AMERCO /NV/, S-3/A, 1996-04-16

AMERCO /NV/
S-3/A, 1996-04-16
MOTOR VEHICLES & PASSENGER CAR BODIES

Previous: ADVANCED MICRO DEVICES INC, 8-K, 1996-04-16

Next: APACHE CORP, S-4/A, 1996-04-16

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1996
REGISTRATION NO. 333-1195

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

PRE-EFFECTIVE
AMENDMENT NO. 1
TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERCO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA 88-0106815
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

------------------------
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
(702) 688-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GARY V. KLINEFELTER, ESQ.
GENERAL COUNSEL
AMERCO
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
(702) 688-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:

JON S. COHEN, ESQ. ARNOLD B. PEINADO, III
SNELL & WILMER L.L.P. MILBANK, TWEED, HADLEY & MCCLOY
ONE ARIZONA CENTER ONE CHASE MANHATTAN PLAZA
PHOENIX, ARIZONA 85004-0001 NEW YORK, NEW YORK 10005
(602) 382-6247 (212) 530-5546

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.

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

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

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

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

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

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

================================================================================
<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED APRIL 16, 1996

PROSPECTUS

$500,000,000

A M E R C O
COMMON STOCK
SERIES B COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
WARRANTS

LOGO

AMERCO (the "Company"), a holding company for U-Haul International, Inc.,
Ponderosa Holdings, Inc., Amerco Real Estate Company, and other companies, may
issue and sell from time to time together or separately, (i) shares of its
Common Stock, par value $0.25 per share ("Common Stock"); (ii) shares of its
Series B Common Stock, par value $0.25 per share ("Series B Common Stock");
(iii) shares of its Preferred Stock ("Preferred Stock"); (iv) its debt
securities ("Debt Securities"); (v) its convertible debt securities
("Convertible Debt Securities"), which may be senior debt securities
("Convertible Senior Debt Securities") or subordinated debt securities
("Convertible Subordinated Debt Securities"), consisting of debentures, notes
and/or other evidences of indebtedness representing unsecured obligations of the
Company convertible into other securities of the Company; and (vi) warrants to
acquire Common Stock or Series B Common Stock of the Company ("Warrants"), in
amounts, at prices, and on terms to be determined at the time of offering. The
Common Stock, Series B Common Stock, Preferred Stock, Debt Securities,
Convertible Debt Securities, and Warrants shall be collectively referred to as
the "Securities". The Securities offered pursuant to this Prospectus maybe
issued in one or more series or issuances and will be limited to $500,000,000
aggregate public offering price and exercise price.

The specific terms of the particular Securities in respect of which this
Prospectus is being delivered ("Offered Securities") will be set forth in a
supplement to this Prospectus ("Prospectus Supplement") which will be delivered
together with this Prospectus, including, where applicable, in the case of
Preferred Stock, Debt Securities or Convertible Debt Securities, the specific
designation, aggregate principal amount, denomination, maturity, premium, if
any, rate (which may be fixed or variable), time and method of calculating
payments of interest, if any, place or places where principal, premium, if any,
and interest, if any, on such Preferred Stock, Debt Securities, or Convertible
Debt Securities will be payable, any terms of redemption at the option of the
Company, any sinking fund provisions, terms for conversion into Common Stock or
Series B Common Stock of the Company, the initial public offering price for
Preferred Stock, Debt Securities or Convertible Debt Securities or conversion
into Common Stock or Series B Common Stock of the Company, the initial public
offering price and other special terms and, in the case of any Warrants, the
specific designation, aggregate number, duration, initial public offering price,
exercise price, detachability of any Warrants, the amount of Common Stock or
Series B Common Stock of the Company for which such Warrants are exercisable,
the terms of any mandatory or optional call, or other special terms, together
with any other terms in connection with the offering and sale of the Offered
Securities. This Prospectus, together with the Prospectus Supplement relating to
any Warrants that have been issued, may also be delivered in connection with the
issuance of any Common Stock or Series B Common Stock of the Company for which
such Warrants are exercised.

The Company's Common Stock is listed on Nasdaq National Market ("Nasdaq")
under the symbol "AMOO." The Company's Series A 8 1/2% Preferred Stock is listed
on the New York Stock Exchange under the symbol "AO/A." Any Securities offered
may be listed, subject to notice of issuance, on Nasdaq or a national securities
exchange.

On April 15, 1996, the last reported sale price of the Common Stock through
Nasdaq was $20 per share.

The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters or by underwriters without a syndicate; (ii) through
agents designated from time to time; or (iii) directly. The names of any
underwriters or agents of the Company involved in the sale of the Securities in
respect of which this Prospectus is being delivered, any applicable commissions
or discounts, and the net proceeds to the Company from such sale are set forth
in the Prospectus Supplement.

No person is authorized to give the information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with this Prospectus and, if given or made, any such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities in any state or other jurisdictions
where, or to any person to whom, it is unlawful to make such an offer or a
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
ON PAGES 5-7.

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 APRIL , 1996.

<PAGE> 3

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

THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
------------------------

AVAILABLE INFORMATION

The Company is subject to the informational 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 may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at its regional offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission a registration statement (the
"Registration Statement") with respect to the Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information contained in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by such reference.

The Company's Series A 8 1/2% Preferred Stock is listed on the New York
Stock Exchange and the Company's Common Stock is listed on Nasdaq. Reports,
proxy statements, and other information filed by the Company may be inspected
and copied at the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and at the National Association of Securities Dealers, 1735 K Street,
N.W., Washington, D.C. 20007.

In addition, Summary Quarterly Financial Reports for the Company are
available at the following Web site: http://www.uhaul.com.

INFORMATION INCORPORATED BY REFERENCE

The Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1995, the Quarterly Reports of the Company on Form 10-Q for the
quarters ended June 30 (as amended), September 30 (as amended), and December 31,
1995, the Reports by Issuer of Securities Quoted on Nasdaq on Form 10-C filed
with the Commission on October 25, 1995 and February 15, 1996, and the Current
Report on Form 8-K filed with the Commission on May 5, 1995 are incorporated
herein by reference.

All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
their respective dates of filing.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that 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 cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any documents described above,
other than certain exhibits to such documents. Requests should be addressed to:
AMERCO, Investor Relations, 1325 Airmotive Way, Suite 100, Reno, Nevada 89502;
telephone: (702) 688-6300.

2
<PAGE> 4

COMPANY SUMMARY

The Company is the holding company for its principal subsidiary, U-Haul
International, Inc. ("U-Haul"). The Company's U-Haul rental operations represent
84.4%, 85.2%, and 85.1% of the Company's total revenue for the nine months ended
December 31, 1995, fiscal year ended March 31, 1995, and fiscal year ended March
31, 1994, respectively. The Company is also a holding company for Ponderosa
Holdings, Inc. ("Ponderosa") and Amerco Real Estate Company ("AREC"). Throughout
this Prospectus, unless the context otherwise requires, the term "Company"
includes all of the Company's subsidiaries.

