FERRO CORP, S-3, 1995-10-31

FERRO CORP
S-3, 1995-10-31
CHEMICALS & ALLIED PRODUCTS

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<PAGE> 1

<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission October 31, 1995 Registration No. 33-
======================================================================================================
</TABLE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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FERRO CORPORATION
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C>
Ohio 34-0217820
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>

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<TABLE>
<S> <C>
D. Thomas George
Treasurer
Ferro Corporation
1000 Lakeside Avenue 1000 Lakeside Avenue
Cleveland, Ohio 44114 Cleveland, Ohio 44114
(216) 641-8580 (216) 641-8580
(Address, including zip code and (Name, address, including zip code,
telephone number, including area code, and telephone number, including area code,
of registrant's principal executive offices) of agent for service)
</TABLE>

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with a copy to:

Mary Ann Jorgenson, Esq.
Squire, Sanders & Dempsey
4900 Society Center
127 Public Square
Cleveland, Ohio 44114
(216) 479-8500

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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined in
light of market conditions.

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

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Aggregate Offering Registration Fee
Registered Per Unit(1)(2) Price(1)(2)
- ----------------------------------------------------------------------------------------------------------------------------
Debt Securities(3)
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Common Stock, par value
$1.00 per share(4)
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Preferred Stock, without
par value(5)
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Warrants(6)
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Stock Purchase
Contracts(7)
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Stock Purchase Units(8)
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Total $300,000,000 $300,000,000 $103,449
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============================================================================================================================
</TABLE>

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(1) Not specified as to each class of Securities to be registered pursuant
to General Instruction II.D of Form S-3. In no event will the aggregate
initial offering price of the Securities issued under this Registration
Statement exceed $300,000,000 or the equivalent thereof in one or more
foreign currencies or composite currencies, including European currency
units. Securities registered hereby may be sold separately, together or
in units with other Securities registered hereunder.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933. The proposed
maximum offering price per unit will be determined from time to time by
the registrant in connection with the issuance by the registrant of the
Securities registered hereunder.

(3) Subject to note (1) above, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from
time to time by the registrant, including sales upon the exercise of
the Warrants. If any Debt Securities are being issued at an original
issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering not
to exceed $300,000,000, less the dollar amount of any Securities
previously issued hereunder.

(4) Subject to note (1) above, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from
time to time, by the registrant. There is also being registered
hereunder an indeterminate number of shares of Common Stock as shall be
issuable upon conversion of Debt Securities or Preferred Stock
registered hereunder or upon exercise of Warrants registered hereunder,
as the case may be.

(5) Subject to note (1) above, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the registrant. There is also being registered
hereunder an indeterminate number of shares of Preferred Stock as shall
be issuable upon conversion of Debt Securities registered hereunder or
upon exercise of Warrants registered hereunder, as the case may be.

(6) Subject to note (1) above, there is being registered hereunder an
indeterminate amount and number of Warrants, representing rights to
purchase Debt Securities and/or Common Stock and/or Preferred Stock
registered hereunder.

(7) Subject to Note (1) above, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Contracts,
representing rights to purchase Common Stock and/or Preferred Stock
registered hereunder.

(8) Subject to note (1) above, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Units, representing
ownership of Stock Purchase Contracts and debt obligations of the
United States of America or agencies or instrumentalities thereof.

THIS 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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE> 3

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

SUBJECT TO COMPLETION, DATED OCTOBER 31, 1995

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PROSPECTUS

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$300,000,000
FERRO CORPORATION
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS

Ferro Corporation (the "Company") may offer from time to time (a) unsecured debt
securities (the "Debt Securities") consisting of debentures, notes and/or other
evidences of indebtedness, which may be either senior or subordinated, (b)
shares of its Common Stock, $1.00 par value per share (the "Common Stock"), (c)
shares of its Serial Preferred Stock, without par value (the "Preferred Stock"),
(d) warrants to purchase Debt Securities, Common Stock or Preferred Stock (the
"Warrants"), (e) Stock Purchase Contracts ("Stock Purchase Contracts") to
purchase Common Stock and/or Preferred Stock, and (f) Stock Purchase Units
("Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and debt obligations of the United States of America or agencies or
instrumentalities thereof securing the holder's obligation to purchase Common
Stock and/or Preferred Stock under the Stock Purchase Contract, with an
aggregate initial public offering price of up to $300,000,000, on terms to be
determined at the time or times of offering. The Debt Securities, Common Stock,
Preferred Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units
(collectively, the "Securities") may be offered, separately or together, in
separate classes or series, in amounts, at prices and on terms to be set forth
in one or more supplements to this Prospectus (each, a "Prospectus Supplement").

The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the applicable Prospectus Supplement and
will include, where applicable and without limitation: (a) in the case of Debt
Securities, the specific title, aggregate principal amount, currency, form
(which may be registered or bearer, or certificated or global), ranking as
senior or subordinated debt, authorized denominations, maturity, rate (or manner
of calculation thereof) and time of payment of interest, terms of redemption at
the option of the Company or repayment at the option of the holder, terms for
sinking fund payments, terms for conversion into Common Stock, Preferred Stock
or other Company securities, additional covenants and any initial public
offering price; (b) in the case of Common Stock, the number of shares and any
initial public offering price; (c) in the case of Preferred Stock, the number of
shares, the specific title, any dividend, liquidation, redemption, sinking fund,
conversion or exchange or other rights and any initial public offering price;
(d) in the case of Warrants, the duration, offering price, exercise price and
detachability, (e) in the case of Stock Purchase Contracts, the designation and
number of shares of Common Stock or Preferred Stock issuable thereunder, the
purchase price of the Common Stock or Preferred Stock, the date or dates on
which the Common Stock or Preferred Stock is required to be purchased by the
holders of the Stock Purchase Contracts, any periodic payments required to be
made by the Company to the holders of the Stock Purchase Contract or vice versa,
and the terms of the offering and sale thereof; and (f) in the case of Stock
Purchase Units, the specific terms of the Stock Purchase Contracts and any debt
obligations securing

<PAGE> 4

the holder's obligation to purchase Common Stock or Preferred Stock under the
Stock Purchase Contracts, and the terms of the offering and sale thereof.

The Securities may be offered by the Company directly to one or more purchasers,
through agents designated from time to time by the Company, or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale
of any of the Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in the applicable Prospectus
Supplement. See "Plan of Distribution." No Securities may be sold without
delivery of the applicable Prospectus Supplement describing the method and terms
of the offering of such class or series of Securities.

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

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 __________, 1995.

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<PAGE> 5

No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and any
accompanying Prospectus Supplement in connection with the offering described
herein and therein, and, if given or made, such other information or
representation must not be relied upon as having been authorized by the Company
or by any underwriter, dealer or agent. Neither this Prospectus nor any
Prospectus Supplement shall constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereunder in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation or sale in such
jurisdiction. Neither the delivery of this Prospectus or any Prospectus
Supplement nor any sale made hereunder implies that there has been no change in
the affairs of the Company at any time subsequent to the date hereof or that the
information herein is correct as of any time subsequent to its date.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: 7 World Trade Center, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which
Exchange the Common Stock of the Company is listed.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain portions
of which are omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
Securities, reference is made to the Registration Statement. Statements
contained therein concerning any document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof. Each such
statement in the Prospectus is qualified in all respects by such reference. The
Registration Statement may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20459, and copies
thereof may also be obtained from the Commission upon the payment of prescribed
fees.

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<PAGE> 6

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company (Commission File No.
1-584) with the Commission are incorporated herein by reference and made a part
hereof:

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

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

(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-8 (Registration No.
33-12397) filed March 2, 1987, and any amendments or reports
filed for the purpose of updating such description.

(d) The description of the Company's Common Stock Rights contained
in the Company's Registration Statement on Form 8-A filed March
27, 1986, as amended by the Company's Current Report on Form
8-K dated April 6, 1989.

(e) The description of the Company's Preferred Stock contained in
the Company's Registration Statement on Form S-8 (Registration
No. 33-28520) filed May 3, 1989.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the termination of the offering of the Securities hereby, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein, or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement contained herein, or in a
Prospectus Supplement, or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the documents which have been incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference to such documents). Requests for such
copies should be directed to the Office of the Treasurer, Ferro Corporation,
1000 Lakeside Avenue, Cleveland, Ohio 44114-1183, telephone (216) 641-8580.

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<PAGE> 7

THE COMPANY

The Company produces specialty materials through the application of
organic and inorganic chemistry for sale to various industries throughout the
world. It operates principal manufacturing facilities on all six major
continents. The Company produces a variety of specialty coatings, colors,
chemicals, ceramics, plastics and related products and services. The Company's
most important product is frit, which is produced for use in porcelain enamels
and ceramic glazes.

Most of the products produced by the Company are classified as
specialty materials, rather than commodities, because they are formulated or
designed to perform a specific and important function in the manufacturing
processes of the Company's customers or in their end products. These specialty
materials are not sold in the high volume normally associated with commodity
businesses.

The Company's specialty materials require a high degree of technical
service on an individual customer basis. The value of these specialty materials
stems not just from their raw material composition, but from the result and
performance they achieve in actual use.

Ferro Corporation was incorporated in Ohio in 1919. Its principal
executive offices are located at 1000 Lakeside Avenue, Cleveland, Ohio
44114-1183 and its telephone number is (216) 641-8580.

USE OF PROCEEDS

Except as otherwise described in the applicable Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities for
general corporate purposes, which may include capital expenditures, acquisitions
and reductions of other indebtedness of the Company. Funds not required
immediately for such purposes may be invested temporarily in short-term
marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Years ended December 31,
------------------------
1995 1994 1993 1992 1991 1990
---- ---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Historical ratio of earnings
to fixed charges . . . . . 6.94 6.74 5.21(1) 9.99 2.51(2) 3.27(2)

Historical ratio of earnings
to combined fixed charges and
preferred stock dividends. . . . 5.34 4.95 3.74(1) 6.93 1.80(2) 2.59(2)
</TABLE>

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1 In 1993, the Company adopted changes in accounting required by the
Financial Accounting Standards Board. Prior to the accounting changes, the
ratio of earnings to fixed charges for 1993 would have been 8.36 and the
ratio of earnings to combined fixed charges and preferred stock dividends
for 1993 would have been 6.01.

2 Included in 1991 is a pretax restructuring charge of $45.3 million.
A pretax litigation charge of $12.0 million is included in 1990. Excluding
these charges, the ratio of earnings to fixed charges and the ratio of
earnings to combined fixed charges and preferred stock dividends for 1991
would have been 6.16 and 4.42, respectively, and for 1990 would have been
3.91 and 3.10, respectively.

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<PAGE> 8

For the purposes of computing these ratios, "earnings" consist of
income before income taxes and fixed charges (as reported in the Company's
consolidated statement of income). "Fixed charges" consist of interest
(including both amounts expended and amounts capitalized) and the interest
portion of rental expense.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be general unsecured obligations of the
Company and will constitute either senior debt securities ("Senior Debt
Securities") or subordinated debt securities ("Subordinated Debt Securities").
The Debt Securities will be issued under one or more indentures, each dated as
of the date of or a date prior to the issuance of the Debt Securities to which
it relates. Senior Debt Securities and Subordinated Debt Securities may be
issued under separate indentures (respectively, a "Senior Indenture" and a
"Subordinated Indenture"), in each case between the Company and a trustee
("Trustee"), in a form filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The Senior Indenture and the Subordinated
Indenture are sometimes hereinafter referred to collectively as the
"Indentures" or individually as an "Indenture". The Indentures relating to the
Debt Securities do not limit the amount of Debt Securities that may be issued
thereunder and provide that Debt Securities may be issued thereunder from time
to time in one or more series as from time to time authorized by the Company.

The particular terms of the Debt Securities offered by any Prospectus
Supplement (the "Offered Debt Securities") will be described in the Prospectus
Supplement relating to such Offered Debt Securities (the "Applicable Prospectus
Supplement"). The following summaries under this heading relating to Debt
Securities and the Indentures are summaries of the anticipated provisions
thereof, do not purport to be complete and are qualified in their entirety by
reference to the Indentures, the Debt Securities and the Applicable Prospectus
Supplement.

Capitalized terms used herein and not defined shall have the meanings
assigned to them in the Indentures.

General

Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest, if any, on the Debt Securities will
be payable, and the transfer of Debt Securities will be registrable, at the
office or agency to be maintained by the Company in Cleveland, Ohio and at any
other office or agency maintained by the Company for such purpose. (Sections
301, 305 and 1002) The Debt Securities will be issued only in fully registered
form without coupons and, unless otherwise indicated in the Applicable
Prospectus Supplement, in denominations of $1,000 or integral multiples thereof.
(Section 302) No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith. (Section 305)

The Applicable Prospectus Supplement will describe the following terms
of the Offered Debt Securities: (1) the title of the Offered Debt Securities
and whether such Offered Debt Securities are to be Senior Debt Securities
or Subordinated Debt Securities; (2) any limit on the aggregate principal
amount of the Offered Debt Securities; (3) the price or prices (generally
expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (4) the Person to whom any interest
on the Offered Debt Securities shall be payable, if other than 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; (5) the
date or dates on which the principal of the Offered Debt Securities is payable;
(6) the rate or rates at which the Offered Debt Securities shall bear interest,
if any, the date or dates from which any such interest shall accrue, the
Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for the interest payable on any Interest Payment Date; (7)
the place or places where the principal of and any premium and interest on the
Offered Debt Securities shall be payable; (8) the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Offered Debt Securities may be redeemed, in whole or in part, at the option of
the Company; (9) the obligation, if any, of the Company to redeem or purchase
the Offered Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Debt Securities shall be redeemed or

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<PAGE> 9

purchased, in whole or in part, pursuant to such obligation; (10) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which the Offered Debt Securities shall be issuable; (11) the currency,
currencies or currency units in which payment of the principal of and any
premium and interest on any Offered Debt Securities shall be payable if other
than the currency of the United States of America; (12) if the amount of
payments of principal of or any premium or interest on any Offered Debt
Securities may be determined with reference to an index or formula, the manner
in which such amounts shall be determined; (13) if the principal of or any
premium or interest on any Offered Debt Securities is to be payable, at the
election of the Company or a Holder thereof, in one or more currencies or
currency units other than that or those in which the Securities are stated to be
payable, the currency, currencies or currency units in which payment of the
principal of and any premium and interest on the Offered Debt Securities as to
which such election is made shall be payable, and the periods within which and
the terms and conditions upon which such election is to be made; (14) if other
than the principal amount thereof, the portion of the principal amount of the
Offered Debt Securities which shall be payable upon declaration of acceleration
of the Maturity thereof; (15) the applicability of the provisions described
under "Defeasance and Covenant Defeasance"; (16) if the Offered Debt Securities
will be issuable only in the form of a Book-Entry Security as described under
"Book-Entry Debt Securities," the Depository or its nominee with respect to the
Offered Debt Securities and the circumstances under which the Book-Entry
Security may be registered for transfer or exchange or authenticated and
delivered in the name of a Person other than the Depository or its nominee; and
(17) any other terms of the Offered Debt Securities. (Section 301)

The Debt Securities may be issued as Original Issue Discount Debt
Securities to be offered and sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Debt Securities
will be described in the Applicable Prospectus Supplement. "Original Issue
Discount Debt Securities" means any Debt Security which provides for an amount
less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the Maturity thereof upon the occurrence of an
Event of Default and the continuation thereof. (Section 101) In addition,
pursuant to regulations issued under the Internal Revenue Code (the
"Regulations"), Debt Securities that have interest reset dates that would cause
any accrual period to be longer than one year would be subject to the original
issue discount rules of the Internal Revenue Code and the Regulations, whether
or not such Debt Securities are Original Issue Discount Debt Securities.

Book-Entry Debt Securities

The Debt Securities of a series may be issued in the form of one or
more Book-Entry Securities that will be deposited with a Depository or its
nominee identified in the Applicable Prospectus Supplement. In such a case, one
or more Book-Entry Securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
Outstanding Debt Securities of the series to be represented by such Book-Entry
Security or Securities. Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, a Book-Entry Security may not be
registered for transfer or exchange except as a whole by the Depository for such
Book-Entry Security to a nominee of such Depository and except in the
circumstances described in the Applicable Prospectus Supplement. (Sections 204
and 205)

The specific terms of the depository arrangement with respect to any
portion of a series of Debt Securities to be represented by a Book-Entry
Security will be described in the Applicable Prospectus Supplement.

Certain Covenants of the Company

Subsidiaries. The term "Subsidiary" will be defined as a corporation
more than 50% of the outstanding voting Stock of which is owned directly or
indirectly by the Company and/or one or more Subsidiaries. The term "Domestic
Subsidiary" will be defined as a Subsidiary substantially all the fixed assets
of which are located, or substantially all the business of which is carried
on, within the United States, or which owns or leases any Principal Domestic
Manufacturing Property, but such term excludes any Subsidiary the principal
business of which is the financing or ownership of the operations of the Company
or its Subsidiaries outside the United States (but such Subsidiary is excluded
only so long as it neither owns nor leases any Principal Domestic Manufacturing
Property). (Section 101)

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<PAGE> 10

Restrictions on Secured Debt and Limitations on Liens. If the Company
or any Domestic Subsidiary shall incur, issue, assume or guarantee any debt
secured by a Mortgage on any Principal Domestic Manufacturing Property of the
Company or any Domestic Subsidiary or on any shares of stock or Debt of any
Domestic Subsidiary, the Company will secure, or cause such Domestic Subsidiary
to secure, the Outstanding Debt Securities, and any other Debt of the Company or
such Domestic Subsidiary which may be then outstanding and entitled to the
benefit of a covenant similar in effect to this covenant, equally and ratably
with (or prior to) such secured Debt, unless after giving effect thereto the
aggregate amount of all such secured Debt together with all Attributable Debt of
the Company and its Domestic Subsidiaries in respect of sale and leaseback
transactions involving Principal Domestic Manufacturing Properties would not
exceed 10% of the Consolidated Net Tangible Assets of the Company and its
consolidated Subsidiaries. For the purpose of providing such equal and ratable
security, the principal amount of Outstanding Debt Securities of any series of
Original Issue Discount Securities shall be such portion of the principal amount
as specified in the terms of that series that would be payable upon acceleration
of the Maturity thereof at the time of such determination. This restriction will
not apply to, and there shall be excluded in computing secured Debt for the
purpose of such restriction, Debt secured by (a) Mortgages on property of, or on
any shares of stock or Debt of, any corporation existing at the time such
corporation becomes a Domestic Subsidiary, (b) Mortgages in favor of the Company
or a Domestic Subsidiary, (c) Mortgages in favor of governmental bodies of the
United States or any State or Puerto Rico or any other country or any political
subdivision thereof to secure partial, progress or advance payments pursuant to
any contract or statute, (d) Mortgages on property, shares of stock or Debt,
purchase money Mortgages and construction Mortgages existing at or incurred
within 120 days of the time of acquisition thereof (including acquisition
through merger or consolidation), (e) Mortgages securing obligations issued by a
State, territory or possession of the United States, any political subdivision
of any of the foregoing, or the District of Columbia, or any instrumentality of
the foregoing to finance the acquisition or construction of property, and on
which the interest is not includable in gross income of the Holder under the
Internal Revenue Code, and (f) certain extensions, renewals or replacements of
Mortgages referred to in the foregoing clauses (a) through (e) inclusive.
(Section 1008) The Indentures will not restrict the incurrence of unsecured Debt
by the Company or its Subsidiaries.

