(1) of this Section under the subheadings (i) to (viii), inclusive.

(4) DISCLOSURE OPINION. In giving their opinions required by
subsections (a)(1) and (a)(3) of this Section, Shearman & Sterling and
Brown & Wood shall each additionally state that such counsel has not
verified, and is not passing upon and does not assume any responsibility
for, the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus, other than those mentioned in
Section 5(a)(1)(v) and Section 5(a)(1)(xi) (in the case of Shearman &
Sterling only). Such counsel has, however, generally reviewed and discussed
such statements with certain officers and employees of the Company and with
its auditors. In the course of such review and discussion, no facts have
come to the attention of such counsel to lead them to believe that (A) the
Registration Statement (except for the financial statements and other
financial data included therein or omitted therefrom and the Statements of
Eligibility of the respective Trustees on Form T-1, as to which counsel has
not been requested to comment), at the time the Registration Statement or
any such amendment became effective or at the time an Annual Report on Form
10- K was filed (whichever is later), or at the date of any Terms
Agreement, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (B) the Prospectus (except for the
financial statements and other financial data included

<PAGE>

therein or omitted therefrom, as to which such counsel has not been
requested to comment), at the time the Prospectus was issued, at the time
any amendment or supplement to the Prospectus was issued or at the date
hereof, included or includes an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

(b) OFFICER'S CERTIFICATE. At the date hereof and at each Settlement Date
with respect to any Terms Agreement, there shall not have been, since the
respective dates as of which information is given in the Prospectus or since the
date of such Terms Agreement, any material adverse change in the financial
condition of the Company and its subsidiaries considered as one enterprise or in
the results of operations or business prospects of the Company and its
subsidiaries considered as one enterprise, not reflected in or contemplated by
the Prospectus, whether or not arising in the ordinary course of business; and
on the date hereof, the Agents shall have received a certificate of the
President, any Executive Vice President, Senior Vice President or Vice President
and the chief financial or chief accounting officer of the Company to the effect
that (i) there has been no such material adverse change, (ii) the
representations and warranties of the Company contained in Section 2 hereof are
true and correct with the same force and effect as though expressly made at and
as of the date of such certificate, (iii) the Company has performed or complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the date of such certificate, and (iv) that no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been initiated or threatened by the
SEC. For purposes of this Section 5(b) only, the term "Prospectus" shall mean
the Prospectus in the form first provided by the Company to the Agents for
delivery with confirmations of sales of Notes to or through such Agents.

(c) COMFORT LETTER. On the date hereof, the Agents shall have received a
letter from Deloitte & Touche, dated as of the date hereof and in form and
substance satisfactory to the Agents, to the effect that:

(i) they are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the 1933 Act and the
1933 Act Regulations;

(ii) in their opinion, the consolidated financial statements and
supporting schedule(s) of the Company and its subsidiaries examined by
them and included or incorporated by reference in the Registration
Statement comply as to form

<PAGE>

in all material respects with the applicable accounting requirements of the
1933 Act and the 1933 Act Regulations with respect to registration
statements on Form S-3 and the 1934 Act and the 1934 Act Regulations;

(iii) they have performed specified procedures, not constituting an
audit, including a reading of the latest available interim financial
statements of the Company and its indicated subsidiaries, a reading of the
minute books of the Company and such subsidiaries since the end of the most
recent fiscal year with respect to which an audit report has been issued,
inquiries of and discussions with certain officials of the Company and such
subsidiaries responsible for financial and accounting matters with respect
to the unaudited consolidated financial statements included in the
Registration Statement and Prospectus and the latest available interim
unaudited financial statements of the Company and its subsidiaries, and
such other inquiries and procedures as may be specified in such letter, and
on the basis of such inquiries and procedures nothing came to their
attention that caused them to believe that: (A) the unaudited consolidated
financial statements of the Company and its subsidiaries included in the
Registration Statement and Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the 1934
Act and the 1934 Act Regulations or were not fairly presented in conformity
with generally accepted accounting principles in the United States applied
on a basis substantially consistent with that of the audited financial
statements included therein, or (B) at a specified date not more than five
days prior to the date of such letter, there was any change in the
consolidated capital stock or any increase in consolidated long-term debt
of the Company and its subsidiaries or any decrease in the consolidated net
assets of the Company and its subsidiaries, in each case as compared with
the amounts shown on the most recent consolidated balance sheet of the
Company and its subsidiaries included in the Registration Statement and
Prospectus or, during the period from the date of such balance sheet to a
specified date not more than five days prior to the date of such letter,
there were any decreases, as compared with the corresponding period in the
preceding year, in consolidated revenues or net income of the Company and
its subsidiaries, except in each such case as set forth in or contemplated
by the Registration Statement and Prospectus or except for such exceptions
enumerated in such letter as shall have been agreed to by the Agents and
the Company; and

(iv) in addition to the examination referred to in their report
included or incorporated by reference in the

<PAGE>

Registration Statement and the Prospectus, and the limited procedures
referred to in clause (iii) above, they have carried out certain other
specified procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information which are included or
incorporated by reference in the Registration Statement and Prospectus and
which are specified by the Agents, and have found such amounts, percentages
and financial information to be in agreement with the relevant accounting,
financial and other records of the Company and its subsidiaries identified
in such letter.

(d) OTHER DOCUMENTS. On the date hereof and on each Settlement Date with
respect to any applicable Terms Agreement, counsel to the Agents shall have been
furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be satisfactory in form and substance to the
Agents and to counsel to the Agents.

If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement (or, at the option of the
applicable Agent, any applicable Terms Agreement) may be terminated by either
Agent as to itself, and any Terms Agreement may be terminated by the Agent party
thereto, by notice to the Company at any time and any such termination shall be
without liability of any party to any other party, except that the covenant
regarding provision of an earnings statement set forth in Section 4(g) hereof,
the provisions concerning payment of expenses under Section 10 hereof, the
indemnity and contribution agreement set forth in Sections 8 and 9 hereof, the
provisions concerning the representations, warranties and agreements to survive
delivery of Section 11 hereof and the provisions set forth under "Parties" of
Section 15 hereof shall remain in effect.

SECTION 6. DELIVERY OF AND PAYMENT FOR NOTES SOLD THROUGH THE AGENTS.

Delivery of Notes sold through an Agent as agent shall be made by the
Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for

18
<PAGE>

settlement, the applicable Agent shall promptly notify the Company and deliver
the Note to the Company, and, if such Agent has theretofore paid the Company for
such Note, the Company will promptly return such funds to such Agent. If such
failure occurred for any reason other than default by the applicable Agent in
the performance of its obligations hereunder, the Company will reimburse such
Agent on an equitable basis for its loss of the use of the funds for the period
such funds were credited to the Company's account.

SECTION 7. ADDITIONAL COVENANTS OF THE COMPANY.

The Company covenants and agrees with the Agents that:

(a) REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance by it
of an offer for the purchase of Notes, and each delivery of Notes to an Agent
pursuant to a Terms Agreement, shall be deemed to be an affirmation that the
representations and warranties of the Company contained in this Agreement and,
to the extent therein provided, in any certificate theretofore delivered to the
Agents pursuant hereto are true and correct at the time of such acceptance or
sale, as the case may be, and an undertaking that such representations and
warranties will be true and correct at the time of delivery to the purchaser or
his agent, or to the Agents, of the Note or Notes relating to such acceptance or
sale, as the case may be, as though made at and as of each such time (and it is
understood that such representations and warranties shall relate to the
Registration Statement and Prospectus as amended and supplemented to each such
time).

(b) SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that (1) the
Registration Statement or the Prospectus shall be amended or supplemented or
there is filed with the SEC any document incorporated by reference into the
Prospectus (other than (i) any amendment, supplement or document that is not
required to be made available by the Company to any Agent pursuant to Section
4(b), (ii) any Current Report on Form 8-K filed solely for the purpose of
incorporating an exhibit by reference into another document, and (iii) any
Quarterly Report on Form 10-Q relating exclusively to a presentation of periodic
financial information (including management's discussion and analysis), a true
and accurate summary of which has been previously filed in a Current Report on
Form 8-K, if a certificate described below was delivered in connection with the
filing on such Form 8-K) or (2) (if required pursuant to the terms of a Terms
Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement or
(3) the sale of Notes whose principal, premium, if any, and/or interest payments
are determined by reference to any index, formula or other method ("Indexed
Notes") shall be authorized by the

<PAGE>

Company, then the Company shall furnish or cause to be furnished to the Agents
forthwith a certificate dated the date of effectiveness of such amendment, the
date of filing with the SEC of such supplement or document, or the date of such
sale, as the case may be, in form and substance satisfactory to the Agents to
the effect that the statements contained in the certificate referred to in
Section 5(b) hereof which were last furnished to the Agents are true and correct
at the time of such amendment, supplement, filing or sale, as the case may be,
as though made at and as of such time (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in said Section 5(b), modified as
necessary to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such certificate; provided, however,
that in the event that the sale of Indexed Notes shall be authorized by the
Company, such certificate shall also include as an exhibit thereto a true and
correct specimen of the form of Indexed Notes being issued and shall cover such
other matters as the Agents may reasonably request.

(c) SUBSEQUENT DELIVERY OF LEGAL OPINIONS. Each time that (1) the
Registration Statement or the Prospectus shall be amended or supplemented (other
than (i) by an amendment or supplement relating solely to the interest rates,
interest payment dates or maturity dates of the Notes or similar information,
(ii) solely for the inclusion of additional financial information (including any
management's discussion and analysis), (iii) by an amendment made by the filing
of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in
the circumstances hereinafter described) and (iv) by an amendment or supplement
which is not required to be made available by the Company to any Agent pursuant
to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report
on Form 10-K and such Annual Report is incorporated by reference into the
Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the
Company sells Notes to an Agent pursuant to a Terms Agreement or (4) the sale of
Indexed Notes shall be authorized by the Company, the Company shall furnish or
cause to be furnished forthwith to the Agents and to counsel to the Agents the
written opinions of Shearman & Sterling, counsel to the Company, and the General
Counsel for the Company, or other counsel satisfactory to the Agents, dated the
date of effectiveness of such amendment, the date of filing with the SEC of such
supplement or document, or the date of such sale, as the case may be, in form
and substance satisfactory to the Agents, of the same tenor as the opinions
referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but
modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the

<PAGE>

time of delivery of such opinions or, in lieu of such opinions, counsel last
furnishing such opinions to the Agents shall each furnish the Agents with a
letter to the effect that the Agents may rely on such last opinion to the same
extent as though it was dated the date of such letter authorizing reliance
(except that statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such letter authorizing reliance); provided, however, that
in the event that the sale of Indexed Notes shall be authorized by the Company,
Shearman & Sterling, counsel for the Company, and Brown & Wood, counsel for the
Agents, or other counsel satisfactory to the Company and the Agents, shall
deliver their written opinions, dated the date of such sale, confirming the
exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and
covering such other matters as the Company and/or the Agents may reasonably
request. If one or more of the Agents reasonably determine that the information
included in a filing by the Company in a Quarterly Report filed on Form 10-Q or
a Current Report filed on Form 8-K is of such importance that a legal opinion
should be delivered to the Agents in conjunction therewith, such Agent or Agents
shall notify the Company promptly upon such determination. The Company will
thereupon deliver to the Agents an opinion of the General Counsel for the
Company as to matters set forth in Section 5(a)(2) and such portions of Section
5(a)(1) as the Agents may reasonably designate and to the further effect of the
opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to
relate to the Registration Statement and Prospectus as amended or supplemented
to the time of delivery of such opinion.

(d) SUBSEQUENT DELIVERY OF COMFORT LETTERS. Each time that (1) the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information or (2) there is filed with the SEC any
document incorporated by reference into the Prospectus which contains additional
financial information or (3) (if required pursuant to the terms of a Terms
Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement,
the Company shall cause Deloitte & Touche, or their successors, forthwith to
furnish the Agents a letter, dated the date of effectiveness of such amendment,
supplement or document with the SEC, or the date of such sale, as the case may
be, in form satisfactory to the Agents, of the same tenor as the portions of the
letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified
to relate to the Registration Statement and Prospectus, as amended and
supplemented to the date of such letter, and of the same general tenor as the
portions of the letter referred to in clauses (iii) and (iv) of said Section
5(c) with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Company; provided, however, that if the

<PAGE>

Registration Statement or the Prospectus is amended or supplemented solely to
include financial information as of and for a fiscal quarter, Deloitte & Touche,
or their successors, may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement unless any other
information included therein of an accounting, financial or statistical nature
is of such a nature that, in the reasonable judgment of the Agents, such letter
should cover such other information. For purposes of this Section 7(d), the
filing of a Current Report on Form 8-K for the exclusive purpose of presenting
interim periodic financial information pursuant to Section 4(e) will not, in and
of itself, give rise to an obligation to deliver a letter from Deloitte & Touche
or their successors pursuant to this Section 7(d).

SECTION 8. INDEMNIFICATION.

(a) INDEMNIFICATION OF THE AGENTS. The Company agrees to indemnify and
hold harmless the Agents and each person, if any, who controls an Agent within
the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever arising out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or any omission
or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a
material fact contained in a preliminary prospectus or the Prospectus or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by
or on behalf of any Agent expressly for use in the Registration Statement
or any such preliminary prospectus or the Prospectus, or was made in
reliance upon the Statements of Eligibility under the 1939 Act on Form T-1
of each Trustee under the applicable Indenture;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged

<PAGE>

untrue statement or omission, if such settlement is effected with the
written consent of the Company; and

(iii) against any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under (i) or (ii) above.

This indemnity agreement is subject to the condition that, insofar as it
relates to any preliminary prospectus, it shall not inure to the benefit of any
Agent from whom the person asserting any loss, liability, claim or damage
purchased the Notes which are the subject thereof (or to the benefit of any
person who controls such Agent) if such Agent failed to send or give a copy of
the Prospectus (excluding documents incorporated by reference) to such person
prior to or together with the written confirmation of the sale of such Notes to
such person. In no case shall the Company be liable under this indemnity
agreement with respect to any claim made against any Agent or any such
controlling person unless the Company shall be notified in writing of the nature
of the claim within a reasonable time after the assertion thereof, but failure
so to notify the Company shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. The Company shall be
entitled to participate at its own expense in the defense, or if it so elects
within a reasonable time after receipt of such notice, to assume the defense for
any suit brought to enforce any such claim, but if the Company elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Agent or Agents or controlling person or persons, defendant
or defendants in any suit so brought. In the event that the Company elects to
assume the defense of any such suit and retains such counsel, the Agent or
Agents or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel thereafter retained
by them. In the event that the parties of any such action (including impleaded
parties) include both the Company and one or more Agents and any such Agent
shall have been advised by counsel chosen by it and satisfactory to the Company
that there may be one or more legal defenses available to it which are different
from or additional to those available to the Company, the Company shall not have
the right to assume the defense of such action on behalf of such Agent and will
reimburse such Agent and any person controlling such Agent as aforesaid for the
reasonable fees and expenses of any counsel retained by them, it being
understood that the Company shall not, in connection with any one action or

<PAGE>

separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for all such Agents and
controlling persons, which firm shall be designated in writing by the Agents.
The Company agrees to notify the Agents within a reasonable time of the
assertion of any claim against it, any of its officers or directors or any
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act, in connection with the sale of the Notes.

(b) Each Agent severally agrees that it will indemnify and hold harmless
the Company and each of its officers who signs the Registration Statement and
each of its directors and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act to the same extent as the foregoing
indemnity from the Company, but free of the condition set forth in the first
sentence of the second paragraph of Section 8(a) and only with respect to
statements or omissions made in a preliminary prospectus, the Prospectus, or the
Registration Statement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Agent expressly for
use in the Registration Statement or in any such preliminary prospectus or the
Prospectus. In case any action shall be brought against the Company or any
person so indemnified based on the Registration Statement or such preliminary
prospectus or the Prospectus and in respect of which indemnity may be sought
against any Agent, such Agent shall have the rights and duties given to the
Company, and the Company and each person so indemnified shall have the rights
and duties given to the Agents, by the provisions of subsection (a) of this
Section.

SECTION 9. CONTRIBUTION.

If the indemnification provisions provided in Section 8 above should under
applicable law be unenforceable in respect of any losses, liabilities, claims,
damages or expenses (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, liabilities, claims, damages or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company and each of the Agents
from the offering of the Notes which are the subject of the action and also the
relative fault of the Company and each of such Agents in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the
Company

<PAGE>

and each of the applicable Agents shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company and the total underwriting discounts and commissions received by
each of such Agents, in each case as set forth in the Prospectus, bear to the
aggregate public offering price of the Notes which are the subject of the
action. The relative fault shall be determined by reference to, among other
things, whether the indemnified party failed to give the notice required under
Section 8 above including the consequences of such failure, and whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or an Agent and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission of the Company
and such Agents. With respect to any Agent, such relative fault shall also be
determined by reference to the extent (if any) to which such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) with
respect to any preliminary prospectus supplement result from the fact that such
Agent sold Notes to a person to whom there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) if the company has previously
furnished, copies thereof to such Agent. The Company and the Agents agree that
it would not be just and equitable if contribution pursuant to this Section 9
were determined by per capita allocation (even if the Agents were treated as
one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 9. The amount paid or payable by an indemnified party as a result of
the losses, liabilities, claims, damages or expenses (or actions in respect
thereof) referred to above in this Section 9 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, no Agent shall be required to
contribute any amount in excess of the amount by which the total price at which
the Notes sold by the Company as a result of a solicitation made by such Agent
or purchased by such Agent pursuant to a Terms Agreement and distributed to the
public were offered to the public exceeds the amount of any damages which such
Agent has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11 of the 1933 Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Each Agent's obligation in this Section 9 to
contribute is several in proportion to the amount of gross proceeds received by
the company from the sale of Notes which are the

25
<PAGE>

subject of the action as a result of a solicitation made by such Agent or
purchased by such Agent pursuant to a Terms Agreement and not joint.

The obligations of the Company under this Section 9 shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Agent within
the meaning of the 1933 Act; and the obligations of the Agents under this
Section 9 shall be in addition to any liability which the respective Agents may
otherwise have and shall extend, upon the same terms and conditions, to each
officer who signs the Registration statement, to each director of the Company
and to each person, if any, who controls the Company within the meaning of the
1933 Act.

SECTION 10. PAYMENT OF EXPENSES.

The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:

(i) The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements
thereto;

(ii) The preparation, filing and reproduction of this Agreement;

(iii) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of Notes issued in
book-entry form;

(iv) The fees and disbursements of the Company's accountants and
counsel, of the Trustees and their respective counsel, and of any
calculation agent or exchange rate agent;

(v) The reasonable fees and disbursements of counsel to the Agents
incurred from time to time in connection with the transactions contemplated
hereby;

(vi) The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(h) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the Agents in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey;

(vii) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration

<PAGE>

Statement and any amendments thereto, and of the Prospectus and any
amendments or supplements thereto, and the delivery by the Agents of the
Prospectus and any amendments or supplements thereto in connection with
solicitations or confirmations of sales of the Notes;

(viii) The preparation, printing and delivery to the Agents of copies of
each Indenture and all supplements and amendments thereto;

(ix) Any fees charged by rating agencies for the rating of the Notes;

(x) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.; and

(xi) Any advertising and other out-of-pocket expenses of the Agents
incurred with the express consent of the Company.

SECTION 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company submitted pursuant hereto or
thereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of an Agent or any controlling person of an
Agent, or by or on behalf of the Company, and shall survive each delivery of and
payment for any of the Notes.

SECTION 12. TERMINATION.

(a) TERMINATION OF THIS AGREEMENT. This Agreement (excluding any Terms
Agreement) may be terminated for any reason at any time by either the Company,
as to any Agent, or by an Agent, as to itself, upon the giving of 30 days'
written notice of such termination to the other parties hereto.

(b) TERMINATION OF A TERMS AGREEMENT. The Agent party to a Terms Agreement
may terminate such Terms Agreement, immediately upon notice to the Company, at
any time prior to the Settlement Date relating thereto (i) if there has been,
since the date of such Terms Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
financial condition of the Company and its subsidiaries considered as one
enterprise, or in the results of

<PAGE>

operations or business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there shall have occurred any outbreak or escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the
United States or in the country or countries of origin of any foreign currency
or currencies in which the Notes are denominated, indexed or payable is such as
to make it, in the judgment of such Agent, impracticable to market the Notes or
enforce contracts for the sale of the Notes, or (iii) if trading in any
securities of the Company has been suspended by the SEC or a national securities
exchange, or if trading generally on either the American Stock Exchange or the
New York Stock Exchange shall have been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the SEC or any other
governmental authority, or if a banking moratorium shall have been declared by
either Federal or New York authorities or if a banking moratorium shall have
been declared by the relevant authorities in the country or countries of origin
of any foreign currency or currencies in which the Notes are denominated,
indexed or payable, or (iv) if the rating assigned by any nationally recognized
securities rating agency to any debt securities of the Company as of the date of
any applicable Terms Agreement shall have been lowered since that date or if any
such rating agency shall have publicly announced that it has placed any debt
securities of the Company on what is commonly termed a "watch list" for possible
downgrading, or (v) if there shall have come to such Agent's attention any facts
that would cause it to believe that the Prospectus, at the time it was required
to be delivered to a purchaser of Notes, included an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing at the time of such
delivery, not misleading. For the purposes of this Section 12(b) only, the term
"Prospectus" shall mean the Prospectus in the form first provided by the Company
to the Agents for delivery with confirmations of sales of Notes to or through
such Agents.

(c) GENERAL. In the event of any such termination, neither party will have
any liability to the other party hereto, except that (i) each Agent shall be
entitled to any commission with respect to Notes sold by the Company as a result
of a solicitation made by such Agent and earned in accordance with the third
paragraph of Section 3(a) hereof, (ii) if at the time of termination (a) an
Agent shall own any Notes purchased pursuant to a Terms Agreement with the
intention of reselling them or (b) an offer to purchase any of the Notes has
been accepted by the Company but the time of delivery to the purchaser or his
agent of the Note or Notes relating thereto has not occurred, the

<PAGE>

covenants set forth in Sections 4 and 7 hereof shall remain in effect until
such Notes are so resold or delivered, as the case may be, and (iii) the
covenant set forth in Section 4(g) hereof, the provisions of Section 5
hereof, the indemnity and contribution agreements set forth in Sections 8
and 9 hereof, and the provisions of sections 11 and 15 hereof shall remain in
effect.

SECTION 13. NOTICES.

Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by registered
mail or by telex, telecopier or telegram, and any such notice shall be effective
when received at the address specified below.

If to the Company:

Deere & Company
John Deere Road
Moline, Illinois 61265
Attention: Treasurer
Telecopier: (309) 765-5021

If to Merrill Lynch, Pierce, Fenner & Smith Incorporated:

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower - 10th Floor
World Financial Center
New York, New York 10281-1310
Attention: MTN Product Management
Telecopier: (212) 449-2234

If to Goldman, Sachs & Co.:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Credit Department
Telecopier: (212) 358-8680

, or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.

<PAGE>
SECTION 14. GOVERNING LAW.

This Agreement and all the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State. Any suit,
action or proceeding brought by the Company against an Agent in connection with
or arising under this Agreement shall be brought solely in the state or federal
court of appropriate jurisdiction located in the Borough of Manhattan, The City
of New York.

SECTION 15. PARTIES.

This Agreement shall inure to the benefit of and be binding upon the Agents
and the Company and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in Sections 8 and
9 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and respective
successors and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Notes shall be deemed to be a successor by reason
merely of such purchase.

<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Agents and the Company in accordance with its terms.

Very truly yours,

DEERE & COMPANY

By:
------------------------------------
Name: Nate J. Jones
Title: Treasurer

CONFIRMED AND ACCEPTED, as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:
-------------------------------------

- ----------------------------------------
(Goldman, Sachs & Co.)

<PAGE>

EXHIBIT A

As compensation for the services of an Agent hereunder, the Company shall
pay such Agent (on a discount basis, or by other means) a commission for the
sale by such Agent of a Senior Note equal to the price to the public of such
Senior Note multiplied by the appropriate percentage set forth below:

PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT

From 9 months but less than 1 year . . . . . . . . . . . . . .125%

From 1 year but less than 18 months. . . . . . . . . . . . . .150%

From 18 months but less than 2 years . . . . . . . . . . . . .200%

From 2 years but less than 3 years . . . . . . . . . . . . . .250%

From 3 years but less than 4 years . . . . . . . . . . . . . .350%

From 4 years but less than 5 years . . . . . . . . . . . . . .450%

From 5 years but less than 6 years . . . . . . . . . . . . . .500%

From 6 years but less than 7 years . . . . . . . . . . . . . .550%

From 7 years but less than 10 years. . . . . . . . . . . . . .600%

From 10 years to less than 15 years. . . . . . . . . . . . . .625%

From 15 years to less than 20 years. . . . . . . . . . . . . .650%

From 20 years to 30 years. . . . . . . . . . . . . . . . . . .675%

The above Schedule shall also apply to commissions paid in connection with
sales of Subordinated Notes unless otherwise agreed to by the Company and all of
the Agents.

Unless otherwise specified in the applicable Terms Agreement, the discount
payable to an Agent shall be determined on the basis of the commission schedule
set forth above.

<PAGE>

EXHIBIT B

The following terms, if applicable, shall be agreed to by an Agent and the
Company pursuant to each Terms Agreement:

Principal Amount: $_________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:

If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread, Spread Multiplier, or Other Formula, if any:
Interest Reset Date(s):
Interest Payment Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Reset Period:
Interest Payment Date:
Calculation Agents:

Redemption provisions, if any:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Repayment provisions, if any:
Optional Repayment Dates(s):
Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than U.S. dollars):
Currency of Payment:
Indexed Currency, if any:
Base Exchange Rate, if any:
Additional Terms:

Also, agreement as to whether the following will be required:

Officer's Certificate pursuant to Section 7(b)
of the Distribution Agreement.
Legal opinion pursuant to Section 7(c) of the
Distribution Agreement.
Comfort Letter pursuant to Section 7(d) of the
Distribution Agreement.
Stand-off Agreement pursuant to Section 4(j) of the
Distribution Agreement.