U-Haul U-Move Operations. Founded in 1945, U-Haul is primarily engaged,
through subsidiaries, in the rental of trucks, automobile-type trailers, and
support rental items to the do-it-yourself moving customer. The Company's
do-it-yourself moving business operates under the U-Haul name through an
extensive and geographically diverse distribution network of approximately 1,100
Company-owned U-Haul Centers and approximately 13,000 independent dealers
throughout the United States and Canada. The Company believes it has more moving
equipment rental locations than its two largest competitors combined. U-Haul's
rental equipment fleet consists of approximately 84,000 trucks and approximately
102,000 trailers. The Company, as part of its fleet renewal program, purchased
approximately 78,000 new trucks between March 1987 and December 1995 and reduced
the overall average age of its truck fleet from approximately eleven years at
March 1987 to approximately five years at December 1995. Since 1990, U-Haul has
replaced approximately 59% of its trailer fleet with new, more aerodynamically
designed trailers better suited to the low height profile of many newly
manufactured automobiles. Additionally, U-Haul sells related products (such as
boxes, tape and packaging materials) and rents various kinds of equipment (such
as floor polishing and carpet cleaning equipment).

U-Haul Self-Storage Rental Operations. U-Haul entered the self-storage
business in 1974 and offers for rent more than 17.9 million square feet of
self-storage space through approximately 800 Company-owned or managed storage
locations. The Company believes it is the second largest self-storage operator
(in terms of square feet) in the industry. The Company believes its self-storage
operations are complementary to its do-it-yourself moving business. All of its
self-storage space is located at or near a U-Haul Center or an independent
dealer.

Ponderosa. Ponderosa serves as the holding company for the Company's
insurance businesses. Ponderosa's two principal subsidiaries are Oxford Life
Insurance Company ("Oxford") and Republic Western Insurance Company ("RWIC").
For financial statement presentation, the Company's insurance subsidiaries
report on a calendar year basis while the Company reports on a fiscal year
basis.

Oxford primarily reinsures life, health, and annuity type insurance
products and administers the Company's self-insured employee health plan.
Approximately 7.2% of Oxford's premium revenue results from business with the
Company. Oxford's revenues represent 3.6%, 3.1%, and 2.8% of the Company's total
revenue for the nine months ended December 31, 1995, fiscal year ended March 31,
1995, and fiscal year ended March 31, 1994, respectively. Approximately 99% of
Oxford's invested assets are in investment grade (NAIC-2 or greater) fixed
income securities. Oxford is rated "A-VII" by A.M. Best.

RWIC originates and reinsures property and casualty type insurance products
for various market participants, including independent third parties, the
Company's customers, and the Company. RWIC's principal strategy is to capitalize
on its knowledge of insurance products aimed at the moving and rental markets.
Approximately 40% of RWIC's written premiums result from U-Haul and
U-Haul-affiliated underwriting activities. RWIC's revenues represent 12.0%,
11.7%, and 12.1% of the Company's total revenue for the nine months ended
December 31, 1995, fiscal year ended March 31, 1995, and fiscal year ended March
31, 1994, respectively. Approximately 95.5% of RWIC's invested assets are in
investment grade (NAIC-2 or greater) fixed income securities. RWIC is rated
"A+-VIII" by A.M. Best.

AREC. AREC owns and actively manages most of the Company's real estate
assets, including the Company's U-Haul Center locations. In addition to its
U-Haul operations, AREC actively seeks to lease or dispose of the Company's
surplus properties.

3
<PAGE> 5

The Company's principal executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502, and the telephone number of the Company is
(702) 688-6300. For more information on the Company, see "Business."

The following chart represents the corporate structure of the major
operating subsidiaries of the Company.

LOGO

4
<PAGE> 6
RISK FACTORS

THE FOLLOWING MATTERS, INCLUDING THOSE MENTIONED ELSEWHERE, SHOULD BE
CONSIDERED CAREFULLY BY A PROSPECTIVE INVESTOR IN EVALUATING A PURCHASE OF THE
SECURITIES.

COMPANY STOCK REPURCHASE

As discussed in "Shoen Litigation," the Company will repurchase 12,426,836
shares of its Common Stock on or before October 1, 1996 in partial satisfaction
of a judgment arising out of a lawsuit brought by certain significant
shareholders of the Company against certain of its current and former directors.
The Company has previously repurchased 5,828,140 shares of Common Stock from
other plaintiffs in the lawsuit in partial satisfaction of their claims. After
completing all of these repurchases, the Company will have acquired
approximately 47.3% of its outstanding Common Stock. The Company is not a
defendant in this action.

The Company will acquire the remaining shares of Common Stock and will
satisfy the remainder of the judgment in full with the payment of approximately
$315.2 million, plus interest, if awarded. The Company is currently evaluating
alternative methods for funding this repurchase. The Company has not decided
which sources of cash will be used. The Company intends to raise approximately
$200 million through the issuance of capital stock of the Company (dividend
paying preferred stock, Series B Common Stock, Common Stock, or a combination of
the foregoing) in order to comply with its credit agreements. The Company has
also identified approximately $150 million of surplus or non-essential assets,
including, but not limited to, surplus real estate and mortgage notes, all or a
portion of which may be sold to raise the balance of the cash needed. There can
be no assurance, however, that the Company will be able to issue such capital
stock or sell such assets on terms desirable to the Company or that the Company
will not have to borrow under its credit agreements or issue additional debt to
fund a portion of this repurchase of Common Stock.

Because the Company has not yet determined the sources of cash to satisfy
the judgment, the Company is unable to determine the impact the repurchase will
have on the Company's prospective financial condition, results of operations,
cash flows, or capital expenditure plans. However, as a result of funding the
repurchase, the Company may incur additional costs in the future in the form of
dividends on any dividend paying capital stock issued to fund the Plan and/or
interest on borrowed funds. Furthermore, following the repurchase, and without
giving effect to any capital stock which may be issued as described above, the
Company's outstanding Common Stock will be reduced by 12,426,836 shares, in
addition to the 5,828,140 shares already repurchased from the plaintiffs.

Furthermore, in the event the fair value of the consideration paid by the
Company to the plaintiffs is in excess of the fair value of the stock
repurchased by the Company, the Company will be required to record an expense
equal to the difference. Based upon the uncertainties surrounding the
repurchase, the amount of such expense, if any, is not estimable as of the date
of this Prospectus. No such expense was recorded for the transactions with the
plaintiffs consummated prior to December 31, 1995, as the fair value of the
consideration paid by the Company was less than the fair value of the stock
repurchased by the Company. No provision has been made in the Company's
financial statements for any payments made or to be made to the plaintiffs after
December 31, 1995 and the Company has not yet determined the accounting
treatment for such transactions. For the reasons set forth above, the repurchase
could have the effect of reducing the Company's net income.