"Principal Domestic Manufacturing Property" will be defined to include
any facility (together with the land on which it is erected and fixtures
comprising a part thereof) used primarily for manufacturing, processing or
warehousing of the Company's products and located in the United States, owned or
leased by the Company or a Subsidiary and having a gross book value in excess of
1% of Consolidated Net Tangible Assets, other than any such facility or portion
thereof (i) which is financed by certain governmental obligations the interest
on which is excludable from gross income of the holder thereof pursuant to the
provisions of Section 103(a) of the Internal Revenue Code or Section 745 of
Title 48 of the United States code or (ii) which in the opinion of the Board of
Directors of the Company is not of material importance to the total business
conducted by the Company and its Subsidiaries as an entirety. "Consolidated Net
Tangible Assets" will be defined as the aggregate amount of all assets (after
deducting intangible assets and the amount of all current liabilities) of the
Company and its consolidated Subsidiaries. "Mortgage" will be defined as any
mortgage, pledge, lien, security interest, conditional sale or other title
retention agreement or similar encumbrance. "Attributable Debt" will be defined
to mean the total net amount of rent (discounted at the rate of 1% per annum
over the weighted average Yield to Maturity of the Outstanding Debt Securities
compounded semi-annually) required to be paid during the remaining term of any
lease. (Section 101)

Restrictions on Sale and Leaseback Transactions. Neither the Company
nor any Domestic Subsidiary may, after the effective date of the Indentures,
enter into any sale and leaseback transaction involving any Principal Domestic
Manufacturing Property which has been or is to be sold or transferred, more than
120 days after the acquisition thereof or the completion of construction and
commencement of full operations thereof, unless (a) the Company or such Domestic
Subsidiary could create Debt secured by a Mortgage on such property as described
under "Restrictions on Secured Debt and Limitations on Liens" in an amount equal
to the Attributable Debt with respect to the sale and leaseback transaction
without equally and ratably securing the Outstanding Debt Securities or (b) the
Company, within 120 days, applies to the retirement of its Funded Debt which is
pari passu (as defined in the Indentures) with the Outstanding Securities an
amount equal to the greater of (i) the net proceeds of the sale of the Principal
Domestic Manufacturing Property leased pursuant to such arrangement or (ii) the
fair market value of the Principal Domestic Manufacturing Property so leased
(subject to credits for certain voluntary retirements of

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Funded Debt). (Section 1009) "Funded Debt" will be defined as indebtedness for
money borrowed having a maturity at or being renewable or extendible to a date
more than 12 months from the date of determination. (Section 101) This
restriction will not apply to any sale and leaseback transaction (a) between the
Company and a Domestic Subsidiary, between Domestic Subsidiaries, or between a
Domestic Subsidiary and a Foreign Subsidiary, or (b) involving the taking back
of a lease for a period of three years or less. (Section 1009)

Events of Default

Any one of the following events will constitute an Event of Default
under each Indenture with respect to Securities of any series: (a) failure to
pay any interest on any Debt Security of that series when due, continued for 30
days; (b) failure to pay principal of or any premium on any Debt Security of
that series when due; (c) failure to deposit any sinking fund payment, when due,
in respect of any Debt Security of that series; (d) failure to perform, or
breach of any covenant or warranty of the Company in such Indenture (other than
a covenant included in such Indenture solely for the benefit of a series of Debt
Securities thereunder other than that series) continued for 90 days after
written notice as provided in such Indenture; (e) or default under indebtedness
for money borrowed in an aggregate principal amount exceeding $10,000,000 under
an instrument to which the Company or any Domestic Subsidiary is a party as an
obligor or by which either is bound, which default shall have resulted in such
indebtedness becoming due and payable prior to the date on which it would
otherwise be due and payable, without such default being cured or such
indebtedness having been discharged within ten days after written notice as
provided in each Indenture; (f) certain events in bankruptcy, insolvency or
reorganization of the Company; or (g) any other Event of Default provided with
respect to Debt Securities of that series. (Section 501)

If any Event of Default with respect to the Debt Securities of any
series at the time Outstanding occurs and is continuing, either the Trustee or
the Holders of at least 25 percent in aggregate principal amount of the
Outstanding Debt Securities of that series may declare the principal amount (or,
if the Debt Securities of that series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms thereof) of all the Debt Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree
based on acceleration has been obtained, the Holders of a majority in aggregate
principal amount of Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. (Section 502)

Reference is made to the Applicable Prospectus Supplement relating to
any series of Offered Debt Securities that are Original Issue Discount Debt
Securities for the particular provisions relating to acceleration of the Stated
Maturity of a portion of the principal amount of such series of Original Issue
Discount Debt Securities upon the occurrence of an Event of Default and the
continuation thereof.

Each Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under such Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee and to certain other
conditions, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will 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 Debt Securities of that series. (Section 512)

No Holder of any series of Debt Securities will have any right to
institute any proceeding with respect to any Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default and unless the Holders of at
least 25 percent in principal amount of the Outstanding Debt Securities of that
series shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
(Section 507) However, such limitations do not apply to a suit instituted by a
Holder of a Debt Security for enforcement of payment of the

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principal of and premium, if any, or interest, if any, on such Debt Security on
or after the respective due dates expressed in such Debt Security. (Section 508)

The Company is required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under each
Indenture and as to any default in such performance. (Section 1004)

Modification and Waiver

Modifications and amendments of each Indenture may be made by the
Company and the Trustee with the consent of the Holders of not less than the
majority in aggregate principal amount of the Outstanding Debt Securities of
each series issued under such Indenture and affected by the modification or
amendments; provided, however, that no such modification or amendment may,
without the consent of the Holders of all Debt Securities affected thereby, (i)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Debt Security; (ii) reduce the principal amount of, or
the premium, if any, or interest on, any Debt Security (including in the case of
an Original Issue Discount Debt Security the amount payable upon acceleration of
the maturity thereof); (iii) change the place or currency of payment of
principal of, premium, if any, or interest on any Debt Security; (iv) impair the
right to institute suit for the enforcement of any payment on any Debt Security
on or after the Stated Maturity thereof (or in the case of redemption, on or
after the Redemption Date); or (v) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indentures or for waiver of
compliance with certain provisions of the Indentures or for waiver of certain
defaults. (Section 902)

The Holders of at least a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may, on behalf of all Holders of that
series, waive compliance by the Company with certain restrictive provisions of
each Indenture. (Section 1010) The Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of any series may,
on behalf of all Holders of that series, waive any past default under each
Indenture, except a default in the payment of principal, premium or interest
and in respect of a covenant or provision of such Indenture that cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series affected thereby. (Section 513)

Consolidation, Merger and Sale of Assets

The Company may not consolidate with or merge into any other Person or
transfer or lease its assets substantially as an entirety to any Person and may
not permit any Person to merge into or consolidate with the Company or transfer
or lease its assets substantially as an entirety to the Company, unless (i) any
successor or purchaser is a corporation, partnership, or trust organized under
the laws of the United States of America, any State or the District of Columbia,
and any such successor or purchaser expressly assumes the Company's obligations
on the Debt Securities under a supplemental Indenture, (ii) immediately after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing, (iii) if properties or assets of the Company become
subject to a Mortgage not permitted by the Indentures, the Company or such
successor Person, as the case may be, takes such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby, and (iv) the Company has delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel stating compliance with these
provisions. (Section 801)

Defeasance and Covenant Defeasance

The Indentures provide, unless otherwise indicated in the Applicable
Prospectus Supplement with respect to the Offered Debt Securities, that the
Company, at the Company's option, (a) will be discharged from any and all
obligations in respect of the Debt Securities of any series (except for certain
obligations to register the transfer of or exchange of Debt Securities of such
series, replace stolen, lost or mutilated Debt Securities of such series,
maintain paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indentures, including those
described under "Certain Covenants of the Company," and the

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occurrence of an event described in clause (d) under "Events of Default" shall
no longer be an Event of Default, in each case, if the Company deposits, in
trust, with the Trustee money or U.S. Government Obligations, which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money, in an amount sufficient to pay all the principal of (and
premium, if any) and interest on the Debt Securities of such series on the dates
such payments are due (which may include one or more redemption dates designated
by the Company) in accordance with the terms of the Debt Securities of such
series. Such a trust may only be established if, among other things, (i) no
Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default under the Indentures shall have occurred
and be continuing on the date of such deposit, (ii) such deposit will not cause
the Trustee to have any conflicting interest with respect to other securities of
the Company, and (iii) the Company shall have delivered an Opinion of Counsel to
the effect that the Holders will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit or defeasance and will be
subject to Federal income tax in the same manner as if such defeasance had not
occurred. In the event the Company omits to comply with its remaining
obligations under an Indenture after a defeasance of the Indentures with
respect to the Debt Securities of any series as described under clause (b) above
and the Debt Securities of such series are declared due and payable because of
the occurrence of any Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee may be insufficient to pay amounts due
on the Debt Securities of such series at the time of the acceleration resulting
from such Event of Default. However, the Company will remain liable in respect
of such amounts. (Article Thirteen)

Provisions Applicable to Subordinated Debt Securities

The Subordinated Debt Securities will be subordinate and junior in
right of payment, as set forth in the Subordinated Indenture, to the prior
payment in full of all Senior Indebtedness of the Company. (Section 1401)
"Senior Indebtedness" is defined in the Subordinated Indenture as the principal
(including sinking fund payments) of, and premium, if any, and interest on
any indebtedness, whether outstanding at the date of the Subordinated Indenture
or thereafter created, incurred or assumed, which is for (a) money borrowed by
the Company, (b) indebtedness of the Company evidenced by notes, debentures,
bonds, securities or other instruments of indebtedness for the payment of which
the Company is responsible or liable, by guarantees or otherwise, (c)
obligations of the Company evidencing the purchase price for acquisitions by
the Company or a subsidiary other than in the ordinary course of business, (d)
money borrowed by others and assumed or guaranteed by the Company, (e)
capitalized lease obligations of the Company, and (f) renewals, extensions,
refundings, amendments and modifications of any indebtedness, of the kind
described in the foregoing clauses or of the instruments creating or evidencing
such indebtedness, unless, in each case, by the terms of the instruments
evidencing such indebtedness or such renewal, extension, refunding, amendment
or modification, it is provided that such indebtedness is not senior in rights
of payment to the Subordinated Debt Securities. (Section 101)

In the event of any distribution of assets of the Company upon its
dissolution, winding up, liquidation or reorganization, the holders of Senior
Indebtedness shall first be paid in full in respect of principal, premium, if
any, and interest before any such payments are made on account of the
Subordinated Debt Securities. (Section 1403) In addition, in the event that (a)
Subordinated Debt Securities or any other debt securities issued under the
Subordinated Indenture are declared due and payable because of an Event of
Default (other than the circumstances described in the preceding sentence) or
(b) any default by the Company has occurred and is continuing in the payment of
principal, premium, if any, sinking funds or interest on any Senior
Indebtedness, then no payment shall be made on account of principal, premium,
if any, sinking funds or interest on the Subordinated Debt Securities until all
such payments due in respect of such Senior Indebtedness shall have been paid
in full. (Section 1402)

By reason of such subordination, creditors of the Company who are
holders of Senior Indebtedness may, subject to any subordination provisions that
may be applicable to such creditors, recover more ratably than holders of the
Subordinated Debt Securities.

If this Prospectus is being delivered in connection with a series of
Subordinated Debt Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Indebtedness outstanding as of the end of the Company's most
recent fiscal quarter.

The Subordinated Indenture will not limit the amount of Senior
Indebtedness which may be issued by the Company.

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Concerning the Trustee

The Trustee under each Indenture will be identified in the Applicable
Prospectus Supplement. The Trustee may perform services for the Company in
the ordinary course of business.

Under the Indentures, the Trustee is required to transmit annual
reports to all Holders regarding its eligibility and qualifications as Trustee
under the Indentures and certain related matters. (Section 703)

DESCRIPTION OF CAPITAL STOCK

The description of the Company's capital stock set forth below does not
purport to be complete and is qualified in its entirety by reference to the
Company's Amended Articles of Incorporation (the "Articles of Incorporation")
and Code of Regulations (the "Regulations").

General

Under the Articles of Incorporation of the Company, the total number of
shares of all classes of stock that the Company has authority to issue is
152,000,000, consisting of 150,000,000 shares of Common Stock, par value $1.00
per share, and 2,000,000 shares of Preferred Stock, without par value. In 1989,
the Company established a series of Preferred Stock called Series A ESOP
Convertible Preferred Stock ("Series A Preferred Stock") and authorized the
issuance of 1,762,500 shares of such stock to National City Bank, trustee for
the Company's Employee Stock Ownership Plan. At September 30, 1995, the Company
had 27,344,105 shares of Common Stock and 1,388,443 shares of Preferred Stock
issued and outstanding. The Common Stock is listed on the New York Stock
Exchange under the symbol "FOE".

Each share of outstanding Common Stock represents ownership of one
right ("Right") under the terms of a Shareholder Rights Plan maintained by the
Company. Each Right entitles its holders to buy one share of the Company's
Common Stock upon the occurrence of certain events. See "Certain Antitakeover
Provisions - Shareholder Rights Plan" for a description of the Rights and the
Shareholder Rights Plan.

Common Stock

The holders of Common Stock are entitled to one vote per share on all
matters presented to shareholders. Subject to any preferential rights of
outstanding series of Preferred Stock, the holders of Common Stock are entitled
to such distributions as may be declared from time to time by the Board of
Directors from funds available therefor, and upon liquidation are entitled to
receive pro rata all assets of the Company available for distribution to such
holders. A procedure for invoking cumulative voting for the election of
directors is provided by the statutory law of Ohio. All shares of Common Stock
issued in the offering will be fully paid and non assessable and the holders
thereof will not have preemptive rights. As described above, one Right will be
issued along with each share of Common Stock issued in the offering.

Preferred Stock

The Articles of Incorporation provide that all shares of Preferred
Stock shall be of equal rank and shall be identical except with respect to those
matters that may be fixed by the Board of Directors. The Board is authorized to
provide for the issuance of such Preferred Stock in one or more series and to
determine such matters as the annual dividend rate, conversion rights,
redemption rights and prices, the terms of any sinking funds established for the
purchase or redemption of Preferred Stock, the amounts payable to holders in the
event of a voluntary liquidation, dissolution or winding up of the Company and
restrictions on issuance. In the event of involuntary liquidation, dissolution
or winding up of the Company's affairs, the Preferred Stock will be entitled to
a liquidation preference of $25.00 per share, plus accrued and unpaid dividends.
The holders of shares of Preferred Stock will

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not be entitled to any preemptive right to purchase or have offered to them any
shares or other securities of the Company whether now or hereafter authorized.

The Board is not authorized to establish the voting rights of Preferred
Stock. Holders of Preferred Stock are generally entitled to one vote for each
share of such stock upon all matters presented to the shareholders, plus special
voting rights in the event of a default in the payment of preferred dividends.
If the Company is in default in the payment of six (6) full quarterly dividends
(whether or not consecutive), the holders of Preferred Stock shall be entitled
to vote for the election of two additional directors of the Company, who shall
remain in office until such dividends in arrears are paid (the "Preferred
Director Rights"). The vote of the holders of at least two-thirds of the
outstanding shares of Preferred Stock will be necessary to effect (i) any
amendment, alteration or repeal of any of the provisions of the Articles of
Incorporation or of the Regulations of the Company which affects adversely the
voting powers, rights or preferences of the holders of Preferred Stock (certain
types of amendments being deemed not adverse for this purpose), or (ii) the
authorization or creation of, or the increase in the authorized amount of, any
shares of any class, or any security convertible into shares of any class,
ranking prior to the Preferred Stock, or (iii) the purchase or redemption of
less than all the Preferred Stock then outstanding (except in accordance with a
stock purchase offer made to all holders of Preferred Stock) when any dividends
or sinking fund obligations on the Preferred Stock are in arrears.

The vote of the holders of at least a majority of the outstanding
shares of Preferred Stock will be necessary to effect (i) the sale, lease or
conveyance by the Company of all or substantially all of its property or
business, or its consolidation with or merger into any other corporation, unless
the resulting corporation will have no shares authorized or outstanding ranking
prior to or on a parity with the Preferred Stock except the same number with the
same rights and preferences as those of the Company authorized and outstanding
immediately preceding such consolidation or merger, and each holder of Preferred
Stock immediately prior thereto receives the same number of shares, with the
same rights and preferences, of the resulting corporation, or (ii) the
authorization of any shares ranking on a parity with the Preferred Stock or an
increase in the authorized number of shares of Preferred Stock.

The Company believes that the ability of the Board of Directors to
issue one or more classes or series of Preferred Stock provides the Company with
increased flexibility in structuring possible future financings and
acquisitions, and in meeting other corporate needs which might arise. The
authorized shares of Preferred Stock, as well as shares of Common Stock, are
available for issuance without further action by the Company's shareholders,
unless such action is required by applicable law or the rules of any stock
exchange or automated quotation system on which the Company's securities may be
listed or traded.

The issuance of any such series of Preferred Stock may have an adverse
effect on the rights of holders of Common Stock.

The terms of the Preferred Stock and the applicable Certificate of
Designation will be set forth in the applicable Prospectus Supplement. Among the
terms which would be specified in the applicable Prospectus Supplement are the
following: (i) the annual dividend rate, if any, or the means by which such
dividend rate may be calculated (including without limitation the possibility
that the rate of such dividends may bear an inverse relationship to some index
or standard) and the date or dates from which such dividends shall accrue and
the date or dates on which such dividends shall be paid and whether such
dividends shall be cumulative; (ii) the price at which and the terms and
conditions on which the share of such series of Preferred Stock may be redeemed,
including the period of time during which such share may be redeemed, any
premium to be paid over and above the par value of such shares of Preferred
Stock, whether and to what extent accumulated dividends on such shares of
Preferred Stock will be paid upon the redemption of such shares; (iii) the
liquidation preference, if any, over and above the par value of such shares of
Preferred Stock and whether and to what extent the holders of such shares of
Preferred Stock shall be entitled to accumulated dividends in the event of the
voluntary or involuntary liquidation, dissolution or winding-up of the affairs
of the Company; (iv) whether the share of Preferred Stock shall be subject to
the operation of a retirement or sinking fund and, if so, a description of the
operation of such retirement or sinking fund; (v) the terms and conditions, if
any, on which the shares of Preferred Stock may be convertible into, or
exchangeable for, shares of any other class or classes of stock of the Company,
including the price or rate of conversion or exchange and the method for
effecting such conversion or exchange, provided that no shares of

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Preferred Stock will be convertible into shares of a class that has superior
rights or preferences as to dividends or distribution of assets of the Company
upon the voluntary or involuntary dissolution or liquidation of the Company; and
(vi) other preferences, rights, qualifications or restrictions or material terms
of such shares of Preferred Stock.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Common Stock and Preferred
Stock is National City Bank.