<PAGE>
EXHIBIT 4.1
10720/NYL4
[MTN]

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

DEERE & COMPANY

THE CHASE MANHATTAN BANK
(National Association),
Trustee

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

Indenture

Dated as of __________, 199__

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

Providing for the Issuance

Senior Debt Securities

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

<PAGE>

DEERE & COMPANY
Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of _____________, 199__

TRUST INDENTURE INDENTURE
ACT SECTION SECTION

SECTION 310(a)(1) 607(a)
(a)(2) 607(a)
(b) 607(b), 608
SECTION 312(c) 701
SECTION 314(a) 703
(a)(4) 1005
(c)(1) 102
(c)(2) 102
(e) 102
SECTION 315(b) 601
SECTION 316(a) (last sentence) 101 ("Outstanding")
(a)(1)(A) 502, 512
(a)(1)(B) 513
(b) 508
SECTION 317(a)(1) 503
(a)(2) 504
SECTION 318(a) 111
(c) 111

____________________

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

<PAGE>

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 102. Compliance Certificates and Opinions.. . . . . . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee.. . . . . . . . . . . . 11
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 105. Notices, etc., to Trustee and Company. . . . . . . . . . . . . 13
SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . 14
SECTION 107. Effect of Headings and Table of Contents.. . . . . . . . . . . 15
SECTION 108. Successors and Assigns.. . . . . . . . . . . . . . . . . . . . 15
SECTION 109. Separability Clause. . . . . . . . . . . . . . . . . . . . . . 15
SECTION 110. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 15
SECTION 111. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 112. Legal Holidays.. . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities. . . . . . . . . . . . . . . . . . . . . . 16
SECTION 202. Form of Trustee's Certificate of Authentication. . . . . . . . 16
SECTION 203. Securities Issuable in Global Form . . . . . . . . . . . . . . 17

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.. . . . . . . . . . . . . 18
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 303. Execution, Authentication, Delivery and Dating.. . . . . . . . 22
SECTION 304. Temporary Securities.. . . . . . . . . . . . . . . . . . . . . 24
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . 27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.. . . . . . . 30
SECTION 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset. . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 308. Optional Extension of Maturity.. . . . . . . . . . . . . . . . 34
SECTION 309. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . 35
SECTION 310. Cancellation.. . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 311. Computation of Interest. . . . . . . . . . . . . . . . . . . . 36
SECTION 312. Currency and Manner of Payments in Respect of Securities.. . . 36

<PAGE>

SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent.. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 314. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . . . . 41
SECTION 402. Application of Trust Funds.. . . . . . . . . . . . . . . . . . 42

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 502. Acceleration of Maturity; Rescission and Annulment.. . . . . . 44
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.. . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 504. Trustee May File Proofs of Claim.. . . . . . . . . . . . . . . 46
SECTION 505. Trustee May Enforce Claims Without Possession of Securities
or Coupons. . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 506. Application of Money Collected.. . . . . . . . . . . . . . . . 47
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 47
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . . . . . . . . 48
SECTION 509. Restoration of Rights and Remedies.. . . . . . . . . . . . . . 48
SECTION 510. Rights and Remedies Cumulative.. . . . . . . . . . . . . . . . 49
SECTION 511. Delay or Omission Not Waiver.. . . . . . . . . . . . . . . . . 49
SECTION 512. Control by Holders of Securities.. . . . . . . . . . . . . . . 49
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 49
SECTION 514. Waiver of Stay or Extension Laws.. . . . . . . . . . . . . . . 50

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults.. . . . . . . . . . . . . . . . . . . . . . 50
SECTION 602. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 50
SECTION 603. Not Responsible for Recitals or Issuance of Securities.. . . . 52
SECTION 604. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . 52
SECTION 605. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . 52
SECTION 606. Compensation and Reimbursement.. . . . . . . . . . . . . . . . 52
SECTION 607. Corporate Trustee Required; Eligibility. . . . . . . . . . . . 53

<PAGE>

iii

SECTION 608. Resignation and Removal; Appointment of Successor. . . . . . . 53
SECTION 609. Acceptance of Appointment by Successor.. . . . . . . . . . . . 55
SECTION 610. Merger, Conversion, Consolidation or Succession to
Business. . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 611. Appointment of Authenticating Agent. . . . . . . . . . . . . . 56

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.. . . . . . . . . 58
SECTION 702. Reports by Trustee.. . . . . . . . . . . . . . . . . . . . . . 58
SECTION 703. Reports by Company.. . . . . . . . . . . . . . . . . . . . . . 59
SECTION 704. Calculation of Original Issue Discount . . . . . . . . . . . . 59

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. Company May Consolidate, etc., Only on Certain Terms.. . . . . 59
SECTION 802. Successor Person Substituted.. . . . . . . . . . . . . . . . . 60

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.. . . . . . 60
SECTION 902. Supplemental Indentures with Consent of Holders. . . . . . . . 62
SECTION 903. Execution of Supplemental Indentures.. . . . . . . . . . . . . 63
SECTION 904. Effect of Supplemental Indentures. . . . . . . . . . . . . . . 63
SECTION 905. Conformity with Trust Indenture Act. . . . . . . . . . . . . . 64
SECTION 906. Reference in Securities to Supplemental Indentures.. . . . . . 64

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest. . . . . . . . . . 64
SECTION 1002. Maintenance of Office or Agency.. . . . . . . . . . . . . . . 64
SECTION 1003. Money for Securities Payments to Be Held in Trust.. . . . . . 66
SECTION 1004. Additional Amounts. . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1005. Statement as to Compliance. . . . . . . . . . . . . . . . . . 68
SECTION 1006. Limitation on Liens.. . . . . . . . . . . . . . . . . . . . . 68
SECTION 1007. Limitation on Sale and Lease-back Transactions. . . . . . . . 73

<PAGE>

SECTION 1008. Waiver of Certain Covenants.. . . . . . . . . . . . . . . . . 73

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. . . . . . . . . . . . . . . . . . . 74
SECTION 1102. Election to Redeem; Notice to Trustee.. . . . . . . . . . . . 74
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.. . . . . . 74
SECTION 1104. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . 75
SECTION 1105. Deposit of Redemption Price.. . . . . . . . . . . . . . . . . 76
SECTION 1106. Securities Payable on Redemption Date.. . . . . . . . . . . . 76
SECTION 1107. Securities Redeemed in Part.. . . . . . . . . . . . . . . . . 77

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. . . . . . . . . . . . . . . . . . . 78
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.. . . . 78
SECTION 1203. Redemption of Securities for Sinking Fund.. . . . . . . . . . 78

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. . . . . . . . . . . . . . . . . . . 79
SECTION 1302. Repayment of Securities.. . . . . . . . . . . . . . . . . . . 79
SECTION 1303. Exercise of Option. . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1304. When Securities Presented for Repayment Become Due and
Payable . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1305. Securities Repaid in Part . . . . . . . . . . . . . . . . . . 81

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance . . . . . . . . . . . . . 81
SECTION 1402. Defeasance and Discharge. . . . . . . . . . . . . . . . . . . 81
SECTION 1403. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . 82
SECTION 1404. Conditions to Defeasance or Covenant Defeasance . . . . . . . 82
SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.. . . . . . . . . . . 84

<PAGE>

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called.. . . . . . . . . . 85
SECTION 1502. Call, Notice and Place of Meetings. . . . . . . . . . . . . . 85
SECTION 1503. Persons Entitled to Vote at Meetings. . . . . . . . . . . . . 86
SECTION 1504. Quorum; Action. . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment
of Meetings.. . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 1506. Counting Votes and Recording Action of Meetings.. . . . . . . 88

EXHIBIT A

EXHIBIT A-1

EXHIBIT A-2

<PAGE>

INDENTURE, dated as of _______, 199_, between DEERE & COMPANY, a
Delaware corporation (hereinafter called the "Company"), having its principal
office at John Deere Road, Moline, Illinois 61265 and THE CHASE MANHATTAN BANK
(National Association), a national banking association organized and existing
under the laws of the United States of America, as Trustee (hereinafter called
the "Trustee"), having its Corporate Trust Office at 4 Chase MetroTech Center,
Brooklyn, New York 11245.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes senior debt securities (hereinafter called the "Securities")
evidencing its unsecured and unsubordinated indebtedness, which may or may not
be convertible into or exchangeable for any securities of any Person (including
the Company), and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to bear such rates of interest, to mature at
such times and to have such other provisions as shall be fixed as hereinafter
provided.

This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms "cash transaction" and
"self-liquidating paper", as used in TIA

<PAGE>

Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles; and

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

Certain terms, used principally in Article Three, Article Five,
Article Six and Article Ten, are defined in those Articles.

"ACT", when used with respect to any Holder, has the meaning
specified in Section 104.

"ADDITIONAL AMOUNTS" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

"AUTHENTICATING AGENT" means any authenticating agent appointed by
the Trustee pursuant to Section 611.

"AUTHORIZED NEWSPAPER" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

"BEARER SECURITY" means any Security established pursuant to
Section 201 which is payable to bearer.

<PAGE>

"BOARD OF DIRECTORS" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

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

"BUSINESS DAY", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment or particular
location are authorized or obligated by law or executive order to close.

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or
its successor.

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

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

"COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller or an Assistant Comptroller, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

"CONVERSION DATE" has the meaning specified in Section 312(d).

"CONVERSION EVENT" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the ECU both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities or (iii) any currency
unit (or composite currency) other than the ECU for the purposes for which it
was established.

<PAGE>

"CORPORATE TRUST OFFICE" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 4 Chase MetroTech
Center, Brooklyn, New York 11245.

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

"COUPON" means any interest coupon appertaining to a Bearer Security.

"CURRENCY" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the ECU, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

"DEFAULT" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 307.

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

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

"ELECTION DATE" has the meaning specified in Section 312(h).

"EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

"EUROPEAN COMMUNITIES" means the European Union, the European Coal
and Steel Community and the European Atomic Energy Community.

"EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

"EVENT OF DEFAULT" has the meaning specified in Article Five.

"EXCHANGE RATE AGENT", with respect to Securities of or within any
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

<PAGE>

"EXCHANGE RATE OFFICER'S CERTIFICATE" means a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant currency or currency unit), payable with respect to
a Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

"FOREIGN CURRENCY" means any Currency, including, without limitation,
the ECU issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such
governments.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable,
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 or such government which
issued the Foreign Currency in which the Securities of such series are payable,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, 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 or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; PROVIDED that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

"HOLDER" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

"INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated

<PAGE>

by Section 301, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.

"INDEXED SECURITY" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

"INTEREST", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1004,
includes such Additional Amounts.

"INTEREST PAYMENT DATE", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

"MARKET EXCHANGE RATE" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such

<PAGE>

currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

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

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman,
the President or any Vice President and by the Treasurer, an Assistant
Treasurer, the Comptroller or an Assistant Comptroller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

(iii) Securities, except to the extent provided in Sections 1402 and
1403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen; and

(iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been

<PAGE>

presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of (or premium, if any) or interest, if any, on any Securities or
coupons on behalf of the Company.

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

"PLACE OF PAYMENT", when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest, if

<PAGE>

any, on such Securities are payable as specified and as contemplated by
Sections 301 and 1002.

"PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

"REDEMPTION DATE", when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

"REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"REGISTERED SECURITY" shall mean any Security which is registered in
the Security Register.

"REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

"REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

"REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

"RESPONSIBLE OFFICER", when used with respect to the Trustee, means
any officer of the Trustee assigned by the Trustee to administer its corporate
trust matters.

"SECURITY" or "SECURITIES" has the meaning stated in the first
recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; PROVIDED, HOWEVER,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

<PAGE>

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

"STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

"SUBSIDIARY" means any corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company. For the purposes of this definition,
"voting stock" means stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

"TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
PROVIDED, HOWEVER, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

"UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

"UNITED STATES PERSON" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

"VALUATION DATE" has the meaning specified in Section 312(c).

"YIELD TO MATURITY" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on

<PAGE>

such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion as to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

<PAGE>

opinion of, or representations by, an officer or officers of the Company stating
that the information as to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations as to such matters are
erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.

(b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in any
manner that the Trustee deems reasonably sufficient.

<PAGE>

such facts may be proved by the certificate or affidavit of the Person holding
such Bearer Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The ownership
of Bearer Securities may also be proved in any other manner that the Trustee
deems sufficient.

(e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
PROVIDED that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the

<PAGE>

Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration Division, or

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

SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

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

<PAGE>

other Holders of Bearer Securities or the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

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

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

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

SECTION 109. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

SECTION 110. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111. GOVERNING LAW. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the law of the
State of New York without regard to principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

<PAGE>

need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date, Redemption Date, Repayment Date
or sinking fund payment date, or at the Stated Maturity or Maturity; PROVIDED
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

ARTICLE TWO

SECURITIES FORMS

SECTION 201. FORMS OF SECURITIES. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

<PAGE>

THE CHASE MANHATTAN BANK
(National Association),

as Trustee

By___________________________
Authorized Officer

SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of
or within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, 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 therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

<PAGE>

registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form,
Euroclear or CEDEL.

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities shall rank equally and pari passu and may be issued in
one or more series. There shall be established in one or more Board Resolutions
or pursuant to authority granted by one or more Board Resolutions and, subject
to Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

(2) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

(3) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of the Securities of
the series shall be payable;

(4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest will be payable and the Regular Record
Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be
determined, and the basis upon which such interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;

(5) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and

<PAGE>

interest, if any, on Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange, where
Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, and where notices or
demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;

(6) the period or periods within which, the price or prices at
which, the Currency or Currencies in which, and other 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 the option;

(7) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods
within which or the date or dates on which, the price or prices at which,
the Currency or Currencies in which, and other terms and conditions upon
which Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any integral multiple
thereof, the denomination or denominations in which any Registered
Securities of the series shall be issuable and, if other than denominations
of $5,000, the denomination or denominations in which any Bearer Securities
of the series shall be issuable;

(9) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;

(10) if other than the 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 502
or the method by which such portion shall be determined;

(11) if other than Dollars, the Currency or Currencies in which
payment of the principal of (or premium, if any) or interest, if any, on
the Securities of the series shall be made or in which the Securities of
the series shall be denominated and the particular provisions applicable
thereto in accordance with, in addition to or in lieu of any of the
provisions of Section 312;

(12) whether the amount of payments of principal of (or premium, if
any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula
or method may be based, without limitation, on one or more Currencies,
commodities, equity indices or other indices), and the manner in which such
amounts shall be determined;

<PAGE>

(13) whether the principal of (or premium, if any) or interest, if
any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in one or more Currencies other than that
in which such Securities are denominated or stated to be payable, the
period or periods within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and the time and
manner of determining the exchange rate between the Currency or Currencies
in which such Securities are denominated or stated to be payable and the
Currency or Currencies in which such Securities are to be paid, in each
case in accordance with, in addition to or in lieu of any of the provisions
of Section 312;

(14) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be
specified;

(15) any deletions from, modifications of or additions to the Events
of Default or covenants (including any deletions from, modifications of or
additions to any of the provisions of Section 1008) of the Company with
respect to Securities of the series, whether or not such Events of Default
or covenants are consistent with the Events of Default or covenants set
forth herein;

(16) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both,
any restrictions applicable to the offer, sale or delivery of Bearer
Securities and the terms upon which Bearer Securities of the series may be
exchanged for Registered Securities of the series and vice versa (if
permitted by applicable laws and regulations), 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 with or without coupons and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such interests
for Securities of such series in certificated form 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 305,
and, if Registered Securities of the series are to be issuable as a global
Security, the identity of the depository for such series;

(17) the date as of which any Bearer Securities of the series and
any temporary global Security representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of the
first Security of the series to be issued;

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

<PAGE>

an Interest Payment Date will be paid if other than in the manner provided
in Section 304;

(19) the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Article Fourteen;

(20) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then
the form and/or terms of such certificates, documents or conditions;

(21) whether, under what circumstances and the Currency in which,
the Company will pay Additional Amounts as contemplated by Section 1004 on
the Securities of the series to any Holder who is not a United States
person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether
the Company will have the option to redeem such Securities rather than pay
such Additional Amounts (and the terms of any such option);

(22) the designation of the initial Exchange Rate Agent, if any;

(23) if the Securities of the series are to be convertible into or
exchangeable for any securities of any Person (including the Company), the
terms and conditions upon which such Securities will be so convertible or
exchangeable; and

(24) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture or the requirements of
the Trust Indenture Act).

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) 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
Securities of such series.

<PAGE>

SECTION 302. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified and as contemplated by
Section 301. With respect to Securities of any series denominated in Dollars,
in the absence of any such provisions with respect to the Securities of any
series, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination) shall be
issuable in denominations of $1,000 and any integral multiple thereof, and the
Bearer Securities of such series, other than Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon, and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities and coupons may be manual or facsimile signatures of the present or
any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities.

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

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and PROVIDED FURTHER
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then

<PAGE>

matured have been detached and cancelled. If all the Securities of any series
are not to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining the terms of particular Securities of such series, such as
interest rate, maturity date, date of issuance and date from which interest
shall accrue. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating,

(a) that the form or forms of such Securities and any coupons
have been established in conformity with the provisions of this
Indenture;

(b) that the terms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;
and

(c) that such Securities, together with any coupons
appertaining thereto, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued
by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights, to general equitable
principles and to such other qualifications as such counsel shall
conclude do not materially affect the rights of Holders of such
Securities and any coupons; and

(ii) an Officers' Certificate stating, to the best of the knowledge
of the signers of such certificate, that no Event of Default with respect
to any of the Securities shall have occurred and be continuing.

Notwithstanding the provisions of Section 301 and of this
Section 303, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

<PAGE>

If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee. Notwithstanding
the generality of the foregoing, the Trustee will not be required to
authenticate Securities denominated in a Foreign Currency if the Trustee
reasonably believes that it would be unable to perform its duties with respect
to such Securities.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 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.

SECTION 304. TEMPORARY SECURITIES. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

<PAGE>

Securities of any series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations; PROVIDED, HOWEVER, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and PROVIDED FURTHER that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

(b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Securities
shall be delivered in

<PAGE>

exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.

Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary global Security on such Interest Payment Date and who have
each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until

<PAGE>

such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
CEDEL and not paid as herein provided shall be returned to the Trustee prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency of the Company in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. The
Trustee, at its Corporate Trust Office, is hereby initially appointed "Security
Registrar" for the purpose of registering Registered Securities and transfers of
Registered Securities on such Security Register as herein provided. In the
event that the Trustee shall cease to be Security Registrar, it shall have the
right to examine the Security Register at all reasonable times.

Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.

At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

<PAGE>

coupons in default, any such permitted exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

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

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
<PAGE>

such permanent global Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and PROVIDED FURTHER that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

<PAGE>

publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, PROVIDED that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security or a Security with a mutilated coupon appertaining to it
is surrendered to the Trustee or the Company, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

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

Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; PROVIDED, HOWEVER, that payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

<PAGE>

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

Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED;
OPTIONAL INTEREST RESET. (a) Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 301, interest,
if any, on any Registered Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant to
Section 1002; PROVIDED, HOWEVER, that each installment of interest, if any, on
any Registered Security may at the Company's option be paid by (i) mailing a
check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 309, to the address of such Person as it
appears on the Security Register or (ii) transfer to an account maintained by
the payee inside the United States.

Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest, if any, may be made, in
the case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and CEDEL with respect
to that portion of such permanent global Security held for its account by the
Common Depositary, for the purpose of permitting each of Euroclear and CEDEL to
credit the interest, if any, received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.

<PAGE>

In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment (which shall not be less than 20 days after such notice is
received by the Trustee), and at the same time the Company shall deposit
with the Trustee an amount of money in the Currency in which the Securities
of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) 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 on or prior
to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of
such series at his address as it appears in the Security Register not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of

<PAGE>

business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the
close of business at such office or agency on any Special Record Date and
before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such proposed date of payment
and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

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

(b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

<PAGE>

interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security. Such notice shall be irrevocable. All Securities with
respect to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset Date,
and with respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article
Thirteen for repayment at the option of Holders except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that, if the Holder has
tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the
close of business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. OPTIONAL EXTENSION OF MATURITY. The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the election of
the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the interest rate, if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

<PAGE>

Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on
the Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

SECTION 309. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

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

<PAGE>

Notwithstanding the foregoing, with respect to any global Security,
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 any depositary, as a Holder, with respect to
such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

SECTION 310. CANCELLATION. All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. Cancelled Securities and coupons held by
the Trustee shall be destroyed by the Trustee and the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

SECTION 311. COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 301 with respect to Securities of any series,
interest, if any, on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

SECTION 312. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
SECURITIES. (a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

<PAGE>

(b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to
Section 301, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such Currency, such election will remain in effect
for such Holder or any transferee of such Holder until changed by such Holder or
such transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee of such series of
Registered Securities not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee for each such
series of Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

(c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange

<PAGE>

Rate in effect on the second Business Day (the "Valuation Date") immediately
preceding each payment date, and such determination shall be conclusive and
binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any on the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

(f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

(g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section 312, the following terms shall
have the following meanings:

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

<PAGE>

A "SPECIFIED AMOUNT" of a Component Currency shall mean the number of
units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited
to, the ECU, on the Conversion Date. If after the Conversion Date
the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component
Currency shall be divided or multiplied in the same proportion. If
after the Conversion Date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts
of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts
of such consolidated Component Currencies expressed in such single
currency, and such amount shall thereafter be a Specified Amount and
such single currency shall thereafter be a Component Currency. If
after the Conversion Date any Component Currency shall be divided
into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by amounts of such two or more currencies,
having an aggregate Dollar Equivalent value at the Market Exchange
Rate on the date of such replacement equal to the Dollar Equivalent
of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division, and such
amounts shall thereafter be Specified Amounts and such currencies
shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, including, but not limited to,
the ECU, a Conversion Event (other than any event referred to above
in this definition of "Specified Amount") occurs with respect to any
Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar Equivalent of
the Currency Unit, be converted into Dollars at the Market Exchange
Rate in effect on the Conversion Date of such Component Currency.

"ELECTION DATE" shall mean the Regular Record Date for the applicable
series of Registered Securities or at least 16 days prior to
Maturity, as the case may be, or such other prior date for any series
of Registered Securities as specified pursuant to clause 13 of
Section 301 by which the written election referred to in
Section 312(b) may be made.

All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the appropriate series of Securities and all Holders of
such Securities denominated or payable in the relevant Currency. The Exchange
Rate Agent shall promptly give written notice to the Company and the Trustee for
the appropriate series of Securities of any such decision or determination.

<PAGE>

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

SECTION 313. APPOINTMENT AND RESIGNATION OF SUCCESSOR EXCHANGE RATE
AGENT. (a) Unless otherwise specified pursuant to Section 301, if and so long
as the Securities of any series (i) are denominated in a Foreign Currency or
(ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

(b) No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

<PAGE>

Rate Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed with
respect to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 301, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially
denominated and/or payable in the same Currency).

SECTION 314. CUSIP NUMBERS. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall indicate the "CUSIP" numbers of the Securities in notices of redemption as
a convenience to Holders; PROVIDED that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1004), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

(1) either

(A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or
discharged from such trust,

<PAGE>

as provided in Section 1003) have been delivered to the Trustee for
cancellation; or

(B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto 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) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of
the Company,

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

<PAGE>

Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest, if any, for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT. "Event of Default", wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series when it becomes due and payable at its
Maturity; or

(3) default in the deposit of any sinking fund payment, when and as
due by the terms of any Security of that series; or

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

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

(A) commences a voluntary case,

<PAGE>

(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; or

(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

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

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

and the order or decree remains unstayed and in effect for 90 days; or

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

The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or
State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately
due and payable.

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

<PAGE>

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)):

(A) all overdue installments of interest, if any, on all
Outstanding Securities of that series and any related coupons,

(B) the principal of (and premium, if any, on) all Outstanding
Securities of that series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate or
rates borne by or provided for in such Securities,

(C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates
borne by or provided for in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of (or premium, if any)
or interest on Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

(1) default is made in the payment of any installment of interest
on any Security of any series and any related coupon when such interest
becomes due and payable and such default continues for a period of 30 days,
or

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

<PAGE>

the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of principal
(or, in the case of Original Issue Discount Securities or Indexed
Securities, the portion of the principal as may be provided for in the
terms thereof) (and premium, if any) and interest, if any, owing and unpaid
in respect of the Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and

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

<PAGE>

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 and any predecessor Trustee,
their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;

SECOND: To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium, if any) and interest, if
any, 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 aggregate amounts due and payable on such Securities and coupons for
principal (and premium, if any) and interest, if any, respectively; and

THIRD: To the payment of the remainder, if any, to the Company or
any other Person or Persons entitled thereto.

SECTION 507. LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or

<PAGE>

otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that
series;

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture,
the Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former

<PAGE>

positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, PROVIDED
that

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

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

(3) the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting.

SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

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

<PAGE>

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

Upon any such waiver, such default shall cease to exist, 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 Event of Default or impair any right consequent thereon.

SECTION 514. WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; PROVIDED, HOWEVER, that,
except in the case of a Default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series, or in the payment
of any sinking or purchase fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and PROVIDED FURTHER that in the case of
any Default or breach of the character specified in Section 501(4) with respect
to the Securities and coupons of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof.

SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions
of TIA Section 315(a) through 315(d):

(1) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report,

<PAGE>

notice, request, direction, consent, order, bond, debenture, note, coupon
or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.

(2) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 303
which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution.

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

(4) The Trustee may consult with counsel and the 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.

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

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

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

<PAGE>

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

The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 604. MAY HOLD SECURITIES. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder 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
money received by it hereunder except as otherwise agreed with the Company.

SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

(1) To pay to the Trustee from time to time such compensation for
all services rendered by it hereunder as has been agreed upon in writing
(which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust).

<PAGE>

provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence
or bad faith.

(3) To indemnify each of the Trustee and any predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its own part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

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

SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, State, Territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

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

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of
TIA Section 310(b) after written request therefor by the Company or
by any Holder

<PAGE>

of a Security who has been a bona fide Holder of a Security for at
least six months, or

(2) the Trustee shall cease to be eligible under
Section 607(a) and shall fail to resign after written request
therefor by the Company or by any Holder of a Security who has been a
bona fide Holder of a Security for at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

(e) If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

<PAGE>

himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
Securities of such series.

(g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee 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 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, subject nevertheless to its claim, if any, provided for in
Section 606.

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

<PAGE>

respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all 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. In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

<PAGE>

Each Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $1,500,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of

<PAGE>

the Trustee's certificate of authentication, an alternate certificate of
authentication substantially in the following form:

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

THE CHASE MANHATTAN BANK
(National Association),
as Trustee

By_________________________
as Authenticating Agent

By_________________________
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
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 TIA Section 312(b).

SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of
each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as
of such May 15 if required by TIA Section 313(a).

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

<PAGE>

SECTION 703. REPORTS BY COMPANY. The Company will:

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

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

(3) transmit by mail to the Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

SECTION 704. CALCULATION OF ORIGINAL ISSUE DISCOUNT. Upon request
of the Trustee, the Company shall file with the Trustee promptly at the end of
such calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
Outstanding Securities as of the end of such year.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate with or merge with or into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

(1) either the Company shall be the continuing corporation, or the
corporation (if other than the Company) formed by such consolidation or
into which

<PAGE>

the Company is merged or the Person which acquires by conveyance or
transfer the properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and
interest, if any, on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

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

(3) if as a result thereof any property or assets of the Company or
a Restricted Subsidiary would become subject to any mortgage, lien, pledge,
charge or other encumbrance not permitted by (i) through (xi) of paragraph
(a) of Section 1006 or paragraph (b) of Section 1006, compliance shall be
effected with the first clause of paragraph (a) of Section 1006; and

(4) the Company and the successor Person have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance or transfer and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
complied with.