In addition, the Company plans to deduct for income tax purposes
approximately $324.3 million of the payments made or to be made by the Company
to the plaintiffs, which will reduce the Company's income tax liability. While
the Company believes that such income tax deductions are appropriate, there can
be no assurance that any such deductions ultimately will be allowed in full.
Accordingly, for tax and other reasons, the repurchase could result in material
changes in the Company's financial condition, results of operations, and
earnings per common share. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Shoen Litigation" and "Shoen
Litigation."

5
<PAGE> 7

DEPENDENCE UPON KEY PERSONNEL

The success and growth of the Company since 1987 has been dependent upon
the performance of its senior management team, the loss of whose services could
have an adverse effect on the Company. There is no assurance that the senior
management will remain employed by the Company. The Company has not entered into
employment contracts with anyone on the senior management team and has not
granted restricted stock or stock option awards to any employee pursuant to the
Company's Stock Option and Incentive Plan. However, Edward J., Mark V., and
James P. Shoen are members of the Company's senior management and collectively
hold over 28% of the Company's common stock.

ENVIRONMENTAL MATTERS

The Company has since fiscal 1989 managed a testing and removal program
that will result in the removal of all but approximately 100 of its underground
storage tanks ("USTs") by the year 2000. Under this program, the Company budgets
$5 million annually for UST testing, removal and remediation and has removed a
total of 2,124 USTs in fiscal years 1990 through 1995 at a total cost of
approximately $22.0 million. At December 31, 1995, the Company owned properties
containing approximately 850 USTs. The USTs are used to store various petroleum
products, including gasoline, fuel oil, and waste oil and a majority of USTs
have a capacity of less than 6,000 gallons. In addition, the Company has been
named a "potentially responsible party" with respect to the disposal of
hazardous wastes at fourteen federal and two state superfund sites. To date, the
Company has entered into settlements for nine of the federal superfund sites for
de minimus amounts. See "Business -- Environmental Matters."

SEASONALITY

The Company's U-Haul rental operations are seasonal and proportionally more
of the Company's revenues and net earnings from its rental operations are
generated in the first and second quarters of each fiscal year (April through
September). In addition, the Company's results of operations have in the past
been and will continue to be affected by a wide variety of factors, including
natural disasters and other events that are beyond the control of the Company.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

REGULATED INDUSTRIES

The Company's insurance subsidiaries are subject to considerable regulation
and supervision in the states in which they transact business. State laws
regulate transactions and dividends between an insurance company and its parent
or affiliates. It is not possible to predict the future impact of changing state
and federal regulation on the operations of the Company's insurance
subsidiaries. See "Business -- Insurance Operations -- Regulation."

ABILITY TO ISSUE SERIAL COMMON STOCK AND PREFERRED STOCK

The Board of Directors has the authority to issue up to 50,000,000 shares
of preferred stock and up to 150,000,000 shares of serial common stock and to
fix the rights, preferences, privileges, and restrictions, including voting
rights, of those shares without any further vote or action by the stockholders.
The rights of the holders of Common Stock and Series B Common Stock may be
subject to, and may be adversely affected by, the rights of the holders of any
serial common stock and preferred stock that may be issued in the future. The

6
<PAGE> 8
issuance of serial common stock and preferred stock, while providing desired
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of the Company, thereby
delaying, deferring, or preventing a change in control of the Company.
Furthermore, holders of such serial common stock or preferred stock may have
other rights, including economic rights senior to the Common Stock and Series B
Common Stock, and, as a result, the issuance thereof could have a material
adverse effect on the market value of the Common Stock and Series B Common
Stock.

DIVIDENDS

Certain of the Company's credit agreements contain restrictions on the
Company's ability to pay dividends and distributions on and to repurchase or
otherwise acquire its capital stock. There can be no assurance that the Company
will be able to pay dividends on any capital stock offered hereby in compliance
with such restrictions. See "Description of Common Stock -- Dividends" and
"Description of Preferred Stock -- Dividends."

LIMITED PRIOR MARKET

There has been no public market for any of the Company's securities other
than the Company's Series A 8 1/2% Preferred Stock which is trading on the New
York Stock Exchange under the symbol "AO/A" and a small percentage of the
Company's Common Stock which is trading on Nasdaq under the symbol "AMOO". There
is currently no established market for any Series B Common Stock, Preferred
Stock, Debt Securities, Convertible Debt Securities or Warrants that may be
offered pursuant to this Prospectus. Although the Company may apply to have the
Securities offered hereby listed on a national securities exchange or approved
for quotation on Nasdaq, there can be no assurance that an active trading market
will develop or be maintained following such offering. The absence of any
trading market for any of the Securities may have an adverse effect on the
liquidity of such Securities.

USE OF PROCEEDS

The use of proceeds for a particular offering of Securities will be set
forth in the Prospectus Supplement relating to such offering.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth the Company's ratios of earnings to fixed
charges for the periods indicated. For purposes of computing the ratio of
earnings to fixed charges, "earnings" consists of pretax earnings from
operations plus total fixed charges excluding interest capitalized during the
period, and "fixed charges" consists of interest expense, preferred stock
dividends, capitalized interest, amortization of debt expense and discounts and
one-third of the Company's annual rental expense (which the Company believes is
a reasonable approximation of the interest factor of such rentals). For the year
ended March 31, 1991, pretax earnings were not sufficient to cover fixed charges
by an amount of $4.2 million. The ratio for the nine months ended December 31,
1995 may not be indicative of the ratio to be expected for fiscal 1996 because,
among other reasons, the Company's U-Haul rental operations are seasonal and
proportionally more of its earnings are generated in the first and second
quarters of each fiscal year.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
DECEMBER 31, YEARS ENDED MARCH 31,
- ------------ ----------------------------------------
1995 1995 1994 1993 1992 1991
- ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.12 1.87 1.64 1.45 1.21 N/A
</TABLE>

7
<PAGE> 9
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial information, insofar as it relates to each
of the fiscal years ended March 31, 1995, 1994, 1993, 1992, and 1991, has been
derived from and is qualified by reference to the financial statements and other
information and data contained in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995, which is incorporated by reference. The
selected financial information related to the nine months ended December 31,
1995 and 1994 has been derived from the Company's unaudited quarterly report on
Form 10-Q for the quarter ended December 31, 1995, which is incorporated by
reference herein. Oxford and RWIC have been consolidated on the basis of fiscal
years ended December 31. To give effect to Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," the Company has restated its
financial statements to April 1, 1988. See also "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Other" and "Shoen
Litigation." The summaries for the nine months ended December 31, 1995 and 1994
are unaudited; however, in the opinion of management, all adjustments necessary
for a fair presentation of such financial information have been included. The
results of operations for the nine months ended December 31, 1995 may not be
indicative of the results to be expected for fiscal 1996 because, among other
reasons, the Company's U-Haul rental operations are seasonal and proportionally
more of its revenue and net earnings are generated in the first and second
quarters of each fiscal year.