CERTAIN ANTITAKEOVER PROVISIONS

The Articles of Incorporation and the Regulations contain certain
provisions that could make more difficult the acquisition of the Company by
means of a tender offer, a proxy contest or otherwise. These provisions are
expected to discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
the Company to negotiate first with the Board of Directors. The Company believes
that the benefits of these provisions outweigh the potential disadvantages of
discouraging such proposals because, among other things, negotiation of such
proposals might result in an improvement of their terms. The description set
forth below is intended as a summary only and is qualified in its entirety by
reference to the Articles of Incorporation and the Regulations, which have been
incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part, and the laws of the State of Ohio.

Classified Board of Directors

The Regulations provide that the Board of Directors is divided into
three classes of directors, each consisting of not less than three nor more than
five directors and with the classes serving staggered three-year terms. The
classification of directors has the effect of making it more difficult for
shareholders to change the composition of the Board of Directors. The Company
believes, however, that the longer time required to elect a majority of a
classified Board of Directors helps to ensure continuity and stability of the
Company's management and policies.

The classification provisions could also have the effect of
discouraging a third party from accumulating large blocks of the Company's stock
or attempting to obtain control of the Company, even though such an attempt
might be beneficial to the Company and its shareholders. Accordingly,
shareholders could be deprived of certain opportunities to sell their shares of
Common Stock at a higher market price than might otherwise be the case.

Number of Directors; Filling Vacancies

The Regulations provide that the number of directors shall be not less
than nine nor more than fifteen as may be determined by the vote of the
shareholders at any annual meeting or special meeting called for the purpose of
electing directors. In addition to the authority of shareholders to fix or
change the number of directors, the Board may change the number of directors and
may fill any director's office that is created by an increase in the number of
directors; provided, however, the Board may not change the number of directors
by more than two from the number authorized by the shareholders at the last
annual or special meeting. In no event may the directors fix the numbers of
directors at less than nine nor more than fifteen. The Regulations provide that
any vacancies may be filled by a vote of a majority of the remaining directors,
though less than a quorum.

Special Meetings

The Regulations provide that the call by shareholders of a special
meeting of shareholders shall require that holders of 25% of the outstanding
shares of the Company participate in such call. This provision may have the
effect of delaying consideration of a shareholder proposal until the next annual
meeting.

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Shareholder Rights Plan

The Company maintains a Shareholder Rights Plan under which, until the
occurrence of certain events, each share of outstanding Common Stock represents
ownership of one right ("Right"). The Rights become exercisable only if a person
or group acquires 20% or more of the Common Stock (10% under certain
circumstances) or commences a tender or exchange offer upon consummation of
which such person or group would control 20% or more of the Common Stock. Each
Right entitles holders to buy, from the Company, one share of its Common Stock
at an exercise price of $20.00 per share. The Rights, which do not entitle the
holders to the right to vote or receive dividends, expire on April 9, 1996.
Rights may be redeemed by the Company at $.022 per Right at any time until the
fifteenth day following public announcement that a person or group has acquired
20% or more of the voting power, unless such period is extended by the Board of
Directors while the Rights are redeemable.

If any person becomes the owner of 20% or more of the Common Stock (10%
under certain circumstances), or if the Company is the surviving corporation in
a merger with a 20% or more stockholder and its Common Stock is not changed or
converted, or if a 20% or more stockholder engages in certain self-dealing
transactions with the Company, then each Right not owned by such person or
related parties will entitle its holder to purchase one share of Common Stock at
a purchase price of 20% of the then current market price of the Common Stock.

In the event the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation or
the Company is the surviving corporation but its Common Stock is changed or
exchanged or 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right shall have the right to receive, upon
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the surviving company which at the time of the
transaction would have a market value of two times the exercise price of the
Right.

DESCRIPTION OF WARRANTS

The Company has no Warrants outstanding. The Company may issue Warrants
for the purchase of Debt Securities, Common Stock or Preferred Stock. Warrants
may be issued independently of or together with any other Securities offered by
an applicable Prospectus Supplement and may be attached to or separate from such
Securities. Warrants may be issued under a Warrant Agreement (each, a Warrant
Agreement") to be entered into between the Company and a warrant agent specified
in the applicable Prospectus Supplement (the Warrant Agent"). The Warrant Agent
will act solely as an agent of the Company in connection with the Warrants of a
particular series and will not assume any obligation or relationship of agency
or trust for or with any holders or beneficial owners of Warrants. The following
sets forth certain general terms and provisions of the Warrants. Further terms
of the Warrants and the applicable Warrant Agreement will be set forth in the
applicable Prospectus Supplement.

The applicable Prospectus Supplement will describe the terms of the
Warrants in respect of which this Prospectus is being delivered, including,
where applicable, the following: (1) the title of such Warrants; (2) the
aggregate number of such Warrants; (3) the price or prices at which such
Warrants will be issued; (4) the designation, number and terms of the Debt
Securities and/or shares of Common Stock or Preferred Stock purchasable upon
exercise of such Warrants; (5) the designation and terms of the other
Securities, if any, with which such Warrants are issued and the number of such
Warrants issued with each such Security; (6) the date, if any, on and after
which such Warrants and the related Debt Securities and/or Common Stock or
Preferred Stock, if any, will be separately transferable; (7) the price at which
Debt Securities and/or each share of Common Stock or Preferred Stock purchasable
upon exercise of such Warrants may be purchased and provisions, if any, for
changes to or adjustments in the exercise price; (8) the date on which the right
to exercise such Warrants shall commence and the date on which such right shall
expire; (9) the minimum or maximum amount of such Warrants which may be
exercised at any one time; (10) information with respect to book-entry
procedures, if any; (11) a discussion of certain federal income tax
considerations; and (12) any other terms of such Warrants, including terms,
procedures and limitations relating to the transferability, exchange and
exercise of such Warrants.

-17-
<PAGE> 18

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Common Stock or Preferred Stock at a
future date or dates. The price per share of Preferred Stock or Common Stock may
be fixed at the time the Stock Purchase Contracts are issued or may be
determined by reference to a specific formula set forth in the Stock Purchase
Contracts. The Stock Purchase Contracts may be issued separately or as a part of
units ("Stock Purchase Units"), each consisting of a Stock Purchase Contract and
debt obligations of the United States of America or agencies or
instrumentalities thereof securing the holders' obligations to purchase the
Preferred Stock or the Common Stock under the Stock Purchase Contracts. The
Stock Purchase Contracts may require the Company to make periodic payments to
the holders of the Stock Purchase Units or vice versa, and such payments may be
unsecured or prefunded on a specified basis. The Stock Purchase Contracts may
require holders to secure their obligations thereunder in a specified manner.

The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units. The description in the Prospectus
Supplement will not purport to be complete and will be qualified in its entirety
by reference to the Stock Purchase Contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such Stock Purchase
Contracts or Stock Purchase Units.

PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement.

Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, at prices related to the prevailing market prices at the
time of sale, or at negotiated prices. The Company also may, from time to time,
authorize underwriters acting as the Company's agents to offer and sell the
Securities upon the terms and conditions as will be set forth in the applicable
Prospectus Supplement. In connection with the sale of the Securities,
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of Securities for whom they act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions from the underwriters and/or commissions from
the purchasers for whom they act as agents.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities and any discounts, concessions or
commissions allowed by underwriters to participating dealers will be set forth
in the applicable Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with the Company, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase Securities from the Company at the public offering
price set forth in such Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a future date. Institutions with
whom delayed delivery contracts may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but will in all cases be
subject to the approval of the Company. The applicable Prospectus Supplement
will set forth the commission payable for solicitation of such offers.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for the Company and its
subsidiaries in the ordinary course of business.

-18-
<PAGE> 19
LEGAL MATTERS

Certain legal matters in connection with the Securities to be offered
hereby, including their legality, will be passed upon for the Company by Squire,
Sanders & Dempsey, Cleveland, Ohio. Mark A. Cusick, Esq., a partner in such
firm, is Secretary of the Company.

EXPERTS

The consolidated financial statements of the Company at December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994, appearing in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in auditing and accounting. To the extent that KPMG
Peat Marwick LLP audits and reports on the consolidated financial statements of
the Company issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the Registration Statement in reliance upon their report and said
authority.

-19-
<PAGE> 20

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The Company estimates that expenses, other than underwriting
compensation, in connection with the offering described in this Registration
Statement will be as follows:

<TABLE>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . $103,449
Trustee's Fees . . . . . . . . . . . . . . . . . . . . . 6,500
Printing and Engraving . . . . . . . . . . . . . . . . . 10,000
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . 55,000
Accounting Fees . . . . . . . . . . . . . . . . . . . . 20,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . . 140,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 5,000
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 344,949
=========
</TABLE>

Item 15. Indemnification of Directors and Officers.

The Regulations of the Company provide that the Company shall indemnify
any present or former director or officer of the Company against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director or officer in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law.

Ohio Revised Code Section 1701.13 permits indemnification of such
persons, with respect to such matters, other than an action by or in the right
of the Company, if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
the Company, such Ohio Revised Code section permits indemnification of such
persons against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the settlement or defense of such action if
he acted in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, subject to certain exceptions,
including an exception for a matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company, unless the court in which such action was brought determines that such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

The Company maintains and pays the premium on contracts insuring the
Company (with certain exclusions) against any liability to directors and
officers it may incur under the above indemnity provisions and insuring each
director and officer of the Company against liability and expense (with certain
exclusions), including legal fees, which he may incur by reason of his
relationship to the Company, even if the Company does not have the obligation or
right to indemnify him against such liability or expense.

Item 16. Exhibits.
<TABLE>
<S> <C>
(1a)* -- Form of Underwriting Agreement for Debt Securities.
(1b)* -- Form of Underwriting Agreement for Common Stock.
(1c)* -- Form of Underwriting Agreement for Preferred Stock.
</TABLE>

II-1
<PAGE> 21

<TABLE>
<S> <C>
(1d)* -- Form of Underwriting Agreement for Warrants.
(4a) -- Form of Senior Indenture (Form of Senior Debt
Security included therein).
(4b) -- Form of Subordinated Indenture (Form of Subordinated
Debt Security included therein).
(4c) -- Form of Common Stock Certificate.
(4d) -- Form of Preferred Stock Certificate.
(4e)* -- Form of Warrant Agreement.
(4f)* -- Form of Stock Purchase Contract.
(4g) -- Eleventh Amended Articles of Incorporation (filed
as Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the three months ended September 30,
1989, which Exhibit is hereby incorporated by
reference herein).
(4h) -- Certified Amendment to the Eleventh Amended
Articles of Incorporation (filed as Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, which Exhibit is hereby
incorporated by reference herein).
(4i) -- Rights Agreement dated as of March 21, 1986
between the Company and National City Bank, as Rights
Agent (filed as Exhibit 1.2 to the Registration
Statement on Form 8-A filed on March 27, 1986, which
Exhibit is hereby incorporated by reference
herein).
(4j) -- Amendment No. 1 to Rights Agreement dated as of
March 31, 1989 between the Company and National City
Bank, as Rights Agent (filed as Exhibit 1 to the
Company's Current Report on Form 8-K dated April 6,
1989, which Exhibit is hereby incorporated by
reference herein).
(5)* -- Opinion of Squire, Sanders & Dempsey regarding the
legality of the Securities being registered.
(12a) -- Computation of Ratio of Earnings to Fixed Charges.
(12b) -- Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
(23a) -- Consent of KPMG Peat Marwick LLP.
(23b)* -- Consent of Squire, Sanders & Dempsey (included in
Exhibit 5).
(24) -- Power of Attorney.
(25)* -- Statement of Eligibility and Qualification on Form
T-1 under the Trust Indenture Act of 1939, as
amended, of the Trustee.
(27) -- Financial Data Schedule.
</TABLE>
- ------------------
* To be filed by amendment.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

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

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

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

(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;

II-2
<PAGE> 22

provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(4) 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) That, for purposes of determining any liability the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to the Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

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 described under Item 15 above 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has theretofore been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 23
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ferro
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on this 31st day of
October, 1995.

FERRO CORPORATION

By: /s/ Albert C. Bersticker
-----------------------------
Albert C. Bersticker, President
and Chief Executive Officer

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

Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/ Albert C. Bersticker President and Chief October 31, 1995
- ----------------------------- Executive Officer
Albert. C. Bersticker and Director
(Principal Executive
Officer)

*/s/ Hector R. Ortino Executive Vice President October 31, 1995
- ----------------------------- and Chief Financial-
Hector R. Ortino Administrative Officer and
Director (Principal
Financial Officer)
</TABLE>

<PAGE> 24

Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/ Gary H. Ritondaro Vice President, Finance October 31, 1995
- ----------------------------- (Principal Accounting
Gary H. Ritondaro Officer)

*/s/ Sandra Harden Austin Director October 31, 1995
- -----------------------------
Sandra Harden Austin

*/s/ Paul S. Brentlinger Director October 31, 1995
- -----------------------------
Paul S. Brentlinger

*/s/ Glenn R. Brown Director October 31, 1995
- -----------------------------
Glenn R. Brown

*/s/ Werner F. Bush Director October 31, 1995
- -----------------------------
Werner F. Bush

*/s/ William E. Butler Director October 31, 1995
- -----------------------------
William E. Butler

*/s/ A. James Freeman Director October 31, 1995
- -----------------------------
A. James Freeman

*/s/ John C. Morley Director October 31, 1995
- -----------------------------
John C. Morley

*/s/ Adolph Posnick Director October 31, 1995
- -----------------------------
Adolph Posnick

*/s/ Rex A. Sebastian Director October 31, 1995
- -----------------------------
Rex A. Sebastian

*/s/ Dennis W. Sullivan Director October 31, 1995
- -----------------------------
Dennis W. Sullivan
</TABLE>
* Gary H. Ritondaro, by signing his name hereto does hereby sign
this document pursuant to powers of attorney duly executed by
the other persons indicated, filed with the Securities and
Exchange Commission, on behalf of such other persons, all in the
capacities and on the date stated, such persons including a
majority of the directors of the Company.

/s/ Gary H. Ritondaro
-----------------------------------
Gary H. Ritondaro, Attorney-in-Fact
<PAGE> 25

INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
(1a)* -- Form of Underwriting Agreement for Debt Securities.
(1b)* -- Form of Underwriting Agreement for Common Stock.
(1c)* -- Form of Underwriting Agreement for Preferred Stock.
(1d)* -- Form of Underwriting Agreement for Warrants.
(4a) -- Form of Senior Indenture (Form of Senior Debt Security included therein).
(4b) -- Form of Subordinated Indenture (Form of Subordinated Debt Security included therein).
(4c) -- Form of Common Stock Certificate.
(4d) -- Form of Preferred Stock Certificate.
(4e)* -- Form of Warrant Agreement.
(4f)* -- Form of Stock Purchase Contract.
(4g) -- Eleventh Amended Articles of Incorporation (filed as
Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the three months ended September 30, 1989, which Exhibit is hereby
incorporated by reference herein).
(4h) -- Certified Amendment to the Eleventh Amended Articles of
Incorporation (filed as Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, which Exhibit is hereby
incorporated by reference herein).
(4i) -- Rights Agreement dated as of March 21, 1986 between the
Company and National City Bank, as Rights Agent (filed as
Exhibit 1.2 to the Registration Statement on Form 8-A filed
on March 27, 1986, which Exhibit is hereby incorporated by
reference herein).
(4j) -- Amendment No. 1 to Rights Agreement dated as of March 31,
1989 between the Company and National City Bank, as Rights
Agent (filed as Exhibit 1 to the Company's Current Report on
Form 8-K dated April 6, 1989, which Exhibit is hereby
incorporated by reference herein).
(5)* -- Opinion of Squire, Sanders & Dempsey regarding the validity
of the Securities being registered.
(12a) -- Computation of Ratio of Earnings to Fixed Charges.
(12b) -- Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
(23a) -- Consent of KPMG Peat Marwick, LLP.
(23b)* -- Consent of Squire, Sanders & Dempsey (included in Exhibit 5).
</TABLE>
<PAGE> 26

<TABLE>
<S> <C>
(24) -- Power of Attorney
(25)* -- Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended, of the Trustee.
(27) -- Financial Data Schedule.
</TABLE>

- ---------------------
*To be filed by amendment.

<PAGE> 1
EXHIBIT 4a

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

FERRO CORPORATION

and

--------------------------
Trustee

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

INDENTURE

Dated as of , 199
----------- --

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

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

<PAGE> 2

FERRO CORPORATION
Certain Sections of this Indenture relating to
Sections 310 through 318, inclusive, of the
Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C> <C>
Section 310 (a)(1) ................................................................ 609
(a)(2) ................................................................ 609
(a)(3) ................................................................ Not Applicable
(a)(4) ................................................................ Not Applicable
(a)(5) ................................................................ 609
(b) ................................................................ 608
................................................................ 610

Section 311 (a) ................................................................ 613
(b) ................................................................ 613
Section 312 (a) ................................................................ 701
................................................................ 702(a)

(b) ................................................................ 702(b)
(c) ................................................................ 702(c)
Section 313 (a) ................................................................ 703(a)
(b) ................................................................ 703(b)
(c) ................................................................ 703(a)
................................................................ 703(b)

(d) ................................................................ 703(c)
Section 314 (a) ................................................................ 704
(a)(4) ................................................................ 1004
(b) ................................................................ Not Applicable
(c)(1) ................................................................ 102
(c)(2) ................................................................ 102
(c)(3) ................................................................ Not Applicable
(d) ................................................................ Not Applicable
(e) ................................................................ 102
Section 315 (a) ................................................................ 601
(b) ................................................................ 602
(c) ................................................................ 601
(d) ................................................................ 601
(e) ................................................................ 514
Section 316 (a) ................................................................ 101
(a)(1)(A) ................................................................ 502
................................................................ 512
(a)(1)(B) ................................................................ 513
(a)(2) ................................................................ Not Applicable
(b) ................................................................ 508
(c) ................................................................ 104(c)
................................................................ 513
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
Section 317 (a)(1) ................................................................ 503
(a)(2) ................................................................ 504
(b) ................................................................ 1003
Section 318 (a) ................................................................ 107
</TABLE>

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

<PAGE> 4

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES..................................................................................... 1

RECITALS OF THE COMPANY..................................................................... 1
</TABLE>

ARTICLE ONE
<TABLE>
<CAPTION>
Definitions and Other Provisions of General Application
<S> <C> <C>
Section 101. Definitions.................................................................... 1
Act............................................................................ 1
Affiliate...................................................................... 1
Attributable Debt.............................................................. 2
Authenticating Agent........................................................... 2
Board of Directors............................................................. 2
Board Resolution............................................................... 2
Book-Entry Security............................................................ 2
Business Day................................................................... 2
Commission..................................................................... 2
Company........................................................................ 2
Company Request................................................................ 3
Consolidated Net Tangible Assets............................................... 3
Corporate Trust Office......................................................... 3
corporation.................................................................... 3
Debt........................................................................... 3
Defaulted Interest............................................................. 3
Depository..................................................................... 3
Domestic Subsidiary............................................................ 3
Event of Default............................................................... 3
Funded Debt.................................................................... 3
Holder......................................................................... 3
Indenture...................................................................... 3
interest....................................................................... 4
Interest Payment Date.......................................................... 4
Maturity....................................................................... 4
Mortgage....................................................................... 4
Officers' Certificate.......................................................... 4
Opinion of Counsel............................................................. 4
Original Issue Discount Security............................................... 4
Outstanding.................................................................... 4
pari passu..................................................................... 5
Paying Agent................................................................... 5
Person......................................................................... 5
Place of Payment............................................................... 5
Predecessor Security........................................................... 5
Principal Domestic Manufacturing Property...................................... 5
</TABLE>

- -------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.