SECTION 802. SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or the successor Person to which such conveyance or transfer 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
had been named as the Company herein; and in the event of any such conveyance or
transfer, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and
liquidated.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

<PAGE>

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

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

(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating
that such Events of Default are expressly being included solely for the
benefit of such series); PROVIDED, HOWEVER, that in respect of any such
additional Events of Default 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 that or those series
of Securities to which such additional Events of Default apply to waive
such default; or

(4) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities
to be issued in exchange for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form; PROVIDED that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

(5) to change or eliminate any of the provisions of this Indenture;
PROVIDED that any such change or elimination shall become effective only
when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision; or

(6) to secure the Securities pursuant to the requirements of
Section 801 or 1006, or otherwise; or

(7) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures relating to Securities convertible into or
exchangeable for any securities of any Person (including the Company); or

<PAGE>

(8) 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; or

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

(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 Sections 401, 1402 and
1403; PROVIDED that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material respect.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

(1) change the Stated Maturity of the principal of (or premium, if
any, on) or any installment of principal of or interest on, any Security;
or reduce the principal amount thereof or the rate of interest thereon, or
any premium payable upon the redemption thereof, or change any obligation
of the Company to pay Additional Amounts pursuant to Section 1004 (except
as contemplated by Section 801(1) and permitted by Section 901(1)), or
reduce the portion of the principal of an Original Issue Discount Security
or Indexed Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely affect
any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the Currency in which, any Security
or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at
the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be), or adversely affect any right to
convert or exchange any Security as may be provided pursuant to Section 301
herein, or

<PAGE>

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver with respect to such series (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of
Section 1504 for quorum or voting, or

(3) modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby.

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

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, 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 Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

<PAGE>

purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder and of any coupon appertaining thereto shall be bound
thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto
and this Indenture. Any interest due on Bearer Securities on or before
Maturity, other than Additional Amounts, if any, payable as provided in
Section 1004 in respect of principal of (or premium, if any, on) such a
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.
Unless otherwise specified as contemplated by Section 301 with respect to any
series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

<PAGE>

notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment; PROVIDED,
HOWEVER, that if the Securities of that series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each 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, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, HOWEVER, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of

<PAGE>

such principal, premium or interest, as the case may be, at all offices or
agencies outside the United States maintained for such purpose by the Company
in accordance with this Indenture, is illegal or effectively precluded by
exchange controls or other similar restrictions.

The Company may 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 of such purposes, and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other
than Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of (and
premium, if any) and interest, if any, on Securities of such series so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held

<PAGE>

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.

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

Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Company upon Company Request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment of such principal, premium or interest on any Security, without interest
thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 1004. ADDITIONAL AMOUNTS. If the Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of a Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest, if any, on any Security of any
series or payment of any related coupon or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms 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.

Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first

<PAGE>

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, premium or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
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, premium or interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of the 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 of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an Officers'
Certificate.

SECTION 1005. STATEMENT AS TO COMPLIANCE. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 1005, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.

SECTION 1006. LIMITATION ON LIENS. (a) The Company will not, nor
will it permit any Restricted Subsidiary to, issue, incur, assume or guarantee
any debt (hereinafter in this Article Ten referred to as "Debt") secured by any
mortgage, security interest, pledge, lien or other encumbrance (hereinafter
called "mortgage" or "mortgages") upon any Important Property of the Company or
of a Restricted Subsidiary or upon any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Important Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing, concurrently with the issuance, incurrence, assumption or
guaranty of any such Debt, that the Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Restricted Subsidiary ranking

<PAGE>

equally with the Securities and then existing or thereafter created) shall be
secured equally and ratably with or prior to such Debt; PROVIDED, HOWEVER, that
the foregoing restrictions shall not apply to

(i) mortgages on any property acquired, constructed or improved by
the Company or any Restricted Subsidiary after the date of this Indenture
which are created or assumed contemporaneously with, or within 120 days
after, such acquisition, construction or improvement to secure or provide
for the payment of all or any part of the purchase price of such property
or the cost of such construction or improvement incurred after the date of
this Indenture, or (in addition to mortgages contemplated by clauses (ii),
(iii) and (iv) below) mortgages on any property existing at the time of
acquisition thereof; PROVIDED that such mortgages shall not apply to any
Important Property theretofore owned by the Company or any Restricted
Subsidiary other than, in the case of any such construction or improvement,
any theretofore unimproved real property on which the property so
constructed, or the improvement, is located;

(ii) mortgages on any property, shares of stock, or indebtedness
existing at the time of acquisition thereof from a corporation which is
consolidated with or merged into, or substantially all of the assets of
which are acquired by, the Company or a Restricted Subsidiary;

(iii) mortgages on property of a corporation existing at the time
such corporation becomes a Restricted Subsidiary;

(iv) mortgages to secure Debt of a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;

(v) mortgages in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, to secure
partial, progress, advance or other payments pursuant to any contract or
statute or to secure any indebtedness incurred for the purpose of financing
all or any part of the purchase price or the cost of constructing or
improving the property subject to such mortgages and mortgages given to
secure indebtedness incurred in connection with the financing of
construction of pollution control facilities, the interest on which
indebtedness is exempt from income taxes under the Internal Revenue Code of
the United States of America;

(vi) any deposit or pledge of assets (1) with any surety company or
clerk of any court, or in escrow, as collateral in connection with, or in
lieu of, any bond on appeal from any judgment or decree against the Company
or a Restricted Subsidiary, or in connection with other proceedings or
actions at law or in equity by or against the Company or a Restricted
Subsidiary, or (2) as security for the performance of any contract or
undertaking not directly or indirectly related to the borrowing of money or

<PAGE>

the securing of indebtedness, if made in the ordinary course of business,
or (3) with any governmental agency, which deposit or pledge is required or
permitted to qualify the Company or a Restricted Subsidiary to conduct
business, to maintain self-insurance, or to obtain the benefits of any law
pertaining to workers' compensation, unemployment insurance, old age
pensions, social security, or similar matters, or (4) made in the ordinary
course of business to obtain the release of mechanics', workmen's,
repairmen's, warehousemen's or similar liens, or the release of property in
the possession of a common carrier;

(vii) mortgages existing on property acquired by the Company or a
Restricted Subsidiary through the exercise of rights arising out of
defaults on receivables acquired in the ordinary course of business;

(viii) judgment liens, so long as the finality of such judgment is
being contested in good faith and execution thereon is stayed;

(ix) mortgages for the sole purpose of extending, renewing or
replacing in whole or in part Debt secured by any mortgage referred to in
the foregoing clauses (i) to (viii), inclusive, or in this clause (ix);
PROVIDED, HOWEVER, that the principal amount of Debt secured thereby shall
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured
the mortgage so extended, renewed or replaced (plus improvements on such
property);

(x) liens for taxes or assessments or governmental charges or
levies not yet due or delinquent, or which can thereafter be paid without
penalty, or which are being contested in good faith by appropriate
proceedings; landlord's liens on property held under lease; and any other
liens of a nature similar to those hereinabove described in this clause
(x) which do not, in the opinion of the Company, materially impair the use
of such property in the operation of the business of the Company or a
Restricted Subsidiary or the value of such property for the purposes of
such business;

(xi) any transaction characterized as a sale of receivables (retail
or wholesale) but reflected as secured indebtedness on a balance sheet in
conformity with generally accepted accounting principles then in effect;

(xii) mortgages on Margin Stock owned by the Company and its
Restricted Subsidiaries to the extent such Margin Stock so mortgaged
exceeds 25% of the fair market value of the sum of the Important Property
of the Company and the Restricted Subsidiaries plus the shares of stock
(including Margin Stock) and indebtedness issued or incurred by the
Restricted Subsidiaries; and

<PAGE>

(xiii) mortgages on any Important Property of, or any shares of stock
or indebtedness issued or incurred by, any Restricted Subsidiary organized
under the laws of Canada.

(b) The provisions of paragraph (a) of this Section 1006 shall not
apply to the issuance, incurrence, assumption or guarantee by the Company or any
Restricted Subsidiary of Debt secured by a mortgage which would otherwise be
subject to the foregoing restrictions up to an aggregate amount which, together
with all other Debt of the Company and its Restricted Subsidiaries that is
secured by mortgages (other than mortgages permitted by paragraph (a) of this
Section 1006) and would otherwise be subject to the foregoing restrictions and
the Attributable Debt in respect of Sale and Lease-back Transactions (as defined
in Section 1007) in existence at such time (other than Sale and Lease-back
Transactions which, if the Attributable Debt in respect of such Sale and
Lease-back had been a mortgage, would have been permitted by subdivision (i) of
paragraph (a) of this Section 1006 and other Sale and Lease-back Transactions
the proceeds of which have been applied or committed to be applied in accordance
with paragraph (b) or (c) of Section 1007) does not at the time exceed 5% of
Consolidated Net Tangible Assets, as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of the Company.

The term "RESTRICTED SUBSIDIARY" shall mean any Subsidiary
(i) engaged in, or whose principal assets consist of property used by the
Company or any Restricted Subsidiary in, the manufacture of products within the
United States of America or Canada, or in the sale of products principally to
customers located in the United States of America or Canada except any
corporation which is a retail dealer in which the Company has, directly or
indirectly, an investment under an arrangement providing for the liquidation of
such investment, or (ii) which the Company shall designate as a Restricted
Subsidiary in an Officers' Certificate delivered to the Trustee.

The term "IMPORTANT PROPERTY" shall mean (i) any manufacturing plant,
including land, all buildings and other improvements thereon, and all
manufacturing machinery and equipment located therein, used by the Company or a
Restricted Subsidiary primarily for the manufacture of products to be sold by
the Company or such Restricted Subsidiary, (ii) the executive office and
administrative building of the Company in Moline, Illinois, and (iii) research
and development facilities, including land and buildings and other improvements
thereon and research and development machinery and equipment located therein,
except in any case property of which the aggregate fair value as determined by
the Board of Directors does not at the time exceed 1% of Consolidated Net
Tangible Assets, as shown on the audited consolidated balance sheet contained in
the latest annual report to stockholders of the Company.

The term "CONSOLIDATED NET TANGIBLE ASSETS" shall mean the aggregate
amount of assets (less applicable reserves and other items properly deductible
in accordance with generally accepted accounting principles) of the Company and
of its consolidated Subsidiaries

<PAGE>

after deducting therefrom (a) all current liabilities (excluding any
constituting funded debt, as defined in Section 1007, by reason of their being
renewable or extendable) and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles.

The term "ATTRIBUTABLE DEBT" shall mean, as of any particular time,
the present value, discounted at a rate per annum equal to the weighted average
interest rate of all Securities Outstanding at the time under this Indenture
compounded semiannually, of the obligation of a lessee for rental payments
during the remaining term of any lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended); the
net amount of rent required to be paid for any such period shall be the total
amount of the rent payable by the lessee with respect to such period, but may
exclude amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges; and, in the case
of any lease which is terminable by the lessee upon the payment of a penalty,
such net amount shall also include the amount of such penalty, but no rent shall
be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.

(c) If, upon any consolidation or merger of any Restricted
Subsidiary with or into any other corporation, or upon any consolidation or
merger of any other corporation with or into the Company or any Restricted
Subsidiary or upon any sale or conveyance of the property of any Restricted
Subsidiary as an entirety or substantially as an entirety to any other Person,
or upon any acquisition by the Company or any Restricted Subsidiary by purchase
or otherwise of all or any part of the property of any other Person, any
Important Property theretofore owned by the Company or such Restricted
Subsidiary would thereupon become subject to any mortgage not permitted by the
terms of paragraph (a) or (b) of this Section 1006, the Company, prior to such
consolidation, merger, sale or conveyance, or acquisition, will, or will cause
such Restricted Subsidiary to, secure payment of the principal of and interest
on the Securities (equally and ratably with or prior to any other indebtedness
of the Company or such Subsidiary then entitled thereto) by a direct lien on all
such property prior to all liens other than any liens theretofore existing
thereon by supplemental indenture hereto or otherwise.

(d) If at any time the Company or any Restricted Subsidiary shall
issue, incur, assume or guarantee any Debt secured by any mortgage not permitted
by this Section 1006, to which the covenant in paragraph (a) of this
Section 1006 is applicable, the Company will promptly deliver to the Trustee

(i) an Officers' Certificate stating that the covenant of the
Company contained in paragraph (a) or (c) of this Section 1006 has been
complied with; and

(ii) an Opinion of Counsel to the effect that such covenant has
been complied with, and that any instruments executed by the Company in the
performance of such covenant comply with the requirements of such covenant.

<PAGE>

In the event that the Company shall hereafter secure the Securities
equally and ratably with or prior to any other obligation or indebtedness
pursuant to the provisions of this Section 1006, the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce
effectively the rights of the holders of the Securities so secured, equally and
ratably with or prior to such other obligations or indebtedness.

SECTION 1007. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The
Company will not, nor will it permit any Restricted Subsidiary to, enter into
any arrangement with any Person providing for the leasing to the Company or any
Restricted Subsidiary of any Important Property owned or hereafter acquired by
the Company or such Restricted Subsidiary (except for temporary leases for a
term, including any renewal thereof, of not more than three years and except for
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which Important Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such Person (herein referred to
as a "Sale and Lease-back Transaction") unless the net proceeds of such sale are
at least equal to the fair value (as determined by the Board of Directors) of
such property and either (a) the Company or such Restricted Subsidiary would be
entitled, pursuant to the provisions of (1) clause (i) of paragraph (a) of
Section 1006 or (2) paragraph (b) of Section 1006 hereof, to incur Debt secured
by a mortgage on the Important Property to be leased without equally and ratably
securing the Securities, or (b) the Company shall, and in any such case the
Company covenants that it will, within 120 days of the effective date of any
such arrangement, apply an amount equal to the fair value (as so determined) of
such property to the redemption pursuant to Section 1101 hereof or the purchase
and retirement of Securities or to the payment or other retirement of funded
debt for money borrowed, incurred or assumed by the Company which ranks senior
to or pari passu with the Securities or of funded debt for money borrowed,
incurred or assumed by any Restricted Subsidiary (other than, in either case,
funded debt owned by the Company or any Restricted Subsidiary), or (c) the
Company shall, at or prior to the time of entering into the Sale and Lease-back
Transaction, enter into a bona fide commitment or commitments to expend for the
acquisition or improvement of an Important Property an amount at least equal to
the fair value (as so determined) of such property. For this purpose, funded
debt means any Debt which by its terms matures at or is extendable or renewable
at the sole option of the obligor without requiring the consent of the obligee
to a date more than twelve months after the date of the creation of such Debt.

SECTION 1008. WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Sections 1006, 1007 and, as specified pursuant to Section 301(15) for
Securities of any series, in any covenants of the Company added to Article Ten
pursuant to Section 301(14) or Section 301(15) in connection with Securities of
a series, if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding Securities, by Act of
such Holders, waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to

<PAGE>

or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series issued on the same day with the same
terms 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 issued on such date with the same
terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security

<PAGE>

redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.

SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 106, not less than 30 days nor more than
60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price and accrued interest, if any, to the
Redemption Date payable as provided in Section 1106,

(3) if less than all Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the particular Security or Securities to be
redeemed,

(4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder will receive,
without a charge, a new Security or Securities of authorized denominations
for the principal amount thereof remaining unredeemed,

(5) that on the Redemption Date, the Redemption Price and accrued
interest, if any, to the Redemption Date payable as provided in
Section 1106 will become due and payable upon each such Security, or the
portion thereof, to be redeemed and, if applicable, that interest thereon
shall cease to accrue on and after said date,

(6) the Place or Places of Payment where such Securities, together
in the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price and accrued interest, if any,

<PAGE>

(7) that the redemption is for a sinking fund, if such is the
case,

(8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series and any Paying
Agent is furnished,

(9) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on this Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made, and

(10) the CUSIP number of such Security, if any.

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

SECTION 1105. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.

<PAGE>

Date, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; PROVIDED,
HOWEVER, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and PROVIDED
FURTHER that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the
Yield to Maturity of such Security.

SECTION 1107. SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, 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.

<PAGE>

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which 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, as provided for
by the terms of such Securities; PROVIDED that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

<PAGE>

the amount therein specified. 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 1103 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 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as
otherwise specified by the terms of such series established pursuant to
Section 301) in accordance with this Article.

SECTION 1302. REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at
the Repayment Price thereof, together with interest, if any, thereon accrued to
the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that on or before the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the Repayment Price of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

SECTION 1303. EXERCISE OF OPTION. Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the
"Option to Elect Repayment" form on the reverse of such Security duly completed
by the Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the
entire Repayment Price of such Security is to be repaid in accordance with the
terms of such Security, the portion of the Repayment Price of such Security to
be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of such Security surrendered that is not
to be repaid, must be specified. Any Security providing for repayment at the

<PAGE>

option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and PROVIDED FURTHER that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; PROVIDED, HOWEVER, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

<PAGE>

If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from
the Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of
such Security.

SECTION 1305. SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 301 provision is made
for either or both of (a) defeasance of the Securities of or within a series
under Section 1402 or (b) covenant defeasance of the Securities of or within a
series under Section 1403, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect
to any Securities), shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

<PAGE>

and any coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding
Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1004, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto.

SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 1006 and 1007, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1006 and 1007, or such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501(4) or 501(7) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

<PAGE>

payments, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount (in such Currency in which such Securities and any
coupons appertaining thereto are then specified as payable at Stated
Maturity), or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the Currency in
which such Securities and coupons appertaining thereto are then specified
as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment of
principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto, money in an amount, or (3) a
combination thereof in an amount, 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, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any)
and interest, if any, on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of such
Securities and any coupons appertaining thereto.

(b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party
or by which it is bound.

(c) No Default or Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing
on the date of such deposit or, insofar as Sections 501(5) and 501(6) are
concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(d) In the case of an election under Section 1402, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred.

<PAGE>

(e) In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance
had not occurred.

(f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance
under Section 1403 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (a) above and the related exercise of the Company's
option under Section 1402 or Section 1403 (as the case may be),
registration is not required under the Investment Company Act of 1940, as
amended, by the Company, with respect to the trust funds representing such
deposit or by the trustee for such trust funds or (ii) all necessary
registrations under said Act have been effected.

(g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 301.

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

<PAGE>

or by the terms of any Security in respect of which the deposit pursuant to
Section 1404(a) has been made, the indebtedness represented by such Security and
any coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any) and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such Currency in effect on the second Business Day
prior to each payment date, except, with respect to a Conversion Event, for such
Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee
may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
the Borough of Manhattan, The City of New York or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the

<PAGE>

manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 1504. QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
PROVIDED, HOWEVER, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of any adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of
the Outstanding Securities of such series which shall constitute a quorum.

<PAGE>

Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

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

Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

(i) there shall be no minimum quorum requirement for such meeting;
and

(ii) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture.

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS. (a) Notwithstanding any provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such

<PAGE>

regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

<PAGE>

* * * * *

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

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

DEERE & COMPANY

By____________________________
[SEAL] Treasurer

Attest:

_________________________
[Assistant Secretary]

THE CHASE MANHATTAN BANK
(National Association),
as Trustee

By____________________________
Second Vice President

[SEAL]

Attest:

_________________________
Assistant Secretary

<PAGE>

STATE OF ILLINOIS )
) ss:
COUNTY OF ROCK ISLAND )

On the _________ day of ____, 199_, before me personally came
_______, to me known, who, being by me duly sworn, did depose and say that he
resides at ____________, _____________; that he is _________________________ of
Deere & Company, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.

[Notarial Seal]
_________________________
Notary Public
COMMISSION EXPIRES

STATE OF NEW YORK )
) ss:
COUNTY OF KINGS )

On the ________ day of ______________, 199__, before me personally
came _____________, to me known, who, being by me duly sworn, did depose and say
that he resides at __________; that he is a __________________________ of The
Chase Manhattan Bank (National Association), one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[Notarial Seal]

_________________________
Notary Public
COMMISSION EXPIRES

<PAGE>

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

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

This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise Deere & Company or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

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

<PAGE>

A-1-2

We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

This certificate excepts and does not relate to [U.S.$]
_____________________ of such interest in the above-captioned Securities in
respect of which we are not able to certify and as to which we understand an
exchange for an interest in a Permanent Global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify.

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

Dated: ____________, 19___

[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making Certification]

___________________________________
(Authorized Signatory)
Name:
Title:

<PAGE>

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE

CERTIFICATE

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

This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] ___________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Deere & Company or its
agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

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

<PAGE>

A-2-1

We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

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

Dated: ________________, 19__

[To be dated no earlier than the
Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable]

[Morgan Guaranty Trust Company of New
York, Brussels Office,] as Operator of
the Euroclear System
[Cedel S.A.]

By_________________________________

<PAGE>

DRAFT
06/12/94 (EXHIBIT 4.2)

[FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No. FX -

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
(FIXED RATE)

Due from 9 Months to 30 Years from Date of Issue

If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "DEPOSITORY") or a nominee of the Depository,
this Security is a Global Security and the following two legends apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

<PAGE>

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO

Foreign Currency:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO

INTEREST RATE:

INTEREST PAYMENT DATES IF OTHER THAN MARCH 15 AND SEPTEMBER 15:

REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

SINKING FUND:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

OPTIONAL REPAYMENT DATE[S]:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

ADDITIONAL AMOUNTS:

DEFEASANCE: [ ] YES [ ] NO

COVENANT DEFEASANCE: [ ] YES [ ] NO

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:

<PAGE>

___________________________________, or registered assigns, the principal sum
of______________________________on the Stated Maturity Date shown above (except
to the extent redeemed or repaid prior to the Stated Maturity Date) and to pay
interest, if any, thereon at the Interest Rate shown above from the Original
Issue Date shown above or from the most recent Interest Payment Date to which
interest, if any, has been paid or duly provided for, semi-annually on March 15
and September 15 of each year (unless other Interest Payment Dates are shown on
the face hereof) (each, an "INTEREST PAYMENT DATE") until the principal hereof
is paid or made available for payment and on the Stated Maturity Date, any
Redemption Date or Repayment Date (such terms are together hereinafter referred
to as the "MATURITY DATE" with respect to the principal repayable on such
date); PROVIDED, HOWEVER, that any payment of principal (or premium, if any)
or interest, if any, to be made on any Interest Payment Date or on the Maturity
Date that is not a Business Day (as defined below) shall be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest, if any, shall accrue on the amount so payable as a result
of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, "BUSINESS DAY" means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are generally authorized or obligated by law or executive
order to close; PROVIDED that, if the Specified Currency shown above is other
than U.S. dollars, such day is also not a day on which banking institutions are
generally authorized or obligated by law or executive order to close in the city
which is the principal financial center of the country or countries of such
Currency (or, in the case of Notes denominated in ECU, Brussels).

Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding, the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "HOLDER") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are specified on the
face hereof) (each, a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if
this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest, if any,

<PAGE>

4
for the period beginning on the Original Issue Date and ending on such initial
Interest Payment Date shall be paid on the Interest Payment Date following the
next succeeding Regular Record Date to the Holder hereof on such next succeeding
Regular Record Date; and PROVIDED FURTHER that interest, if any, payable on
the Maturity Date will be payable to the person to whom the principal hereof
shall be payable. Any such interest not so punctually paid or duly provided for
("DEFAULTED INTEREST") will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date (the "SPECIAL RECORD DATE") for the payment
of such Defaulted Interest to be fixed by the Trustee (referred to on the
reverse hereof), notice whereof shall be given to the Holder of this Security
not less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in the Indenture.

Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars regardless of the Specified Currency shown
above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least sixteen days
prior to the Maturity Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. The Holder hereof may elect to receive payment in such Specified
Currency for all principal, premium, if any, and interest, if any, payments and
need not file a separate election for each payment. Such election will remain
in effect until revoked by written notice to the Trustee, but written notice of
any such revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least sixteen days prior to the Maturity
Date, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.

<PAGE>

redenominated currency representing the amount of such obligations immediately
before such redenomination. In no event shall any adjustment be made to any
amount payable hereunder as a result of any change in the value of the Specified
Currency shown above relative to any other currency due solely to fluctuations
in exchange rates.

Until this Security is paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed The Chase Manhattan Bank (National Association), at its
office in The City of New York as Paying Agent.

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any
election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor. Unless otherwise
specified above, the principal hereof (and premium, if any) and interest, if
any, hereon payable on the Maturity Date will be paid in immediately available
funds upon surrender of this Security at the office of the Trustee maintained
for that purpose in the Borough of Manhattan, The City and State of New York (or
at such other location as may be specified above). The Company will pay any
administrative costs imposed by banks in making payments in immediately
available funds but, except as otherwise provided under Additional Amounts
above, any tax, assessment or governmental charge imposed upon payments will be
borne by the Holders of the Securities in respect of which such payments are
made.

Interest on this Security, if any, will be computed on the basis of
a 360-day year of twelve 30-day months.

<PAGE>

Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK By: ______________________
(NATIONAL ASSOCIATION),
as Trustee

By: ____________________ Attest:___________________
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C

Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "SECURITIES") of the Company, issued
and to be issued in one or more series under an indenture, dated as of
___________, 199_, as it may be supplemented from time to time (herein called
the "INDENTURE"), between the Company and The Chase Manhattan Bank (National
Association), Trustee (herein called the "TRUSTEE", which term includes any
successor trustee under the Indenture with respect to a series of which this
Security is a part), to which indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof which is unlimited in aggregate principal amount.

Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "EXCHANGE RATE AGENT") based on the bid quotation in
The City of New York at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date by the Exchange Rate
Agent for the purchase by the Exchange Rate Agent of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Securities denominated in a Foreign
Currency scheduled to receive U.S. dollar payments and at which the Exchange
Rate Agent commits to execute a contract. If such bid quotation is not
available, payments will be made in such Specified Currency.

Except as set forth below, if the Specified Currency is other than
U.S. dollars and the Specified Currency is not available due to the imposition
of exchange controls or to other circumstances beyond the Company's control, or
is no longer used by the government of the country issuing such currency or for
settlement of transactions by public institutions of or within the international
banking community, the Company will be entitled to make payments in U.S. dollars
on the basis of the noon buying rate in The City of New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "MARKET EXCHANGE RATE") for such Specified
Currency on the second Business Day prior to the applicable payment date or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated above.

<PAGE>

If payment on this Security is required to be made in ECU and ECU is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or is no longer used in the European Monetary
System, all payments due on that due date with respect to this Security shall be
made in U.S. dollars. The amount so payable on any date in ECU shall be
converted into U.S. dollars, at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis. The component currencies of the ECU for this purpose (the
"COMPONENTS") shall be the currency amounts which were Components of the ECU
as of the last date on which the ECU was used in the European Monetary System.
The equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate, or as otherwise indicated
above.

If the official unit of any Component of the ECU is altered by way
of combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies, each of which shall have a
value on the date of division equal to the amount of the former Component
divided by the number of currencies into which that currency was divided.

All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided that
any determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Exchange Rate Agent shall have no liability therefor.

All currency exchange costs will be borne by the Company unless the
Holder of this Security has made the election to receive payments in the
Specified Currency. In that case, the Holder shall bear its pro rata portion of
currency exchange costs, if any, by deductions from payments otherwise due to
such Holder.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.

Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination hereof)
on or after the date designated as the Initial

<PAGE>

Redemption Date on the face hereof at 100% of the unpaid principal amount hereof
or the portion thereof redeemed (or, if this Security is a Discount Security,
such lesser amount as is provided for below) multiplied by the Initial
Redemption Percentage specified on the face hereof, together with accrued
interest, if any, to the Redemption Date. Such Initial Redemption Percentage
shall decline at each anniversary of the Initial Redemption Date by an amount
equal to the Annual Redemption Percentage Reduction until the redemption price
is 100% of such amount. The Company may exercise such option by causing the
Trustee to mail a notice of such redemption at least 30 but not more than 60
days prior to the Redemption Date. In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.
If less than all of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate. However,
if less than all the Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.

Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest, if any, to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least 30 but not more
than 45 days prior to an Optional Repayment Date, this Security with the form
attached hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any
tender of this Security for repayment shall be irrevocable. The repayment
option may be exercised by the Holder of this Security in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this
Security shall not be less than the minimum authorized denomination hereof).
Upon any partial repayment, this Security shall be cancelled and a new Security
or Securities for the remaining principal amount hereof shall be issued in the
name of the Holder of this Security.

Section 5. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

Section 6. DISCOUNT SECURITIES. If this Security, (such a
Security being referred to as a "DISCOUNT SECURITY") (a) has been issued at an
Issue Price lower, by more than a DE MINIMIS amount (as determined under
United States federal income tax rules applicable to original issue discount
instruments), than the principal amount hereof and (b) would be considered an
original issue discount security for United States federal income tax purposes,
then the amount payable on this Security in the event of redemption by the
Company, repayment at the option of the Holder or acceleration of the maturity
hereof, in

<PAGE>

lieu of the principal amount due at the Stated Maturity Date hereof, shall be
the Amortized Face Amount (as defined below) of this Security as of the date of
such redemption, repayment or acceleration. The "AMORTIZED FACE AMOUNT" of
this Security shall be the amount equal to the sum of (a) the Issue Price (as
set forth on the face hereof) plus (b) the aggregate of the portions of the
original issue discount (the excess of the amounts considered as part of the
"stated redemption price at maturity" of this Security within the meaning of
Section 1273(a)(2) of the Internal Revenue Code of 1986, as amended (the
"CODE"), whether denominated as principal or interest, over the Issue Price of
this Security) which shall theretofore have accrued pursuant to Section 1272 of
the Code (without regard to Section 1272(a)(7) of the Code) from the date of
issue of this Security to the date of determination, minus (c) any amount
considered as part of the "stated redemption price at maturity" of this Security
which has been paid on this Security from the date of issue to the date of
determination.

Section 7. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in
principal amount of Outstanding Securities affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all Outstanding
Securities of any series to waive on behalf of all of the Holders of Securities
of such series certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.

The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place and
rate, and in the Currency herein prescribed.

Section 8. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default,

<PAGE>

upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security, unless otherwise specified on the face
hereof.

Section 9. AUTHORIZED DENOMINATIONS. Unless otherwise provided
on the face hereof, this Security is issuable only in registered form without
coupons in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. If this Security is denominated in a Specified
Currency other than U.S. Dollars or is a Discount Security, this Security shall
be issuable in the denominations set forth on the face hereof.

Section 10. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security forms a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of like authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

If the registered owner of this Security is the Depository (such a
Security being referred to as a "Global Security"), and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to
the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time, and in its sole discretion, determine not
to have Securities represented by a Global Security and, in such event, will
issue Securities in certificated form in exchange in whole for this Global
Security. In any such instance, an owner of a beneficial interest in this
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

<PAGE>

Section 11. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

Section 12. DEFINED TERMS. All terms used in this Security which
are defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 13. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the Optional Repayment Date first occurring after the
date of receipt of the within Security as specified below (the "REPAYMENT
DATE"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest thereon accrued to the Repayment Date, to the undersigned
at:

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

- ------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY
WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT LEAST 30
BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH REPAYMENT
DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE COMPANY AT
ITS OFFICE OR AGENCY IN THE CITY OF NEW YORK, WHICH WILL BE LOCATED INITIALLY AT
THE OFFICE OF THE TRUSTEE AT 4 CHASE METROTECH CENTER, BROOKLYN, NEW YORK
11245.

Dated:
----------------------------------

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

Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.

<PAGE>

-------------
ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)

Under Uniform Gifts to Minors Act
.................................
(State)

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------

- ------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- ------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint

Attorney
- -------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated
---------------------------------

SIGNATURE GUARANTEED:
--------------------------------------------------

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

----------------------------
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Security in every particular,
without alteration or enlargement or any change
whatsoever.

<PAGE>

DRAFT
06/12/94 (EXHIBIT 4.3)

[FACE OF NOTE]

CUSIP NO.

REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FX -

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FIXED RATE)

Due from 9 Months to 30 Years from Date of Issue

<PAGE>

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO

Foreign Currency:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO

INTEREST RATE:

INDEXED CURRENCY:

United States Dollars: [ ] YES [ ] NO

Foreign Currency:

PRINCIPAL FINANCIAL CENTER:

BASE EXCHANGE RATE:

DETERMINATION AGENT:

REFERENCE DEALERS:
1. ___
2. ___
3. ___

INTEREST PAYMENT DATES IF OTHER
THAN MARCH 15 AND SEPTEMBER 15:

REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

SINKING FUND:

OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO

OPTIONAL REPAYMENT DATE[S]:

MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:

ADDITIONAL AMOUNTS:

DEFEASANCE: [ ] YES [ ] NO

COVENANT DEFEASANCE: [ ] YES [ ] NO

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:

<PAGE>

, or registered assigns, in the Specified
Currency on the Stated Maturity Date shown above (except to the extent redeemed
or repaid prior to the Stated Maturity Date), the principal sum of _______, plus
or minus an amount determined by the Determination Agent (as defined below) in
accordance with the formula set forth below, and to pay interest on the Face
Amount as described below and on the reverse hereof.

If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date (as defined
below) shall equal:

SPOT RATE - BASE EXCHANGE RATE)
Face Amount + (Face Amount x Spot Rate

If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of this Security payable on the Maturity Date shall equal:

BASE EXCHANGE RATE - SPOT RATE)
Face Amount - (Face Amount x Spot Rate

; PROVIDED, HOWEVER, that in no event shall such principal amount be less
than zero.

In making the above calculations, the (i) "BASE EXCHANGE RATE" is
the exchange rate specified as such above and (ii) "SPOT RATE" is the rate at
which the Specified Currency can be exchanged for the Indexed Currency (such
rate stated as units of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the Maturity Date (the
"DETERMINATION DATE") by the Determination Agent based upon the arithmetic
mean of the open market spot offer quotations for such Indexed Currency (spot
bid quotations for the Specified Currency) obtained by the Determination Agent
from the Reference Dealers in The City of New York at 11:00 A.M., New York City
time, on the Determination Date, for an amount of Indexed Currency equal to the
Face Amount of this Security multiplied by the Base Exchange Rate, in terms of
the Specified Currency for settlement on the Maturity Date. If such quotations
from the Reference Dealers are not available on the Determination Date due to
circumstances beyond the control of the Company or the Determination Agent, the
Spot Rate will be determined on the basis of the most

<PAGE>

recently available quotations from the Reference Dealers. If any of the
Reference Banks shall be unwilling or unable to provide the requested
quotations, the Company may select other major money center bank or banks in The
City of New York, in consultation with the Determination Agent, to act as
Reference Dealer or Dealers in replacement therefor. In the absence of manifest
error, the determination by the Determination Agent of the Spot Rate and the
principal amount of this Security payable on the Maturity Date shall be final
and binding on the Company and the Holder (as defined below) of this Security.

The Company shall pay interest on the Face Amount hereof at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 15 and September 15 of each year (unless
other Interest Payment Dates are shown on the face hereof) (each, an "INTEREST
PAYMENT DATE") until the principal hereof is paid or made available for payment
and on the Stated Maturity Date, any Redemption Date or Repayment Date (such
terms are together hereinafter referred to as the "MATURITY DATE" with respect
to the principal repayable on such date); PROVIDED, HOWEVER, that any
payment of principal (or premium, if any) or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or the Maturity Date,
as the case may be, and no additional interest shall accrue on the amount so
payable as a result of such delayed payment. For purposes of this Security,
unless otherwise specified on the face hereof, "BUSINESS DAY" means any day
that is not a Saturday or Sunday and that, in The City of New York, is not a day
on which banking institutions are generally authorized or obligated by law or
executive order to close; PROVIDED that, if the Specified Currency or the
Indexed Currency shown above is other than U.S. dollars, such day is also not a
day on which banking institutions are generally authorized or obligated by law
or executive order to close in the city which is the principal financial center
of the country or countries of such Currency (or, in the case of Notes
denominated in European Currency Units ("ECU"), Brussels).

Interest hereon is accrued from, and including, the next preceding
Interest Payment Date in respect of which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest has
been paid) to, but excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the person (the
"HOLDER") in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date (unless other Regular Record Dates are specified on the face hereof) (each,
a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this Security was
issued between a Regular Record Date and the initial Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the

<PAGE>

Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder hereof on such next succeeding Regular Record Date; and
PROVIDED FURTHER that interest payable on the Maturity Date will be payable
to the person to whom the principal hereof shall be payable. Any such interest
not so punctually paid or duly provided for ("DEFAULTED INTEREST") will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (the "SPECIAL RECORD DATE") for the payment of such Defaulted
Interest to be fixed by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.

Notwithstanding the foregoing, if the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.

In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall be deemed, immediately following such redenomination, to provide
for payment of that amount of

<PAGE>

redenominated currency representing the amount of such obligations immediately
before such redenomination. Except as set forth above, in no event shall any
adjustment be made to any amount payable hereunder as a result of any change in
the value of the Specified Currency shown above relative to any other currency
due solely to fluctuations in exchange rates.

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any
election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor. Unless otherwise
specified above, the principal hereof (and premium, if any) and interest hereon
payable on the Maturity Date will be paid in immediately available funds upon
surrender of this Security at the office of the Trustee maintained for that
purpose in the Borough of Manhattan, The City and State of New York (or at such
other location as may be specified above). The Company will pay any
administrative costs imposed by banks in making payments in immediately
available funds but, except as otherwise provided under Additional Amounts
above, any tax, assessment or governmental charge imposed upon payments will be
borne by the Holders of the Securities in respect of which such payments are
made.

Interest on this Security, if any, will be computed on the basis of
a 360-day year of twelve 30-day months.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK By:
(NATIONAL ASSOCIATION), ------------------------------------
as Trustee

By: Attest:
--------------------------- ---------------------------------
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C

<PAGE>

All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided that
any determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security, and the Exchange Rate Agent shall have no liability therefor.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.

Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments equal to the minimum authorized denomination (provided that
any remaining principal amount of this Security shall not be less than the
minimum authorized denomination hereof) on or after the

<PAGE>

date designated as the Initial Redemption Date on the face hereof at 100% of the
unpaid principal amount hereof or the portion thereof redeemed (or, if this
Security is a Discount Security, such lesser amount as is provided for below)
multiplied by the Initial Redemption Percentage specified on the face hereof,
together with accrued interest to the Redemption Date. Such Initial Redemption
Percentage shall decline at each anniversary of the Initial Redemption Date by
an amount equal to the Annual Redemption Percentage Reduction until the
redemption price is 100% of such amount. The Company may exercise such option
by causing the Trustee to mail a notice of such redemption at least 30 but not
more than 60 days prior to the Redemption Date. In the event of redemption of
this Security in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities with like tenor and
terms to this Security are to be redeemed, the Securities to be redeemed shall
be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. However, if less than all the Securities of the series, of which
this Security is a part, with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole discretion shall select
the particular Securities to be redeemed and shall notify the Trustee in writing
thereof at least 45 days prior to the relevant redemption date.

Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 45
days prior to an Optional Repayment Date, this Security with the form attached
hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.

Section 5. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

<PAGE>

The Securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company.

<PAGE>

upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security, unless otherwise specified on the face
hereof.

Section 9. AUTHORIZED DENOMINATIONS. Unless otherwise provided
on the face hereof, this Security is issuable only in registered form without
coupons in denominations of (i) if this Security is a Global Security (as
defined below), $100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global Security, in
denominations of $25,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.

Section 10. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security forms a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

If the registered owner of this Security is the Depository (such a
Security being referred to as a "Global Security"), and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to
the Company, or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time, and in its sole discretion, determine not
to have Securities represented by a Global Security and, in such event, will
issue Securities in certificated form in exchange in whole for this Global
Security. In any such instance, an owner of a beneficial interest in this
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $25,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

<PAGE>

Section 12. DEFINED TERMS. All terms used in this Security which
are defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 13. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

- ----------------------------------------
- ----------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

If less than the entire principal amount of the within Security is
to be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $ .

Dated:
-------------------

----------------------
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.

<PAGE>

ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
...............................
(State)

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- -------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- ---------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint

- -------------------------------------------------------------------- Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated
------------------------

SIGNATURE GUARANTEED:
------------------------------------------------

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

------------------------
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Security in every particular,
without alteration or enlargement or any change
whatsoever.

<PAGE>

DRAFT
6/12/94 (EXHIBIT 4.4)

[FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No. FL -

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
(FLOATING RATE)

Due from 9 Months to 30 Years from Date of Issue

<PAGE>
2

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

BASE RATE:
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

CALCULATION AGENT:

CALCULATION DATE:

SINKING FUND:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST DETERMINATION DATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

OPTION TO ELECT REPAYMENT: [ ] YES []NO

OPTIONAL REPAYMENT DATE[S]:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
UNITED STATES DOLLARS:
[ ] YES [ ] NO

Foreign Currency:

OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
[ ] YES [ ] NO

EXCHANGE RATE AGENT:

REFERENCE BANKS:

ADDITIONAL AMOUNTS:

DEFEASANCE: []YES []NO

<PAGE>
3

INTEREST PAYMENT DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

YIELD TO MATURITY:

COVENANT DEFEASANCE: [ ] YES [] NO

OPTIONAL INTEREST RATE RESET
[ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:

<PAGE>
4

or registered assigns, the principal sum of
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to the Stated Maturity Date) and to pay interest thereon at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date (if the
first Interest Reset Date is later than the Original Issue Date) and thereafter
at the interest rate determined by reference to the Base Rate shown above, plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof,
until the principal hereof is paid or duly made available for payment;
PROVIDED, HOWEVER, that the interest rate in effect for the ten days
immediately prior to the Maturity Date (as defined below) of this Security will
be that in effect on the tenth day preceding such date. The Company will pay
interest on each Interest Payment Date specified above, commencing with the
first Interest Payment Date next succeeding the Original Issue Date, and on the
Stated Maturity Date, any Redemption Date or Repayment Date (such terms together
are hereinafter referred to as the "MATURITY DATE" with respect to the
principal repayable on such date); PROVIDED, HOWEVER, that any payment of
principal (or premium, if any) or interest to be made on any Interest Payment
Date or on the Maturity Date that is not a Business Day (as defined below) shall
be made on the next succeeding Business Day (except that if the Base Rate
specified above is LIBOR, and such day falls in the next succeeding calendar
month, such payment will be made on the next preceding Business Day) as
described on the reverse hereof. For purposes of this Security, unless
otherwise specified on the face hereof, "BUSINESS DAY" means any day that is
not a Saturday or Sunday and that, in The City of New York, is not a day on
which banking institutions are generally authorized or obligated by law or
executive order to close; PROVIDED that, if the Specified Currency shown above
is other than U.S. dollars, such day is also not a day on which banking
institutions are generally authorized or obligated by law or executive order to
close in the city which is the principal financial center of the country or
countries of such Currency (or, in the case of Notes denominated in ECU,
Brussels); and PROVIDED FURTHER that, if the Base Rate shown above is LIBOR
(as defined below), such day is also a London Banking Day. "LONDON BANKING
DAY" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.

The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture (referred to on
the reverse hereof), be paid to the person (the "HOLDER") in whose name this
Security (or one or more

<PAGE>
5

Predecessor Securities) is registered at the close of business on the fifteenth
day (whether or not a Business Day) next preceding such Interest Payment Date (a
"REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this Security was
issued between a Regular Record Date and the initial Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder hereof on such Regular Record Date; and PROVIDED FURTHER
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable. Any such interest not so punctually paid
or duly provided for ("DEFAULTED INTEREST") will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the "SPECIAL
RECORD DATE") for the payment of such Defaulted Interest to be fixed by the
Trustee (referred to on the reverse hereof), notice whereof shall be given to
the Holder of this Security not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture.

Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars regardless of the Specified Currency shown
above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least sixteen days
prior to the Maturity Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. The Holder hereof may elect to receive payment in such Specified
Currency for all principal, premium, if any, and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date or at least sixteen days prior to the Maturity Date, as the case may be.
Notwithstanding the foregoing, if the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.

<PAGE>
6

In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S.
$10,000,000 or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different
terms and provisions) or (ii) the Specified Currency is a Foreign Currency, and
the Holder has elected to receive payments in such Specified Currency as
provided for above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate instructions have been
received in writing by the Trustee on or prior to the applicable Regular Record
Date. Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained
by the payee with a bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal hereof (and premium,
if any) and interest hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the office of the
Trustee maintained for that purpose in the Borough of Manhattan, The City and
State of New York (or at such other location as may be specified above). The
Company will pay any administrative costs imposed by banks in making payments in
immediately available funds but, except as otherwise provided under Additional
Amounts above, any tax, assessment or governmental charge imposed upon payments
will be borne by the Holders of the Securities in respect of which such payments
are made.

<PAGE>
7

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK By:
------------------------------------
(NATIONAL ASSOCIATION),
as Trustee

By: Attest:
-----------------------------------------------------------------------
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C

Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "SECURITIES") of the Company, issued
and to be issued in one or more series under an indenture, dated as of , 199_,
as it may be supplemented from time to time (herein called the "INDENTURE"),
between the Company and The Chase Manhattan Bank (National Association), Trustee
(herein called the "TRUSTEE", which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto, reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof which is unlimited in aggregate principal amount.

<PAGE>
3

Section 3. INTEREST RATE CALCULATIONS. Unless otherwise set
forth on the face hereof, the following provisions of this Section 3 shall apply
to the calculation of interest on this Security. If the first Interest Reset
Date is later than the Original Issue Date, this Security will bear interest
from its Original Issue Date to the first Interest Reset Date at the Initial
Interest Rate set forth on the face hereof. Thereafter, the interest rate
hereon for each Interest Reset Period (as defined below) will be determined by
reference to the Base Rate set

<PAGE>
4

forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or
other formula, if any, set forth on the face hereof.

As set forth on the face hereof, this Security may also have either
or both of the following: (i) a maximum limitation, or ceiling, on the rate at
which interest may accrue during any Interest Period (as defined below)
("MAXIMUM INTEREST RATE"); and (ii) a minimum limitation, or floor, on the
rate at which interest may accrue during any Interest Period ("MINIMUM INTEREST
RATE"). In addition to any Maximum Interest Rate that may be set forth on the
face hereof, the interest rate on this Security will in no event be higher than
the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.

The rate of interest hereon will be reset daily, weekly, monthly,
quarterly, semi-annually or annually or at another interval (each, an "INTEREST
RESET PERIOD"), as set forth on the face hereof. The date or dates on which
interest will be reset (each, an "INTEREST RESET DATE") will be, if this
Security resets (i) daily, each Business Day; (ii) weekly, the Wednesday of each
week (unless the Base Rate set forth on the face hereof is the Treasury Rate);
weekly and if the Base Rate set forth on the face hereof is the Treasury Rate,
the Tuesday of each week (except as provided below); (iii) monthly, the third
Wednesday of each month; (iv) quarterly, the third Wednesday of March, June,
September and December of each year; (v) semi-annually, the third Wednesday of
the two months set forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; PROVIDED, HOWEVER, that
(a) if the first Interest Reset Date is later than the Original Issue Date, the
interest rate in effect from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate as set forth on the face hereof and (b)
the interest rate in effect for the ten days immediately prior to the Maturity
Date will be that in effect on the tenth day preceding the Maturity Date. If
the Base Rate set forth on the face hereof is the Treasury Rate and a Treasury
auction shall fall on the Interest Reset Date for this Security, then such
Interest Reset Date shall instead be the first Business Day immediately
following such Treasury auction. If any Interest Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be the next
succeeding Business Day, except that, if the Base Rate set forth on the face
hereof is LIBOR, if such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day.

The interest payable hereon on each Interest Payment Date and on the
Maturity Date shall be the amount of interest accrued from and including the
Original Issue Date or the last Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the case may be,
PROVIDED, HOWEVER, that, if the interest rate is reset daily or weekly,
interest payable on any Interest Payment Date will be the amount of interest
accrued from and including the Original Issue Date or from but excluding the
last Regular

<PAGE>
5

Record Date through which interest has been paid through and including the
Regular Record Date immediately preceding such Interest Payment Date, except
that interest payable on the Maturity Date will include interest accrued to, but
excluding, the Maturity Date (each such period, an "INTEREST PERIOD"). If the
Maturity Date falls on a day which is not a Business Day, the payment of
principal, premium, if any, and interest with respect to the Maturity Date will
be paid on the next succeeding Business Day with the same force and effect as if
made on the Maturity Date, and no interest shall accrue on the amount so payable
as a result of such delayed payment. If an Interest Payment Date other than the
Maturity Date falls on a day that is not a Business Day, such Interest Payment
Date will be postponed to the next day that is a Business Day and interest will
accrue for the period of such postponement (except if the Base Rate specified
above is LIBOR, and such day falls in the next succeeding calendar month, such
Interest Payment Date will be advanced to the immediately preceding Business
Day), it being understood that, to the extent this sentence is inconsistent with
Section 112 of the Indenture, the provisions of this sentence shall apply in
lieu of such Section.

Accrued interest will be calculated by multiplying the principal
amount hereof by an accrued interest factor. Such accrued interest factor will
be computed by adding the interest factor calculated for each day in the
Interest Period or from the date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable on such day by 360, if the Base Rate set forth on the
face hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime
Rate or LIBOR (as described below), or by the actual number of days in the year,
if the Base Rate set forth on the face hereof is the Treasury Rate or the CMT
Rate (as described below). The interest rate applicable to any day that is an
Interest Reset Date is the interest rate as determined, in accordance with the
procedures hereinafter set forth, with respect to the Interest Determination
Date (as defined below) pertaining to such Interest Reset Date. The interest
rate applicable to any other day is the interest rate for the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate, as set
forth on the face hereof).

All percentages resulting from any calculation with respect hereto
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(E.G., 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and
7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)), and all
currency amounts used in or resulting from such calculation will be rounded to
the nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).

Interest will be payable on, if this Security resets (i) daily,
weekly or monthly, the third Wednesday of each month or on the third Wednesday
of March, June, September and December of each year, as set forth on the face
hereof; (ii) quarterly, the third Wednesday of March, June, September and
December of each year; (iii) semi-annually, the

<PAGE>
6

third Wednesday of the two months set forth on the face hereof; and (iv)
annually, the third Wednesday of the two months or the month set forth on the
face hereof (each, an "INTEREST PAYMENT DATE"), and in each case, on the
Maturity Date.

If the Base Rate set forth on the face hereof is the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate or the Prime Rate,
the "INTEREST DETERMINATION DATE" pertaining to an Interest Reset Date for
this Security will be the second Business Day next preceding such Interest Reset
Date; if the Base Rate set forth on the face hereof is LIBOR, the "INTEREST
DETERMINATION DATE" pertaining to an Interest Reset Date for this Security will
be the second London Banking Day next preceding such Interest Reset Date; and if
the Base Rate set forth on the face hereof is the Treasury Rate, the "INTEREST
DETERMINATION DATE" pertaining to an Interest Reset Date for this Security will
be the day of the week in which such Interest Reset Date falls on which Treasury
bills (as defined below) are auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week.

Unless otherwise set forth on the face hereof, the "CALCULATION
DATE", where applicable, pertaining to an Interest Determination Date is the
earlier of (i) the tenth calendar day after such Interest Determination Date, or
if any such day is not a Business Day, the next succeeding Business Day and (ii)
the Business Day immediately preceding the applicable Interest Payment Date or
the Maturity Date, as the case may be.

The Company will appoint and enter into an agreement with an agent
(a "CALCULATION AGENT") to calculate the rate of interest on the Securities of
this series which bear interest at a floating rate. Unless otherwise set forth
on the face hereof, The Chase Manhattan Bank (National Association) will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date.

Subject to applicable provisions of law and except as specified
herein, with respect to each Interest Determination Date, the rate of interest
shall be the rate determined by the Calculation Agent in accordance with the
provisions of the applicable heading below.

DETERMINATION OF CD RATE. If the Base Rate set forth on the face
hereof is the CD Rate, this Security will bear interest for each Interest Reset
Period at the interest rate calculated with reference to the CD Rate and the
Spread, Spread Multiplier or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof,

<PAGE>
7

the "CD RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth on the face hereof as published in
"STATISTICAL RELEASE H.15(519), SELECTED INTEREST RATES", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDS (SECONDARY MARKET)" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity set forth on the face hereof as published in the daily
statistical release entitled "COMPOSITE 3:30 P.M. QUOTATIONS FOR U.S.
GOVERNMENT SECURITIES" or any successor publication published by the Federal
Reserve Bank of New York ("COMPOSITE QUOTATIONS") under the caption
"CERTIFICATES OF DEPOSIT". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is not
yet published in either H.15(519) or Composite Quotations, the CD Rate on such
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such Interest Determination Date, of three leading
non-bank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent (after consultation with the
Company) for negotiable certificates of deposit of major United States money
market banks of the highest credit standing (in the market for negotiable
certificates of deposit) having a remaining maturity closest to the Index
Maturity set forth on the face hereof in a denomination of U.S. $5,000,000;
PROVIDED, HOWEVER, that, if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the interest
rate for the period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in effect on such Interest
Determination Date.

DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread, Spread Multiplier or
other formula , if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "COMMERCIAL PAPER RATE" means, with respect to
any Interest Determination Date pertaining thereto, the Money Market Yield
(calculated as described below) of the rate on such date for commercial paper
having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) under the caption "COMMERCIAL PAPER" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Commercial Paper Rate shall be the
Money Market Yield of the rate on such Interest Determination Date for
commercial paper having the Index Maturity set forth on the face hereof as
published in Composite Quotations under the caption "COMMERCIAL PAPER". If by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in either H.15(519)
or Composite Quotations, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation Agent and shall be

<PAGE>
8

the Money Market Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Interest Determination Date of three leading
dealers in commercial paper in The City of New York selected by the Calculation
Agent (after consultation with the Company) for commercial paper having the
Index Maturity set forth on the face hereof placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally recognized
securities rating agency; PROVIDED, HOWEVER, that, if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

"MONEY MARKET YIELD" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

D x 360
MONEY MARKET YIELD = ------------ x 100
360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.

DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate set forth
on the face hereof is the Federal Funds Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Federal Funds Rate and the Spread, Spread Multiplier or other formula, if
any, set forth on the face hereof. Unless otherwise set forth on the face
hereof, the "FEDERAL FUNDS RATE" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date for federal funds
as published in H.15(519) under the caption "FEDERAL FUNDS (EFFECTIVE)" or, if
not yet published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published in Composite
Quotations under the caption "FEDERAL FUNDS/EFFECTIVE RATE". If by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date such rate is not yet published in either H.15(519) or
Composite Quotations, the Federal Funds Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic mean
of the rates for the last transaction in overnight federal funds arranged by
three leading dealers of federal funds transactions in The City of New York,
which dealers have been selected by the Calculation Agent (after consultation
with the Company), as of 9:00 A.M., New York City time, on such Interest
Determination Date; PROVIDED, HOWEVER, that, if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

<PAGE>
9

DETERMINATION OF LIBOR. If the Base Rate set forth on the face
hereof is LIBOR, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to LIBOR and the Spread, Spread
Multiplier or other formula, if any, set forth on the face hereof. With respect
to Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, "LIBOR" means the
rate determined by the Calculation Agent in accordance with the following
provisions:

(i) If USD-LIBOR-Reuters is specified on the face hereof for a
LIBOR Note as the method for determining LIBOR, with respect to an
Interest Determination Date for such LIBOR Note, LIBOR will be determined
on the basis of the offered rates for deposits in U.S. dollars having the
Index Maturity set forth on the face hereof, commencing on the second
London Banking Day immediately following such Interest Determination Date,
which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London
time, on such Interest Determination Date. "REUTERS SCREEN LIBO PAGE"
means the display designated as page "LIBO" on the Reuters Monitor Money
Rates Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered rates of
major banks). If at least two such offered rates appear on the Reuters
Screen LIBO Page, LIBOR for such Interest Determination Date will be the
arithmetic mean of such offered rates as determined by the Calculation
Agent. If fewer than two offered rates appear, LIBOR in respect of such
Interest Determination Date will be determined as described in (iii)
below.

(ii) If USD-LIBOR-Telerate is specified on the face hereof for a
LIBOR Note as the method for determining LIBOR, with respect to an
Interest Determination Date for such LIBOR Note, or if no other method is
specified on the face hereof as the method for determining LIBOR with
respect hereto, LIBOR will be the rate for deposits in U.S. dollars having
the Index Maturity designated on the face hereof, commencing on the second
London Banking Day immediately following such Interest Determination Date,
which appears on Telerate Page 3750 as of 11:00 A.M., London time, on such
Interest Determination Date. "Telerate Page 3750" means the display page
so designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service, or such other service as may be
nominated as the information vendor, for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on
Telerate Page 3750, LIBOR for such Interest Determination Date will be
determined as described in (iii) below.

(iii) With respect to an Interest Determination Date on which, if
USD-LIBOR-Reuters is the applicable method for determining LIBOR and fewer
than two offered rates appear on the Reuters Screen LIBO Page as specified
in (i) above or if USD-LIBOR-Telerate is the applicable method for
determining LIBOR and no rate

<PAGE>
10

appears on Telerate Page 3750 as specified in (ii) above, then LIBOR will
be determined on the basis of the rate at which deposits in U.S. dollars
are offered by four major banks in the London interbank market, which
banks have been selected by the Calculation Agent (after consultation with
the Company) (the "REFERENCE BANKS"), at approximately 11:00 A.M.,
London time, on such Interest Determination Date commencing on the second
London Banking Day immediately following such Interest Determination Date
to prime banks in the London interbank market having the Index Maturity
set forth on the face hereof and in a principal amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation Agent will
request the principal London office of each of such Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of such Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in The City of
New York (which banks have been selected by the Calculation Agent after
consultation with the Company) at approximately 11:00 A.M., New York City
time, on such Interest Determination Date for loans in U.S. dollars to
leading European banks, having the Index Maturity set forth on the face
hereof commencing on the second London Banking Day immediately following
such Interest Determination Date and in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time; PROVIDED, HOWEVER,
that, if the banks in The City of New York selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.

If this Security is indexed to the London interbank offered rate for
deposits in a Currency other than U.S. dollars, the method for determining such
rate will be set forth on the face hereof.

DETERMINATION OF PRIME RATE. If the Base Rate set forth on the
face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread, Spread Multiplier or other formula, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the "PRIME
RATE" means, with respect to any Interest Determination Date pertaining
thereto, the rate on such date as published in H.15(519) under the caption "Bank
prime loan" or, if not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the arithmetic mean of
the rates of interest publicly announced by each bank named on the Reuters
Screen NYMF Page (as defined below) as such bank's prime rate

<PAGE>
11

or base lending rate as in effect for such Interest Determination Date.
"REUTERS SCREEN NYMF PAGE" means the display designated as page "NYMF" on the
Reuters Monitor Money Rates Service (such term to include such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks). If fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the Prime Rate shall be determined by the Calculation Agent and will be
the arithmetic mean of the prime rates quoted on the basis of the actual number
of days in the year divided by 360 as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than four major money center banks provide such quotations, such Prime
Rate shall be calculated by the Calculation Agent and will be the arithmetic
mean of four prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Interest Determination
Date as furnished in The City of New York by the major money center banks that
have provided quotations and by as many substitute banks or trust companies as
necessary, which are organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of at
least U.S. $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent (after
consultation with the Company) to provide such rate or rates; PROVIDED,
HOWEVER, that, if the banks or trust companies selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the interest
rate for the period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in effect on such Interest
Determination Date.

DETERMINATION OF TREASURY RATE. If the Base Rate set forth on the
face hereof is the Treasury Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"TREASURY RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate for the auction of direct obligations of the United
States ("TREASURY BILLS") held on such Interest Determination Date having the
Index Maturity set forth on the face hereof as published in H.15(519) under the
caption "TREASURY-BILLS AUCTION AVERAGE (INVESTMENT)" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the auction average rate for such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the Index Maturity set forth
on the face hereof are not otherwise reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or no such auction is held in a
particular week, the Treasury Rate shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the

<PAGE>
12

arithmetic mean of the secondary market bid rates, as of 3:30 P.M., New York
City time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity set forth on the face hereof; PROVIDED,
HOWEVER, that, if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such Interest Determination Date
will be the interest rate in effect on such Interest Determination Date.

DETERMINATION OF CMT RATE. If the Base Rate set forth on the face
hereof is the CMT Rate, this Security will bear interest for each Interest Reset
Period at the Interest Rate calculated with reference to the CMT Rate and the
Spread, Spread Multiplier, or other formula, if any, set forth on the face
hereof.

Unless otherwise set forth on the face hereof, the "CMT Rate" means,
with respect to any Interest Determination Date pertaining thereto, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the rate for the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index as
published in H.15(519) under the caption "U.S. government securities/Treasury
constant maturities". If such rate is no longer published, or if not published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines (with the concurrence of the Company) to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, reported by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York, for the most recently issued direct
noncallable fixed rate obligations of the United States ("U.S. Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. The three Reference Dealers shall be determined by (i) the
selection of five Reference Dealers by the Calculation Agent (after consultation
with the Company) and (ii) the elimination of the Reference Dealers providing
the highest (or, in the event of equality, one of the highest) and the lowest
(or, in the event of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain three such U.S.
Treasury Note quotations, the interest rate for such Interest Determination Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
reported by three Reference Dealers in The City of New York, selected in the
manner described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity Index
and in an amount of at least $100 million. If only three or four such Reference
Dealers are quoting as described above, then the interest rate shall be based on
the arithmetic mean of the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the interest rate shall be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the U.S. Treasury Note with the shorter remaining term to maturity shall be
used.

"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page set forth on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying treasury
constant maturities as reported in H.15(519)). If no such page is so specified,
the Designated CMT Telerate Page shall be 7052 for the most recent week.

"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities specified on the face hereof with
respect to which the CMT Rate will be calculated. If no such maturity is so
specified, the Designated CMT Maturity Index shall be 2 years.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.

<PAGE>
13

Section 4. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
until the redemption price is 100% of such amount. The Company may exercise
such option by causing the Trustee to mail a notice of such redemption at least
30 but not more than 60 days prior to the Redemption Date. In the event of
redemption of this Security in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof. If less than all of the Securities with like tenor and
terms to this Security are to be redeemed, the Securities to be redeemed shall
be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. However, if less than all the Securities of the series, of which
this Security is a part, with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole discretion shall select
the particular Securities to be redeemed and shall notify the Trustee in writing
thereof at least 45 days prior to the relevant redemption date.

Section 5. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 45
days prior to an Optional Repayment Date, this Security with the form attached
hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.

Section 6. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

Section 7. DISCOUNT SECURITIES. If this Security (such Security
being referred to as a "DISCOUNT SECURITY") (a) has been issued at an Issue
Price lower, by more than a DE MINIMIS amount (as determined under United
States federal income tax rules applicable to

<PAGE>
14

original issue discount instruments), than the principal amount hereof and (b)
would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the
event of redemption by the Company, repayment at the option of the Holder or
acceleration of the maturity hereof, in lieu of the principal amount due at the
Stated Maturity Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption, repayment or
acceleration. The "AMORTIZED FACE AMOUNT" of this Security shall be the
amount equal to the sum of (a) the Issue Price (as set forth on the face hereof)
plus (b) the aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated redemption price at
maturity" of this Security within the meaning of Section 1273(a)(2) of the
Internal Revenue Code of 1986, as amended (the "CODE"), whether denominated as
principal or interest, over the Issue Price of this Security) which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Security to the
date of determination, minus (c) any amount considered as part of the "stated
redemption price at maturity" of this Security which has been paid on this
Security from the date of issue to the date of determination.

Section 8. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities at the time, on behalf of the
Holders of all Outstanding Securities, to waive compliance by the Company with
certain provisions of the Indenture. Provisions in the Indenture also permit
the Holders of not less than a majority in principal amount of all Outstanding
Securities of any series to waive on behalf of all of the Holders of Securities
of such series certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.

The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Currency herein prescribed.

<PAGE>
15

Section 9. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.

Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise provided
on the face hereof, this Security is issuable only in registered form without
coupons in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. If this Security is denominated in a Specified
Currency other than U.S. Dollars or is a Discount Security, this Security shall
be issuable in the denominations set forth on the face hereof.

Section 11. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

If the registered owner of this Security is the Depository (such a
Security being referred to as a "Global Security") and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to
the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in this
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

<PAGE>
16

Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

Section 13. DEFINED TERMS. All terms used in this Security which
are defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "REPAYMENT DATE" first occurring after the date
of receipt of the within Security as specified below, at a Repayment Price equal
to 100% of the principal amount thereof, together with interest thereon accrued
to the Repayment Date, to the undersigned at:

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

- --------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

If less than the entire principal amount of the within Security is
to be repaid, specify the denomination(s) of the Security(ies) to be issued for
the unpaid amount ($1,000 or any integral multiple of $1,000; PROVIDED that
any remaining principal amount of this Security shall not be less than the
minimum denomination of such Security): $
--------
Dated:
--------------------
--------------------------------------------
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Security
in every particular without alterations or
enlargement or any change whatsoever.

<PAGE>

-------------
ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- -------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- -------------------------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint

Attorney
- ----------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated
---------------

SIGNATURE GUARANTEED:
----------------------------------

------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change whatsoever.

<PAGE>

DRAFT
06/13/94 (EXHIBIT 4.5)

[FACE OF NOTE]

CUSIP NO.

REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FL -

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FLOATING RATE)

Due from 9 Months to 30 Years from Date of Issue

If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "DEPOSITORY") or a nominee of the Depository, this
Security is a Global Security and the following two legends apply:

<PAGE>

<TABLE>
<CAPTION>
ISSUE PRICE:

<S> <C>
ORIGINAL ISSUE DATE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

STATED MATURITY DATE: OPTIONAL REPAYMENT DATE[S]:

BASE RATE: OPTIONAL REDEMPTION: [ ] YES [ ] NO
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other

INITIAL INTEREST RATE: INITIAL REDEMPTION DATE:

INDEX MATURITY: INITIAL REDEMPTION PERCENTAGE:

SPREAD (PLUS OR MINUS): ANNUAL REDEMPTION PERCENTAGE REDUCTION:

SPREAD MULTIPLIER: MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:

CALCULATION AGENT: SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO

Foreign Currency:

CALCULATION DATE: OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
[ ] YES [ ] NO

SINKING FUND:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST DETERMINATION DATE: EXCHANGE RATE AGENT:

INTEREST RESET PERIOD: REFERENCE BANKS:

INTEREST RESET DATES: ADDITIONAL AMOUNTS:

INTEREST PAYMENT PERIOD: DEFEASANCE: [ ] YES [ ] NO

INTEREST PAYMENT DATES: COVENANT DEFEASANCE: [ ] YES [ ] NO

<PAGE>

TOTAL AMOUNT OF OID: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO

INITIAL ACCRUAL PERIOD OID: OPTIONAL INTEREST RATE RESET DATES:

YIELD TO MATURITY: OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:
</TABLE>

<PAGE>

___________________________________, or registered assigns, in the Specified
Currency on the Stated Maturity Date shown above (except to the extent redeemed
or repaid prior to the Stated Maturity Date), the principal sum of _______, plus
or minus an amount determined by the Determination Agent (as defined below) in
accordance with the formula set forth below, and to pay interest on the Face
Amount as described below and on the reverse hereof.

If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date (as defined
below) shall equal:

Spot Rate - Base Exchange Rate)
-------------------------------
Face Amount + (Face Amount x Spot Rate

If the Base Exchange Rate exceeds the Spot Rate, the principal amount
of this Security payable on the Maturity Date shall equal:

Base Exchange Rate - Spot Rate)
------------------------------
Face Amount - (Face Amount x Spot Rate

; PROVIDED, HOWEVER, that in no event shall such principal amount be less than
zero.

In making the above calculations, the (i) "BASE EXCHANGE RATE" is the
exchange rate specified as such above and (ii) "SPOT RATE" is the rate at which
the Specified Currency can be exchanged for the Indexed Currency (such rate
stated as units of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the Maturity Date (the
"DETERMINATION DATE") by the Determination Agent based upon the arithmetic mean
of the open market spot offer quotations for such Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the Determination Agent from
the Reference Dealers in The City of New York at 11:00 A.M., New York City time,
on the Determination Date, for an amount of Indexed Currency equal to the Face
Amount of this Security multiplied by the Base Exchange Rate, in terms of the
Specified Currency for settlement on the Maturity Date. If such quotations from
the Reference Dealers are not available on the Determination Date due to
circumstances beyond the control of the Company or the Determination Agent, the
Spot Rate will be determined on the basis of the most

<PAGE>

The Company shall pay interest on the Face Amount hereof at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 15 and September 15 of each year (unless
other Interest Payment Dates are shown on the face hereof) (each, an "INTEREST
PAYMENT DATE") until the principal hereof is paid or made available for payment
and on the Stated Maturity Date, any Redemption Date or Repayment Date (such
terms are together hereinafter referred to as the "MATURITY DATE" with respect
to the principal repayable on such date); PROVIDED, HOWEVER, that any payment of
principal (or premium, if any) or interest, if any, to be made on any Interest
Payment Date or on the Maturity Date that is not a Business Day (as defined
below) shall be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date or the Maturity Date, as the
case may be, and no additional interest shall accrue on the amount so payable as
a result of such delayed payment. For purposes of this Security, unless
otherwise specified on the face hereof, "BUSINESS DAY" means any day that is not
a Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are generally authorized or obligated by law or executive
order to close; PROVIDED that, if the Specified Currency or the Indexed Currency
shown above is other than U.S. dollars, such day is also not a day on which
banking institutions are generally authorized or obligated by law or executive
order to close in the city which is the principal financial center of the
country or countries of such Currency (or, in the case of Notes denominated in
European Currency Units ("ECU"), Brussels).

Interest hereon is accrued from, and including, the next preceding
Interest Payment Date in respect of which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest has
been paid) to, but excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the person (the
"HOLDER") in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date (unless other Regular Record Dates are specified on the face hereof) (each,
a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to
such Regular Record Date, interest for the period beginning on the

<PAGE>

Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder hereof on such next succeeding Regular Record Date; and
PROVIDED FURTHER that interest payable on the Maturity Date will be payable to
the person to whom the principal hereof shall be payable. Any such interest not
so punctually paid or duly provided for ("DEFAULTED INTEREST") will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the
"SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be fixed by
the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.

In the event of an official redenomination of the Specified Currency,
the obligations of the Company with respect to payments on this Security shall
be deemed, immediately following such redenomination, to provide for
payment of that amount of

<PAGE>

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any
election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor. Unless otherwise
specified above, the principal hereof (and premium, if any) and interest hereon
payable on the Maturity Date will be paid in immediately available funds upon
surrender of this Security at the office of the Trustee maintained for that
purpose in the Borough of Manhattan, The City and State of New York (or at such
other location as may be specified above). The Company will pay any
administrative costs imposed by banks in making payments in immediately
available funds but, except as otherwise provided under Additional Amounts
above, any tax, assessment or governmental charge imposed upon payments will be
borne by the Holders of the Securities in respect of which such payments are
made.

Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK By: ____________________________________
(NATIONAL ASSOCIATION),
as Trustee

By: ______________________ Attest: ________________________________
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C

Section 1. GENERAL. This Security is one of a duly authorized issue
of securities (herein called the "SECURITIES") of the Company, issued and to be
issued in one or more series under an indenture, dated as of ___________, 199_,
as it may be supplemented from time to time (herein called the "INDENTURE"),
between the Company and The Chase Manhattan Bank (National Association), Trustee
(herein called the "TRUSTEE", which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto, reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof which is unlimited in aggregate principal amount.

Section 2. PAYMENTS. If the Specified Currency is other than U.S.
dollars and the Holder hereof fails to elect payment in such Specified Currency,
the amount of U.S. dollar payments to be made in respect hereof will be
determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "EXCHANGE RATE AGENT") based on the bid quotation in The
City of New York at approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date by the Exchange Rate Agent
for the purchase by the Exchange Rate Agent of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Securities denominated in a Foreign
Currency scheduled to receive U.S. dollar payments and at which the Exchange
Rate Agent commits to execute a contract. If such bid quotation is not
available, payments will be made in such Specified Currency.

<PAGE>

If payment on this Security is required to be made in ECU and ECU is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or is no longer used in the European Monetary
System, all payments due on that due date with respect to this Security shall be
made in U.S. dollars. The amount so payable on any date in ECU shall be
converted into U.S. dollars, at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis. The component currencies of the ECU for this purpose (the
"COMPONENTS") shall be the currency amounts which were Components of the ECU as
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate, or as otherwise indicated
above.

If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies, each of which shall have a
value on the date of division equal to the amount of the former Component
divided by the number of currencies into which that currency was divided.

All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided that
any determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security, and the Exchange Rate Agent shall have no liability therefor.

Section 3. INTEREST RATE CALCULATIONS. Unless otherwise set forth on
the face hereof, the following provisions of this Section 3 shall apply to the
calculation of interest on this Security. If the first Interest Reset Date is
later than the Original Issue Date, this Security will bear interest from its
Original Issue Date to the first Interest Reset Date at the Initial Interest
Rate set forth on the face hereof. Thereafter, the interest rate hereon for
each Interest Reset Period (as defined below) will be determined by reference to
the Base Rate set

<PAGE>

forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or
other formula, if any, set forth on the face hereof.

As set forth on the face hereof, this Security may also have either or
both of the following: (i) a maximum limitation, or ceiling, on the rate at
which interest may accrue during any Interest Period (as defined below)
("MAXIMUM INTEREST RATE"); and (ii) a minimum limitation, or floor, on the rate
at which interest may accrue during any Interest Period ("MINIMUM INTEREST
RATE"). In addition to any Maximum Interest Rate that may be set forth on the
face hereof, the interest rate on this Security will in no event be higher than
the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.

The rate of interest hereon will be reset daily, weekly, monthly,
quarterly, semi-annually or annually or at another interval (each, an "INTEREST
RESET PERIOD"), as set forth on the face hereof. The date or dates on which
interest will be reset (each, an "INTEREST RESET DATE") will be, if this
Security resets (i) daily, each Business Day; (ii) weekly, the Wednesday of each
week (unless the Base Rate set forth on the face hereof is the Treasury Rate);
weekly and if the Base Rate set forth on the face hereof is the Treasury Rate,
the Tuesday of each week (except as provided below); (iii) monthly, the third
Wednesday of each month; (iv) quarterly, the third Wednesday of March, June,
September and December of each year; (v) semi-annually, the third Wednesday of
the two months set forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; PROVIDED, HOWEVER, that
(a) if the first Interest Reset Date is later than the Original Issue Date, the
interest rate in effect from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate as set forth on the face hereof and
(b) the interest rate in effect for the ten days immediately prior to the
Maturity Date will be that in effect on the tenth day preceding the Maturity
Date. If the Base Rate set forth on the face hereof is the Treasury Rate and a
Treasury auction shall fall on the Interest Reset Date for this Security, then
such Interest Reset Date shall instead be the first Business Day immediately
following such Treasury auction. If any Interest Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be the next
succeeding Business Day, except that, if the Base Rate set forth on the face
hereof is LIBOR, if such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day.

The interest payable hereon on each Interest Payment Date and on the
Maturity Date shall be the amount of interest accrued from and including the
Original Issue Date or the last Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the case may be,
PROVIDED, HOWEVER, that, if the interest rate is reset daily or weekly, interest
payable on any Interest Payment Date will be the amount of interest accrued from
and including the Original Issue Date or from but excluding the last Regular

<PAGE>

Interest will be payable on, if this Security resets (i) daily, weekly
or monthly, the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as set forth on the face
hereof; (ii) quarterly, the third Wednesday of March, June, September and
December of each year; (iii) semi-annually, the

<PAGE>

If the Base Rate set forth on the face hereof is the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate or the Prime Rate, the
"INTEREST DETERMINATION DATE" pertaining to an Interest Reset Date for this
Security will be the second Business Day next preceding such Interest Reset
Date; if the Base Rate set forth on the face hereof is LIBOR, the "INTEREST
DETERMINATION DATE" pertaining to an Interest Reset Date for this Security will
be the second London Banking Day next preceding such Interest Reset Date; and if
the Base Rate set forth on the face hereof is the Treasury Rate, the "INTEREST
DETERMINATION DATE" pertaining to an Interest Reset Date for this Security will
be the day of the week in which such Interest Reset Date falls on which Treasury
bills (as defined below) are auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week.

Unless otherwise set forth on the face hereof, the "CALCULATION DATE",
where applicable, pertaining to an Interest Determination Date is the earlier of
(i) the tenth calendar day after such Interest Determination Date, or if any
such day is not a Business Day, the next succeeding Business Day and (ii) the
Business Day immediately preceding the applicable Interest Payment Date or the
Maturity Date, as the case may be.

The Company will appoint and enter into an agreement with an agent (a
"CALCULATION AGENT") to calculate the rate of interest on the Securities of this
series which bear interest at a floating rate. Unless otherwise set forth on
the face hereof, The Chase Manhattan Bank (National Association) will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date.

<PAGE>

the "CD RATE" means, with respect to any Interest Determination Date pertaining
thereto, the rate on such date for negotiable certificates of deposit having the
Index Maturity set forth on the face hereof as published in "STATISTICAL RELEASE
H.15(519), SELECTED INTEREST RATES", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs
(SECONDARY MARKET)" or, if not yet published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity set forth on the face hereof
as published in the daily statistical release entitled "COMPOSITE 3:30 P.M.
QUOTATIONS FOR U.S. GOVERNMENT SECURITIES" or any successor publication
published by the Federal Reserve Bank of New York ("COMPOSITE QUOTATIONS") under
the caption "CERTIFICATES OF DEPOSIT". If by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date such rate is
not yet published in either H.15(519) or Composite Quotations, the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on such Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent (after consultation with
the Company) for negotiable certificates of deposit of major United States money
market banks of the highest credit standing (in the market for negotiable
certificates of deposit) having a remaining maturity closest to the Index
Maturity set forth on the face hereof in a denomination of U.S. $5,000,000;
PROVIDED, HOWEVER, that, if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such Interest
Determination Date will be the interest rate in effect on such Interest
Determination Date.

DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate set forth on
the face hereof is the Commercial Paper Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread, Spread Multiplier or other formula ,
if any, set forth on the face hereof. Unless otherwise set forth on the face
hereof, the "COMMERCIAL PAPER RATE" means, with respect to any Interest
Determination Date pertaining thereto, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity set forth on the face hereof, as such rate shall be published in
H.15(519) under the caption "COMMERCIAL PAPER" or, if not yet published by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Commercial Paper Rate shall be the Money Market
Yield of the rate on such Interest Determination Date for commercial paper
having the Index Maturity set forth on the face hereof as published in Composite
Quotations under the caption "COMMERCIAL PAPER". If by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date
such rate is not yet published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate on such Interest Determination Date shall be calculated by
the Calculation Agent and shall be

<PAGE>

the Money Market Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Interest Determination Date of three leading
dealers in commercial paper in The City of New York selected by the Calculation
Agent (after consultation with the Company) for commercial paper having the
Index Maturity set forth on the face hereof placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally recognized
securities rating agency; PROVIDED, HOWEVER, that, if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

"MONEY MARKET YIELD" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

MONEY MARKET YIELD = D x 360 x 100
----------------
360 - (D x M)

DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate set forth on
the face hereof is the Federal Funds Rate, this Security will bear interest for
each Interest Reset Period at the interest rate calculated with reference to the
Federal Funds Rate and the Spread, Spread Multiplier or other formula, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof,
the "FEDERAL FUNDS RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate on such date for federal funds as published in
H.15(519) under the caption "FEDERAL FUNDS (EFFECTIVE)" or, if not yet published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Federal Funds Rate will be the rate on such
Interest Determination Date as published in Composite Quotations under the
caption "FEDERAL FUNDS/EFFECTIVE RATE". If by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date such rate is
not yet published in either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight federal funds arranged by three leading dealers of federal funds
transactions in The City of New York, which dealers have been selected by the
Calculation Agent (after consultation with the Company), as of 9:00 A.M.,
New York City time, on such Interest Determination Date; PROVIDED, HOWEVER,
that, if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such Interest Determination Date
will be the interest rate in effect on such Interest Determination Date.

<PAGE>

DETERMINATION OF LIBOR. If the Base Rate set forth on the face hereof
is LIBOR, this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBOR and the Spread, Spread
Multiplier or other formula, if any, set forth on the face hereof. With respect
to Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, "LIBOR" means the rate
determined by the Calculation Agent in accordance with the following provisions:

(i) If USD-LIBOR-Reuters is specified on the face hereof for a LIBOR
Note as the method for determining LIBOR, with respect to an Interest
Determination Date for such LIBOR Note, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having the Index
Maturity set forth on the face hereof, commencing on the second London
Banking Day immediately following such Interest Determination Date, which
appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on
such Interest Determination Date. "REUTERS SCREEN LIBO PAGE" means the
display designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major
banks). If at least two such offered rates appear on the Reuters Screen
LIBO Page, LIBOR for such Interest Determination Date will be the
arithmetic mean of such offered rates as determined by the Calculation
Agent. If fewer than two offered rates appear, LIBOR in respect of such
Interest Determination Date will be determined as described in (iii) below.