<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
FOR THE YEARS ENDED MARCH 31, DECEMBER 31,
-------------------------------------------------------------- -----------------------
1995 1994 1993 1992 1991 1995(1) 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Rental, net sales and other revenue.... $1,063,130 $ 972,704 $ 901,446 $ 845,128 $ 860,044 $ 858,894 $ 835,124
Premiums and net investment income..... 177,733 162,151 139,465 126,756 126,620 150,334 141,587
---------- ---------- ---------- ---------- ---------- --------- ----------
1,240,863 1,134,855 1,040,911 971,884 986,664 1,009,228 976,711
---------- ---------- ---------- ---------- ---------- --------- ----------
Operating expense, advertising expense,
and cost of sales.................... 783,933 735,841 697,700 661,229 668,149 659,616 585,332
Benefits, losses and amortization of
deferred acquisition costs........... 144,303 130,168 115,969 99,091 126,626 125,549 116,884
Depreciation........................... 151,409 133,485 110,105 109,641 114,589 79,049 112,631
Interest expense....................... 67,762 68,859 67,958 76,189 80,815 52,684 50,871
---------- ---------- ---------- ---------- ---------- --------- ----------
1,147,407 1,068,353 991,732 946,150 990,179 916,898 865,718
---------- ---------- ---------- ---------- ---------- --------- ----------
Pretax earnings (loss) from
operations........................... 93,456 66,502 49,179 25,734 (3,515) 92,330 110,993
Income tax expense..................... (33,424) (19,853) (17,270) (4,940) (6,354) (34,120) (39,602)
---------- ---------- ---------- ---------- ---------- --------- ---------
Earnings (loss) from operations before
extraordinary loss on early
extinguishment of debt and cumulative
effect of change in accounting
principle............................ 60,032 46,649 31,909 20,794 (9,869) 58,210 71,391
Extraordinary loss on early
extinguishment of debt............... -- (3,370) -- -- -- -- --
Cumulative effect of change in
accounting principle................. -- (3,095) -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net earnings (loss).................... $ 60,032 $ 40,184 $ 31,909 $ 20,794 $ (9,869) $ 58,210 $ 71,391
========== ========== ========== ========== ========== ========== ==========
Earnings (loss) from operations before
extraordinary loss on early
extinguishment of debt and cumulative
effect of change in accounting
principle per common share(2)........ $ 1.23 $ 1.06 $ .83 $ .53 $ (.25) $ 1.32 $ 1.67
Net earnings (loss) per common
share(2)............................. 1.23 .89 .83 .53 (.25) 1.32 1.67
Weighted average common shares
outstanding(3)....................... 38,190,552 38,664,063 38,664,063 38,880,069 39,213,080 36,796,961 37,025,575
Cash dividends declared:
Preferred Stock...................... $ 12,964 $ 4,753 $ -- $ -- $ -- $ 9,723 $ 9,723
Common Stock......................... -- 3,147 1,994 -- 1,176 -- --
Ratios:
Ratio of earnings to fixed
charges(4)......................... 1.87 1.64 1.45 1.21 --(4) 2.12 2.41
Ratio of EBITDA to Interest(5)....... 4.80 4.13 3.61 2.97 2.55 4.51 5.63

MARCH 31, DECEMBER 31,
-------------------------------------------------------------- -----------------------
1995 1994 1993 1992 1991 1995(4) 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
Balance Sheet Data:
Total property, plant and equipment,
net.................................. $1,274,246 $1,174,236 $ 989,603 $ 987,095 $1,040,342 $1,260,933 $1,262,853
Total assets........................... 2,605,989 2,344,442 2,024,023 1,979,324 1,822,977 2,748,795 2,537,422
Notes and loans payable................ 881,222 723,764 697,121 733,322 804,826 890,633 827,592
Stockholders' equity................... 686,784 651,787 479,958 451,888 435,180 695,174 705,577
</TABLE>
- ---------------

(1) Reflects the adoption of Statement of Position 93-7, "Reporting on
Advertising Costs."
(2) For the fiscal years ended March 31, 1995 and 1994, and for the nine months
ended December 31, 1995 and 1994, earnings (loss) and net earnings per
common share were computed after giving effect to the dividends on the
Company's Series A 8 1/2% preferred stock.
(3) Reflects the adoption of Statement of Position 93-6, "Employer's Accounting
for Employee Stock Ownership Plans."
(4) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consists of pretax earnings from operations plus total fixed charges
excluding interest capitalized during the period and "fixed charges"
consists of interest expense, preferred stock dividends, capitalized
interest, amortization of debt expense and discounts and one-third of the
Company's annual rental expense (which the Company believes is a reasonable
approximation of the interest factor of such rentals). For the year ended
March 31, 1991, pretax earnings were not sufficient to cover fixed charges
by an amount of $4.2 million.
(5) For purposes of computing the ratio of EBITDA to Interest, "EBITDA" consists
of net earnings (loss) before interest, taxes, depreciation, and
amortization. EBITDA is not intended to represent cash flow or any other
measure of performance in accordance with generally accepted accounting
principles. EBITDA is included herein because certain investors find it to
be a useful tool in understanding cash flow generated from operations that
is available for debt service, taxes and capital expenditures.

8
<PAGE> 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

For financial statement preparation, the Company's insurance subsidiaries
report on a calendar year basis while the Company reports on a fiscal year basis
ending March 31. Accordingly, with respect to the Company's insurance
subsidiaries, any reference to the years 1994, 1993, and 1992 corresponds to the
Company's fiscal years 1995, 1994, and 1993, respectively. There have been no
events related to such subsidiaries between January 1 and March 31 of 1995,
1994, or 1993 that would materially affect the Company's consolidated financial
position or results of operations as of and for the fiscal years ended March 31,
1995, 1994, and 1993, respectively.

RESULTS OF OPERATIONS (UNAUDITED)

NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994

The following table shows industry segment data from the Company's three
industry segments, rental operations, life insurance, and property and casualty
insurance, for the nine months ended December 31, 1995 and 1994. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC. The Company's U-Haul rental operations are
seasonal and proportionally more of the Company's revenues and net earnings from
its U-Haul rental operations are generated in the first and second quarters each
fiscal year (April through September).

RESULTS OF OPERATIONS

YEARS ENDED MARCH 31, 1995, 1994, AND 1993

The following table shows industry segment data from the Company's three
industry segments, rental operations, life insurance, and property and casualty
insurance, for the fiscal years ended March 31, 1995, 1994, and 1993. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is

9
<PAGE> 11

composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC.