- i -

<PAGE> 5

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Redemption Date................................................................ 6
Redemption Price............................................................... 6
Regular Record Date............................................................ 6
Securities..................................................................... 6
Security Register.............................................................. 6
Special Record Date............................................................ 6
Stated Maturity................................................................ 6
Subsidiary..................................................................... 6
Trustee........................................................................ 6
Trust Indenture Act............................................................ 6
Vice President................................................................. 6
Yield to Maturity.............................................................. 7

Section 102. Compliance Certificates and Opinions........................................... 7

Section 103. Form of Documents Delivered to Trustee......................................... 7

Section 104. Acts of Holders; Record Dates.................................................. 8

Section 105. Notices, Etc., to Trustee and Company.......................................... 9

Section 106. Notice to Holders; Waiver...................................................... 9

Section 107. Conflict with Trust Indenture Act.............................................. 9

Section 108. Effect of Headings and Table of Contents....................................... 9

Section 109. Successors and Assigns......................................................... 10

Section 110. Separability Clause............................................................ 10

Section 111. Benefits of Indenture.......................................................... 10

Section 112. Governing Law.................................................................. 10

Section 113. Legal Holidays................................................................. 10

ARTICLE TWO

Security Forms

Section 201. Forms Generally................................................................ 10

Section 202. Form of Face of Security....................................................... 11

Section 203. Form of Reverse of Security.................................................... 12
</TABLE>

- -------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.

- ii -
<PAGE> 6

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 204. Additional Provisions Required in Book-Entry Security.......................... 15

Section 205. Form of Trustee's Certificate of Authentication................................ 15

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series........................................... 16

Section 302. Denominations.................................................................. 18

Section 303. Execution, Authentication, Delivery and Dating................................. 18

Section 304. Temporary Securities........................................................... 19

Section 305. Registration, Registration of Transfer and Exchange............................ 19

Section 306. Mutilated, Destroyed, Lost and Stolen Securities............................... 21

Section 307. Payment of Interest; Interest Rights Preserved................................. 21

Section 308. Persons Deemed Owners.......................................................... 22

Section 309. Cancellation................................................................... 22

Section 310. Computation of Interest........................................................ 23

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture........................................ 23

Section 402. Application of Trust Money..................................................... 24

ARTICLE FIVE

Remedies

Section 501. Events of Default.............................................................. 24

Section 502. Acceleration of Maturity; Rescission and Annulment............................. 26

Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee....................................................... 27
</TABLE>

- -------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.

- iii -
<PAGE> 7

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 504. Trustee May File Proofs of Claim............................................... 28

Section 505. Trustee May Enforce Claims without Possession
of Securities................................................................ 28

Section 506. Application of Money Collected................................................. 28

Section 507. Limitation on Suits............................................................ 29

Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest......................................................... 29

Section 509. Restoration of Rights and Remedies............................................. 29

Section 510. Rights and Remedies Cumulative................................................. 30

Section 511. Delay or Omission Not Waiver................................................... 30

Section 512. Control by Holders............................................................. 30

Section 513. Waiver of Past Defaults........................................................ 31

Section 514. Undertaking for Costs.......................................................... 31

Section 515. Waiver of Stay or Extension Laws............................................... 32

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities............................................ 32

Section 602. Notice of Defaults............................................................. 33

Section 603. Certain Rights of Trustee...................................................... 33

Section 604. Not Responsible for Recitals or Issuance of Securities......................... 34

Section 605. May Hold Securities............................................................ 34

Section 606. Money Held in Trust............................................................ 34

Section 607. Compensation and Reimbursement................................................. 34

Section 608. Disqualification; Conflicting Interests........................................ 35
</TABLE>

- -------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.

- iv -
<PAGE> 8

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 609. Corporate Trustee Required; Eligibility........................................ 35

Section 610. Resignation and Removal; Appointment of Successor.............................. 35

Section 611. Acceptance of Appointment by Successor......................................... 37

Section 612. Merger, Conversion, Consolidation or Succession
to Business.................................................................. 38

Section 613. Preferential Collection of Claim Against Company............................... 38

Section 614. Appointment of Authenticating Agent............................................ 38

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses
Of Holders................................................................... 39

Section 702. Preservation of Information; Communications
to Holders................................................................... 40

Section 703. Reports by Trustee............................................................. 40

Section 704. Reports by Company............................................................. 41

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms........................... 41

Section 802. Successor Person Substituted................................................... 42

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders............................. 42

Section 902. Supplemental Indentures with Consent of Holders................................ 43

Section 903. Execution of Supplemental Indentures........................................... 44

Section 904. Effect of Supplemental Indentures.............................................. 44
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Section 905. Conformity with Trust Indenture Act............................................ 44

Section 906. Reference in Securities to Supplemental Indentures............................. 45

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest..................................... 45

Section 1002. Maintenance of Office or Agency................................................ 45

Section 1003. Money for Securities Payments to be Held in Trust.............................. 45

Section 1004. Statement by Officers as to Default............................................ 46

Section 1005. Existence...................................................................... 47

Section 1006. Maintenance of Properties...................................................... 47

Section 1007. Payment of Taxes and Other Claims.............................................. 47

Section 1008. Restrictions on Secured Debt................................................... 47

Section 1009. Limitation on Sales and Leasebacks............................................. 48

Section 1010. Waiver of Certain Covenants.................................................... 49

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article....................................................... 50

Section 1102. Election to Redeem; Notice to Trustee.......................................... 50

Section 1103. Selection by Trustee of Securities to be Redeemed.............................. 50

Section 1104. Notice of Redemption........................................................... 50

Section 1105. Deposit of Redemption Price.................................................... 51

Section 1106. Securities Payable on Redemption Date.......................................... 51

Section 1107. Securities Redeemed in Part.................................................... 51
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ARTICLE TWELVE

Sinking Funds
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Section 1201. Applicability of Article....................................................... 52

Section 1202. Satisfaction of Sinking Fund Payments with Securities.......................... 52

Section 1203. Redemption of Securities for Sinking Fund...................................... 52

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance..................................... 53

Section 1302. Defeasance and Discharge....................................................... 53

Section 1303. Covenant Defeasance............................................................ 53

Section 1304. Conditions to Defeasance or Covenant Defeasance................................ 54

Section 1305. Deposited Money and U.S. Government Obligations to
be Held in Trust; Other Miscellaneous Provisions............................. 55

Section 1306. Reinstatement.................................................................. 56

TESTIMONIUM ............................................................................... 56

SIGNATURE AND SEALS ............................................................................... 56

ACKNOWLEDGMENTS ............................................................................... 57
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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
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<PAGE> 11

INDENTURE, dated as of ________, 199_ between Ferro Corporation, a
corporation duly organized and existing under the laws of the State of Ohio
(herein called the "Company"), having its principal office at 1000 Lakeside
Avenue, Cleveland, Ohio 44114, and _________________________, a________________
_______________________ duly organized and existing under the laws of the United
States of America, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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 agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
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;

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally
accepted accounting principles in the United States, and, except
as otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the
date of this instrument; 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.

"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

<PAGE> 12

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.

"Attributable Debt" means, as to any particular lease under which
any Person is at the time liable, at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining term thereof (after giving effect
to any extensions at the option of the lessor), discounted from the respective
due dates thereof to such date at a rate of 1% per annum over the weighted
average Yield to Maturity of the Outstanding Securities compounded
semi-annually, such average being weighted by the principal amount of each
series Outstanding or in the case of any series of Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series that would be payable upon acceleration of the Maturity
thereof at the time of such determination. The net amount of rent required to be
paid under any such lease for any such period shall be the amount of rent
payable by the lessee with respect to such period, after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. 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.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more Series.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

"Book-Entry Security" means a Security in the form prescribed in
Section 204 evidencing all or part of a series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such
Depository or nominee.

"Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution 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 at such time.

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

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<PAGE> 13

"Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

"Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being renewable or extendible) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

"Corporate Trust Office" means the principal office of the Trustee
in the United States of America at which at any particular time its corporate
trust business shall be administered.

"corporation" means a corporation, association, company,
joint-stock company or business trust.

"Debt" shall have the meaning ascribed to it in Section 1008.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the Person designated as Depository for such series by the Company
pursuant to Section 301, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934, as amended; and if at any time there
is more than one such Person, `Depository' as used with respect to the
Securities of any series shall mean the Depository with respect to the
Securities of such series.

"Domestic Subsidiary" means a Subsidiary (a) substantially all the
fixed assets of which are located, or substantially all the business of which is
carried on, within the United States of America, or (b) which owns or leases any
Principal Domestic Manufacturing Property, except that such term shall exclude
any Subsidiary the principal business of which is the financing or ownership of
the operations of the Company or its Subsidiaries outside the United States of
America (but such Subsidiary shall be excluded only so long as it shall neither
own nor lease any Principal Domestic Manufacturing Property).

"Event of Default" has the meaning specified in Section 501.

"Funded Debt" means all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the amount thereof is
to be determined or having a maturity of less than 12 months but by its terms
being renewable or extendible beyond 12 months from such date at the option of
the borrower.

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

"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,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act

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<PAGE> 14

that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as contemplated by
Section 301.

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

"Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

"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 or acceleration, call for redemption or otherwise.

"Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

"Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or other counsel acceptable to the Trustee.

"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 for whose payment or redemption 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; 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; and

(iii) 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
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;

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<PAGE> 15

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, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall 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 pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 301 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security and (iii) Securities owned
by the Company or any other obligor upon the 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 relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee 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.

"pari passu", when used with respect to the ranking of any Debt of
any Person in relation to other debt of such Person, means that each such Debt
(a) either (i) is not subordinate in right of payment to any other Debt of such
person or (ii) is subordinate in right of payment to the same Debt of such
Person as is the other and is so subordinate to the same extent and (b) is not
subordinate in right of payment to the other or to any Debt of such Person as to
which the other is not so subordinate.

"Paying Agent" means any Person authorized by the Company to pay
the principal of or any premium or interest on any Securities on behalf of the
Company.

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

"Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

"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 shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Principal Domestic Manufacturing Property" means any building,
structure or other facility, together with the land upon which it is erected and
fixtures comprising a part thereof, used primarily for manufacturing, processing
or warehousing of the Company's products and located in the United States of
America, owned or leased by the Company or any Subsidiary, the gross book value
(without deduction of any depreciation reserves) of which on the date as of
which the determination is being made exceeds 1% of Consolidated Net Tangible
Assets, other than any such building, structure or other facility or portion
thereof or any such land or fixture (i) which is financed by obligations issued
by a State, a Territory, or a possession of the United States, or any political
subdivision of any of the

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<PAGE> 16

foregoing, or the District of Columbia, the interest on which is excludable from
gross income of the holders thereof pursuant to the provisions of Section
103(a)(1) of the Internal Revenue Code or the provisions of Section 745 of Title
48 of the United States Code (or any successor to such provisions) as in effect
at the time of the issuance of such obligations, or (ii) which, in the opinion
of the Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Subsidiaries as an entirety.

"Redemption Date", when used with respect to any Security to be
redeemed, 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.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest
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 as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has 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.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument 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, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

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<PAGE> 17

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

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 such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such
certificate or opinion has read such covenant or condition 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 covenant or condition 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 with respect 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.

Any certificate or opinion of any officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel 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 with
respect 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 with respect to such matters are
erroneous.

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<PAGE> 18

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; Record Dates.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date for action to be taken by the Holders of one or more series of
Securities, only the Holders of Securities of such series on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

(d) The ownership of Securities shall be proved by the Security
Register.

(e) 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 or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

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<PAGE> 19

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 Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department, 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
instrument, Attention: Corporate Secretary, 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 to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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.

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

Section 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108. 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.

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<PAGE> 20

Section 109. 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 110. Separability Clause.

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

Section 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of Ohio, exclusive of its
choice of law rules.

Section 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, 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 or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue with respect to the amount so payable for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

ARTICLE TWO

Security Forms

Section 201. Forms Generally.

The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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<PAGE> 21

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

Section 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

FERRO CORPORATION

___________________________________

No. ___________ $___________

Ferro Corporation, a corporation duly organized and existing under
the laws of Ohio (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ___________________________, or registered assigns, the
principal sum of ________________________ Dollars ($_________) on______________
________________________ [if the Security is to bear interest prior to Maturity,
insert -- , and to pay interest thereon from ___________ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on ______________ and __________ in each year, commencing
____________, at the rate of ____% per annum, until the principal hereof is paid
or made available for payment [if applicable, insert -- , and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
____% per annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the _________ or ________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for 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 for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].
[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

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<PAGE> 22

Payment of the principal of (and premium, if any) and [if
applicable, insert -- any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in __________, in
such coin or currency of [the United States of America] [insert other currency,
if applicable] as at the time of payment is legal tender for payment of public
and private debts [if applicable, insert -- ; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer or by transfer through the Automated
Clearing House mechanism to an account maintained by such Person with a bank in
the continental United States (so long as the Paying Agent has received proper
transfer instructions in writing at least five Business Days prior to the
Regular Record Date)].

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.

Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof 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 corporate seal.

Dated:

FERRO CORPORATION

By:____________________________

Attest:

____________________________

Section 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of _________, 199_ (herein called the
"Indenture"), between the Company and ________________________, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), 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 [, limited in aggregate principal amount to
$____________].

[If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, [if applicable, insert -- (1) on ____________ in any year commencing with
the year _______ and ending with the year _____ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after _____________, 19__], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before

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<PAGE> 23

________________, ___%, and if redeemed] during the 12-month period beginning
______________ of the years indicated.

Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, (1) on _______________ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after _____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning _______________ of the years indicated,

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
---- ----------------- ----------------------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to
_______________, redeem any Securities of this series as contemplated by [Clause
(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

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<PAGE> 24

[The sinking fund for this series provides for the redemption on
_____________ in each year beginning with the year _______ and ending with the
year _____ of [not less than $________ ("mandatory sinking fund") and not more
than] $_________ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made -- [in the
inverse order in which they become due].]

[if the Security is subject to redemption, insert -- In the event
of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert -- The Securities of this series are not
redeemable prior to maturity.]

[If the Security is not an Original Issue Discount Security,
Insert -- If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

[If the Security is an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

[The Indenture contains provisions for defeasance at any time of
[the entire indebtedness of this Security or] [certain restrictive covenants and
Events of Default with respect to this Security][, in each case] upon compliance
with certain conditions set forth therein.]

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] to be effected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding [of each series] to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities [of each series] at the time
Outstanding, on behalf of the Holders of all securities [of such series], to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

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 any
premium [and interest] on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

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<PAGE> 25

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this security are payable, 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 and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $_______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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 Person in whose name this Security is registered 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.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204. Additional Provisions Required in Book-Entry Security.

Any Book-Entry Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the
following form:

"This Security is a Book-Entry Security within the
meaning of the Indenture hereinafter referred to and is
registered in the name of a depository or a nominee of a
Depository. This Security is exchangeable for Securities
registered in the name of a person other than the
Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred
except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository."

Section 205. Form of Trustee's Certificate of Authentication.

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

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<PAGE> 26

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

________________________________

By: ___________________________
Authorized Officer

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, 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,

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

(2) any limit upon the aggregate principal amount of the
Securities of the series which 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 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the
series shall be payable, if other than 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;

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

(5) the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date for any
interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any
premium and interest on Securities of the series shall be payable;

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

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<PAGE> 27

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

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

(10) the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the
currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of "Outstanding"
in Section 101;

(11) if the amount of payments of principal of or any
premium or interest on any Securities of the series may be
determined with reference to an index or formula, the manner in
which such amounts shall be determined;

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

(13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(14) the application, if any, of Section 1302 or 1303 to
the Securities of any series;

(15) whether the Securities of the series shall be issued
in whole or in part in the form of one or more Book-Entry
Securities and, in such case, the Depository with respect to such
Book-Entry Security or Securities and the circumstances under
which any Book-Entry Security may be registered for transfer or
exchange, or authenticated and delivered, in the name of a Person
other than such Depository or its nominee, if other than as set
forth in Section 305; and

(16) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the

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<PAGE> 28

Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth the terms
of the series.

Section 302. Denominations.

The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers and the seal impression on the Securities may be manual or facsimile.

Securities 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.

At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any Series executed by
the Company to the Trustee for authentication, together with a 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. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been established by
or pursuant to Board Resolution as permitted by Section 201, that
such form has been established in conformity with the provisions
of this Indenture;

(b) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 301,
that such terms have been established in conformity with the
provisions of this Indenture; and

(c) that such Securities, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

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 or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

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<PAGE> 29

Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued and such documents reasonably contemplate
the issuance of all Securities of such series.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. 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 309, 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.

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,
or xerographically or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

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 the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series of any authorized denominations and of
a like principal amount and tenor. 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 and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

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<PAGE> 30

Upon surrender for registration of transfer of any Security of any
series at the office or agency 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 Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. 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.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the 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 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 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

Notwithstanding the foregoing, any Book-Entry Security shall be
exchangeable pursuant to this Section 305 for Securities registered in the names
of Persons other than the Depository for such Security or its nominee only if
(i) such Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Book-Entry Security or if at any time such
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the
Trustee a Company Order that such Book-Entry Security shall be so exchangeable
or (iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities. Any Book-Entry Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Securities registered in
such names as such Depository shall direct.

Notwithstanding any other provision in this Indenture, a
Book-Entry Security may not be transferred except as a whole by the Depository
with respect to such Book-Entry Security to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository.

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<PAGE> 31

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
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 has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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 issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security 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 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.

Section 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which 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.

Any interest on any Security of any series which 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
Holder 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:

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of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in
this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall
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 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 so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series
are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following
Clause (2).

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

Subject to the foregoing provisions of this Section, 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. Persons Deemed Owners.

Prior to due presentment of a 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 Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307), any interest on such Security and for all
other purposes whatsoever, whether or not such 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.

Section 309. Cancellation.

All Securities surrendered for payment, redemption, 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 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

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by the Trustee. 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. All cancelled Securities held by the Trustee shall
be destroyed in accordance with the Trustee's customary practices.

Section 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section
306 and (ii) Securities 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 such Securities not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest 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;

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(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 have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 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.

Section 402. Application of Trust Money.