(ii) If USD-LIBOR-Telerate is specified on the face hereof for a
LIBOR Note as the method for determining LIBOR, with respect to an Interest
Determination Date for such LIBOR Note, or if no other method is specified
on the face hereof as the method for determining LIBOR with respect hereto,
LIBOR will be the rate for deposits in U.S. dollars having the Index
Maturity designated on the face hereof, commencing on the second London
Banking Day immediately following such Interest Determination Date, which
appears on Telerate Page 3750 as of 11:00 A.M., London time, on such
Interest Determination Date. "Telerate Page 3750" means the display page
so designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service, or such other service as may be
nominated as the information vendor, for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on
Telerate Page 3750, LIBOR for such Interest Determination Date will be
determined as described in (iii) below.

(iii) With respect to an Interest Determination Date on which, if USD-
LIBOR-Reuters is the applicable method for determining LIBOR and fewer than
two offered rates appear on the Reuters Screen LIBO Page as specified in
(i) above or if USD-LIBOR-Telerate is the applicable method for determining
LIBOR and no rate

<PAGE>

appears on Telerate Page 3750 as specified in (ii) above, then LIBOR will
be determined on the basis of the rate at which deposits in U.S. dollars
are offered by four major banks in the London interbank market, which banks
have been selected by the Calculation Agent (after consultation with the
Company) (the "REFERENCE BANKS"), at approximately 11:00 A.M., London time,
on such Interest Determination Date commencing on the second London Banking
Day immediately following such Interest Determination Date to prime banks
in the London interbank market having the Index Maturity set forth on the
face hereof and in a principal amount equal to an amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal
London office of each of such Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean of the rates
quoted by three major banks in The City of New York (which banks have been
selected by the Calculation Agent after consultation with the Company) at
approximately 11:00 A.M., New York City time, on such Interest
Determination Date for loans in U.S. dollars to leading European banks,
having the Index Maturity set forth on the face hereof commencing on the
second London Banking Day immediately following such Interest Determination
Date and in a principal amount equal to an amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time; PROVIDED, HOWEVER, that, if the banks in The City of
New York selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the interest rate for the period commencing on
the Interest Reset Date following such Interest Determination Date will be
the interest rate in effect on such Interest Determination Date.

If this Security is indexed to the London interbank offered rate for
deposits in a Currency other than U.S. dollars, the method for determining such
rate will be set forth on the face hereof.

DETERMINATION OF PRIME RATE. If the Base Rate set forth on the face
hereof is the Prime Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Prime Rate
and the Spread, Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the "PRIME RATE"
means, with respect to any Interest Determination Date pertaining thereto, the
rate on such date as published in H.15(519) under the caption "Bank prime loan"
or, if not yet published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank named on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate

<PAGE>

or base lending rate as in effect for such Interest Determination Date. "REUTERS
SCREEN NYMF PAGE" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Service (such term to include such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks). If fewer than four such rates
appear on the Reuters Screen NYMF Page for such Interest Determination Date, the
Prime Rate shall be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than four major money center banks provide such quotations, such Prime
Rate shall be calculated by the Calculation Agent and will be the arithmetic
mean of four prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Interest Determination
Date as furnished in The City of New York by the major money center banks that
have provided quotations and by as many substitute banks or trust companies as
necessary, which are organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of at
least U.S. $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent (after
consultation with the Company) to provide such rate or rates; PROVIDED, HOWEVER,
that, if the banks or trust companies selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such Interest
Determination Date will be the interest rate in effect on such Interest
Determination Date.

DETERMINATION OF TREASURY RATE. If the Base Rate set forth on the
face hereof is the Treasury Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"TREASURY RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate for the auction of direct obligations of the United
States ("TREASURY BILLS") held on such Interest Determination Date having the
Index Maturity set forth on the face hereof as published in H.15(519) under the
caption "TREASURY-BILLS AUCTION AVERAGE (INVESTMENT)" or, if not yet published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the auction average rate for such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the Index Maturity set forth
on the face hereof are not otherwise reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or no such auction is held in a
particular week, the Treasury Rate shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the

<PAGE>

arithmetic mean of the secondary market bid rates, as of 3:30 P.M., New York
City time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity set forth on the face hereof; PROVIDED,
HOWEVER, that, if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such Interest Determination Date
will be the interest rate in effect on such Interest Determination Date.

Unless otherwise set forth on the face hereof, the "CMT Rate" means,
with respect to any Interest Determination Date pertaining thereto, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the rate for the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index as
published in H.15(519) under the caption "U.S. government securities/Treasury
constant maturities." If such rate is no longer published, or if not published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines (with the concurrence of the Company) to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, reported by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York, for the most recently issued direct
noncallable fixed rate obligations of the United States ("U.S. Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. The three Reference Dealers shall be determined by (i) the
selection of five Reference Dealers by the Calculation Agent (after consultation
with the Company) and (ii) the elimination of the Reference Dealers providing
the highest (or, in the event of equality, one of the highest) and the lowest
(or, in the event of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain three such U.S.
Treasury Note quotations, the interest rate for such Interest Determination Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
reported by three Reference Dealers in The City of New York, selected in the
manner described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity Index
and in an amount of at least $100 million. If only three or four such Reference
Dealers are quoting as described above, then the interest rate shall be based on
the arithmetic mean of the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the interest rate shall be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the U.S. Treasury Note with the shorter remaining term to maturity shall be
used.

"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page set forth on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying treasury
constant maturities as reported in H.15(519)). If no such page is so specified,
the Designated CMT Telerate Page shall be 7052 for the most recent week.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to the
currency of the United States of America.

<PAGE>

Section 4. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments equal to the Minimum Redemption Amount (provided that any
remaining principal amount of this Security shall not be less than the minimum
authorized denomination hereof) on or after the date designated as the Initial
Redemption Date on the face hereof at 100% of the unpaid principal amount hereof
or the portion thereof redeemed (or, if this Security is a Discount Security,
such lesser amount as is provided for below) multiplied by the Initial
Redemption Percentage specified on the face hereof, together with accrued
interest to the Redemption Date. Such Initial Redemption Percentage shall
decline at each anniversary of the Initial Redemption Date by an amount equal to
the Annual Redemption Percentage Reduction until the redemption price is 100% of
such amount. The Company may exercise such option by causing the Trustee to
mail a notice of such redemption at least 30 but not more than 60 days prior to
the Redemption Date. In the event of redemption of this Security in part only,
a new Security or Securities for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof. If less than all
of the Securities with like tenor and terms to this Security are to be redeemed,
the Securities to be redeemed shall be selected by the Trustee by such method as
the Trustee shall deem fair and appropriate. However, if less than all the
Securities of the series, of which this Security is a part, with differing issue
dates, interest rates and stated maturities are to be redeemed, the Company in
its sole discretion shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date.

Section 5. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 45
days prior to an Optional Repayment Date, this Security with the form attached
hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any tender of this
Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.

Section 6. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

Section 7. DISCOUNT SECURITIES. If this Security, (such a Security
being referred to as a "DISCOUNT SECURITY") (a) has been issued at an Issue
Price lower, by more than a DE MINIMIS amount (as determined under United States
federal income tax rules

<PAGE>

applicable to original issue discount instruments), than the principal amount
hereof and (b) would be considered an original issue discount security for
United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity Date hereof, shall be the Amortized Face
Amount (as defined below) of this Security as of the date of such redemption,
repayment or acceleration. The "AMORTIZED FACE AMOUNT" of this Security shall
be the amount equal to the sum of (a) the Issue Price (as set forth on the face
hereof) plus (b) the aggregate of the portions of the original issue discount
(the excess of the amounts considered as part of the "stated redemption price at
maturity" of this Security within the meaning of Section 1273(a)(2) of the
Internal Revenue Code of 1986, as amended (the "CODE"), whether denominated as
principal or interest, over the Issue Price of this Security) which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Security to the
date of determination, minus (c) any amount considered as part of the "stated
redemption price at maturity" of this Security which has been paid on this
Security from the date of issue to the date of determination.

Section 8. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in
principal amount of Outstanding Securities affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all Outstanding
Securities of any series to waive on behalf of all of the Holders of Securities
of such series certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.

The Securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the
Currency herein prescribed.

<PAGE>

Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without
coupons in denominations of (i) if this Security is a Global Security (as
defined below), $100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global Security, in
denominations of $25,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.

Section 11. REGISTRATION OF TRANSFER. As provided in the Indenture
and subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security forms a part, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

If the registered owner of this Security is the Depository (such a
Security being referred to as a "Global Security"), and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to
the Company, or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time, and in its sole discretion, determine not
to have Securities represented by a Global Security and, in such event, will
issue Securities in certificated form in exchange in whole for this Global
Security. In any such instance, an owner of a beneficial interest in this
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $25,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

<PAGE>

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Section 12. EVENTS OF DEFAULT. If an Event of Default with respect
to the Securities of the series of which this Security forms a part shall have
occurred and be continuing, the principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture.

Section 13. DEFINED TERMS. All terms used in this Security which are
defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 14. GOVERNING LAW. This Security shall be governed by and
construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company
to repay this Security (or the portion thereof specified below), pursuant to its
terms, on the Optional Repayment Date first occurring after the date of receipt
of the within Security as specified below (the "REPAYMENT DATE"), at a Repayment
Price equal to 100% of the principal amount thereof, together with interest
thereon accrued to the Repayment Date, to the undersigned at:

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

- -----------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH
THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT LEAST 30 BUT
NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH REPAYMENT DATE IS
NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE COMPANY AT ITS
OFFICE OR AGENCY IN THE CITY OF NEW YORK, WHICH WILL BE LOCATED INITIALLY AT THE
OFFICE OF THE TRUSTEE AT 4 CHASE METROTECH CENTER, BROOKLYN, NEW YORK 11245.

Dated: __________

____________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the within
Security in every particular without alterations or enlargement
or any change whatsoever.

<PAGE>

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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
................................
(State)

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
| |
| |
- --------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- --------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint

- ----------------------------------------------------------------------- Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated ___________________________________

SIGNATURE GUARANTEED: _____________________________________________

_________________________________________

----------------------------------------
NOTICE: The signature to this
assignment must correspond with the name
as it appears upon the face of the
within Security in every particular,
without alteration or enlargement or any
change whatsoever.

<PAGE>

Exhibit 4.7

14813/NYL4
[MTN]

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

DEERE & COMPANY

CHEMICAL BANK,

TRUSTEE

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

Indenture

Dated as of , 199
----- --

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

Providing for the Issuance

Subordinated Debt Securities

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

<PAGE>

DEERE & COMPANY

Reconciliation and tie between Trust Indenture
Act of 1939 and Indenture, dated as of , 199
------ --

TRUST INDENTURE ACT SECTION INDENTURE SECTION

Section 310(a)(1). . . . . . . . . . . . . . . . . . . 607(a)

(a)(2). . . . . . . . . . . . . . . . . . . 607(a)

(b) . . . . . . . . . . . . . . . . . . . . 607(b), 608

Section 312(c) . . . . . . . . . . . . . . . . . . . . 701

Section 314(a) . . . . . . . . . . . . . . . . . . . . 703

(a)(4). . . . . . . . . . . . . . . . . . . 1005

(c)(1). . . . . . . . . . . . . . . . . . . 102

(c)(2). . . . . . . . . . . . . . . . . . . 102

(e) . . . . . . . . . . . . . . . . . . . . 102

Section 315(b) . . . . . . . . . . . . . . . . . . . . 601

Section 316(a) (last sentence) . . . . . . . . . . . . 101

("Outstanding")

(a)(1)(A) . . . . . . . . . . . . . . . . . 502, 512

(a)(1)(B) . . . . . . . . . . . . . . . . . 513

(b) . . . . . . . . . . . . . . . . . . . . 508

Section 317(a)(1). . . . . . . . . . . . . . . . . . . 503

(a)(2). . . . . . . . . . . . . . . . . . . 504

Section 318(a) . . . . . . . . . . . . . . . . . . . . 111

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

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

<PAGE>

TABLE OF CONTENTS

Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . 1
Act. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . 2
Bearer Security. . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . 3
Company. . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request and COMPANY ORDER. . . . . . . . . . . . 3
Conversion Date. . . . . . . . . . . . . . . . . . . . . 3
Conversion Event . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . 4
corporation. . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . 4
Currency . . . . . . . . . . . . . . . . . . . . . . . . 4
Default. . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . 4
Dollar or $. . . . . . . . . . . . . . . . . . . . . . . 4
ECU. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Election Date. . . . . . . . . . . . . . . . . . . . . . 4
Euroclear. . . . . . . . . . . . . . . . . . . . . . . . 4
European Communities . . . . . . . . . . . . . . . . . . 4
European Monetary System . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . 4
Exchange Rate Agent. . . . . . . . . . . . . . . . . . . 4
Exchange Rate Officer's Certificate. . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . . . 5

<PAGE>
ii

Page

Government Obligations . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture. . . . . . . . . . . . . . . . . . . . . . . . 5
Indexed Security . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date. . . . . . . . . . . . . . . . . . 6
Market Exchange Rate . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate. . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . . . 7
Outstanding. . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . 9
Predecessor Security . . . . . . . . . . . . . . . . . . 9
Redemption Date. . . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . . . 9
Registered Security. . . . . . . . . . . . . . . . . . . 9
Regular Record Date. . . . . . . . . . . . . . . . . . . 9
Repayment Date . . . . . . . . . . . . . . . . . . . . . 9
Repayment Price. . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer. . . . . . . . . . . . . . . . . . . 9
Security or SECURITIES . . . . . . . . . . . . . . . . . 10
Security Register and SECURITY REGISTRAR . . . . . . . . 10
Senior Indebtedness. . . . . . . . . . . . . . . . . . . 10
Special Record Date. . . . . . . . . . . . . . . . . . . 10
Stated Maturity. . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act or TIA . . . . . . . . . . . . . . . 10
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 10
United States. . . . . . . . . . . . . . . . . . . . . . 11
United States person . . . . . . . . . . . . . . . . . . 11
Valuation Date . . . . . . . . . . . . . . . . . . . . . 11
Yield to Maturity. . . . . . . . . . . . . . . . . . . . 11
SECTION 102. Compliance Certificates and Opinions . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee . . . . . 12
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . 12
SECTION 105. Notices, etc., to Trustee and Company. . . . . . 14
SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . 14
SECTION 107. Effect of Headings and Table of Contents . . . . 15
SECTION 108. Successors and Assigns . . . . . . . . . . . . . 15

<PAGE>

iii

Page

SECTION 109. Separability Clause. . . . . . . . . . . . . . . 15
SECTION 110. Benefits of Indenture. . . . . . . . . . . . . . 15
SECTION 111. Governing Law. . . . . . . . . . . . . . . . . . 16
SECTION 112. Legal Holidays . . . . . . . . . . . . . . . . . 16

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities. . . . . . . . . . . . . . . 16
SECTION 202. Form of Trustee's Certificate of Authentication. 17
SECTION 203. Securities Issuable in Global Form . . . . . . . 17

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . 18
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . 22
SECTION 303. Execution, Authentication, Delivery and Dating . 22
SECTION 304. Temporary Securities . . . . . . . . . . . . . . 24
SECTION 305. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . 27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities 30
SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. . . . . . . . . . . . . 31
SECTION 308. Optional Extension of Maturity . . . . . . . . . 34
SECTION 309. Persons Deemed Owners. . . . . . . . . . . . . . 35
SECTION 310. Cancellation . . . . . . . . . . . . . . . . . . 36
SECTION 311. Computation of Interest. . . . . . . . . . . . . 36
SECTION 312. Currency and Manner of Payments in Respect of
Securities . . . . . . . . . . . . . . . . . . . 37
SECTION 313. Appointment and Resignation of Successor Exchange
Rate Agent . . . . . . . . . . . . . . . . . . . 40
SECTION 314. CUSIP Numbers. . . . . . . . . . . . . . . . . . 41

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . . . . 41
SECTION 402. Application of Trust Funds . . . . . . . . . . . 43

<PAGE>

ARTICLE FIVE

REMEDIES

Page

SECTION 501. Events of Default. . . . . . . . . . . . . . . . 43
SECTION 502. Acceleration of Maturity; Rescission and
Annulment. . . . . . . . . . . . . . . . . . . . 44
SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . 45
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . 46
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons. . . . . . . . . . . . . . 47
SECTION 506. Application of Money Collected . . . . . . . . . 47
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . 48
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . 48
SECTION 509. Restoration of Rights and Remedies . . . . . . . 49
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . 49
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . 49
SECTION 512. Control by Holders of Securities . . . . . . . . 49
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . 50
SECTION 514. Waiver of Stay or Extension Laws . . . . . . . . 50

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults . . . . . . . . . . . . . . . 50
SECTION 602. Certain Rights of Trustee. . . . . . . . . . . . 51
SECTION 603. Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . 52
SECTION 604. May Hold Securities. . . . . . . . . . . . . . . 52
SECTION 605. Money Held in Trust. . . . . . . . . . . . . . . 52
SECTION 606. Compensation and Reimbursement . . . . . . . . . 53
SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests. . . . . . . . . . . . . . 53
SECTION 608. Resignation and Removal; Appointment of
Successor. . . . . . . . . . . . . . . . . . . . 54
SECTION 609. Acceptance of Appointment by Successor . . . . . 55
SECTION 610. Merger, Conversion, Consolidation or Succession
to Business. . . . . . . . . . . . . . . . . . . 56
SECTION 611. Appointment of Authenticating Agent. . . . . . . 57

<PAGE>

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Page

SECTION 701. Disclosure of Names and Addresses of Holders . . 58
SECTION 702. Reports by Trustee . . . . . . . . . . . . . . . 59
SECTION 703. Reports by Company . . . . . . . . . . . . . . . 59
SECTION 704. Calculation of Original Issue Discount . . . . . 59

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. Company May Consolidate, etc., Only on Certain
Terms. . . . . . . . . . . . . . . . . . . . . . 60
SECTION 802. Successor Person Substituted . . . . . . . . . . 60

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of
Holders. . . . . . . . . . . . . . . . . . . . . 61
SECTION 902. Supplemental Indentures with Consent of Holders. 62
SECTION 903. Execution of Supplemental Indentures . . . . . . 64
SECTION 904. Effect of Supplemental Indentures. . . . . . . . 64
SECTION 905. Conformity with Trust Indenture Act. . . . . . . 64
SECTION 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . . . . . . . . . . 64
SECTION 907. Effect on Senior Indebtedness. . . . . . . . . . 64

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest. . . 64
SECTION 1002. Maintenance of Office or Agency . . . . . . . . 65
SECTION 1003. Money for Securities Payments to Be Held in
Trust . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1004. Additional Amounts. . . . . . . . . . . . . . . 68
SECTION 1005. Statement as to Compliance. . . . . . . . . . . 69
SECTION 1006. Waiver of Certain Covenants . . . . . . . . . . 69

<PAGE>

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Page

SECTION 1101. Applicability of Article. . . . . . . . . . . . 69
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . 69
SECTION 1103. Selection by Trustee of Securities to Be
Redeemed. . . . . . . . . . . . . . . . . . . . 69
SECTION 1104. Notice of Redemption. . . . . . . . . . . . . . 70
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . 71
SECTION 1106. Securities Payable on Redemption Date . . . . . 72
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . 73

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. . . . . . . . . . . . 73
SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities. . . . . . . . . . . . . . . . . . . 73
SECTION 1203. Redemption of Securities for Sinking Fund . . . 74

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. . . . . . . . . . . . 74
SECTION 1302. Repayment of Securities . . . . . . . . . . . . 74
SECTION 1303. Exercise of Option. . . . . . . . . . . . . . . 75
SECTION 1304. When Securities Presented for Repayment Become
Due and Payable . . . . . . . . . . . . . . . . 75
SECTION 1305. Securities Repaid in Part . . . . . . . . . . . 76

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance. . . . 76
SECTION 1402. Defeasance and Discharge. . . . . . . . . . . . 77
SECTION 1403. Covenant Defeasance . . . . . . . . . . . . . . 77
SECTION 1404. Conditions to Defeasance or Covenant Defeasance 78

<PAGE>

vii

Page

SECTION 1405. Deposited Money and Government Obligations to
Be Held in Trust; Other Miscellaneous
Provisions. . . . . . . . . . . . . . . . . . . 79

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called . . . 81
SECTION 1502. Call, Notice and Place of Meetings. . . . . . . 81
SECTION 1503. Persons Entitled to Vote at Meetings. . . . . . 81
SECTION 1504. Quorum; Action. . . . . . . . . . . . . . . . . 81
SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings . . . . . . . . . . . . 83
SECTION 1506. Counting Votes and Recording Action of Meetings 84

ARTICLE SIXTEEN

SUBORDINATION OF SECURITIES

SECTION 1601. Agreement to Subordinate. . . . . . . . . . . . 84
SECTION 1602. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities . . . 84
SECTION 1603. No Payment on Securities in Event of Default on
Senior Indebtedness . . . . . . . . . . . . . . 86
SECTION 1604. Payments on Securities Permitted. . . . . . . . 86
SECTION 1605. Authorization of Holders to Trustee to Effect
Subordination . . . . . . . . . . . . . . . . . 87
SECTION 1606. Notices to Trustee. . . . . . . . . . . . . . . 87
SECTION 1607. Trustee as Holder of Senior Indebtedness. . . . 87
SECTION 1608. Modifications of Terms of Senior Indebtedness . 88
SECTION 1609. Reliance on Judicial Order or Certificate of
Liquidating Agent . . . . . . . . . . . . . . . 88

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
SIGNATURE AND SEALS. . . . . . . . . . . . . . . . . . . . . . . . . 93
ACKNOWLEDGEMENTS
EXHIBIT A - FORMS OF CERTIFICATION

<PAGE>

INDENTURE, dated as of _____, 199_, between DEERE & COMPANY, a
Delaware corporation (hereinafter called the "Company"), having its principal
office at John Deere Road, Moline, Illinois 61265, and CHEMICAL BANK, a
corporation organized and existing under the laws of the State of New York, as
Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office at
450 West 33rd Street, New York, New York 10001.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes subordinated debt securities (hereinafter called the
"Securities") evidencing its unsecured and subordinated indebtedness, which may
or may not be convertible into or exchangeable for any securities of any Person
(including the Company), and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to bear such rates of interest, to mature at
such times and to have such other provisions as shall be fixed as hereinafter
provided.

This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

<PAGE>

Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles; and

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

Certain terms, used principally in Article Three, Article Five and
Article Six, are defined in those Articles.

"ACT", when used with respect to any Holder, has the meaning specified
in Section 104.

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

"AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

"BEARER SECURITY" means any Security established pursuant to Section
201 which is payable to bearer.

<PAGE>

"BOARD OF DIRECTORS" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

"BUSINESS DAY", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or particular
location are authorized or obligated by law or executive order to close.

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or
its successor.

"CONVERSION DATE" has the meaning specified in Section 312(d).

<PAGE>

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

"COUPON" means any interest coupon appertaining to a Bearer Security.

"CURRENCY" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the ECU issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

"DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 307.

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

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

"ELECTION DATE" has the meaning specified in Section 312(h).

"EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

"EUROPEAN COMMUNITIES" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

"EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

"EVENT OF DEFAULT" has the meaning specified in Article Five.

<PAGE>

"EXCHANGE RATE OFFICER'S CERTIFICATE" means a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant currency or currency unit), payable with respect to
a Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation, signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, 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 or such government which issued
the Foreign Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, 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 or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

"INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Trustee under this instrument, "INDENTURE" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated

<PAGE>

"INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

<PAGE>

currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company not unsatisfactory to the Trustee.

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

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

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

(iii) Securities, except to the extent provided in Sections 1402
and 1403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen; and

(iv) Securities which have been paid pursuant to Section 306
or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant

<PAGE>

to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of (or premium, if any) or interest, if any, on any Securities or
coupons on behalf of the Company.

<PAGE>

"PLACE OF PAYMENT", when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified and as contemplated by Sections 301 and 1002.

"PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

"REDEMPTION DATE", when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

"REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"REGISTERED SECURITY" shall mean any Security which is registered in
the Security Register.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

"REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

"REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

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

<PAGE>

"SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

"SENIOR INDEBTEDNESS" means the principal of (and premium, if any) and
unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed, for money borrowed (other
than the 5-1/2% Convertible Subordinated Debentures due 2001 of the Company and
the indebtedness evidenced by the Securities outstanding on the date hereof or
thereafter created), unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such indebtedness
is not senior or prior in right of payment to the Securities, and (b) renewals,
extensions, modifications and refundings of any such indebtedness. The
Securities are neither senior or prior nor junior or subordinate in right of
payment to the 5-1/2% Convertible Subordinated Debentures due 2001 of the
Company.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

"TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

<PAGE>

"VALUATION DATE" has the meaning specified in Section 312(c).

"YIELD TO MATURITY" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

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

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

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

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

<PAGE>

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
as to such matters are erroneous.

<PAGE>

in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

(b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in any
manner which the Trustee deems reasonably sufficient.

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

<PAGE>

(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Corporate
Trust Department, or

Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to

<PAGE>

Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in The City of New York and in
such other city or cities as may be specified in such Securities on a Business
Day, such publication to be not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication.

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

<PAGE>

successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; PROVIDED that no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

ARTICLE TWO

SECURITIES FORMS

SECTION 201. FORMS OF SECURITIES. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

<PAGE>

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

Chemical Bank, as Trustee

By
-----------------------
Authorized Officer

SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, 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 therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.

<PAGE>

Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL.

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Sixteen.