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
---------- --------- ---------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1995
Revenues:
Outside................................. $1,056,874 $ 39,347 $ 144,642 $ -- $ 1,240,863
Intersegment............................ (42) 1,444 20,657 (22,059) --
---------- -------- -------- --------- ----------
Total revenues................... $1,056,832 $ 40,791 $ 165,299 $ (22,059) $ 1,240,863
========== ======== ======== ========= ==========
Operating profit.......................... $ 128,278 $ 9,824 $ 23,074 $ 42 161,218
========== ======== ======== =========
Interest expense.......................... 67,762
----------
Pretax earnings from operations........... $ 93,456
==========
Identifiable assets....................... $1,827,995 $ 479,778 $ 579,821 $ (281,605) $ 2,605,989
========== ======== ======== ========= ==========
1994
Revenues:
Outside................................. $ 965,839 $ 31,357 $ 137,659 $ -- $ 1,134,855
Intersegment............................ (357) 2,834 18,862 (21,339) --
---------- -------- -------- --------- ----------
Total revenues................... $ 965,482 $ 34,191 $ 156,521 $ (21,339) $ 1,134,855
========== ======== ======== ========= ==========
Operating profit.......................... $ 106,248 $ 9,106 $ 20,705 $ (698) 135,361
========== ======== ======== =========
Interest expense.......................... 68,859
----------
Pretax earnings from operations........... $ 66,502
==========
Identifiable assets....................... $1,593,044 $ 461,464 $ 550,795 $ (260,861) $ 2,344,442
========== ======== ======== ========= ==========
1993
Revenues:
Outside................................. $ 891,599 $ 33,619 $ 115,693 $ -- $ 1,040,911
Intersegment............................ -- 2,630 18,402 (21,032) --
---------- -------- -------- --------- ----------
Total revenues................... $ 891,599 $ 36,249 $ 134,095 $ (21,032) $ 1,040,911
========== ======== ======== ========= ==========
Operating profit.......................... $ 88,581 $ 12,325 $ 16,231 $ -- 117,137
========== ======== ======== =========
Interest expense.......................... 67,958
----------
Pretax earnings from operations........... $ 49,179
==========
Identifiable assets....................... $1,377,386 $ 472,669 $ 422,079 $ (248,111) $ 2,024,023
========== ======== ======== ========= ==========
</TABLE>

NINE MONTHS ENDED DECEMBER 31, 1995 VERSUS NINE MONTHS ENDED DECEMBER 31, 1994

U-HAUL

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $14.8 million, approximately
2.1%, to $715.5 million in the first nine months of fiscal 1996. The increase in
the first nine months of fiscal 1996 is primarily attributable to an increase in
net revenues from the rental of moving related equipment and self-storage
facilities which increased in the aggregate by $15.8 million to $721.8 million,
as compared to $706.0 million in the first nine months of fiscal 1995. Moving
related rental revenues benefited from transactional growth (volume) within the
rental fleet. Revenues from the rental of self-storage facilities were
positively impacted by additional rentable square footage. Other revenues
decreased in the aggregate by $1.0 million.

Net sales revenues were $136.7 million in the first nine months of fiscal
1996, which represents an increase of approximately 4.2% from the first nine
months of fiscal 1995 net sales of $131.1 million. Revenue growth from the sale
of moving support items (i.e. boxes, etc.), hitches, and propane resulted in a
$6.6 million increase during the nine month period, which was offset by a $1.0
million decrease in revenue from gasoline

10
<PAGE> 12

sales consistent with the Company's ongoing efforts to remove underground
storage tanks and gradually discontinue gasoline sales.

Cost of sales was $81.9 million in the first nine months of fiscal 1996,
which represents an increase of approximately 12.8% from $72.6 million for the
same period in fiscal 1995. This increase in cost of sales reflects a $5.0
million increase in material costs from the sale of moving support items,
hitches, and propane reflecting higher sales levels and a $4.4 million increase
in allowances for inventory shrinkage and other inventory adjustments.

Operating expenses increased to $541.0 million in the first nine months of
fiscal 1996 from $485.7 million in the first nine months of fiscal 1995, an
increase of approximately 11.4%. The change from the prior year primarily
reflects a $37.3 million increase in rental equipment maintenance costs which
reflects rental fleet expansion and transactional growth and an $11.6 million
increase in personnel costs due to the increase in rental, sales and repair
activity. All other operating expense categories increased in the aggregate by
$6.4 million, approximately 4.1%, to $162.2 million.

Advertising expense increased to $31.8 million in the first nine months of
fiscal 1996 from $21.7 million in the first nine months of fiscal 1995. The
increase primarily reflects a one-time expense of $8.7 million recognized during
the first quarter of fiscal 1996, due to the adoption of Statement of Position
93-7 which requires immediate recognition of advertising costs not qualifying as
direct-response.

Depreciation expense for the first nine months of fiscal 1996 was $79.0
million, as compared to $112.6 million during the same period of the prior year.
During the third quarter of fiscal 1996, based on experience the Company
increased the estimated salvage value of certain rental trucks. The effect of
the change in estimate reduced depreciation expense for the nine months ended
December 31, 1995 by $35.7 million.

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $13.8 million for the nine months ended September 30, 1995, or 71.5% of
total premiums for that period. This represents an increase of $0.6 million, or
4.5% over the same period in 1994. Reinsurance premiums are primarily from term
life insurance, matured deferred annuity contracts, and credit insurance
business. This increase in premiums is primarily attributable to the recent
(fourth quarter 1994) reinsurance agreement of credit insurance business.

Premiums from Oxford's direct lines before intercompany eliminations were
$5.5 million for the nine months ended September 30, 1995, an increase of $1.3
million from 1994. This increase in direct premium is primarily attributable to
the credit insurance business. Oxford's direct business related to group life
and disability coverage issued to employees of the Company for the nine months
ended September 30, 1995 accounted for approximately 7.5% of premiums. Other
direct lines, including the credit insurance business, accounted for
approximately 21.0% of Oxford's premiums for the nine months ended September 30,
1995.

Net investment income before intercompany eliminations was $12.1 million
and $11.1 million for the nine months September 30, 1995 and 1994, respectively.
This increase is primarily due to increasing margins on the interest sensitive
business. Gains on the disposition of fixed maturity investments were $4.4
million and $1.2 million for the nine months ended September 30, 1995 and 1994,
respectively. Oxford had $1.5 million and $1.4 million of other income for the
nine month period ended September 30, 1995 and 1994, respectively.

Benefits and expenses incurred were $27.3 million for the nine months ended
September 30, 1995, an increase of 18.2% over 1994. Comparable benefits and
expenses incurred for 1994 were $23.1 million. This increase is primarily due to
death and disability benefits incurred and an increase in the amortization of
deferred acquisition costs.

Operating profit before intercompany eliminations increased by $2.1
million, or approximately 26.3%, in 1995 to $10.1 million, primarily due to an
increase in gains on the disposition of fixed maturity investments that was
partially offset by the amortization of deferred acquisition costs.