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 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 any premium and
interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

Remedies

Section 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) default in the payment of any interest upon any
Security of that series when it 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 at its Maturity; or

(3) default in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 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

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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) a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed in an aggregate
principal amount exceeding $10,000,000 by the Company or any
Domestic Subsidiary or under any mortgage, indenture or instrument
to which the Company or any Domestic Subsidiary is a party as an
obligor or by which either is bound and under which there may be
issued or by which there may be secured or evidenced any
indebtedness for money borrowed in an aggregate principal amount
exceeding $10,000,000, whether such indebtedness now exists or
shall hereafter be created, which default shall have resulted in
such indebtedness becoming or being declared due and payable prior
to the date on which it would otherwise have become due and
payable, without such acceleration having been rescinded or
annulled, or such indebtedness having been discharged, within a
period of 10 days after there shall have 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 and requiring the Company to cause such
acceleration to be rescinded or annulled or cause such
indebtedness to be discharged and stating that such notice is a
"Notice of Default" hereunder; provided, however, that subject to
the provisions of Section 601 and 602, the Trustee shall not be
deemed to have knowledge of such default unless either (A) a
responsible officer of the Trustee shall have actual knowledge of
such default or (B) the Trustee shall have received written notice
thereof from the Company, from any Holder, from the holder of any
such indebtedness or from the trustee under any such mortgage,
indenture or other instrument; or

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or
of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by

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it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in
furtherance of any such action; or

(8) Any other Event of Default provided with respect to
Securities of that series.

Upon receipt by the Trustee of any Notice of Default from any
Holder with respect to Securities of a series all or part of which is
represented by a Book-Entry Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 25% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving (i)
after expiration of such 90-day period, a new Notice of Default identical to a
Notice of Default which has been canceled pursuant to the proviso to the
preceding sentence, or (ii) during any such 90-day period, an additional Notice
of Default with respect to any new or different fact or circumstance permitting
the giving of a Notice of Default with respect to Securities of such series, in
either of which events a new record date shall be established pursuant to the
provisions of this Section 501.

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 amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of 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 Holders), and upon any such declaration such principal amount (or specified
amount) 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 in this
Article provided, the Holders of a majority in principal amount (or specified
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

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay

(A) all overdue interest on all Securities of that
series,

(B) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise
than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such
Securities,

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(C) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor 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 non-payment of the principal of
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.

Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Book-Entry Security, a record
date shall be established for determining Holders of Outstanding Securities of
such series entitled to join in such notice, which record date shall be at the
close of business on the day the Trustee receives such notice. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new written
notice of declaration of acceleration or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, or (ii) during any such
90-day period, an additional written notice of declaration of acceleration with
respect to Securities of such series, or an additional written notice of
rescission and annulment of any declaration of acceleration with respect to any
other Event of Default with respect to Securities of such series, in either of
which events a new record date shall be established pursuant to the provisions
of this Section 502.

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 interest on any
Security 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 at the Maturity thereof,

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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 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 any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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 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 it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities 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 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 any
premium or interest, upon presentation of the Securities 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 under
Section 607; and

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SECOND: To the payment of the amounts then due and unpaid
for principal of and any premium and interest on the
Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and
payable on such Securities for principal and any premium
and interest, respectively.

Section 507. Limitation on Suits.

No Holder of any Security of any series 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;

(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 of 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 shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities expressed in
such Security (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.

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such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their
former 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 in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders 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
Securities 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,
as the case may be.

Section 512. Control by Holders.

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 shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of
directors, the executive committee, or a trust committee of
directors or responsible officers of the Trustee shall determine
that the action or proceedings so directed would involve the
Trustee in personal liability or if the Trustee in good faith
shall so determine that the actions or forebearances specified in
or pursuant to such direction shall be unduly prejudicial to the
interests of holders of the Securities of the series not joining
in the giving of said direction, it being understood that (subject
to Section 601) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly
prejudicial to such holders.

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entitled to join in such direction, which record date shall be at the close of
business on the day the Trustee receives such direction. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, that unless such majority in principal amount
shall have been obtained prior to the day which is 90 days after such record
date, such direction shall automatically and without further action by any
Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of
such 90-day period, a new direction identical to a direction which has been
canceled pursuant to the provisions to the preceding sentence or (ii) during any
such 90-day period, a new direction contrary to or different from such
direction, in either of which events a new record date shall be established
pursuant to the provisions of this Section 512.

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 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 any premium or
interest on any Security of such series, 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.

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any past default
hereunder. 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 waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be canceled and of no further effect.

Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

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Section 515. 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. Certain Duties and Responsibilities.

The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

(1) prior to the occurrence of an Event of Default and
after the curing or waiving of all such Events of Default which
may have occurred:

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

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

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

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(3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in
accordance with the direction of the holders of not less than a
majority in principal amount of the Securities of any series at
the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series.

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

Section 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

(b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

(c) 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 an Officers' Certificate;

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

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Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in
compliance with such request or direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness 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;
and

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

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
security Registrar or any other agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

Section 606. 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 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

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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 the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of 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.

The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. When the Trustee
incurs expenses after the occurrence of an Event of Default
specified in Section 501(6) or (7) with respect to the Company,
the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

Section 608. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or state authority and its Corporate Trust
Office in the United States of America. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person 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 610. 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 611.

(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. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

(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

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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 Section
608 after written request therefor by the Company or by any
Holder 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 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, 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 a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder 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 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 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) and shall comply with the
applicable requirements of Section 611. 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 in accordance with the applicable
requirements of Section 611, 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 and
accepted appointment in the manner required by Section 611, any
Holder 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 the Securities of such series.

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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 611. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) 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 cotrustees 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.

(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) and (b) of
this Section, as the case may be.

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(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 612. 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 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 shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.

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
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, 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. 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 shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000
(unless it is an Affiliate of the Trustee) and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said 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. If 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.

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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 any further act on the part of the Trustee
or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
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 may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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 the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

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

_______________________________________
As Trustee

By: _______________________________________
As Authenticating Agent

By: _______________________________________
Authorized Officer

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses Of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not later than January 15 and July 15 in
each year, a list, in such form as the Trustee may reasonably
require, of the names and

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addresses of the Holders as of the preceding January 1 or July 1,
as the case may be, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) The rights of the Holders to communicate with other
Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to
names and addresses of Holders made pursuant to the Trust
Indenture Act.

Section 703. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act within 60 days
after May 15 of each year commencing with the year 1993.

(b) The Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a brief
report with respect to the character and amount of any advances
(and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to
Subsection (a) of this Section (or if no such report has yet been
so transmitted, since the date of execution of this instrument)
for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held
or collected by it as Trustee and which it has not previously
reported pursuant to this Subsection, except that the Trustee
shall not be required (but may elect) to report such advances to
the Holders of Securities of any series if such advances remaining
unpaid at any time aggregate 10% or less of the principal amount
of the Securities of such series Outstanding at such time, such
report to be transmitted within 90 days after such time.

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

Section 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as
an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any
premium and interest on and any sinking fund payment in respect
of, all the Securities and the performance or observance 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 and
treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having
been incurred by the Company or such Subsidiary at the time of
such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

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take such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness
secured thereby; and

(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, 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 of the Company with or merger of the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized
by 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:

(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; 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; or

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in
uncertificated form; or

(5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities,
provided that any such

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addition, change or elimination (i) shall neither (A) apply to any
Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such
provision nor (B) modify the rights of the Holder of any such
Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

(6) to secure the Securities pursuant to the requirements
of Section 1008 or otherwise; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(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, pursuant to the requirements of Section
611(b); 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 pursuant to this clause (9) shall not adversely affect
the interests of the Holders of Securities of any series in any
material respect.

Section 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by 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 of such series 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 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
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin, currency or
currency unit in which, any Security or any premium or any
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, on or after the
Redemption Date), or

(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 (of compliance with
certain provisions of this Indenture or certain defaults hereunder
and their consequences) provided for in this Indenture, or

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(3) modify any of the provisions of this Section, Section
513 or Section 1010, 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, provided however, that this
clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1010, or the
deletion of this proviso, in accordance with the requirements of
Sections 611(b) and 901(8).

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
canceled and of no further effect.

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.

Section 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) 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
(except to the extent required in the case of a supplemental indenture entered
into under Section 901(8)) be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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 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.

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Section 906. Reference in Securities to Supplemental Indentures.

Securities 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 each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will 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 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 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 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 Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest 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.

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Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of and
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, 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 will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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 money.

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 and any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on 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 thereof, 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, 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. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in compliance with all of the terms, provisions,
covenants and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default with respect to or shall not be in compliance with all such terms,
provisions, covenants and conditions, specifying all such defaults or events of
noncompliance and the nature and status thereof of which they may have
knowledge.

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Section 1005. Existence.

Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1006. Maintenance of Properties.

The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

Section 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
actions or proceedings.

Section 1008. Restrictions on Secured Debt.

The Company will not itself, and will not permit any Domestic
Subsidiary to, incur, issue, assume or guarantee any indebtedness for money
borrowed represented by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (such notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed being hereinafter in this Article
called "Debt"), secured by a Mortgage on any Principal Domestic Manufacturing
Property of the Company or any Domestic Subsidiary, or any shares of stock or
Debt of any Domestic Subsidiary, without effectively providing that the
Outstanding Securities (together with, if the Company shall so determine, any
other Debt of the Company or such Domestic Subsidiary then existing or
thereafter created which is not subordinate to the Securities) shall be secured
equally and ratably with (or prior to) such secured Debt (for the purpose of
providing such equal and ratable security, the principal amount of Outstanding
Securities of any series of Original Issue Discount Securities shall be such
portion of the principal amount as may be specified in the terms of that series
that would be payable upon acceleration of the Maturity thereof at the time of
such determination), so long as such secured Debt shall be so secured, unless,
after giving effect thereto, the aggregate amount of all such secured Debt plus
all Attributable Debt of the Company and its Domestic Subsidiaries in respect of
sale and leaseback transactions (as defined in Section 1009) would not exceed
10% of Consolidated Net Tangible Assets;

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provided, however, that this Section shall not apply to, and there shall be
excluded from secured Debt in any computation under this Section, Debt secured
by:

(1) Mortgages on property of, or on any shares of stock or
Debt of, any corporation existing at the time such corporation
becomes a Domestic Subsidiary;

(2) Mortgages in favor of the Company or any Domestic
Subsidiary;

(3) Mortgages on property of the Company or a Domestic
Subsidiary in favor of the United States of America or any State
thereof, or Puerto Rico, or any department, agency or
instrumentality or political subdivision of the United States of
America or any State thereof, or Puerto Rico, or in favor of any
other country, or any political subdivision thereof, to secure
partial, progress, advance or other payments pursuant to any
contract or statute;

(4) Mortgages on property, shares of stock or Debt existing
at the time of acquisition thereof (including acquisition through
merger or consolidation) or to secure the payment of all or any
part of the purchase price or construction or improvement cost
thereof or to secure any Debt incurred prior to, at the time of,
or within 120 days after, the acquisition of such property or
shares or Debt or the completion of any such construction or
improvement for the purpose of financing all or any part of the
purchase price or construction or improvement cost thereof;

(5) Mortgages securing obligations issued by a State,
territory or possession of the United States, any political
subdivision of any of the foregoing, or the District of Columbia,
or any instrumentality of the foregoing to finance the acquisition
or construction of property, and on which the interest is not, in
the opinion of tax counsel of recognized standing or in accordance
with a ruling of the Internal Revenue Service, includable in gross
income of the holder by reason of Section 103(a)(1) of the
Internal Revenue Code (or any successor to such provision as in
effect at the time of issuance of such obligations); and

(6) Any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of
any Debt secured by any Mortgage referred to in the foregoing
clauses (1) to (5), inclusive; provided, that (i) such extension,
or replacement Mortgage shall be limited to all or a part of the
same property, shares of stock or Debt that secured the Mortgage
extended, renewed or replaced (plus improvements on such property)
and (ii) the Debt secured by such Mortgage at such time is not
increased.

Section 1009. Limitation on Sales and Leasebacks.

The Company will not itself, and it will not permit any Domestic
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Subsidiary) or to
which any such lender or investor is a party, providing for the leasing by the
Company or any Domestic Subsidiary for a period, including renewals, in excess
of three years of any Principal Domestic Manufacturing Property which has been
or is to be sold or transferred, more than 120 days after the acquisition
thereof or the completion of construction and commencement of full operation
thereof, by the Company or any Domestic Subsidiary to such lender or investor or
to any person to whom funds have been or are to be advanced by such lender or
investor on the security of such Principal Domestic Manufacturing Property
(herein referred to as a "sale and leaseback transaction") unless either:

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(1) the Company or such Domestic Subsidiary could create
Debt secured by a Mortgage pursuant to Section 1008 on the
Principal Domestic Manufacturing Property to be leased back in an
amount equal to the Attributable Debt with respect to such sale
and leaseback transaction without equally and ratably securing the
Outstanding Securities, or

(2) the Company within 120 days after the sale or transfer
shall have been made by the Company or by any such Domestic
Subsidiary, applies an amount equal to the greater of (i) the net
proceeds of the sale of the Principal Domestic Manufacturing
Property sold and leased back pursuant to such arrangement or (ii)
the fair market value of the Principal Domestic Manufacturing
Property so sold and leased back at the time of entering into such
arrangements (as determined by any two of the following: the
Chairman of the Board of the Company, its President, any Vice
President, Finance of the Company, its Treasurer and its
Controller) to the retirement of Funded Debt of the Company which
is pari passu with the Outstanding Securities; provided, that the
amount to be applied to the retirement of Funded Debt of the
Company shall be reduced by (a) the principal amount of any
Securities delivered within 120 days after such sale to the
Trustee for retirement and cancellation, and (b) the principal
amount of such Funded Debt, other than Securities, voluntarily
retired by the Company within 120 days after such sale.
Notwithstanding the foregoing, no retirement referred to in this
clause (2) may be effected by payment at maturity or pursuant to
any mandatory sinking fund payment or any mandatory prepayment
provision.

Section 1010. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 to 1009, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either 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.

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any such term,
provision or condition. 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 waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, that unless the Holders
of at least a majority in principal amount of the Outstanding Securities of such
series shall have waived such term, provision or condition prior to the date
which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be canceled and of no
further effect.

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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 a Board Resolution. In case of any redemption at the election of
the Company of less than all 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 in its sole discretion),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities 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 are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed) the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, 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. If less than
all of the Securities of such series and of a specified tenor 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 and specified tenor not previously called for
redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company 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 Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104. Notice of Redemption.

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

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All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price (and interest, if any),

(3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of
the particular Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price (and
interest, if any) will become due and payable upon each such
Security or portion thereof to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price (and interest, if
any), and

(6) that the redemption is for a sinking fund, if such is
the case.

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

Section 1105. Deposit of Redemption Price.

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, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
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, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will 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 Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by,

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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 and of like tenor, 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. If a Book-Entry Security is so surrendered, such new Security so
issued shall be a new Book-Entry Security.

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 Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 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 (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a 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, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

Not less than 90 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 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

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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 1105, 1106 and 1107.

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301. 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 a series under Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article Thirteen, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1302
(if applicable) or Section 1303 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Thirteen.

Section 1302. Defeasance and Discharge.

Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below 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 the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities 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 Outstanding Securities of such series to
receive, solely from the trust fund described in Section 1304 as more fully set
forth in such Section, payments of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and such obligations as shall be ancillary thereto, (C) the rights,
powers, trusts, duties, immunities and other provisions in respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the Securities of such series.

Section 1303. Covenant Defeasance.

- 53 -
<PAGE> 64

Outstanding Securities of such series, 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 Clause whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or Clause or by reason of any
reference in any such Section or Clause to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions precedent to application of
either Section 1302 or Section 1303 to the Outstanding Securities of such
series:

(1) The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 609 who shall agree to comply with the
provisions of this Article Thirteen 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, (A) money in an amount,
or (B) U.S. Government Obligations 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, money in an amount, or (C) a combination
thereof, sufficient, without reinvestment, 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, the
principal of (and premium, if any) and interest on the Outstanding
Securities of such series on the Maturity of such principal,
premium, if any, or interest. Before such a deposit the Company
may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance
with Article Eleven, which shall be given effect in applying the
foregoing. For this purpose, "U.S. Government Obligations" means
securities that are (x) direct obligations of the United States of
America for the payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to
any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation
held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on
the U.S. Government Obligation evidenced by such depository
receipt.

(2) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default with respect to
the Securities of such series shall have occurred and be
continuing (A) on the date of such deposit or (B) insofar as
subsections 501(6) and (7) are concerned, at any time during the
period ending on the 121st day after the date of such deposit or,
if longer, ending on the day following the expiration of the
longest preference period applicable to the

- 54 -

<PAGE> 65

Company in respect of such deposit (it being understood that the
condition in this condition shall not be deemed satisfied until
the expiration of such period).

(3) Such defeasance or covenant defeasance shall not (A)
cause the Trustee for the Securities of such series to have a
conflicting interest as defined in Section 608 or for purposes of
the Trust Indenture Act with respect to any securities of the
Company or (B) result in the trust arising from such deposit to
constitute, unless it is qualified as, a regulated investment
company under the Investment Company Act of 1940, as amended.

(4) Such defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound.

(5) In the case of an election under Section 1302, the
Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of
such series 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.

(6) In the case of an election under Section 1303, the
Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of
such series 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.

(7) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions or
limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.

(8) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the
defeasance under Section 1302 or the covenant defeasance under
Section 1303 (as the case may be) have been complied with.

Section 1305. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (but
not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

- 55 -

<PAGE> 66

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof.

Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 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 an equivalent defeasance or covenant defeasance.

Section 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 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 the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1302 or 1303;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any such Security following the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.

This instrument 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 instrument.

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.

FERRO CORPORATION

By:________________________________

Title:_____________________________

Attest:

___________________________
Secretary
__________________________________

By:_______________________________

Title:____________________________

Attest:

___________________________
Assistant Secretary

- 56 -
<PAGE> 67
STATE OF OHIO )
) ss.:
COUNTY OF CUYAHOGA )

On the ____ of ____________, 199_, before me personally came
______________ to me known, who, being by me duly sworn, did depose and say
that he is _________________________________________________ of Ferro
Corporation, 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.

____________________________
______________, Notary Public

STATE OF OHIO )
) ss.:
COUNTY OF CUYAHOGA )

On the ____ day of ____________, 199_, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is a __________________ of __________________________, the _________________
described in and which executed the foregoing instrument; that he knows the seal
of said ____________ _____________________; that the seal affixed to said
instrument is such ____________ __________________ seal; that it was so affixed
by authority of the Board of Directors of said _______________________, and that
he signed his name thereto by like authority.