The Securities shall rank equally and PARI PASSU and may be issued in
one or more series. There shall be established in one or more Board Resolutions
or pursuant to authority granted by one or more Board Resolutions and, subject
to Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

(3) the date or dates, or the method by which such date or dates will
be determined or extended, on which the principal of the Securities of the
series shall be payable;

<PAGE>

(5) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable, any Registered Securities of the series may be surrendered for
registration of transfer, Securities of the series may be surrendered for
exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable,
and where notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

(6) the period or periods within which, the price or prices at which,
the Currency or Currencies in which, and other 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 the option;

(8) if other than denominations of $1,000 and any integral multiple
thereof, the denomination or denominations in which any Registered
Securities of the series shall be issuable and, if other than denominations
of $5,000, the denominations or denominations in which any Bearer
Securities of the series shall be issuable;

(9) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;

<PAGE>

(13) whether the principal of (or premium, if any) or interest, if
any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in one or more Currencies other than that
in which such Securities are denominated or stated to be payable, the
period or periods within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and the time and
manner of determining the exchange rate between the Currency or Currencies,
in which such Securities are denominated or stated to be payable and the
Currency or Currencies in which such Securities are to be paid, in each
case in accordance with, in addition to or in lieu of any of the provisions
of Section 312;

(14) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be
specified;

(15) any deletions from, modifications of or additions to the Events
of Default or covenants (including any deletions from, modifications of or
additions to any of the provisions of Section 1006) of the Company with
respect to Securities of the series, whether or not such Events of Default
or covenants are consistent with the Events of Default or covenants set
forth herein;

(16) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities
and the terms upon which Bearer Securities of the series may be exchanged
for Registered Securities of the series and vice versa (if permitted by
applicable laws and regulations), 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 with
or without coupons and, if so, whether beneficial owners of interests in
any such permanent global Security may exchange such interests for
Securities of such series in certificated form 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

<PAGE>

manner provided in Section 305, and, if Registered Securities of the series are
to be issuable as a global Security, the identity of the depository for such
series;

(17) the date as of which any Bearer Securities of the series and any
temporary global Security representing Outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
Security of the series to be issued;

(18) the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the
extent to which, or the manner in which, any interest payable on a
temporary global Security on an Interest Payment Date will be paid if other
than in the manner provided in Section 304;

(20) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and/or terms
of such certificates, documents or conditions;

(21) whether, under what circumstances and the Currency in which, the
Company will pay Additional Amounts as contemplated by Section 1004 on the
Securities of the series to any Holder who is not a United States person
(including any modification to the definition of such term) in respect of
any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than pay such
Additional Amounts (and the terms of any such option);

(22) the designation of the initial Exchange Rate Agent, if any;

(24) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture or the requirements of
the Trust Indenture Act).

<PAGE>

If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) 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 Securities
of such series.

SECTION 302. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

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

<PAGE>

23
unless otherwise specified with respect to any series of Securities pursuant to
Section 301, a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in Exhibit A-1 to this Indenture
or such other certificate as may be specified with respect to any series of
Securities pursuant to Section 301, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If all the Securities of any series are not to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

(i) an Opinion of Counsel stating,

(a) that the form or forms of such Securities and any coupons
have been established in conformity with the provisions of this
Indenture;

(b) that the terms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture; and

(c) that such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar
laws of general applicability relating to or affecting the enforcement
of creditors' rights, to general equitable principles and to such
other qualifications as such counsel shall conclude do not materially
affect the rights of Holders of such Securities and any coupons; and

<PAGE>

(ii) an Officers' Certificate stating, to the best of the knowledge of
the signers of such certificate, that no Event of Default with respect to
any of the Securities shall have occurred and be continuing.

Notwithstanding the provisions of Section 301 and of this Section 303,
if all the Securities of any series are not to be issued at one time, it shall
not be necessary to deliver an Officers' Certificate otherwise required pursuant
to Section 301 or the Company Order, Opinion of Counsel or Officers' Certificate
otherwise required pursuant to the preceding paragraph at the time of issuance
of each Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.

Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 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.

<PAGE>

registered form, or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and PROVIDED FURTHER
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

<PAGE>

permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CEDEL as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and PROVIDED
FURTHER that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the expiration
of two years after such Interest Payment Date in order to be repaid to the
Company.

Upon surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

<PAGE>

respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; PROVIDED,
HOWEVER, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

<PAGE>

given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and PROVIDED FURTHER that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

<PAGE>

The Company shall not be required (i) to issue, register the transfer
of or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, PROVIDED that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

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

<PAGE>

Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains,
pay such Security or coupon; PROVIDED, HOWEVER, that payment of principal of
(and premium, if any) and interest, if any, on Bearer Securities shall, except
as otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED; OPTIONAL
INTEREST RESET. (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
PROVIDED, HOWEVER, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.

<PAGE>

In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

<PAGE>

Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of
such series at his address as it appears in the Security Register not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the
close of business at such office or agency on any Special Record Date and
before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such proposed date of payment
and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

<PAGE>

new spread or spread multiplier, if applicable) and (ii) the provisions, if any,
for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or if there is no such next Optional Reset Date, to the
Stated Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

<PAGE>

of such Security. The Company may exercise such option with respect to any
Security by notifying the Trustee of such exercise at least 45 but not more than
60 days prior to the Stated Maturity of such Security in effect prior to the
exercise of such option (the "Original Stated Maturity"). If the Company
exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Company to extend the Stated Maturity, (ii) the new Stated
Maturity, (iii) the interest rate, if any, applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of
such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

If the Company extends the Stated Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Stated Maturity thereof, the
Holder must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders, except that the period for delivery or notification to
the Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat

<PAGE>

the bearer of any Bearer Security and the bearer of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof or
on account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

<PAGE>

(b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee of such series of
Registered Securities not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee for each such
series of Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

<PAGE>

the Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (b) above. If the election referred to in paragraph (b)
above has been provided for pursuant to Section 301 and if at least one Holder
has made such election, then, unless otherwise specified pursuant to Section
301, on the second Business Day preceding such payment date the Company will
deliver to the Trustee for such series of Registered Securities an Exchange Rate
Officer's Certificate in respect of the Dollar or Foreign Currency or Currencies
payments to be made on such payment date. Unless otherwise specified pursuant
to Section 301, the Dollar or Foreign Currency or Currencies amount receivable
by Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

(d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 301, if the Holder
of a Registered Security denominated in any Currency shall have elected to be
paid in another Currency as provided in paragraph (b) above, and a Conversion
Event occurs with respect to such elected Currency, such Holder shall receive
payment in the Currency in which payment would have been made in the absence of
such election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) of this Section
312.

<PAGE>

(g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section 312, the following terms shall have
the following meanings:

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

A "SPECIFIED AMOUNT" of a Component Currency shall mean the number of
units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited
to, the ECU, on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component
Currency shall be divided or multiplied in the same proportion. If
after the Conversion Date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts
of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts
of such consolidated Component Currencies expressed in such single
currency, and such amount shall thereafter be a Specified Amount and
such single currency shall thereafter be a Component Currency. If
after the Conversion Date any Component Currency shall be divided into
two or more currencies, the Specified Amount of such Component
Currency shall be replaced by amounts of such two or more currencies,
having an aggregate Dollar Equivalent value at the Market Exchange
Rate on the date of such replacement equal to the Dollar Equivalent of
the Specified Amount of such former Component Currency at the Market
Exchange Rate immediately before such division, and such amounts shall
thereafter be Specified Amounts and such currencies shall thereafter
be Component Currencies. If, after the Conversion Date of the
relevant currency unit, including, but not limited to, the ECU, a
Conversion Event (other than any event referred to above in this
definition of "Specified Amount") occurs with respect to any Component
Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall,
for purposes of calculating the Dollar Equivalent of the Currency
Unit, be converted into Dollars at the Market Exchange Rate in effect
on the Conversion Date of such Component Currency.

<PAGE>

"ELECTION DATE" shall mean the Regular Record Date for the applicable
series of Registered Securities or at least 16 days prior to Maturity,
as the case may be, or such other prior date for any series of
Registered Securities as specified pursuant to clause 13 of
Section 301 by which the written election referred to in Section
312(b) may be made.

<PAGE>

specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

(b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

(c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1004), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

(1) either

<PAGE>
42

(A) all Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than
(i) coupons appertaining to Bearer Securities surrendered for exchange
for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section
305, (ii) Securities and coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date,
whose surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto 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

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

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

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for

<PAGE>

relating to the satisfaction and discharge of this Indenture as to such
series have been complied with.

SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT. "Event of Default", wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be occasioned by the provisions of Article Sixteen or be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series when it becomes due and payable at its
Maturity; or

(3) default in the deposit of any sinking fund payment, when and as
due by the terms of any Security of that series; or

(4) default in the performance, or breach, of any covenant or
agreement of the Company in this Indenture with respect to any Security of
that series (other than a

<PAGE>

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

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

(A) commences a voluntary case,

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

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

(6) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

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

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

and the order or decree remains unstayed and in effect for 90 days; or

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

<PAGE>

principal (or, if any Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or specified
portion thereof shall become immediately due and payable.

(A) all overdue installments of interest, if any, on all
Outstanding Securities of that series and any related coupons,

(B) the principal of (and premium, if any, on) all Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates
borne by or provided for in such Securities,

(C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates
borne by or provided for in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or
interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

<PAGE>

(1) default is made in the payment of any installment of interest on
any Security of any series and any related coupon when such interest
becomes due and payable and such default continues for a period of 30 days,
or

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

(i) to file and prove a claim for the whole amount of principal (or
in the case of Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be provided for in the terms thereof) (and
premium, if

<PAGE>

any) and interest, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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 and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;

SECOND: Subject to Article 16, to the payment of the amounts then due
and unpaid upon the Securities and coupons for principal (and premium, if
any) and

<PAGE>

interest, if any, 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 aggregate amounts due and payable on such Securities
and coupons for principal (and premium, if any) and interest, if any,
respectively; and

THIRD: To the payment of the remainder, if any, to the Company.

SECTION 507. LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that
series;

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

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

<PAGE>

Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

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

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

<PAGE>

(3) the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting.

SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

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

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

Upon any such waiver, such default shall cease to exist, 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 Event of Default or impair any right consequent thereon.

SECTION 514. WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

<PAGE>

the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such
series; and PROVIDED FURTHER that in the case of any Default or breach of the
character specified in Section 501(4) with respect to the Securities and
coupons of such series, no such notice to Holders shall be given until at least
60 days after the occurrence thereof.

SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
TIA Section 315(a) through 315(d):

(1) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or
parties.

(2) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 303
which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution.

<PAGE>

paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney.

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

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

SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder 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 money
received by it hereunder except as otherwise agreed with the Company.

<PAGE>

SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

(1) To pay to the Trustee from time to time such compensation for all
services rendered by it hereunder as has been agreed upon in writing (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust),

(2) Except as otherwise expressly provided herein, to reimburse each
of the Trustee and any predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith, and

(3) To indemnify each of the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its own part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(5) or (6) occurs, the expenses and compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. (a) There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

(b) The following indenture shall be deemed to be specifically
described herein for the purposes of clause (i) of the first proviso contained
in TIA Section 310(b): Indenture dated as of January 15, 1976 between Deere &
Company and Chemical Bank,

<PAGE>

successor by merger to Manufacturers Hanover Trust Company and Indenture dated
as of February 15, 1991 between Deere & Company and Chemical Bank, successor by
merger to Manufacturers Hanover Trust Company.

(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at
least six months, or

(2) the Trustee shall cease to be eligible under Section 607(a) and
shall fail to resign after written request therefor by the Company or by
any Holder of a Security who has been a bona fide Holder of a Security for
at least six months, or

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

<PAGE>

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

(g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of
the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee 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 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, subject nevertheless to its
claim, if any, provided for in Section 606.

<PAGE>

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

(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.

<PAGE>

authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $1,500,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

<PAGE>

termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee for such
series may appoint a successor Authenticating Agent which shall be acceptable to
the Company and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 106. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

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

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

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

Chemical Bank, as Trustee

By
---------------------------
as Authenticating Agent

By
---------------------------
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

<PAGE>

SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a).

SECTION 703. REPORTS BY COMPANY. The Company will:

SECTION 704. CALCULATION OF ORIGINAL ISSUE DISCOUNT. Upon request of
the Trustee, the Company

<PAGE>

shall file with the Trustee promptly at the end of such calendar year a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods), if any, accrued on Outstanding Securities as of the end of
such year.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

(1) 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 the Person which acquires by conveyance
or transfer the properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and
interest, if any, on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

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

(3) the Company and the successor Person have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance or transfer and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
complied with.

SECTION 802. SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or the successor Person to which such conveyance or transfer 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
had been named as the Company herein; and in the event of any such conveyance or
transfer, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and
liquidated.

<PAGE>

ARTICLE NINE

SUPPLEMENTAL INDENTURES

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

(5) to change or eliminate any of the provisions of this Indenture;
PROVIDED that any such change or elimination shall become effective only
when there is no

<PAGE>

Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision;
or

(6) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures relating to Securities convertible into or
exchangeable for any securities of any Person (including the Company); or

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

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

(9) 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 Sections 401, 1402 and
1403; PROVIDED that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material respect.

<PAGE>

provable in bankruptcy pursuant to Section 504, or adversely affect any
right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the Currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment at the option
of the Holder, on or after the Redemption Date or the Repayment Date, as
the case may be), or adversely affect any right to convert or exchange any
Security as may be provided pursuant to Section 301 herein, or

(3) modify any of the provisions of this Section, Section 513 or
Section 1006, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, or

(4) modify any of the provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to the Holders.

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

<PAGE>

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.

SECTION 907. EFFECT ON SENIOR INDEBTEDNESS. No supplemental
indenture shall adversely affect the rights of any holder of Senior Indebtedness
under Article Sixteen without the consent of such holder.

ARTICLE TEN

COVENANTS

<PAGE>

upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Securities of any series pursuant to Section
301, at the option of the Company, all payments of principal may be paid by
check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security. Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment; PROVIDED,
HOWEVER, that if the Securities of that series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each 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

<PAGE>

address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

The Company may 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 of such purposes, and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any

<PAGE>

Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (premium, if any)
and interest, if any, on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (and
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium 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.

<PAGE>

Except as otherwise specified as contemplated by Section 301, 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, premium
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's 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, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the 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 of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Trustee
or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

<PAGE>

SECTION 1005. STATEMENT AS TO COMPLIANCE. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1005, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

SECTION 1006. WAIVER OF CERTAIN COVENANTS. As specified pursuant to
Section 301(15) for Securities of any series, the Company may omit in any
particular instance to comply with any term, provision or condition set forth in
any covenants of the Company added to Article Ten pursuant to Section 301(14) or
301(15) in connection with Securities of a series, if before or after the time
for such compliance the Holders of at least a majority in principal amount of
all outstanding Securities, by Act of such Holders, waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

<PAGE>

issued on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

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

Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price and accrued interest, if any, to the
Redemption Date payable as provided in Section 1106,

(3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

(4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive, without a
charge, a new Security

<PAGE>

or Securities of authorized denominations for the principal amount thereof
remaining unredeemed,

(5) that on the Redemption Date, the Redemption Price and accrued
interest, if any, to the Redemption Date payable as provided in Section
1106 will become due and payable upon each such Security, or the portion
thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date,

(6) the Place or Places of Payment where such Securities, together in
the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price and accrued interest, if any,

(7) that the redemption is for a sinking fund, if such is the case,

(10) the CUSIP number of such Security, if any.

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

<PAGE>

an Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and PROVIDED FURTHER
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

<PAGE>

ARTICLE TWELVE

SINKING FUNDS

<PAGE>

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. 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 1103 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 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.

<PAGE>

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

<PAGE>

and any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article.

SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all
its other obligations under such Securities and any coupons appertaining thereto
and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities and any coupons appertaining
thereto to receive, solely from the trust fund described in Section 1404 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (B) the Company's obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1004, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto. Money and
securities held in trust pursuant to this Section 1402 shall not be subject to
Article Sixteen.

SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released, if specified pursuant to Section
301, from its obligations under any covenant with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with each such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by

<PAGE>

reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or 501(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

(a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) 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 such Securities and any
coupons appertaining thereto, (1) an amount (in such Currency in which such
Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity), or (2) Government Obligations applicable to
such Securities and coupons appertaining thereto (determined on the basis
of the Currency in which such Securities and coupons appertaining thereto
are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the
due date of any payment of principal of (and premium, if any) and interest,
if any, on such Securities and any coupons appertaining thereto, money in
an amount, or (3) a combination thereof in an amount, 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, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and
any coupons appertaining thereto on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of such
Securities and any coupons appertaining thereto.

<PAGE>

understood that this condition shall not be deemed satisfied until the
expiration of such period).

(d) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred.

(e) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as
a result of such covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would
have been the case if such covenant defeasance had not occurred.

<PAGE>

and any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

<PAGE>

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

<PAGE>

taken at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 1502(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders of
a majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

(i) there shall be no minimum quorum requirement for such meeting;
and

<PAGE>

(ii) the principal amount of the Outstanding Securities of such series
that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS. (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

(c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

<PAGE>

ARTICLE SIXTEEN

SUBORDINATION OF SECURITIES

SECTION 1601. AGREEMENT TO SUBORDINATE. The Company, for itself, its
successors and assigns, covenants and agrees, and each Holder of Securities by
his acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness.

SECTION 1602. DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND
REORGANIZATION; SUBROGATION OF SECURITIES. Upon any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of
the Company, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
holders thereof by a lawful plan of reorganization under applicable bankruptcy
law):

(a) the holders of all Senior Indebtedness shall be entitled to
receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Securities are entitled to
receive any payment upon the

<PAGE>

principal (or premium, if any) or interest, if any, on indebtedness
evidenced by the Securities; and

(b) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee would be entitled except for the
provisions of this Article Sixteen shall be paid by the liquidating trustee
or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on
account of the principal of (and premium, if any) and interest on the
Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution 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, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full,
such payment or distribution shall be paid over, upon written notice to the
Trustee, to the holder of such Senior Indebtedness or their representative
or representatives or to the trustee or trustees under any indenture under
which any instrument evidencing any of such Senior Indebtedness may have
been issued, ratably as aforesaid, for application to payment of all Senior
Indebtedness remaining unpaid until all such Senior Indebtedness shall have
been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood
that the provisions of this Article Sixteen 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 the Senior Indebtedness, on the other hand.
Nothing contained in this Article Sixteen or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the

<PAGE>

principal of (and premium, if any) and interest, if any, on the Securities as
and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Securities prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Sixteen
of the holders of Senior Indebtedness 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 Sixteen,
the Trustee, subject to the provisions of Section 601, shall be entitled to rely
upon a certificate of the liquidating trustee or agent or other person making
any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of 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 Sixteen.

The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

SECTION 1603. NO PAYMENT ON SECURITIES IN EVENT OF DEFAULT ON SENIOR
INDEBTEDNESS. No payment by the Company on account of principal (or premium, if
any), sinking funds or interest, if any, on the Securities shall be made unless
full payment of amounts then due for principal (premium, if any), sinking funds
and interest on Senior Indebtedness has been made or duly provided for in money
or money's worth.

SECTION 1604. PAYMENTS ON SECURITIES PERMITTED. Nothing contained in
this Indenture or in any of the Securities shall (a) affect the obligation of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 1602 and 1603, payments of principal of (or premium, if
any) or interest, if any, on the Securities or (b) prevent the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of (or premium, if any) or interest, if any, on the
Securities, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

<PAGE>

SECTION 1605. AUTHORIZATION OF HOLDERS TO TRUSTEE TO EFFECT
SUBORDINATION. Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1606. NOTICES TO TRUSTEE. Notwithstanding the provisions of
this Article or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the
existence of any Senior Indebtedness or of any event which would prohibit the
making of any payment of moneys to or by the Trustee or such Paying Agent,
unless and until the Trustee or such Paying Agent shall have received (in the
case of the Trustee, at its Corporate Trust Office) written notice thereof from
the Company or from the holder of any Senior Indebtedness or from the trustee
for any such holder, together with proof satisfactory to the Trustee of such
holding of Senior Indebtedness or of the authority of such trustee; PROVIDED,
HOWEVER, that if at least two Business Days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 1606, then,
anything herein contained to the contrary notwithstanding, 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 within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness 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 Indebtedness to participate in any payment or distribution pursuant to
this Article Sixteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness 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 Sixteen 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 1607. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The Trustee
in its individual capacity shall be entitled to all the rights set forth in this
Article Sixteen 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
Section 613 or elsewhere in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

Nothing in this Article Sixteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 606.

<PAGE>

SECTION 1608. MODIFICATIONS OF TERMS OF SENIOR INDEBTEDNESS. Any
renewal or extension of the time of payment of any Senior Indebtedness or the
exercise by the holders of Senior Indebtedness of any of their rights under any
instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Securities or the Trustee.

No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

SECTION 1609. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution,

<PAGE>

the holders of 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 Sixteen.

* * * * *

DEERE & COMPANY

By
[SEAL] ------------------------------
Treasurer

Attest:

- -------------------------------------
[Assistant Secretary]

Chemical Bank, Trustee

By
[SEAL] -------------------------

Attest:

- -------------------------------------
[Trust Officer]

<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF ROCK ISLAND )

On the __________ day of ____, 199_, before me personally came
_______________________________________, to me known, who, being by me duly
sworn, did depose and say that he resides at __________________________,
Illinois ____________; that he is ________________ of Deere & Company, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

[Notarial Seal]

--------------------------------
Notary Public
COMMISSION EXPIRES

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On the __________ day of ____, 199_, before me personally came
_____________________________, to me known, who, being by me duly sworn, did
depose and say that he resides at ______________________________; that he is a
_________________ of Chemical Bank, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[Notarial Seal]

--------------------------------
Notary Public
COMMISSION EXPIRES
<PAGE>

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

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

This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Deere & Company or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

<PAGE>

statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to [U.S.$] _____________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest in
a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

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

Dated: __________________________, 19___
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making
Certification]

-----------------------------------
(Authorized Signatory)
Name:
Title:

<PAGE>

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF A
PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

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

This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] _________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Deere & Company or its
agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

<PAGE>

from any of our Member Organizations to the effect that the statements made by
such Member Organizations with respect to any portion of the part submitted
herewith for exchange (or, if relevant, collection of any interest) are no
longer true and cannot be relied upon as of the date hereof.

Dated: __________________________, 19___
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust Company of
New York, Brussels Office,] as
Operator of the Euroclear System
[Cedel S.A.]

By
------------------------------

<PAGE>

DRAFT
6/12/94 (EXHIBIT 4.8)

[FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No. FX -

DEERE & COMPANY
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(FIXED RATE)

Due from 9 Months to 30 Years from Date of Issue

<PAGE>

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO

Foreign Currency:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO

INTEREST RATE:

INTEREST PAYMENT DATES IF OTHER THAN MARCH 15 AND SEPTEMBER 15:

REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

SINKING FUND:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

OPTIONAL REPAYMENT DATE[S]:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

ADDITIONAL AMOUNTS:

DEFEASANCE: [ ] YES [ ] NO

COVENANT DEFEASANCE: [ ] YES [ ] NO

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:

<PAGE>

__________________, or registered assigns, the principal sum of ______________
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to the Stated Maturity Date) and to pay interest, if any, thereon at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest, if any, has been paid or
duly provided for, semi-annually on March 15 and September 15 of each year
(unless other Interest Payment Dates are shown on the face hereof) (each, an
"INTEREST PAYMENT DATE") until the principal hereof is paid or made available
for payment and on the Stated Maturity Date, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the "MATURITY DATE"
with respect to the principal repayable on such date); PROVIDED, HOWEVER,
that any payment of principal (or premium, if any) or interest, if any, to be
made on any Interest Payment Date or on the Maturity Date that is not a Business
Day (as defined below) shall be made on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date or the
Maturity Date, as the case may be, and no additional interest, if any, shall
accrue on the amount so payable as a result of such delayed payment. For
purposes of this Security, unless otherwise specified on the face hereof,
"BUSINESS DAY" means any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions are generally
authorized or obligated by law or executive order to close; PROVIDED that, if
the Specified Currency shown above is other than U.S. dollars, such day is also
not a day on which banking institutions are generally authorized or obligated by
law or executive order to close in the city which is the principal financial
center of the country or countries of such Currency (or, in the case of Notes
denominated in ECU, Brussels).

Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding, the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "HOLDER") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are specified on the
face hereof) (each, a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if
this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest, if any, for the
period beginning on the Original Issue Date and ending on such initial Interest
Payment Date shall be paid on the Interest Payment Date following the next
succeeding

<PAGE>

Regular Record Date to the Holder hereof on such next succeeding Regular Record
Date; and PROVIDED FURTHER that interest, if any, payable on the Maturity
Date will be payable to the person to whom the principal hereof shall be
payable. Any such interest not so punctually paid or duly provided for
("DEFAULTED INTEREST") will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date (the "SPECIAL RECORD DATE") for the payment
of such Defaulted Interest to be fixed by the Trustee (referred to on the
reverse hereof), notice whereof shall be given to the Holder of this Security
not less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in the Indenture.

Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars regardless of the Specified Currency shown
above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least sixteen days
prior to the Maturity Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or by other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified Currency for all
principal, premium, if any, and interest, if any, payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Regular
Record Date or at least sixteen days prior to the Maturity Date, as the case may
be. If the Company determines that the Specified Currency is not available for
making payments in respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then the Holder hereof may not so elect to receive payments in the
Specified Currency and any such outstanding election shall be automatically
suspended, until the Company determines that the Specified Currency is again
available for making such payments.

<PAGE>

Until this Security is paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed Chemical Bank at its corporate trust office in The City of
New York as Paying Agent.

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security forms a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder
has elected to receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of immediately available
funds, but only if appropriate instructions have been received in writing by the
Trustee on or prior to the applicable Regular Record Date. Simultaneously with
any election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor. Unless otherwise
specified above, the principal hereof (and premium, if any) and interest, if
any, hereon payable on the Maturity Date will be paid in immediately available
funds upon surrender of this Security at the corporate trust office of the
Trustee maintained for that purpose in the Borough of Manhattan, The City and
State of New York (or at such other location as may be specified above). The
Company will pay any administrative costs imposed by banks in making payments in
immediately available funds but, except as otherwise provided under Additional
Amounts above, any tax, assessment or governmental charge imposed upon payments
will be borne by the Holders of the Securities in respect of which such payments
are made.

Interest on this Security, if any, will be computed on the basis of
a 360-day year of twelve 30-day months.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

CHEMICAL BANK, as Trustee

By:
------------------------------

By: Attest:
--------------------------- -----------------------------
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
SUBORDINATED MEDIUM-TERM NOTE, SERIES C

Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "SECURITIES") of the Company, issued
and to be issued in one or more series under an indenture, dated as of ________,
199_, as it may be supplemented from time to time (herein called the
"INDENTURE"), between the Company and Chemical Bank, Trustee (herein called
the "TRUSTEE", which term includes any successor trustee under the Indenture
with respect to a series of which this Security is a part), to which indenture
and all indentures supplemental thereto, reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
which is unlimited in aggregate principal amount.

<PAGE>

If the official unit of any Component of the ECU is altered by way
of combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Components expressed in such single
currency. If any Component is divided into two or more currencies, the amount
of that Component shall be replaced by amounts of such two or more currencies,
each of which shall have a value on the date of division equal to the amount of
the former Component divided by the number of currencies into which that
currency was divided.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.

Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination hereof)
on or after the date designated as the Initial Redemption Date on the face
hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is

<PAGE>

provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest, if any, to the Redemption Date.
Such Initial Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage
Reduction until the redemption price is 100% of such amount. The Company may
exercise such option by causing the Trustee to mail a notice of such redemption
at least 30 but not more than 60 days prior to the Redemption Date. In the
event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all of the Securities with
like tenor and terms to this Security are to be redeemed, the Securities to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate. However, if less than all the Securities of the
series, of which this Security is a part, with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date.

Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest, if any, to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least 30 but not more
than 45 days prior to an Optional Repayment Date, this Security with the form
attached hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any
tender of this Security for repayment shall be irrevocable. The repayment
option may be exercised by the Holder of this Security in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this
Security shall not be less than the minimum denomination hereof). Upon any
partial repayment, this Security shall be cancelled and a new Security or
Securities for the remaining principal amount hereof shall be issued in the name
of the Holder of this Security.