11
<PAGE> 13

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the nine months ended September 30, 1995
were $138.7 million as compared to $141.4 million in the first nine months of
1994. The rental industry market accounts for a significant share of total
premiums, approximately 44.4% and 43.3% in the first nine months of 1995 and
1994, respectively. These writings include U-Haul customers, fleetowners and
U-Haul as well as other rental industry insureds with similar characteristics.
RWIC continues underwriting professional reinsurance via broker markets.
Premiums in this area decreased during the first nine months of 1995 to $42.7
million, or 30.8% of total gross premiums, from comparable 1994 figures of $54.1
million, or 38.3% of total premiums. This decrease can be primarily attributed
to RWIC electing not to renew several treaties because of inadequate pricing and
market conditions. Premium writings in selected general agency lines were 16.1%
of total gross written premiums in the first nine months of 1995 compared to
15.2% in the first nine months of 1994. RWIC expanded its direct business in
1995 to include multiple peril coverage for a variety of commercial properties
and businesses. These premiums accounted for 8.0% of the total gross written
premium during the first nine months of 1995.

Net earned premiums increased $0.4 million, or 0.4%, to $107.1 million for
the nine months ended September 30, 1995, compared with premiums of $106.7
million for the nine months ended September 30, 1994. The slight increase is due
to the direct business expansion discussed above.

Underwriting expenses incurred were $113.9 million for the nine months
ended September 30, 1995, a decrease of $1.2 million or 1.0% over 1994.
Comparable underwriting expenses incurred for the same period in 1994 were
$115.1 million. The decrease is due to a reduction in acquisition expenses,
which is the result of lower commission rates on start up programs. This
decrease was partially offset by an increase in administrative expenses and
taxes related to higher concentration in states with higher premium tax rates.

Net investment income was $22.1 million for the nine months ended September
30, 1995, an increase of 0.9% over 1994 net investment income of $21.9 million.
The marginal increase is the result of the shift in types of securities held in
the portfolio.

RWIC completed the first nine months ended September 30, 1995 with income
before tax expense of $16.3 million as compared to $14.8 million for the
comparable period ended September 30, 1994. This represents an increase of $1.5
million, or 10.1% over 1994. This increase is due mainly to timing differences
related to run-off and start up programs.

INTEREST EXPENSE

Interest expense increased by $1.8 million to $52.7 million for the nine
months ended December 31, 1995, as compared to $50.9 million for the nine months
ended December 31, 1994. The increase was attributable to higher average debt
levels outstanding.

CONSOLIDATED GROUP

As a result of the foregoing, pretax earnings of $92.3 million were
realized in the nine months ended December 31, 1995, as compared to $111.0
million for the same period in 1994. After providing for income taxes, net
earnings for the nine months ended December 31, 1995 were $58.2 million, as
compared to $71.4 million for the same period of the prior year.

FISCAL YEAR ENDED MARCH 31, 1995 VERSUS FISCAL YEAR ENDED MARCH 31, 1994

U-HAUL OPERATIONS

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $78.2 million, approximately
9.7%, to $887.6 million in fiscal 1995. The increase from fiscal 1994 is
primarily attributable to a $68.6 million increase in net revenues from the
rental of moving related equipment. Moving related revenues benefited from
transactional (volume) growth within the truck and trailer fleets. Revenues from
the rental of self-storage facilities increased by $9.7 million to $80.2 million

12
<PAGE> 14

in fiscal 1995, an increase of approximately 13.8%. Storage revenues continue to
be positively impacted by additional rentable square footage and higher average
rental rates. Other revenue categories decreased in the aggregate by $0.1
million, with declines in general rental item revenues and other miscellaneous
revenues, offset by increases in interest income and gains on the sale of
property, plant and equipment.

Net sales were $170.2 million in fiscal 1995 which represents an increase
of approximately 9.1% from fiscal 1994 net sales of $156.0 million. Revenue
growth from moving support sale items (i.e., boxes, etc.), hitches and propane
resulted in an $11.2 million increase, offset by a $1.9 million decrease in
revenue from gasoline sales consistent with the Company's ongoing efforts to
remove underground storage tanks and gradually discontinue gasoline sales.

Cost of sales was $93.5 million in fiscal 1995, as compared to $92.2
million in fiscal 1994. The increase in cost of sales reflects increased
material costs from the sale of moving support sale items and propane, which can
be primarily attributed to higher sales levels. The increase was offset by a
reduction in the provision for obsolete inventory between the two years due to
management's continued emphasis on disposing of such inventory, including the
complete liquidation of RV parts inventory during fiscal 1994. Improved margins
on hitch sales also offset the increased cost of sales.

Operating expenses increased to $683.7 million in fiscal 1995 from $633.6
million in fiscal 1994, an increase of approximately 7.9%. The change from the
prior year reflects a $36.9 million increase in rental equipment maintenance
costs. Efforts to minimize downtime, an increase in fleet size and higher
transaction levels are primarily responsible for the increase. Lease expense
declined by $17.9 million to $66.5 million reflecting lease terminations, lease
restructuring, and lower finance costs on new leases originated during the past
two years. All other operating expense categories increased in the aggregate by
$31.0 million, approximately 8.3%, to $402.5 million. These increases are
consistent with the growth in revenues.

Depreciation expense during fiscal 1995 was $151.4 million as compared to
$133.5 million in the prior year, reflecting the increase in fleet size and real
property acquisitions.

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $17.4 million for the year ended December 31, 1994, an increase of $1.6
million, approximately 10.1% over 1993 and accounted for 73.8% of Oxford's
premiums in 1994. These premiums are primarily from term life insurance and
matured deferred annuity contracts. Increases in premiums are primarily from the
anticipated increase in annuitizations as a result of the maturing of deferred
annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$6.2 million in 1994, an increase of $4.2 million, or 210% from the prior year.
This increase in direct premium revenues is primarily attributable to Oxford's
entrance into the credit life and credit accident and health business ($4.4
million in premium revenues). Oxford's direct business related to group life and
disability coverage issued to employees of the Company for the year ended
December 31, 1994 accounted for approximately 7.2% of premiums. Other direct
lines, including the credit business, accounted for approximately 19.0% of
Oxford's premiums in 1994.

Net investment income before intercompany eliminations was $14.1 million
and $12.6 million for the years ended December 31, 1994 and 1993, respectively.
This increase is due to increasing margins on the interest sensitive business.
Gains on the disposition of fixed maturity investments were $1.3 million and
$2.1 million for 1994 and 1993, respectively. Oxford had $1.9 million and $1.8
million of other income for 1994 and 1993, respectively.

Benefits and expenses incurred were $31.0 million for the year ended
December 31, 1994, an increase of 27.0% over 1993. Comparable benefits and
expenses incurred for 1993 were $24.4 million. This increase is primarily due to
the increase in reserves caused by the increase in annuitizations discussed
above.