______________________________
________________, Notary Public

- 57 -

<PAGE> 1
EXHIBIT 4b

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

FERRO CORPORATION

and

--------------------------
Trustee

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

INDENTURE

Dated as of , 199
----------- --

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

================================================================================
<PAGE> 2
FERRO CORPORATION
Certain Sections of this Indenture relating to
Sections 310 through 318, inclusive, of the
Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C>
Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . . . . . . . . . . . 608
. . . . . . . . . . . . . . . . . . . . . . . . 610

Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . . . . 613
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . 701
. . . . . . . . . . . . . . . . . . . . . . . . 702(a)

(b) . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
. . . . . . . . . . . . . . . . . . . . . . . . 703(b)

(d) . . . . . . . . . . . . . . . . . . . . . . . . 703(c)
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . 1004
(b) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316 (a) . . . . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . 502
. . . . . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . . . . 104(c)
. . . . . . . . . . . . . . . . . . . . . . . . 513
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Section 317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>

- --------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions of General Application

Section 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Book-Entry Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . 3
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Domestic Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
pari passu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Principal Domestic Manufacturing Property . . . . . . . . . . . . . . . . 5
</TABLE>

- --------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

- i -
<PAGE> 5
<TABLE>
<CAPTION>
Page
----
<S> <C>
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . 7

Section 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . 7

Section 104. Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . . . . . 8

Section 105. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . 9

Section 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . 9

Section 108. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . 9

Section 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE TWO

Security Forms

Section 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 202. Form of Face of Security . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 203. Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

- --------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

- ii -
<PAGE> 6
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 204. Additional Provisions Required in Book-Entry Security . . . . . . . . . . 16

Section 205. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . 16

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . 16

Section 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . 18

Section 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . 20

Section 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . 21

Section 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . 22

Section 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . 24

Section 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE FIVE

Remedies

Section 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Section 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . 27

Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

- --------------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

- iii -
<PAGE> 7
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . 29

Section 505. Trustee May Enforce Claims without Possession
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . 29

Section 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . 30

Section 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . 31

Section 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . 31

Section 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . 32

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . 33

Section 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 604. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . 35

Section 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Section 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Section 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . 35

Section 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . 36
</TABLE>

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

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Section 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . 36

Section 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . 36

Section 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . 37

Section 612. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Section 613. Preferential Collection of Claim Against Company . . . . . . . . . . . . 38

Section 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . 38

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses
Of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 702. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 802. Successor Person Substituted . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . 43

Section 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . 44

Section 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . 45

Section 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

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Section 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . 45

Section 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . 45

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . 46

Section 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . 46

Section 1003. Money for Securities Payments to be Held in Trust . . . . . . . . . . . . 46

Section 1004. Statement by Officers as to Default . . . . . . . . . . . . . . . . . . . 47

Section 1005. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Section 1006. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . 48

Section 1007. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . 48

Section 1008. Restrictions on Secured Debt . . . . . . . . . . . . . . . . . . . . . . 49

Section 1009. Limitation on Sales and Leasebacks . . . . . . . . . . . . . . . . . . . 50

Section 1010. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . 50

Section 1103. Selection by Trustee of Securities to be Redeemed . . . . . . . . . . . . 51

Section 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . 52

Section 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . 52

Section 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

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ARTICLE TWELVE

Sinking Funds

Section 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . 52

Section 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . 53

Section 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . 53

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . 53

Section 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . 54

Section 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Section 1304. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . 54

Section 1305. Deposited Money and U.S. Government Obligations to
be Held in Trust; Other Miscellaneous Provisions . . . . . . . . . . . 56

Section 1306. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE FOURTEEN

Subordination of Securities

Section 1401. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 1402. No Payments on Securities if Senior Indebtedness in
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 1403. Priority of Senior Indebtedness Upon Distribution of
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 1404. Trustee and Holders of Securities May Rely on Court
Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . . . 59

Section 1405. Subrogation of Holders of the Securities . . . . . . . . . . . . . . . . 59

Section 1406. Obligation of Company to Pay Unconditional . . . . . . . . . . . . . . . 59
</TABLE>

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of the Indenture.

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Section 1407. Authorization of Holders of Securities to Trustee to Effect
Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Section 1408. Securities Otherwise Payable . . . . . . . . . . . . . . . . . . . . . . 60

Section 1409. Notice to Trustee of Facts Prohibiting Payments . . . . . . . . . . . . . 60

Section 1410. Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 1411. Rights of Holders of Senior Indebtedness Not Impaired . . . . . . . . . . 60

Section 1412. No Fiduciary Duty to Holders of Senior Indebtedness . . . . . . . . . . . 61

Section 1413. Other Provisions Subject Hereto . . . . . . . . . . . . . . . . . . . . . 61

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SIGNATURE AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

- viii -
<PAGE> 12
INDENTURE, dated as of ________, 199_ between Ferro Corporation, a
corporation duly organized and existing under the laws of the State of Ohio
(herein called the "Company"), having its principal office at 1000 Lakeside
Avenue, Cleveland, Ohio 44114, and _________________________, a
_______________________ duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

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;

(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;

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States, and, except
as otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the
date of this instrument; 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.

"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
<PAGE> 13
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.

"Attributable Debt" means, as to any particular lease under which
any Person is at the time liable, at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining term thereof (after giving effect
to any extensions at the option of the lessor), discounted from the respective
due dates thereof to such date at a rate of 1% per annum over the weighted
average Yield to Maturity of the Outstanding Securities compounded
semi-annually, such average being weighted by the principal amount of each
series Outstanding or in the case of any series of Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series that would be payable upon acceleration of the Maturity
thereof at the time of such determination. The net amount of rent required to
be paid under any such lease for any such period shall be the amount of rent
payable by the lessee with respect to such period, after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. 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.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more Series.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution 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 at such time.

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<PAGE> 14
"Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

"Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being renewable or extendible) and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

"Corporate Trust Office" means the principal office of the Trustee
in the United States of America at which at any particular time its corporate
trust business shall be administered.

"corporation" means a corporation, association, company,
joint-stock company or business trust.

"Debt" shall have the meaning ascribed to it in Section 1008.

"Defaulted Interest" has the meaning specified in Section 307.

"Domestic Subsidiary" means a Subsidiary (a) substantially all the
fixed assets of which are located, or substantially all the business of which
is carried on, within the United States of America, or (b) which owns or leases
any Principal Domestic Manufacturing Property, except that such term shall
exclude any Subsidiary the principal business of which is the financing or
ownership of the operations of the Company or its Subsidiaries outside the
United States of America (but such Subsidiary shall be excluded only so long as
it shall neither own nor lease any Principal Domestic Manufacturing Property).

"Event of Default" has the meaning specified in Section 501.

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

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<PAGE> 15
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as contemplated by
Section 301.

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

"Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

"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 or acceleration, call for redemption or otherwise.

"Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or other counsel acceptable 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 for whose payment or redemption 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; 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; and

(iii) 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 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;

- 4 -
<PAGE> 16
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, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall 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 pursuant to Section 502, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as
contemplated by Section 301 on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security
and (iii) Securities owned by the Company or any other obligor upon the
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 relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee 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 any premium or interest on any Securities on behalf of the
Company.

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

"Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

"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
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Principal Domestic Manufacturing Property" means any building,
structure or other facility, together with the land upon which it is erected
and fixtures comprising a part thereof, used primarily for manufacturing,
processing or warehousing of the Company's products and located in the United
States of America, owned or leased by the Company or any Subsidiary, the gross
book value (without deduction of any depreciation reserves) of which on the
date as of which the determination is being made exceeds 1% of Consolidated Net
Tangible Assets, other than any such building, structure or other facility or
portion thereof or any such land or fixture (i) which is financed by
obligations issued by a State, a Territory, or a possession of the United
States, or any political subdivision of any of the

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<PAGE> 17
foregoing, or the District of Columbia, the interest on which is excludable
from gross income of the holders thereof pursuant to the provisions of Section
103(a)(1) of the Internal Revenue Code or the provisions of Section 745 of
Title 48 of the United States Code (or any successor to such provisions) as in
effect at the time of the issuance of such obligations, or (ii) which, in the
opinion of the Board of Directors of the Company, is not of material importance
to the total business conducted by the Company and its Subsidiaries as an
entirety.

"Redemption Date", when used with respect to any Security to be
redeemed, 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.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Senior Indebtedness" shall mean the principal (including sinking
fund payments) of, and premium, if any, and interest on any indebtedness (other
than the Securities), whether outstanding on the date of execution of this
Indenture or thereafter created, incurred or assumed, which is for (a) money
borrowed by the Company, (b) indebtedness of the Company evidenced by notes,
debentures, bonds, securities or other instruments of indebtedness for the
payment of which the Company is responsible or liable, by guarantees or
otherwise, (c) obligations of the Company evidencing the purchase price for
acquisitions by the Company or a subsidiary other than in the ordinary course
of business, (d) money borrowed by others and assumed or guaranteed by the
Company, (e) capitalized lease obligations of the Company, and (f) renewals,
extensions, refundings, amendments and modifications of any indebtedness, of
the kind described in the foregoing clauses or of the instruments creating or
evidencing such indebtedness, unless, in each case, by the terms of the
instruments evidencing such indebtedness or such renewal, extension, refunding,
amendment or modification, it is provided that such indebtedness is not senior
in rights of payment to the Securities.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has 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.

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<PAGE> 18

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument 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,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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 such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in
the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such
certificate or opinion has read such covenant or condition 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;

(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.

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<PAGE> 19
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.

Any certificate or opinion of any officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel 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 with respect 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
with respect to such matters are erroneous.

Section 104. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to
the first solicitation of a Holder of Securities of such series in respect of
any such action, or, in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be the 30th day (or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation or vote, as the case may be.
With regard to any record date for action to be taken by the Holders of one or
more series of

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<PAGE> 20
Securities, only the Holders of Securities of such series on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

(d) The ownership of Securities shall be proved by the
Security Register.

Section 105. Notices, Etc., to Trustee and Company.

(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

(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
instrument, Attention: Corporate Secretary, 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 to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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.

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

Section 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the

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<PAGE> 21
latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 108. 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 109. 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 110. Separability Clause.

Section 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of Ohio, exclusive of its
choice of law rules.

Section 113. Legal Holidays.

- 10 -
<PAGE> 22
ARTICLE TWO

Security Forms

Section 201. Forms Generally.

The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

Section 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

FERRO CORPORATION

___________________________________

No. ___________ $___________

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<PAGE> 23
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture]. [If the Security is not to bear interest prior to
Maturity, insert -- The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of ____% per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ____% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]

Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, including without limitation,
provisions subordinating the payment of principal of and premium, if any, and
interest on the Securities to payment in full of all Senior Indebtedness as
defined in the Indenture. Such further provisions shall for all purposes have
the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

FERRO CORPORATION

By: ____________________

Attest:

_____________________

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<PAGE> 24
Section 203. Form of Reverse of Security.

[If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, [if applicable, insert -- (1) on ____________ in any year commencing with
the year _______ and ending with the year _____ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after _____________, 19__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [on or
before ________________, ___%, and if redeemed] during the 12-month period
beginning ______________ of the years indicated.

<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------
<S> <C> <C> <C>
</TABLE>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, (1) on _______________ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after _____________], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning _______________ of the years indicated,

- 13 -
<PAGE> 25
<TABLE>
<CAPTION>
Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
- ---- ----------------- ----------------------
<S> <C> <C>
</TABLE>

[Notwithstanding the foregoing, the Company may not, prior to
_______________, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

[If applicable, insert -- The Securities of this series are not
redeemable prior to maturity.]

[If the Security is not an Original Issue Discount Security,
Insert -- If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.]

[If the Security is an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's

- 14 -
<PAGE> 26
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

The indebtedness evidenced by the Securities, including the
principal thereof and premium, if any, and interest thereon, 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, as
defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred. This Security is issued subject to such provisions of the
Indenture, and each holder of this Security by accepting this Security agrees
to and shall be bound by such provisions and authorizes and directs the Trustee
on such holder's behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination as provided in the Indenture and
appoints the Trustee such holder's attorney-in-fact for any and all such
purposes. Each holder of this Security, by accepting the same, also agrees
that each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, shall be deemed to have purchased Senior Indebtedness in reliance
upon the covenants and provisions contained in the Indenture and this Security.

[The Indenture contains provisions for defeasance at any time of
[the entire indebtedness of this Security or] [certain restrictive covenants
and Events of Default with respect to this Security][, in each case] upon
compliance with certain conditions set forth therein.]

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] to be effected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding [of each series] to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities [of each series] at the time
Outstanding, on behalf of the Holders of all securities [of such series], to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this security are payable, 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 and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

- 15 -
<PAGE> 27
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

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.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204. Additional Provisions Required in Book-Entry Security.

Any Book-Entry Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially
the following form:

"This Security is a Book-Entry Security within the meaning
of the Indenture hereinafter referred to and is registered in
the name of a depository or a nominee of a Depository. This
Security is exchangeable for Securities registered in the name
of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may
not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository."

Section 205. Form of Trustee's Certificate of Authentication.

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

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

--------------------------------
By:
------------------------
Authorized Officer

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series.

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

- 16 -
<PAGE> 28

The Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution 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,

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

(2) any limit upon the aggregate principal amount of
the Securities of the series which 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 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of
the series shall be payable, if other than 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;

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

(5) the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record Date for
any interest payable on any Interest Payment Date;

(6) the place or places where the principal of and
any premium and interest on Securities of the series shall be
payable;

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

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

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

(10) the currency, currencies or currency units in
which payment of the principal of and any premium and interest on
any Securities of the series shall be payable if other than the
currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of "Outstanding"
in Section 101;

- 17 -
<PAGE> 29
(12) if the principal of or any premium or interest on
any Securities of the series is to be payable, at the election of
the Company or a Holder thereof, in one or more currencies or
currency units other than that or those in which the Securities
are stated to be payable, the currency, currencies or currency
units in which payment of the principal of and any premium and
interest on Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made;

(14) the application, if any, of Section 1302 or 1303
to the Securities of any series;

(15) whether the Securities of the series shall be
issued in whole or in part in the form of one or more Book-Entry
Securities and, in such case, the Depository with respect to such
Book-Entry Security or Securities and the circumstances under
which any Book-Entry Security may be registered for transfer or
exchange, or authenticated and delivered, in the name of a Person
other than such Depository or its nominee, if other than as set
forth in Section 305; and

(16) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture, except
as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

Section 302. Denominations.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of
these officers and the seal impression on the Securities may be manual or
facsimile.

Securities 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

- 18 -
<PAGE> 30
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.

At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any Series executed by
the Company to the Trustee for authentication, together with a 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. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by
Section 201, that such form has been established in conformity
with the provisions of this Indenture;

(b) if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by
Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and

(c) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 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
309, for all purposes of this

- 19 -
<PAGE> 31
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.

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 the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series of any authorized denominations and of
a like principal amount and tenor. 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 and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at such office or agency. 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.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the 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.

- 20 -
<PAGE> 32
Every 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.

Notwithstanding the foregoing, any Book-Entry Security shall be
exchangeable pursuant to this Section 305 for Securities registered in the
names of Persons other than the Depository for such Security or its nominee
only if (i) such Depository notifies the Company that it is unwilling or unable
to continue as Depository for such Book-Entry Security or if at any time such
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the
Trustee a Company Order that such Book-Entry Security shall be so exchangeable
or (iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities. Any Book-Entry Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as such Depository shall direct.

Notwithstanding any other provision in this Indenture, a
Book-Entry Security may not be transferred except as a whole by the Depository
with respect to such Book-Entry Security to a nominee of such Depository or by
a nominee of such Depository to such Depository or another nominee of such
Depository.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security 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 has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

- 21 -
<PAGE> 33
In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security 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 duly issued hereunder.

Section 307. Payment of Interest; Interest Rights Preserved.

Any interest on any Security of any series which 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
Holder 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 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 Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted
Interest which shall 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 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.

- 22 -
<PAGE> 34
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the
Securities of such series are registered at the close of business
on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

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

Section 308. Persons Deemed Owners.

Section 309. Cancellation.

All Securities surrendered for payment, redemption, 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 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. 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. All
cancelled Securities held by the Trustee shall be destroyed in accordance with
the Trustee's customary practices.

Section 310. Computation of Interest.

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<PAGE> 35
ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in
Section 306 and (ii) Securities 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 such Securities not theretofore delivered to
the Trustee for cancellation

(i) have become due and payable, or

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

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

(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 have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 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.

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Section 402. Application of Trust Money.

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
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 any premium
and interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

Remedies

Section 501. Events of Default.

(1) default in the payment of any interest upon any
Security of that series when it 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 at its Maturity;
or

(3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that
series; or

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than
a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 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

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<PAGE> 37
discharged, within a period of 10 days after there shall have 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 and requiring
the Company to cause such acceleration to be rescinded or annulled
or cause such indebtedness to be discharged and stating that such
notice is a "Notice of Default" hereunder; provided, however, that
subject to the provisions of Section 601 and 602, the Trustee
shall not be deemed to have knowledge of such default unless
either (A) a responsible officer of the Trustee shall have actual
knowledge of such default or (B) the Trustee shall have received
written notice thereof from the Company, from any Holder, from the
holder of any such indebtedness or from the trustee under any such
mortgage, indenture or other instrument; or

(7) the commencement by the Company of a voluntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or
State law, or the consent by it to the filing of such petition or
to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action;
or

(8) Any other Event of Default provided with respect
to Securities of that series.

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<PAGE> 38
Securities of such series, or their proxies, shall have joined in such Notice
of Default prior to the day which is 90 days after such record date, such
Notice of Default shall automatically and without further action by any Holder
be canceled and of no further effect. Nothing in this paragraph shall prevent
a Holder, or a proxy of a Holder, from giving (i) after expiration of such
90-day period, a new Notice of Default identical to a Notice of Default which
has been canceled pursuant to the proviso to the preceding sentence, or (ii)
during any such 90-day period, an additional Notice of Default with respect to
any new or different fact or circumstance permitting the giving of a Notice of
Default with respect to Securities of such series, in either of which events a
new record date shall be established pursuant to the provisions of this Section
501.

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 amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of 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 Holders), and upon any such declaration such principal amount (or
specified amount) 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 in
this Article provided, the Holders of a majority in principal amount (or
specified 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

(1) the Company has paid or deposited with the
Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of
that series,

(B) the principal of (and premium, if any,
on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed therefor
in such Securities,

(C) to the extent that payment of such
interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor 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 non-payment of the principal of
Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided
in Section 513.

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<PAGE> 39
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities
of a series all or part of which is represented by a Book-Entry Security, a
record date shall be established for determining Holders of Outstanding
Securities of such series entitled to join in such notice, which record date
shall be at the close of business on the day the Trustee receives such notice.
The Holders on such record date, or their duly designated proxies, and only
such Persons, shall be entitled to join in such notice, whether or not such
Holders remain Holders after such record date; provided, that unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be
canceled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, (i) after expiration of such
90-day period, a new written notice of declaration of acceleration or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the preceding
sentence, or (ii) during any such 90-day period, an additional written notice
of declaration of acceleration with respect to Securities of such series, or an
additional written notice of rescission and annulment of any declaration of
acceleration with respect to any other Event of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 502.

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 interest on
any Security 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 at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and any premium and on any overdue interest, at the rate or rates
prescribed therefor 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.

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<PAGE> 40
Section 504. Trustee May File Proofs of Claim.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities 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 in respect of which
such judgment has been recovered.

Section 506. Application of Money Collected.

FIRST: To the payment of all amounts due the Trustee
under Section 607; and

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<PAGE> 41
Section 507. Limitation on Suits.

No Holder of any Security of any series 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;

(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;

Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

Notwithstanding any other provision (but subject to Article
Fourteen) in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
any premium and (subject to Section 307) any interest on such Security on the
Stated Maturity or Maturities expressed in such Security (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 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, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

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<PAGE> 42
Section 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders 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
Securities 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, as the case may be.

Section 512. Control by Holders.

(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 shall have the right to decline to
follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith by its
board of directors, the executive committee, or a trust committee
of directors or responsible officers of the Trustee shall
determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith
shall so determine that the actions or forebearances specified in
or pursuant to such direction shall be unduly prejudicial to the
interests of holders of the Securities of the series not joining
in the giving of said direction, it being understood that (subject
to Section 601) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly
prejudicial to such holders.

Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by a Book-Entry
Security, the Trustee shall establish a record date for determining Holders of
Outstanding Securities of such series entitled to join in such direction, which
record date shall be at the close of business on the day the Trustee receives
such direction. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such direction,
whether or not such Holders remain Holders after such record date; provided,
that unless such majority in principal amount shall have been obtained prior to
the day which is 90 days after

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<PAGE> 43
such record date, such direction shall automatically and without further action
by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new direction identical to a direction
which has been canceled pursuant to the provisions to the preceding sentence or
(ii) during any such 90-day period, a new direction contrary to or different
from such direction, in either of which events a new record date shall be
established pursuant to the provisions of this Section 512.

Section 513. Waiver of Past Defaults.

(1) in the payment of the principal of or any premium
or interest on any Security of such series, 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.

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any past default
hereunder. 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
waive any default hereunder, whether or not such Holders remain Holders after
such record date; provided, that unless such majority in principal amount shall
have been obtained prior to the date which is 90 days after such record date,
any such waiver previously given shall automatically and without further action
by any Holder be canceled and of no further effect.

Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company.

Section 515. 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

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<PAGE> 44
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. Certain Duties and Responsibilities.

The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has
not been cured or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

(1) prior to the occurrence of an Event of Default
and after the curing or waiving of all such Events of Default
which may have occurred:

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

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

(3) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the holders of not less than a
majority in principal amount of the Securities of any series at
the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series.

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<PAGE> 45
None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

Section 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

(c) 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 an Officers' Certificate;

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

(e) 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
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;

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<PAGE> 46
inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent
or attorney; and

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

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.

Section 606. Money Held in Trust.

Section 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder
(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 the 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 the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of 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.

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Section 608. Disqualification; Conflicting Interests.

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or state authority and its Corporate
Trust Office in the United States of America. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person 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 610. Resignation and Removal; Appointment of Successor.

(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. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(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
Section 608 after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

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<PAGE> 48
(2) the Trustee shall cease to be eligible
under Section 609 and shall fail to resign after written
request therefor by the Company or by any such Holder, 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,

(f) 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 to all Holders of
Securities of such series in the manner provided 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 611. Acceptance of Appointment by Successor.

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further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on
the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates,
(2) 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
cotrustees 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.

(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) and
(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 612. Merger, Conversion, Consolidation or Succession to Business.

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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 shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

Section 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.

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
original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, 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.
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 shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 (unless it is an Affiliate of the Trustee)
and subject to supervision or examination by Federal or State authority. If
such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said 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.
If 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 any further
act on the part of the Trustee or the Authenticating Agent.

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first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. 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. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

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

---------------------------
As Trustee

By:
---------------------------
As Authenticating Agent

By:
---------------------------
Authorized Officer

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses Of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not later than January 15 and July
15 in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as
of the preceding January 1 or July 1, as the case may be, and

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

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Section 702. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) The rights of the Holders to communicate with
other Holders with respect to their rights under this Indenture or
under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703. Reports by Trustee.

(a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act
within 60 days after May 15 of each year commencing with the year
1993.

(b) The Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security
Register, a brief report with respect to the character and amount
of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee
(as such) since the date of the last report transmitted pursuant
to Subsection (a) of this Section (or if no such report has yet
been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim
a lien or charge, prior to that of the Securities, on property or
funds held or collected by it as Trustee and which it has not
previously reported pursuant to this Subsection, except that the
Trustee shall not be required (but may elect) to report such
advances to the Holders of Securities of any series if such
advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Securities of such series Outstanding at
such time, such report to be transmitted within 90 days after such
time.

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

Section 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act

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<PAGE> 53
of 1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

(1) in case the Company shall consolidate with or
merge into another Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person,
the Person formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership
or trust, shall be organized and validly existing under the laws
of the United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on and any sinking
fund payment in respect of, all the Securities and the performance
or observance 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 and treating any indebtedness which becomes an
obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;

(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or assets
of the Company or a Domestic Subsidiary would become subject to a
Mortgage, which would not be permitted by Section 1008, the
Company or such successor Person, as the case may be, shall take
such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness
secured thereby; and

(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if
a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to
such transaction have been complied with.

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<PAGE> 54
Section 802. Successor Person Substituted.

Upon any consolidation of the Company with or merger of the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

(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; 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; or

(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of
Securities, provided that any such addition, change or elimination
(i) shall neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled
to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii)
shall become effective only when there is no such Security
Outstanding; or

(6) to secure the Securities pursuant to the
requirements of Section 1008 or otherwise; or

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<PAGE> 55
(7) to establish the form or terms of Securities of
any series as permitted by Sections 201 and 301; 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 pursuant to this clause (9) shall not adversely affect
the interests of the Holders of Securities of any series in any
material respect.

Section 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by 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 of such series 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 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
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin, currency or
currency unit in which, any Security or any premium or any
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, on or after the
Redemption Date), or

(3) modify any of the provisions of this Section,
Section 513 or Section 1010, 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, provided
however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to
"the Trustee" and concomitant changes in this Section and Section
1010, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8).

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<PAGE> 56
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 canceled 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 modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) 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
(except to the extent required in the case of a supplemental indenture entered
into under Section 901(8)) be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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 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.

Section 906. Reference in Securities to Supplemental Indentures.

Securities 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.

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ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will 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 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 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 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 Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest 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.

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upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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 money.

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 and any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on 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 thereof, 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, 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. Statement by Officers as to Default.

Section 1005. Existence.

Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

Section 1006. Maintenance of Properties.

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made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary
or upon the income, profits or property of the Company or any Subsidiary, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate actions or proceedings.

Section 1008. Restrictions on Secured Debt.

The Company will not itself, and will not permit any Domestic
Subsidiary to, incur, issue, assume or guarantee any indebtedness for money
borrowed represented by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (such notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed being hereinafter in this Article
called "Debt"), secured by a Mortgage on any Principal Domestic Manufacturing
Property of the Company or any Domestic Subsidiary, or any shares of stock or
Debt of any Domestic Subsidiary, without effectively providing that the
Outstanding Securities (together with, if the Company shall so determine, any
other Debt of the Company or such Domestic Subsidiary then existing or
thereafter created which is not subordinate to the Securities) shall be secured
equally and ratably with (or prior to) such secured Debt (for the purpose of
providing such equal and ratable security, the principal amount of Outstanding
Securities of any series of Original Issue Discount Securities shall be such
portion of the principal amount as may be specified in the terms of that series
that would be payable upon acceleration of the Maturity thereof at the time of
such determination), so long as such secured Debt shall be so secured, unless,
after giving effect thereto, the aggregate amount of all such secured Debt plus
all Attributable Debt of the Company and its Domestic Subsidiaries in respect
of sale and leaseback transactions (as defined in Section 1009) would not
exceed 10% of Consolidated Net Tangible Assets; provided, however, that this
Section shall not apply to, and there shall be excluded from secured Debt in
any computation under this Section, Debt secured by:

(1) Mortgages on property of, or on any shares of
stock or Debt of, any corporation existing at the time such
corporation becomes a Domestic Subsidiary;

(2) Mortgages in favor of the Company or any Domestic
Subsidiary;

(3) Mortgages on property of the Company or a
Domestic Subsidiary in favor of the United States of America or
any State thereof, or Puerto Rico, or any department, agency or
instrumentality or political subdivision of the United States of
America or any State thereof, or Puerto Rico, or in favor of any
other country,

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or any political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute;

(4) Mortgages on property, shares of stock or Debt
existing at the time of acquisition thereof (including acquisition
through merger or consolidation) or to secure the payment of all
or any part of the purchase price or construction or improvement
cost thereof or to secure any Debt incurred prior to, at the time
of, or within 120 days after, the acquisition of such property or
shares or Debt or the completion of any such construction or
improvement for the purpose of financing all or any part of the
purchase price or construction or improvement cost thereof;

(6) Any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a whole or in
part, of any Debt secured by any Mortgage referred to in the
foregoing clauses (1) to (5), inclusive; provided, that (i) such
extension, or replacement Mortgage shall be limited to all or a
part of the same property, shares of stock or Debt that secured
the Mortgage extended, renewed or replaced (plus improvements on
such property) and (ii) the Debt secured by such Mortgage at such
time is not increased.

Section 1009. Limitation on Sales and Leasebacks.

The Company will not itself, and it will not permit any Domestic
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Subsidiary) or to
which any such lender or investor is a party, providing for the leasing by the
Company or any Domestic Subsidiary for a period, including renewals, in excess
of three years of any Principal Domestic Manufacturing Property which has been
or is to be sold or transferred, more than 120 days after the acquisition
thereof or the completion of construction and commencement of full operation
thereof, by the Company or any Domestic Subsidiary to such lender or investor
or to any person to whom funds have been or are to be advanced by such lender
or investor on the security of such Principal Domestic Manufacturing Property
(herein referred to as a "sale and leaseback transaction") unless either:

(1) the Company or such Domestic Subsidiary could
create Debt secured by a Mortgage pursuant to Section 1008 on the
Principal Domestic Manufacturing Property to be leased back in an
amount equal to the Attributable Debt with respect to such sale
and leaseback transaction without equally and ratably securing the
Outstanding Securities, or

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(as determined by any two of the following: the Chairman of the
Board of the Company, its President, any Vice President, Finance
of the Company, its Treasurer and its Controller) to the
retirement of Funded Debt of the Company which is pari passu with
the Outstanding Securities; provided, that the amount to be
applied to the retirement of Funded Debt of the Company shall be
reduced by (a) the principal amount of any Securities delivered
within 120 days after such sale to the Trustee for retirement and
cancellation, and (b) the principal amount of such Funded Debt,
other than Securities, voluntarily retired by the Company within
120 days after such sale. Notwithstanding the foregoing, no
retirement referred to in this clause (2) may be effected by
payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision.

Section 1010. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 to 1009, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
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.

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any such term,
provision or condition. 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 waive any such term, provision or condition hereunder, whether or
not such Holders remain Holders after such record date; provided, that unless
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall have waived such term, provision or condition
prior to the date which is 90 days after such record date, any such waiver
previously given shall automatically and without further action by any Holder
be canceled and of no further effect.

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article.

Section 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all 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 in its sole discretion),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of
the Securities to be redeemed. In the case of any redemption of Securities
prior to the expiration of any

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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 are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed) the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, 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. If less
than all of the Securities of such series and of a specified tenor 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 and specified tenor not previously called for
redemption in accordance with the preceding sentence.

Section 1104. Notice of Redemption.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price (and interest, if any),

(3) if less than all the Outstanding Securities of
any series are to be redeemed, the identification (and, in the
case of partial redemption of any Securities, the principal
amounts) of the particular Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price
(and interest, if any) will become due and payable upon each such
Security or portion thereof to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to
be surrendered for payment of the Redemption Price (and interest,
if any), and

(6) that the redemption is for a sinking fund, if
such is the case.

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<PAGE> 63

Section 1105. Deposit of Redemption Price.

Section 1106. Securities Payable on Redemption Date.

Section 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part 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 and of like tenor, 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. If a
Book-Entry Security is so surrendered, such new Security so issued shall be a
new Book-Entry Security.

ARTICLE TWELVE

Sinking Funds

Section 1201. Applicability of Article.

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<PAGE> 64
The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 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 (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a 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, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301. 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 a series under Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article Thirteen, shall be applicable to the
Securities of such series, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of such series, elect
to have either Section 1302 (if applicable) or Section 1303 (if applicable) be
applied to the Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Thirteen.

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<PAGE> 65

Section 1302. Defeasance and Discharge.

Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below 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 the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities 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 Outstanding Securities of such series
to receive, solely from the trust fund described in Section 1304 as more fully
set forth in such Section, payments of the principal of (and premium, if any)
and interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and such obligations as shall be ancillary thereto, (C) the rights,
powers, trusts, duties, immunities and other provisions in respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with
this Article Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under Section 1303 with
respect to the Securities of such series.

Section 1303. Covenant Defeasance.

Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under Sections 801,
1008 and 1009 (and any covenant applicable to such Securities that are
determined pursuant to Section 301 to be subject to this provision) and the
occurrence of an event specified in Section 501(4) (with respect to any of
Sections 801, 1008 or 1009) (and any other Event of Default applicable to such
Securities that are determined pursuant to Section 301 to be subject to this
provision) shall not be deemed to be an Event of Default with respect to the
Outstanding Securities of such series after the date the conditions set forth
below are satisfied (hereinafter, "covenant defeasance"). For this purpose,
such covenant defeasance means that, with respect to the Outstanding Securities
of such series, 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 Clause whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or Clause or by reason of any reference in any such
Section or Clause to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected
thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions precedent to application of
either Section 1302 or Section 1303 to the Outstanding Securities of such
series:

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<PAGE> 66
combination thereof, sufficient, without reinvestment, 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,
the principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Maturity of such
principal, premium, if any, or interest. Before such a deposit
the Company may make arrangements satisfactory to the Trustee for
the redemption of Securities at a future date or dates in
accordance with Article Eleven, which shall be given effect in
applying the foregoing. For this purpose, "U.S. Government
Obligations" means securities that are (x) direct obligations of
the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt, provided that
(except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt.

(2) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with
respect to the Securities of such series shall have occurred and
be continuing (A) on the date of such deposit or (B) insofar as
subsections 501(6) and (7) are concerned, at any time during the
period ending on the 121st day after the date of such deposit or,
if longer, ending on the day following the expiration of the
longest preference period applicable to the Company in respect of
such deposit (it being understood that the condition in this
condition shall not be deemed satisfied until the expiration of
such period).

(3) Such defeasance or covenant defeasance shall not
(A) cause the Trustee for the Securities of such series to have a
conflicting interest as defined in Section 608 or for purposes of
the Trust Indenture Act with respect to any securities of the
Company or (B) result in the trust arising from such deposit to
constitute, unless it is qualified as, a regulated investment
company under the Investment Company Act of 1940, as amended.

(4) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound.

(5) In the case of an election under Section 1302,
the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the Outstanding
Securities of such series 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.

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<PAGE> 67
(6) In the case of an election under Section 1303,
the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the Outstanding
Securities of such series 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.

(8) The Company shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the
defeasance under Section 1302 or the covenant defeasance under
Section 1303 (as the case may be) have been complied with.

Section 1305. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(but not including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, but
such money need not be segregated from other funds except to the extent
required by law.

Section 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 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 the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 1302 or
1303; provided, however, that if the Company makes any payment of principal of
(and premium, if any) or interest on any such Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held
by the Trustee or the Paying Agent.

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<PAGE> 68

ARTICLE FOURTEEN

Subordination of Securities

Section 1401. Agreement to Subordinate. The Company covenants
and agrees, and each holder of Securities issued hereunder by such holder's
acceptance thereof, whether upon original issue or upon transfer or assignment
thereof, likewise covenants and agrees, that the principal of and premium, if
any, and interest on all Securities issued hereunder shall, to the extent and
in the manner herein set forth, be subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

Section 1402. No Payments on Securities if Senior Indebtedness
in Default.

(a) No payment on account of principal (including
sinking fund payments) of or premium, if any, or interest on the Securities or
on account of the purchase or other acquisition of Securities shall be made by
or on behalf of the Company if at the time that such payment is to be made (or
immediately after giving effect thereto) there shall (or would) exist a default
with respect to any Senior Indebtedness beyond the applicable period of grace,
if any, so that, if such Senior Indebtedness shall not already have matured,
holders of such Senior Indebtedness would be entitled to accelerate the
maturity thereof, and such default shall (or would) not have been cured or
waived or shall (or would) not have ceased to exist; provided, however, that
sinking fund obligations under Section 1202 may be satisfied by use of
Securities which were acquired prior to such default by the Company or the
Trustee (whether by exchange or otherwise); and provided further that the
provisions of this Section 1402 are subject to the further provisions of
Section 1403.

(b) In the event that notwithstanding this Section 1402,
any payment by or on behalf of the Company of any kind or character to which
the holders of the Securities or the Trustee would be entitled but for the
provisions of this Section 1402 prohibiting such payment, shall be received by
the Trustee or any paying agent or the holders of the Securities, such payment
shall be held in trust for the benefit of, and shall be paid over and delivered
to the holders of Senior Indebtedness or their respective representatives, or
to the trustee or trustees under any indenture pursuant to which any instrument
evidencing any of the Senior Indebtedness remaining unpaid may have been
issued, as their respective interests may appear, for application to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness, provided that if there be any unliquidated obligations as
aforesaid there shall be paid an appropriate amount as a reserve therefor.

Section 1403. Priority of Senior Indebtedness Upon Distribution
of Assets. Upon any distribution of assets of the Company in connection with
any dissolution or winding up or complete liquidation or reorganization or
arrangement of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, or upon an assignment of the
assets of the Company for the benefit of creditors or any marshalling of the
assets and liabilities of the Company or other similar circumstances,

(a) the holders of all Senior Indebtedness shall first
be entitled to receive payment in full thereof, and provision satisfactory to
holders of such Senior Indebtedness shall be made for payment in full of any
unliquidated obligations which may later become liquidated, before the holders
of the Securities shall be entitled to receive any payment or distribution of
cash, properties or securities of any kind or character (other than securities
of

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the Company as reorganized or modified by similar proceedings or of any other
corporation provided for by a plan of reorganization or modification by similar
proceedings, the payment of which is subordinate, at least to the extent set
forth in this Article Fourteen with respect to the Securities, to payment in
full, without modification or diminution by such reorganization or
modification, of all Senior Indebtedness) on account of the principal
(including sinking fund payments) of or premium, if any, or interest on the
Securities, or on account of the purchase or other acquisition by or on behalf
of the Company of Securities; and

(b) any payment or distribution of assets of the Company
of any kind or character whether in cash, property or securities (other than
securities of the Company as reorganized or modified by similar proceedings or
of any other corporation provided for by a plan of reorganization or
modification by similar proceedings, the payment of which is subordinate, at
least to the extent set forth in this Article Fourteen with respect to the
Securities, to payment in full, without modification or diminution by such
reorganization or modification, of all Senior Indebtedness) to which the
holders of the Securities or the Trustee would be entitled, except for the
provisions of this Article Fourteen, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or any other person
making such payment or distribution directly to the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Indebtedness remaining unpaid may have been issued, as their respective
interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness, provided that if there be any unliquidated
obligations as aforesaid there shall be reserved an appropriate amount
therefor; and

(c) in the event that, notwithstanding this Section
1403, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of
the Company as reorganized or modified by similar proceedings or of any other
corporation provided for by a plan of reorganization or modification by similar
proceedings, the payment of which is subordinate, at least to the extent set
forth in this Article Fourteen with respect to the Securities, to payment in
full, without modification or diminution by such reorganization or
modification, of all Senior Indebtedness) prohibited by this Section 1403 shall
be received by the Trustee or any paying agent or the holders of the Securities
before all Senior Indebtedness is paid in full or provision is made for such
payment in accordance with the terms of such Senior Indebtedness, such payment
or distribution shall be held in trust for the benefit of and shall be paid
over or delivered to the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of the Senior Indebtedness remaining
unpaid may have been issued, as their respective interests may appear, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness, provided that if there be any unliquidated
obligations as aforesaid there shall be paid an appropriate amount as a reserve
therefor; and

(d) the consolidation of the Company with, or the merger
of the Company into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation or
corporations upon the terms and condition provided in Article Eight shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 1403 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Eight, and a reorganization within the meaning of Section
368(a) of the Internal Revenue

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Code of 1954, as amended, or such provision's successors, shall not be deemed
(unless part of a bankruptcy, insolvency or receivership or similar proceeding
with respect to the Company) to be a reorganization for purposes of this
Section 1403.