Section 5. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

Section 6. DISCOUNT SECURITIES. If this Security (such a
Security being referred to as a "DISCOUNT SECURITY") (a) has been issued at an
Issue Price lower, by more than a DE MINIMIS amount (as determined under
United States federal income tax rules applicable to original issue discount
instruments), than the principal amount hereof and (b) would be considered an
original issue discount security for United States federal income tax purposes,
then the amount payable on this Security in the event of redemption by the
Company, repayment at the option of the Holder or acceleration of the maturity
hereof, in lieu of the principal amount due at the Stated Maturity Date hereof,
shall be the Amortized Face Amount (as defined below) of this Security as of the
date of such redemption, repayment or acceleration. The "AMORTIZED FACE
AMOUNT" of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) plus (b) the

<PAGE>

aggregate of the portions of the original issue discount (the excess of the
amounts considered as part of the "stated redemption price at maturity" of this
Security within the meaning of Section 1273(a)(2) of the Internal Revenue Code
of 1986, as amended (the "CODE"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

Section 7. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series to waive on behalf of all of the Holders of
Securities of such series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Security and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

The indebtedness evidenced by the Securities is, to the extent and
in the manner set forth in the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness, and
this Security is issued subject to such provisions of the Indenture. Each
Holder of this Security, by accepting the same, agrees to and shall be bound by
such provisions of the Indenture and authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate such
subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.

<PAGE>

upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security, unless otherwise specified on the face
hereof.

Section 10. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at the office or Place of Payment
for the series of Securities of which this Security forms a part, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

If the registered owner of this Security is the Depository (such a
Security being referred to as a "Global Security") and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days after notice to the
Company or (ii) an Event of Default occurs, the Company will issue Securities in
certificated form in exchange for this Global Security. In addition, the
Company may at any time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such event, will issue
Securities in certificated form in exchange in whole for this Global Security.
In any such instance, an owner of a beneficial interest in this Global Security
will be entitled to physical delivery in certificated form of Securities equal
in principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in certificated form will be
issued in denominations of $1,000 (or such other denomination as shall be
specified by the Company) or any amount in excess thereof which is an integral
multiple of $1,000 and will be issued in registered form only, without coupons.

<PAGE>

Section 12. DEFINED TERMS. All terms used in this Security which
are defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 13. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

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

- -------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

Dated:_____________

_______________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as written
upon the face of the within Security in every
particular without alterations or enlargement or
any change whatsoever.

<PAGE>

ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ..................Custodian...................
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
...................................
(State)

Additional abbreviations may also be used though not in the above list.

________________

FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- -------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- -------------------------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint

- --------------------------------------------------------------- Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated
---------------------------------------

SIGNATURE GUARANTEED:
---------------------------------------------------------

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

-------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Security in every particular,
without alteration or enlargement or any change
whatsoever.

<PAGE>

DRAFT
6/12/94 (EXHIBIT 4.9)

[FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No. FL -

DEERE & COMPANY
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(FLOATING RATE)

Due from 9 Months to 30 Years from Date of Issue

<PAGE>
2

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

BASE RATE:
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

CALCULATION AGENT:

CALCULATION DATE:

SINKING FUND:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST DETERMINATION DATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

OPTIONAL REPAYMENT DATE[S]:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
United States Dollars:
[] YES [] NO

Foreign Currency:

OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
[] YES [] NO

EXCHANGE RATE AGENT:

REFERENCE BANKS:

ADDITIONAL AMOUNTS

DEFEASANCE: []YES []NO

<PAGE>
3

INTEREST PAYMENT DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

YIELD TO MATURITY:

COVENANT DEFEASANCE: [ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[]YES []NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

OTHER/DIFFERENT PROVISIONS:

<PAGE>
4

DEERE & COMPANY, a Delaware corporation (herein referred to as the
"COMPANY", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to, or
registered assigns, the principal sum of on
the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to the Stated Maturity Date) and to pay interest thereon at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date (if the
first Interest Reset Date is later than the Original Issue Date) and thereafter
at the interest rate determined by reference to the Base Rate shown above, plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof,
until the principal hereof is paid or duly made available for payment; PROVIDED,
HOWEVER, that the interest rate in effect for the ten days immediately prior to
the Maturity Date (as defined below) of this Security will be that in effect on
the tenth day preceding such date. The Company will pay interest on each
Interest Payment Date specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date, and on the Stated Maturity
Date, any Redemption Date or Repayment Date (such terms together are hereinafter
referred to as a "MATURITY DATE" with respect to the principal repayable on such
date); PROVIDED, HOWEVER, that any payment of principal (or premium, if any) or
interest to be made on any Interest Payment Date or on the Maturity Date that is
not a Business Day (as defined below) shall be made on the next succeeding
Business Day (except that if the Base Rate specified above is LIBOR, and such
day falls in the next succeeding calendar month, such payment will be made on
the next preceding Business Day) as described on the reverse hereof. For
purposes of this Security, unless otherwise specified on the face hereof,
"BUSINESS DAY" means any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions are generally
authorized or obligated by law or executive order to close; PROVIDED that, if
the Specified Currency shown above is other than U.S. dollars, such day is also
not a day on which banking institutions are generally authorized or obligated by
law or executive order to close in the city which is the principal financial
center of the country or countries of such Currency (or, in the case of Notes
denominated in ECU, Brussels); and PROVIDED FURTHER that, if the Base Rate shown
above is LIBOR (as defined below), such day is also a London Banking Day.
"LONDON BANKING DAY" means any day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.

<PAGE>
5

Predecessor Securities) is registered at the close of business on the fifteenth
day (whether or not a Business Day) next preceding such Interest Payment Date (a
"REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this Security was
issued between a Regular Record Date and the initial Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder on such Regular Record Date; and PROVIDED FURTHER that
interest payable on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not so punctually paid or
duly provided for ("DEFAULTED INTEREST") will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a special record date (the "SPECIAL RECORD DATE")
for the payment of such Defaulted Interest to be fixed by the Trustee (referred
to on the reverse hereof), notice whereof shall be given to the Holder of this
Security not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.

Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars regardless of the Specified Currency shown
above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least sixteen days
prior to the Maturity Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or by other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified Currency for all
principal, premium, if any, and interest payments and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the Regular Record Date or at least
sixteen days prior to the Maturity Date, as the case may be. Notwithstanding
the foregoing, if the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international
banking community, then the Holder hereof may not so elect to receive payments
in the Specified Currency and any such outstanding election shall be
automatically suspended, until the Company determines that the Specified
Currency is again available for making such payments.

<PAGE>
6

Until the Securities are paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed Chemical Bank at its corporate trust office in The City of
New York as paying agent.

Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any
election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor. Unless otherwise
specified above, the principal hereof (and premium, if any) and interest hereon
payable on the Maturity Date will be paid in immediately available funds upon
surrender of this Security at the corporate trust office of the Trustee
maintained for that purpose in the Borough of Manhattan, The City and State of
New York (or at such other location as may be specified above). The Company
will pay any administrative costs imposed by banks in making payments in
immediately available funds, but, except as otherwise provided under Additional
Amounts above, any tax, assessment or governmental charge imposed upon payments
will be borne by the Holders of the Securities in respect of which such payments
are made.

<PAGE>
7

RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE COMPANY'S SENIOR
INDEBTEDNESS.

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its facsimile corporate seal.

Dated:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

CHEMICAL BANK, By:
as Trustee --------------------------------

By: Attest:
- --------------------------------- ------------------------------
Authorized Officer Secretary

<PAGE>

[REVERSE OF NOTE]

DEERE & COMPANY
SUBORDINATED MEDIUM-TERM NOTE, SERIES C

Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "SECURITIES") of the Company, issued
and to be issued in one or more series under an indenture, dated as of ______,
199_, as it may be supplemented from time to time (herein called the
"INDENTURE"), between the Company and Chemical Bank, Trustee (herein called
the "TRUSTEE", which term includes any successor trustee under the Indenture
with respect to a series of which this Security is a part), to which indenture
and all indentures supplemental thereto, reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
which is unlimited in aggregate principal amount.

<PAGE>
2

If the official unit of any Component of the ECU is altered by way
of combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that currency as a
Component shall be replaced by amounts of such two or more currencies, each of
which shall have a value on the date of division equal to the amount of the
former Component divided by the number of currencies into which that currency
was divided.

<PAGE>
3

forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or
other formula, if any, set forth on the face hereof.

<PAGE>
4

<PAGE>
5

The Company will appoint and enter into an agreement with an agent
(a "CALCULATION AGENT") to calculate the rate of interest on the Securities of
this series which bear interest at a floating rate. Unless otherwise set forth
on the face hereof, Chemical Bank will be the Calculation Agent. At the request
of the Holder hereof, the Calculation Agent will provide the interest rate then
in effect and, if determined, the interest rate that will become effective on
the next Interest Reset Date.

<PAGE>
6

such date for negotiable certificates of deposit having the Index Maturity set
forth on the face hereof as published in "STATISTICAL RELEASE H.15(519),
SELECTED INTEREST RATES", or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading "CDS
(SECONDARY MARKET)" or, if not yet published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity set forth on the face hereof
as published in the daily statistical release entitled "COMPOSITE 3:30 P.M.
QUOTATIONS FOR U.S. GOVERNMENT SECURITIES" or any successor publication
published by the Federal Reserve Bank of New York ("COMPOSITE QUOTATIONS")
under the caption "CERTIFICATES OF DEPOSIT". If by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date
such rate is not yet published in either H.15(519) or Composite Quotations, the
CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date, of three leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent (after consultation with the Company) for negotiable certificates of
deposit of major United States money market banks of the highest credit standing
(in the market for negotiable certificates of deposit) having a remaining
maturity closest to the Index Maturity set forth on the face hereof in a
denomination of U.S. $5,000,000; PROVIDED, HOWEVER, that, if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the interest rate for the period commencing on the Interest Reset
Date following such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.

DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread, Spread Multiplier or
other formula, if any, set forth on the face hereof. Unless otherwise set forth
on the face hereof, the "COMMERCIAL PAPER RATE" means, with respect to any
Interest Determination Date pertaining thereto, the Money Market Yield
(calculated as described below) of the rate on such date for commercial paper
having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) under the caption "COMMERCIAL PAPER" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Commercial Paper Rate shall be the
Money Market Yield of the rate on such Interest Determination Date for
commercial paper having the Index Maturity set forth on the face hereof as
published in Composite Quotations under the caption "COMMERCIAL PAPER". If by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in either H.15(519)
or Composite Quotations, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M.,

<PAGE>
7

New York City time, on such Interest Determination Date of three leading dealers
in commercial paper in The City of New York selected by the Calculation Agent
(after consultation with the Company) for commercial paper having the Index
Maturity set forth on the face hereof placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized securities
rating agency; PROVIDED, HOWEVER, that, if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in effect on such
Interest Determination Date.

"MONEY MARKET YIELD" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

MONEY MARKET YIELD = D X 360 x 100
360 - (D x M)

<PAGE>
8

DETERMINATION OF LIBOR. If the Base Rate set forth on the face
hereof is LIBOR, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to LIBOR and the Spread,Spread
Multiplier or other formula, if any, set forth on the face hereof. With respect
to Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, "LIBOR" means the
rate determined by the Calculation Agent in accordance with the following
provisions:

<PAGE>
9

If this Security is indexed to the London interbank offered rate for
deposits in a Currency other than U.S. dollars, the method for determining such
rate will be set forth on the face hereof.

DETERMINATION OF PRIME RATE. If the Base Rate set forth on the
face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread, Spread Multiplier or other formula, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the "PRIME
RATE" means, with respect to any Interest Determination Date pertaining
thereto, the rate on such date as published in H.15(519) under the caption "Bank
prime loan" or, if not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime Rate
shall be determined by the Calculation Agent and will be the arithmetic mean of
the rates of interest publicly announced by each bank named on the Reuters
Screen NYMF Page (as defined below) as such bank's prime rate or

<PAGE>
10

base lending rate as in effect for such Interest Determination Date. "REUTERS
SCREEN NYMF PAGE" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Service (such term to include such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks). If fewer than four such rates
appear on the Reuters Screen NYMF Page for such Interest Determination Date, the
Prime Rate shall be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than four major money center banks provide such quotations, such Prime
Rate shall be calculated by the Calculation Agent and will be the arithmetic
mean of four prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Interest Determination
Date as furnished in The City of New York by the major money center banks that
have provided quotations and by as many substitute banks or trust companies as
necessary, which are organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of at
least U.S. $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent (after
consultation with the Company) to provide such rate or rates; PROVIDED,
HOWEVER, that, if the banks or trust companies selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the interest
rate for the period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in effect on such Interest
Determination Date.

DETERMINATION OF TREASURY RATE. If the Base Rate set forth on the
face hereof is the Treasury Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"TREASURY RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate for the auction of direct obligations of the United
States ("TREASURY BILLS") held on such Interest Determination Date having the
Index Maturity set forth on the face hereof as published in H.15(519) under the
caption "TREASURY-BILLS AUCTION AVERAGE (INVESTMENT)" or, if not yet published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the auction average rate for such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the Index Maturity set forth
on the face hereof are not otherwise reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or no such auction is held in a
particular week, the Treasury Rate shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the

<PAGE>
11

Unless otherwise set forth on the face hereof, the "CMT Rate" means,
with respect to any Interest Determination Date pertaining thereto, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the rate for the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index as
published in H.15(519) under the caption "U.S. government securities/Treasury
constant maturities." If such rate is no longer published, or if not published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines (with the concurrence of the Company) to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, reported by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York, for the most recently issued direct
noncallable fixed rate obligations of the United States ("U.S. Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. The three Reference Dealers shall be determined by (i) the
selection of five Reference Dealers by the Calculation Agent (after consultation
with the Company) and (ii) the elimination of the Reference Dealers providing
the highest (or, in the event of equality, one of the highest) and the lowest
(or, in the event of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain three such U.S.
Treasury Note quotations, the interest rate for such Interest Determination Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
reported by three Reference Dealers in The City of New York, selected in the
manner described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity Index
and in an amount of at least $100 million. If only three or four such Reference
Dealers are quoting as described above, then the interest rate shall be based on
the arithmetic mean of the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the interest rate shall be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the U.S. Treasury Note with the shorter remaining term to maturity shall be
used.

"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page set forth on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying treasury
constant maturities as reported in H.15(519)). If no such page is so specified,
the Designated CMT Telerate Page shall be 7052 for the most recent week.

References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.

<PAGE>
12

Section 6. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.

<PAGE>
13

Section 8. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all Outstanding
Securities of any series to waive on behalf of all of the Holders of Securities
of such series certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.

<PAGE>
14

such subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Currency herein prescribed.

Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise provided
on the face hereof, this Security is issuable only in registered form without
coupons issued in denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000. If this Security is denominated in a
Specified Currency other than U.S. dollars or is a Discount Security, this
Security shall be issuable in the denominations set forth on the face hereof.

If the registered owner of this Security is the Depository (such a
Security being referred to herein as a "Global Security") and (i) the Depository
is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to
the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by this Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form

<PAGE>
15

will be issued in denominations of $1,000 (or such other denomination as shall
be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

Section 13. DEFINED TERMS. All terms used in this Security which
are defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

<PAGE>

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company
to repay this Security (or the portion thereof specified below), pursuant to its
terms, on the "REPAYMENT DATE" first occurring after the date of receipt of
the within Security as specified below, at a Repayment Price equal to 100% of
the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:

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

- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $
------------
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000; PROVIDED that any
remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $
--------
Dated:
--------------
-------------------------------------------
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Security
in every particular without alterations or
enlargement or any change whatsoever.

<PAGE>

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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT -....................Custodian....................
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
.....................................................
(State)

Additional abbreviations may also be used though not in the above list.

-----------------------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------

- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee

- --------------------------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint

Attorney
- -----------------------------------------------------------------------
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

Dated
----------------------

SIGNATURE GUARANTEED:
-------------------

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

------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change whatsoever.

<PAGE>
SHEARMAN & STERLING

599 Lexington Avenue
New York, N.Y. 10022-6069

Exhibit 5

June 15, 1994

Board of Directors
Deere & Company
John Deere Road
Moline, Illinois 61265

Ladies and Gentlemen:

We are acting as counsel for Deere & Company (the "Company") in
connection with the combined Registration Statement on Form S-3 and
Post-Effective Amendment No. 1 to Registration Statement No. 33-39006 (the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the combined
prospectus pursuant to Rule 429 contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each such supplement, a "Prospectus Supplement"), of the Company's
non-convertible debt securities (the "Debt Securities") and warrants to purchase
Debt Securities (the "Debt Warrants") with an aggregate issue price of up to
$500,000,000. The Debt Securities and the Debt Warrants are collectively
referred to as the "Securities".

The Debt Securities will be issued in one or more series and may be
either senior debt securities ("Senior Securities") issued pursuant to an
Indenture (the "Senior Indenture") to be entered into between the Company and
The Chase Manhattan Bank (National Association), trustee (the "Senior Trustee"),
or subordinated debt securities ("Subordinated Securities") issued pursuant to
an Indenture (the "Subordinated Indenture") to be entered into between the
Company and Chemical Bank, trustee (the "Subordinated Trustee"). The Debt
Warrants will be issued under one or more debt warrant agreements (each, a
"Warrant Agreement") to be entered into between the Company and a financial
institution identified therein as warrant agent (each, a "Warrant Agent").

We are familiar with the corporate proceedings of the Company to date
with respect to the proposed issuance and sale of the Securities, including
resolutions of the Board of Directors of the Company (the "Resolutions")
authorizing the Indentures and the issuance, offering and sale of the
Securities, and we have examined such corporate records of the

<PAGE>

Board of Directors 2 June 15, 1994

Company and such other documents and certificates as we have deemed necessary as
a basis for the opinions hereinafter expressed.

Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:

1. The Senior Indenture has been duly authorized and, when executed
and delivered by the Company pursuant to the authority granted in the
Resolutions, and assuming due authorization, execution and delivery thereof by
the Senior Trustee, will constitute a valid and legally binding instrument of
the Company enforceable against the Company in accordance with its terms.

2. The Senior Securities (including Senior Securities issuable upon
exercise of any Debt Warrants) have been duly authorized and, when the final
terms thereof have been duly established and approved and when duly executed by
the Company, in each case pursuant to the authority granted in the Resolutions,
and authenticated by the Senior Trustee in accordance with the Senior Indenture
and delivered to and paid for by the purchasers thereof, will constitute valid
and legally binding obligations of the Company entitled to the benefits of the
Senior Indenture.

3. The Subordinated Indenture has been duly authorized and, when
executed and delivered by the Company pursuant to the authority granted in the
Resolutions, and assuming due authorization, execution and delivery thereof by
the Subordinated Trustee, will constitute a valid and legally binding instrument
of the Company enforceable against the Company in accordance with its terms.

4. The Subordinated Securities (including Subordinated Securities
issuable upon exercise of any Debt Warrants) have been duly authorized and, when
the final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Subordinated Trustee in accordance with
the Subordinated Indenture and delivered to and paid for by the purchasers
thereof, will constitute valid and legally binding obligations of the Company
entitled to the benefits of the Subordinated Indenture.

5. The Warrant Agreements have been duly authorized and, when
executed and delivered by the Company pursuant to the authority granted in the
Resolutions, and assuming due authorization, execution and delivery thereof by
the applicable Warrant Agent, will constitute valid and legally binding
instruments of the Company enforceable against the Company in accordance with
their respective terms.

6. The Debt Warrants have been duly authorized and, when the final
terms thereof have been duly established and approved and when certificates
representing such Debt Warrants have been duly executed by the Company, in each
case pursuant to the

<PAGE>

Board of Directors 3 June 15, 1994

authority granted in the Resolutions, and when such certificates have been
countersigned by the applicable Warrant Agent in accordance with the applicable
Warrant Agreement and delivered to and paid for by the purchasers thereof, such
Debt Warrants will constitute valid and legally binding obligations of the
Company entitled to the benefits of the applicable Warrant Agreement.

The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require that a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus.

Very truly yours,

SHEARMAN & STERLING

JJ/SH/LS

28870/NYL3

<PAGE>
EXHIBIT 8

[SHEARMAN & STERLING LETTERHEAD]

June 16, 1994

Board of Directors
Deere & Company
John Deere Road
Moline, Illinois 61265

Ladies and Gentlemen:

We are acting as special tax counsel for Deere & Company (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the"Commission") under the Securities Act of 1933, as
amended, of a Prospectus Supplement, dated the date hereof, to a Prospectus,
dated the date hereof, contained in the Company's combined Registration
Statement on Form S-3 and Post-Effective Amendment No. 1 to Registration
Statement No. 33-39006 (the "Registration Statement"). The Prospectus Supplement
relates to the offering by the Company of its Medium Term Notes, Series C (the
"Notes") in an aggregate principal amount of $500,000,000.

We are of the opinion that the discussion set forth under the caption
"United States Taxation" accurately describes the material United States federal
income tax consequences of the purchase, ownership and disposition of the Notes.
The foregoing opinion is based upon the Internal Revenue Code of 1986, as
amended, Treasury Regulations (including proposed Regulations and temporary
Regulations) promulgated thereunder, rulings, official pronouncements and
judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly with retroactive effect, or to different
interpretations.

We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the first paragraph under
the caption "United States Taxation" in the Prospectus Supplement.

Very truly yours,

/s/Shearman & Sterling

EBH/CAH

<PAGE>

EXHIBIT 23.1

[Deloitte & Touche Logo]
- ------------------------ -------------------------------------------------------
Two Prudential Plaza Telephone: (312) 946-3000
180 North Stetson Avenue Facsimile: (312) 946-2800
Chicago, Illinois 60601-6779

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Deere & Company on Form S-3 of our report dated December 8, 1993, appearing in
the Annual Report on Form 10-K of Deere & Company for the year ended October 31,
1993 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.

/s/ Deloitte & Touche

DELOITTE & TOUCHE

June 15, 1994

- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------

<PAGE>

Securities Act of 1933 File No. ________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
- --------------------------------------------------------------------------------
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___________
__________________

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)

1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)

10081
(Zip Code)
________________

DEERE & COMPANY
(Exact name of obligor as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

36-2382580
(I.R.S. Employer Identification No.)

JOHN DEERE ROAD
MOLINE, ILLINOIS
(Address of principal executive offices)

61265
(Zip Code)
__________________________________
SENIOR DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

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

<PAGE>

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Comptroller of the Currency, Washington, D.C.

Board of Governors of The Federal Reserve System, Washington,
D. C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor.

(See Note on Page 2.)

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of
merger of said corporations, all of which documents are still in
effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-28806.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.

_________________________

*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.

___________________
1.

<PAGE>

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 14th day June, 1994.

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By: /s/ Mary Lewicki
------------------------------------
Mary Lewicki
Corporate Trust Officer

_________________
2

<PAGE>

EXHIBIT 7

REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on March 31,
1994, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.

CHARTER NUMBER 02370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT

STATEMENT OF RESOURCES AND LIABILITIES

<TABLE>
<CAPTION>
ASSETS THOUSANDS
OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . . . . . $4,591,256
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,173,036
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .547,237
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,871,767
Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and of its Edge and Agreement subsidiaries. and in IBFs:
Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3,277,510
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . . . . 40,431
Loans and lease financing receivables:
Loans and leases. net of unearned income. . . . . . . . . . . . . . . . . . . . .$51,008,579
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . .1,079,989
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . . . . . 0
-----------
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . 49,928,590
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,548,982
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . .1,626,241
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,082,804
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . . . . . 64,040
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . .799,111
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .359,509
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,865,124
-----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$93,775,638
-----------
-----------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$31,058,916
Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$11,004,911
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,054,005
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . 32,442,645
Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,882,103
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,560,542
-----------
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries,and in IBF's:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,257,218
Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . . . 55,951
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . .500,000
Trading liablities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,215,151
Other borrowed money:
With orignial maturity of one year of less. . . . . . . . . . . . . . . . . . . . . . . . . .2,318,773
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . .662,234
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . 41,168
Bank's liability on acceptances, executed and outstanding . . . . . . . . . . . . . . . . . . . .809,183
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,360,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,643,166
-----------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$87,364,405
-----------
Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . .0

EQUITY CAPITAL

Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $911,914
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,390,954
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,123,632
Net unrealized loss on marketable equity securities. . . . . . . . . . . . . . . . . . . . . . . .(26,509)
Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . . . . . 11,242
-----------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6,411,233
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND
EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$93,775,638
-----------
-----------
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above-
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.

(Signed) Lester J. Stephens, Jr.

We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle

<PAGE>

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Deere & Company
(Exact name of obligor as specified in its charter)

Delaware 36-2382580
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

John Deere Road
Moline, IL 61265-8098
(Address of principal executive offices) (Zip Code)

___________________________________________
Debt Securities
(Title of the indenture securities)
_________________________________________________________

<PAGE>

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, State House,
Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-46892, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 14th day of June, 1994.

CHEMICAL BANK

By /s/ Anne G. Brenner
------------------------------------
Anne G. Brenner
Assistant Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 1994, published in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,741
Interest-bearing balances ......................... 3,768
Securities ............................................
Held to maturity securities............................ 7,503
Available for sale securities.......................... 15,662
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,514
Securities purchased under agreements to resell ... 995
Loans and lease financing receivables:
Loans and leases, net of unearned income $61,140
Less: Allowance for loan and lease losses 2,315
Less: Allocated transfer risk reserve ... 115
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 58,710
Assets held in trading accounts ....................... 26,249
Premises and fixed assets (including capitalized
leases)............................................ 1,310
Other real estate owned ............................... 642
Investments in unconsolidated subsidiaries and
associated companies............................... 120
Customer's liability to this bank on acceptance
outstanding ....................................... 1,093
Intangible assets ..................................... 549
Other assets .......................................... 7,807
--------
TOTAL ASSETS .......................................... $132,663
--------
--------

- 4 -

<PAGE>

LIABILITIES

Deposits
In domestic offices ................................ $49,180
Noninterest-bearing .........................$16,896
Interest-bearing ............................ 32,284
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 25,612
Noninterest-bearing .........................$ 128
Interest-bearing ............................ 25,484
-------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 10,710
Securities sold under agreements to repurchase ..... 1,789
Demand notes issued to the U.S. Treasury .............. 1,493
Trading liabilities ................................... 14,745
Other Borrowed money:
with original maturity of one year or less ......... 6,331
with original maturity of more than one year ....... 1,031
Mortgage indebtedness and obligations under capitalized
leases ............................................. 21
Bank's liability on acceptances executed and outstanding 1,096
Subordinated notes and debentures ..................... 3,500
Other liabilities ..................................... 9,562

TOTAL LIABILITIES ..................................... 125,070
--------
EQUITY CAPITAL

Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,684
Less: Net unrealized loss on marketable equity
securities...................................... (210)
Cumulative foreign currency translation adjustments ... (2)

TOTAL EQUITY CAPITAL .................................. 7,593
--------

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $132,663
--------
--------
</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )

- 5 -