Operating profit before intercompany eliminations decreased by $0.1
million, or approximately 1.0%, in 1994 to $9.7 million, primarily due to the
decrease in gains on sale of fixed maturity investments. Such decrease was
partially offset by the increasing margins on the interest sensitive business.

13
<PAGE> 15

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the year ended December 31, 1994 were
$179.2 million as compared to $175.1 million in 1993. This represents an
increase of $4.1 million, or 2.3%. As in prior years, the rental industry market
accounts for a significant share of total premiums, approximately 42.8% and
36.6% in 1994 and 1993, respectively. These writings include U-Haul customers,
fleetowners and U-Haul as well as other rental industry insureds with similar
characteristics. Growth is also occurring in selected general agency lines.
These premiums accounted for approximately 15.1% of gross written premiums for
1994, compared to 12.9% in 1993. RWIC continues underwriting professional
reinsurance via broker markets, and premiums in this area decreased in 1994 to
$58.3 million, or 32.5% of total gross premiums, from comparable 1993 figures of
$70.2 million, or 40.1% of total premiums.

Net earned premiums increased $8.0 million, or 6.38% to $133.4 million for
the year ended December 31, 1994, compared with premiums of $125.4 million for
the year ended December 31, 1993. The premium increase was primarily due to
planned increased writings in the rental industry and general agency lines.

Underwriting expenses incurred were $142.1 million for the twelve months
ended December 31, 1994, an increase of $5.6 million, or 4.1% over 1993.
Comparable underwriting expenses incurred for 1993 were $136.5 million. The
increase in underwriting expenses is due to the larger premium volume being
written in 1994, which increased acquisition costs and commensurate reserves.
The ratio of underwriting expenses to net earned premiums decreased from 1.09 in
1993 to 1.07 in 1994. This improvement is primarily attributable to improved
loss experience combined with continued market rate strength which affects the
Company's assumed reinsurance area.

Net investment income was $29.0 million for the year ended December 31,
1994, an increase of 5.8% over 1993 net investment income of $27.4 million. The
increase is due to an increased asset base generated from larger premium volume.

RWIC completed 1994 with income before taxes before intercompany
eliminations of $23.2 million as compared to $19.9 million for the comparable
period ended December 1993. This represents an increase of $3.3 million or 16.6%
over 1993. Improved underwriting results in the Company's assumed reinsurance
area was offset by declines in its workers' compensation and rental industry
liability lines.

INTEREST EXPENSE

Interest expense decreased by $1.0 million to $67.8 million in fiscal 1995,
as compared to $68.8 million in fiscal 1994. While average debt levels
outstanding increased, the decrease in interest expense reflects a reduction in
the average cost of funds.

RESULTS OF OPERATIONS -- CONSOLIDATED GROUP

As a result of the foregoing, pre-tax earnings of $93.5 million were
realized in fiscal 1995 as compared to $66.5 million in fiscal 1994. After
providing for income taxes, net earnings for fiscal 1995 were $60.0 million as
compared to $40.2 million for the same period of the prior year. The
consolidated results for the prior year reflect a cumulative effect adjustment
resulting from the adoption of Statement of Accounting Standards No. 106
"Employers' Accounting for Postretirement Benefits Other Than Pensions" and
extraordinary costs associated with early extinguishment of debt.

FISCAL YEAR ENDED MARCH 31, 1994 VERSUS FISCAL YEAR ENDED MARCH 31, 1993

U-HAUL OPERATIONS

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $63.3 million, approximately
8.5%, to $809.4 million in fiscal 1994. The increase from fiscal 1993 is
primarily attributable to a $52.2 million increase in net revenues from the
rental of moving related equipment, which benefited from transactional (volume)
growth reflecting higher utilization and rental fleet expansion. Revenues from
the rental of self-storage facilities increased by $6.6 million to $70.5 million
in

14
<PAGE> 16

fiscal 1994, an increase of approximately 10.3%. Storage revenues were
positively impacted by additional rentable square footage, higher average
occupancy levels, and higher average rental rates. All other revenue categories
increased in the aggregate by $8.7 million during fiscal 1994 which primarily
reflects increases in gains on note sales of approximately $5.0 million and
interest income.

Net sales revenues were $156.0 million in fiscal 1994, which represented an
increase of approximately 7.2% from fiscal 1993 net sales of $145.5 million.
Revenue from the sale of hitches, moving support items (i.e., boxes, etc.), and
propane increased $10.7 million during fiscal 1994.

Cost of sales was $92.2 million in fiscal 1994, which represented a
decrease of approximately 1.0% from fiscal 1993. The reduction in fiscal 1994
reflects a combination of the absence of recreational vehicle sales, reduced
levels of outside repairs and a reduction in inventory adjustments which fully
offset increased material costs corresponding to the increase in hitch, moving
support and propane sales.

Operating expenses increased to $633.6 million in fiscal 1994 from $599.8
million in fiscal 1993, an increase of approximately 5.6%. The change from the
prior year reflects increases in almost all major expense categories with the
exception of lease expense for equipment. Rental equipment maintenance costs
increased by $27.4 million reflecting fleet expansion, higher utilization, a
marginal increase in the age of the fleet and increased emphasis on maximizing
rental equipment available to rent by reducing downtime. Lease expense for
equipment declined from $117.6 million in fiscal 1993 to $82.9 million in fiscal
1994, a decrease of approximately 29.5%, reflecting lease terminations, lease
restructuring and lower finance costs on new leases originated during fiscal
1994. All other operating expense categories increased in the aggregate by $41.1
million, approximately 12.4%, to $373.0 million which is primarily attributable
to higher levels of rental and sales activity.

Depreciation expense during fiscal 1994 was $133.5 million as compared to
$110.1 million in the prior year, reflecting the addition of new trucks and
trailers and the acquisition of trucks that were previously leased.

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $15.8 million for the year ended December 31, 1993, an increase of $0.9
million, approximately 6.0%, over 1992 and accounted for 88.7% of Oxford's
premiums in 1993. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$2.0 million in 1993, a decrease of $1.0 million (33%) from the prior year. The
decrease is primarily attributable to an experience refund incurred on the
Company's group life insurance business. Oxford's direct lines are principally
related to the underwriting of group life and disability income. Insurance on
the lives of the employees of AMERCO and its subsidiary companies accounted for
approximately 6.3% of Oxford's premiums in 1993. Other direct lines accounted
for approximately 5.0% of Oxford's premiums in 1993.

Net investment income before intercompany eliminations was $12.6 million
and $11.5 million for the years ended December 31, 1993 and 1992, respectively.
The increase was primarily due to a decrease in interest credited to
policyholders because of the increase in annuitizations. Gains on the
disposition of fixed maturity investments were $2.1 million and $4.7 million for
the years ended December 31, 1993 and 1992, respectively. Oxford had $1.8
million and $2.2 million of other income for 1993 and 1992, respectively.