Section 1404. Trustee and Holders of Securities May Rely on
Court Order or Certificate of Liquidating Agent. Upon any payment or
distribution of assets of the Company referred to in this Article Fourteen, the
Trustee, subject to the provisions of Section 601, and the holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending or upon any certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution delivered to the Trustee or to the holders of
Securities, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Fourteen.

Section 1405. Subrogation of Holders of the Securities. Subject
to the payment in full of all Senior Indebtedness, or provision being made as
aforesaid for its payment, the holders of the Securities shall be subrogated to
whatever rights the holders of Senior Indebtedness may have to receive payments
or distributions of assets of the Company made on the Senior Indebtedness until
the principal of and premium, if any, and interest on the Securities shall be
paid or satisfied in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of any cash,
property or securities to which the holders of the Securities or the Trustee
would be entitled except for the provisions of this Article Fourteen shall, as
among the Company, its creditors other than the holders of Senior Indebtedness,
and the holders of Securities, be deemed to be payment by the Company to or on
account of Senior Indebtedness, it being understood that the provisions of this
Article Fourteen 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 Senior Indebtedness, on the other hand.

Section 1406. Obligation of Company to Pay Unconditional.
Nothing contained in this Article Fourteen or elsewhere in this Indenture, or
in the Securities, is intended to or shall impair as between the Company and
the holders of the Securities, the obligation of the Company, which is absolute
and unconditional, to pay to the holders of the Securities, the principal of
and premium, if any, and interest on the Securities, as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall
anything in this Article Fourteen prevent the Trustee or the holders 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 Fourteen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

Section 1407. Authorization of Holders of Securities to Trustee
to Effect Subordination. Each holder of Securities by his acceptance thereof
authorizes and directs the Trustee on behalf of such holder to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article Fourteen and appoints the Trustee attorney-in-fact of such
holder for any and all such purposes, including, in the event of any voluntary
or involuntary dissolution, winding-up, liquidation, reorganization,
arrangement or similar proceeding relating to the Company (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors or otherwise), the

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immediate filing of a claim for the unpaid balance of such holder's Securities
in the form required in said proceedings and the causing of said claim to be
approved. If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then any holder or holders of Senior
Indebtedness shall have the right to file and are hereby authorized to file an
appropriate claim for such unpaid balance of such Securities on behalf of the
holder or holders thereof.

Section 1408. Securities Otherwise Payable. Nothing contained
in this Article Fourteen or elsewhere in this Indenture, or in any of the
Securities, shall affect the obligation of the Company to make, or prevent the
Company from making payments at any time of principal of (including sinking
fund payments) or premium, if any, or interest on the Securities or from
depositing with the Trustee or any paying agent moneys for such payments, or
from purchasing or otherwise acquiring Securities, except as otherwise provided
in this Article.

Section 1409. Notice to Trustee of Facts Prohibiting Payments.
Notwithstanding any of the provisions of this Article Fourteen or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
moneys to or by the Trustee, unless and until the Trustee shall have received
written notice of such facts at the principal office of such Trustee, from the
Company or from one or more holders of Senior Indebtedness or from any trustee
therefor.

Section 1410. Rights of the Trustee. The Trustee shall be
entitled to all the rights set forth in this Article Fourteen with respect to
any Senior Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 608 or elsewhere in this
Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article Fourteen shall apply to claims of, or payment to, the
Trustee under or pursuant to Section 607.

Section 1411. Rights of Holders of Senior Indebtedness Not
Impaired. No right of any present or future holder of any Senior Indebtedness
of the Company to enforce the subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

The provisions of this Article Fourteen are intended to be for
the benefit of and shall be enforceable directly by the holders of Senior
Indebtedness. Each holder of any Security by his acceptance thereof
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness, whether such Senior Indebtedness was created or acquired
before or after the issuance of the Securities, to acquire and continue to
hold, or to continue to hold, such Senior Indebtedness, and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness. Notice of any default in the payment of any
Senior Indebtedness and notice of acceptance of the provisions hereof are
hereby expressly waived. No waiver, forbearance or release by any holder of
Senior Indebtedness under such Senior Indebtedness or under this Article
Fourteen shall constitute a release of any of the obligations or liabilities of
the Trustee or holders of the Securities provided in this Article Fourteen.

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Section 1412. No Fiduciary Duty to Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of the
covenants and obligations as are specifically set forth in this Article
Fourteen, and no implied covenants or obligations with respect to the holders
of Senior Indebtedness shall be implied in this Indenture against the Trustee.
The Trustee shall not be liable to any holders of Senior Indebtedness if the
Trustee shall in good faith pay over or distribute to or on behalf of holders
of Securities or the Company money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen.

Section 1413. Other Provisions Subject Hereto. Except as
expressly stated in this Article Fourteenth, and notwithstanding anything
contained in this Indenture to the contrary, all the provisions of this
Indenture and the Securities are subject to the provisions of this Article
Fourteen.

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.

FERRO CORPORATION

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

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

Attest:

- --------------------------
Secretary

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

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

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

Attest:

- --------------------------
Assistant Secretary

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<PAGE> 73

STATE OF OHIO )
) ss.:
COUNTY OF CUYAHOGA )

On the ____ of ______________, 199_, before me personally came
______________ to me known, who, being by me duly sworn, did depose and say
that he is ____________________________________ of Ferro Corporation, 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.

_________________________________
______________, Notary Public

STATE OF OHIO )
) ss.:
COUNTY OF CUYAHOGA )

On the ____ day of ______________, 199_, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is a __________________ of __________________________, the _________________
described in and which executed the foregoing instrument; that he knows the seal
of said __________________________________; that the seal affixed to said
instrument is such _______________________________ seal; that it was so affixed
by authority of the Board of Directors of said _______________________, and that
he signed his name thereto by like authority.

_________________________________
______________, Notary Public

- 62 -

<PAGE> 1
EXHIBIT 4c

COMMON SHARES COMMON SHARES

INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE
OF THE STATE OF OHIO IN THE CITY OF NEW YORK
FERRO CORPORATION OR CLEVELAND, OHIO

CUSIP 315405 10 0
LEGENDED THIS CERTIFIES THAT
SHARES SEE
REVERSE SIDE

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $1 PER SHARE OF
Ferro Corporation transferable on the books of the Corporation by the holder
hereof, in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS The seal of the Corporation and the signatures of its duly authorized
officers.

Dated

/s/ A. C. Bersticker
- ------------------------- ------------------------------------
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER

SEE REVERSE
FOR CERTAIN
DEFINITIONS

BY
-----------------------------

COUNTERSIGNED AND REGISTERED:
NATIONAL CITY BANK
(CLEVELAND, OHIO)
TRANSFER AGENT
AND REGISTRAR

- ----------------------------------------------
AUTHORIZED OFFICER
<PAGE> 2
FERRO CORPORATION

The Corporation will mail to the record holder of this certificate
without charge within five days after receipt of written request therefor,
addressed to the Secretary of the Corporation at its principal office, 1000
Lakeside Avenue, Cleveland, Ohio 44114, a copy of the express terms of the
shares represented by this certificate and of other classes and series of
shares which the Corporation is authorized to issue.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--......Custodian.....
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act ............
in common (State)
Additional abbreviations may also be used though not in the above list.

For value received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
[ ]

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________________

NOTICE:
The signature to this assignment must correspond with the name
as written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.

__________________________________

This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Ferro Corporation
(the "Company") and National City Bank (the "Rights Agent") dated as of March
21, 1986, as amended as of March 31, 1989 (the "Rights Agreement"), the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person, an Adverse Person or any Affiliates or Associates thereof (as
such terms are defined in the Rights Agreement) whether currently held by or on
behalf of such Person or any subsequent holder, may become null and void.

<PAGE> 1
EXHIBIT 4d

NUMBER SHARES

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

FERRO CORPORATION
PREFERRED STOCK
SEE REVERSE FOR
==SPECIMEN== CERTAIN DEFINITIONS

This Certifies that is the owner of

fully paid and non-assessable shares
without par value of

PREFERRED STOCK

transferable only the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this Certificate properly
endorsed.

Witness the seal of the Corporation and the signatures of its duly
authorized officers.

Dated

/s/ A. C. Bersticker
- ------------------------- ----------------------------------
SECRETARY CHAIRMAN OF THE BOARD

COUNTERSIGNED AND REGISTERED

NATIONAL CITY BANK

TRANSFER AGENT AND REGISTRAR

BY _______________________________________
AUTHORIZED SIGNATURE
<PAGE> 2
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--______Custodian_____
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act ____________
in common (State)

Additional abbreviations may also be used though not in the above list.

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

A copy of the express terms of the shares represented by this
certificate and of the other classes and series of shares which the Corporation
is authorized to issue is attached to and by reference made a part of this
certificate. The Corporation will mail to the shareholder a copy of such
express terms without charge within five days after receipt of written request
therefor if the copy has become detached from the certificate. Any transfer of
the shares represented by this certificate is restricted in the Corporation's
Amended Articles of Incorporation and the Corporation will mail to the
shareholder a copy of such restrictions without charge within five days after
receipt of a written request therefor.

These securities have not been registered under the Securities Act of
1933, as amended. They may not be sold, transferred or otherwise disposed of
in the absense of an effective registration statement as to the securities
under said Act or an opinion of counsel satisfactory to Ferro Corporation that
such registration is not required. In addition, they may not be sold,
transferred or otherwise disposed of in violation of (i) their respective terms
or (ii) the terms of the Ferro Corporation Employee Stock Ownership Plan.

------------
For Value Received _______________________ hereby sell assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
[ ]_________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
of the Shares represented by the within Certificate and do hereby irrevocably
constitute and appoint _______________________________________________ Attorney
to transfer the said Shares on the Books of the within named Company with full
power of substitution in the premises

Dated _____________________ 19____

_____________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.

<PAGE> 1

EXHIBIT 12a

FERRO CORPORATION AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
PER REGULATION S-K 229.503 (ITEM 503)
<TABLE>
<CAPTION>
BEFORE BEFORE
SIX MONTHS ACCT CHG RESTRUCTURING
JUNE DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
1995 1994 1993 1993 1992 1991 1991
---------- -------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Pre-Tax Income................... 45,503 74,306 89,289 89,289 97,689 65,649 65,649
Extraordinary Charges.......... (37,764)(1) - - (45,300)(2) -
Add: Fixed Charges............... 7,570 12,774 11,989 11,989 10,780 12,419 12,419
Less: Interest Capitalization.... (503) (1,041) (1,108) (1,108) (753) (1,629) (1,629)
------ ------ ------- ------- ------- ------- ------
Total Earnings............. 52,570 86,039 62,406 100,170 107,716 31,139 76,439
====== ====== ======= ======= ======= ======= ======
Fixed Charges:
Interest Expense................. 6,667 10,933 10,081 10,081 9,227 9,940 9,940
Interest Capitalization.......... 503 1,041 1,108 1,108 753 1,629 1,629
Interest Portion of Rental
Expense........................ 400 800 800 800 800 850 850
------ ------ ------- ------- ------- ------- ------
Total Fixed Charges............ 7,570 12,774 11,989 11,989 10,780 12,419 12,419
====== ====== ======= ======= ======= ======= ======

Total Earnings............. 52,570 86,039 62,406 100,170 107,716 31,139 76,439

Divided By:
Total Fixed Charges............ 7,570 12,774 11,989 11,989 10,780 12,419 12,419
------ ------ ------- ------- ------- ------- ------

Ratio...................... 6.94 6.74 5.21 8.36 9.99 2.51 6.16

<CAPTION>
BEFORE
LITIGATION
DECEMBER DECEMBER
1990 1990
-------- --------
<S> <C> <C>
Earnings:
Pre-Tax Income................... 55,509 55,509
Extraordinary Charges......... (12,000)(3) -
Add: Fixed Charges............... 18,709 18,709
Less: Interest Capitalization.... (1,032) (1,032)
------- -------
Total Earnings............. 61,186 73,186
======= =======
Fixed Charges:
Interest Expense................. 16,827 16,827
Interest Capitalization.......... 1,032 1,032
Interest Portion of Rental
Expense........................ 850 850
------- -------
Total Fixed Charges............ 18,709 18,709
======= =======

Total Earnings............. 61,186 73,186

Divided By:
Total Fixed Charges............ 18,709 18,709
------- -------

Ratio...................... 3.27 3.91

<FN>
(1) Pre-tax effect of FAS 106, accounting for retiree benefits.

(2) Pre-tax effect of restructuring charges

(3) Pre-tax effect of litigation charge

Note: Amortization of debt expense and discounts and premiums were deemed
immaterial to the above calculations. Interest portion of rental expense
are conservative estimates based on actual amounts from prior years.

</TABLE>

<PAGE> 1

EXHIBIT 12b

FERRO CORPORATION AND SUBSIDIARIES
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
PER REGULATION S-K 229.503 (ITEM 503)
<TABLE>
<CAPTION>
BEFORE BEFORE
SIX MONTHS ACCT CHG RESTRUCTURING
JUNE DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
1995 1994 1993 1993 1992 1991 1991
---------- -------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Pre-Tax Income................... 45,503 74,306 89,289 89,289 97,689 65,649 65,649
Extraordinary Charges.......... (37,764)(1) (45,300)(2)
Add: Fixed Charges............... 9,842 17,372 16,664 16,664 15,552 17,297 17,297
Less: Preferred Dividend......... (2,272) (4,598) (4,675) (4,675) (4,772) (4,878) (4,878)
Less: Interest Capitalization.... (503) (1,041) (1,108) (1,108) (753) (1,629) (1,629)
------ ------ ------- ------- ------- ------- ------
Total Earnings............. 52,570 86,039 62,406 100,170 107,716 31,139 76,439
====== ====== ======= ======= ======= ======= ======
Fixed Charges:
Interest Expense................. 6,667 10,933 10,081 10,081 9,227 9,940 9,940
Interest Capitalization.......... 503 1,041 1,108 1,108 753 1,629 1,629
Preferred Dividend............... 2,272 4,598 4,675 4,675 4,772 4,878 4,878
Interest Portion of Rental
Expense........................ 400 800 800 800 800 850 850
------ ------ ------- ------- ------- ------- ------
Total Fixed Charges............ 9,842 17,372 16,664 16,664 15,552 17,297 17,297
====== ====== ======= ======= ======= ======= ======

Total Earnings............. 52,570 86,039 62,406 100,170 107,716 31,139 76,439

Divided By:
Total Fixed Charges............ 9,842 17,372 16,664 16,664 15,552 17,297 17,297
------ ------ ------- ------- ------- ------- ------

Ratio...................... 5.34 4.95 3.74 6.01 6.93 1.80 4.42

<CAPTION>
BEFORE
LITIGATION
DECEMBER DECEMBER
1990 1990
-------- --------
<S> <C> <C>
Earnings:
Pre-Tax Income................... 55,509 55,509
Extraordinary Charges......... (12,000)(3)
Add: Fixed Charges............... 23,634 23,634
Less: Preferred Dividend......... (4,925) (4,925)
Less: Interest Capitalization.... (1,032) 1,032
------- -------
Total Earnings............. 61,186 73,186
======= =======
Fixed Charges:
Interest Expense................. 16,827 16,827
Interest Capitalization.......... 1,032 1,032
Preferred Dividend............... 4,925 4,925
Interest Portion of Rental
Expense........................ 850 850
------- -------
Total Fixed Charges............ 23,634 23,634
======= =======

Total Earnings............. 61,186 73,186

Divided By:
Total Fixed Charges............ 23,634 23,634
------- -------

Ratio...................... 2.59 3.10
</TABLE>

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

(1) Pre-tax effect of FAS 106, accounting for retiree benefits.

(2) Pre-tax effect of restructuring charges

(3) Pre-tax effect of litigation charge

<PAGE> 1

Exhibit 23a

Board of Directors
Ferro Corporation

We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our
report refers to changes in accounting principles for postretirement benefits
other than pensions and income taxes in 1993.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Cleveland, Ohio
October 31, 1995

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Hector R. Ortino, Gary H. Ritondaro, Mary Ann Jorgenson or D. Thomas George,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Signature Title Date
--------- ----- ----

/s/ Albert C. Bersticker President and Chief September 22, 1995
- ------------------------- Executive Officer
Albert C. Bersticker and Director
(Principal Executive
Officer)

/s/ Hector R. Ortino Executive Vice President September 22, 1995
- ------------------------- and Chief Financial-
Hector R. Ortino Administrative Officer and
Director (Principal
Financial Officer)

<PAGE> 2
Signature Title Date
--------- ----- ----

/s/ Gary H. Ritondaro Vice President, September 22, 1995
- ------------------------- Finance
Gary H. Ritondaro (Principal Accounting
Officer)

/s/ Sandra Harden Austin Director September 22, 1995
- -------------------------
Sandra Harden Austin

/s/ Paul S. Brentlinger Director September 22, 1995
- -------------------------
Paul S. Brentlinger

/s/ Glenn R. Brown Director September 22, 1995
- -------------------------
Glenn R. Brown

/s/ Werner F. Bush Director September 22, 1995
- -------------------------
Werner F. Bush

/s/ William E. Butler Director September 22, 1995
- -------------------------
William E. Butler

/s/ A. James Freeman Director September 22, 1995
- -------------------------
A. James Freeman

/s/ John C. Morley Director September 22, 1995
- -------------------------
John C. Morley

/s/ Adolph Posnick Director September 22, 1995
- -------------------------
Adolph Posnick

/s/ Rex A. Sebastian Director September 22, 1995
- -------------------------
Rex A. Sebastian

/s/ Dennis W. Sullivan Director September 22, 1995
- -------------------------
Dennis W. Sullivan

<ARTICLE> 5
<CIK> 0000035214
<NAME> FERRO CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 31,277
<SECURITIES> 49,984
<RECEIVABLES> 234,153
<ALLOWANCES> 0
<INVENTORY> 168,230
<CURRENT-ASSETS> 516,957
<PP&E> 647,089
<DEPRECIATION> 342,015
<TOTAL-ASSETS> 918,308
<CURRENT-LIABILITIES> 262,106
<BONDS> 130,638
<COMMON> 31,549
0
0
<OTHER-SE> 365,596
<TOTAL-LIABILITY-AND-EQUITY> 918,308
<SALES> 676,958
<TOTAL-REVENUES> 676,958
<CGS> 507,926
<TOTAL-COSTS> 624,544
<OTHER-EXPENSES> 244
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,667
<INCOME-PRETAX> 45,503
<INCOME-TAX> 17,749
<INCOME-CONTINUING> 27,754
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,754
<EPS-PRIMARY> .92
<EPS-DILUTED> .88

</TABLE>