Benefits and expenses incurred were $24.4 million for the year ended
December 31, 1993, an increase of 5.2% over 1992. Comparable benefits and
expenses incurred for 1992 were $23.2 million. This increase is primarily due to
the increase in annuitizations discussed above.

Operating profit before intercompany eliminations decreased by $3.4
million, approximately 25.8%, in 1993 to $9.8 million, primarily due to the
decrease in gains on fixed maturity investments.

15
<PAGE> 17

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the year ended December 31, 1993 were
$175.1 million, compared to $155.2 million in 1992, an increase of approximately
12.8%. The rental industry market accounted for a significant share of these
premiums, approximately 37% and 40% in 1993 and 1992, respectively. These
writings include U-Haul customers, fleetowners and U-Haul as well as other
rental industry insureds with similar characteristics. Selected general agency
lines, principally commercial multiple peril, surety and excess workers'
compensation and casualty accounted for 8.1%, 3.2% and 5.4%, respectively, of
gross premium writings in 1993, compared to approximately 15.4%, 2.8% and 11.9%,
respectively, in 1992. RWIC also underwrites reinsurance via broker markets, and
gross premiums in this area increased from $51.5 million in 1992 to $70.2
million in 1993 due to favorable market conditions.

Net earned premiums increased $24.3 million, approximately 24%, to $125.4
million for the year ended December 31, 1993. This compares with net earned
premiums of $101.1 million for the year ended December 31, 1992. The premium
increase was primarily due to increased writings in the reinsurance area, along
with growth in the excess workers' compensation line of RWIC's general agency
business. These planned increases are due to strong rates and reduced capacity
in the reinsurance market and increased marketing emphasis on the long standing
presence in the excess workers' compensation market.

Underwriting expenses incurred were $135.6 million for the year ended
December 31, 1993, an increase of $17.8 million, approximately 15.1%, over 1992.
Comparable underwriting expenses incurred for 1992 were $117.8 million. Higher
underwriting expenses are due to larger premium volumes being written in 1993
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net premiums earned improved from 1.17 in 1992 to 1.08
in 1993. This improvement was primarily attributable to improved loss experience
in the Company's assumed reinsurance area, including the lack of catastrophic
losses such as those related to Hurricane Andrew in 1992, as well as the
previously mentioned strength in rates.

Net investment income was $27.4 million in 1993, a decrease of
approximately 6.5%, as compared to 1992 net investment income of $29.3 million.
This decrease is due primarily to lower rates available in the high quality
fixed income market. RWIC's net realized gain on the sale of investments was
$2.1 million and $0.7 million in 1993 and 1992, respectively, while other income
totaled $1.4 million and $2.9 million, respectively.

RWIC completed 1993 with income before tax expense before intercompany
eliminations of $19.9 million as compared to $15.5 million for the comparable
period ended December 1992. This represents an increase of $4.4 million, or
28.4% over 1992. The increase is due to a combination of better underwriting
results and unplanned gains on bond calls.

INTEREST EXPENSE

Interest expense was $68.8 million in fiscal 1994, as compared to $68.0
million in fiscal 1993. The increase reflects higher average levels of debt
outstanding, a higher proportion of fixed rate debt, and a lengthening of
maturities offset by lower cost of funds.

EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT

During the first and third quarters of fiscal 1994, the Company
extinguished $25.2 million of its medium-term notes originally due in fiscal
1995 through 2000. The weighted average rate of the notes purchased was 9.34%.
The purchase resulted in an extraordinary charge of $1.9 million, net of $1.0
million of tax benefit.

During the fourth quarter of fiscal 1994, the Company terminated swaps with
a notional value of $77.0 million originally due in fiscal 1995. The
terminations resulted in an extraordinary charge of $1.5 million, net of $0.8
million of tax benefit.

RESULTS OF OPERATIONS -- CONSOLIDATED GROUP

As a result of the foregoing, pre-tax earnings of $66.5 million were
realized in fiscal 1994 as compared to $49.2 million in fiscal 1993. After
providing for income taxes, extraordinary costs associated with the early

16
<PAGE> 18
extinguishment of debt and the cumulative effect of a change in accounting
principle, net earnings for fiscal 1994 were $40.2 million as compared to $31.9
million in fiscal 1993.

QUARTERLY RESULTS

The following table presents unaudited quarterly results for the eleven
quarters in the period beginning April 1, 1993 and ending December 31, 1995. The
Company believes that all necessary adjustments have been included in the
amounts stated below to present fairly, and in accordance with generally
accepted accounting principles, the selected quarterly information when read in
conjunction with the consolidated financial statements included herein. The
Company's U-Haul rental operations are seasonal and proportionally more of the
Company's revenues and net earnings from its U-Haul rental operations are
generated in the first and second quarters of each fiscal year (April through
September). The operating results for the periods presented are not necessarily
indicative of results for any future period.

<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------
SEPT.
JUNE 30, 30, DEC. 31,
1995(3) 1995(3) 1995(3)
-------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Total revenues..................................... $330,509 $371,267 $307,452
Net earnings (loss)................................ 15,177 35,332 7,701
Net earnings (loss) per common share(1)(2)......... .31 .85 .13
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------
SEPT. MARCH
JUNE 30, 30, DEC. 31, 31,
1994 1994 1994 1995
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Total revenues..................................... $322,333 $359,520 $294,858 $260,282
Net earnings (loss)................................ 29,413 40,071 1,907 (11,359)
Net earnings (loss) per common share(1)(2)......... .71 1.00 (.04) (.44)

QUARTER ENDED
--------------------------------------------
SEPT. MARCH
JUNE 30, 30, DEC. 31, 31,
1993 1993 1993 1994
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Total revenues..................................... $291,348 $324,968 $267,448 $251,091
Net earnings (loss)................................ 17,359 30,601 1,799 (9,575)
Net earnings (loss) per common share(1)............ .45 .79 (.02) (.33)
</TABLE>
- ---------------
(1) For the quarters ended December 31, 1993, March 31, June 30, September 30,
December 31, 1994, March 31, June 30, September 30, and December 31, 1995,
net earnings (loss) per common share amounts were computed after giving
effect to the dividend on the Company's Series A 8 1/2% Preferred Stock.
(2) Reflects the adoption of Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plan."
(3) Reflects the adoption of Statement of Position 93-7 "Reporting on
Advertising Costs."

LIQUIDITY AND CAPITAL RESOURCES

U-HAUL OPERATIONS

To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At December 31, 1995, net property, plant and
equipment represented approximately 67.5% of total U-Haul assets and
approximately 45.9% of consolidated assets. In the first nine months of fiscal
1996, capital expenditures were $207.5 million, as compared to $322.1 million in
the first nine months of fiscal 1995. The decrease in capital expenditures from
the prior year is due to a decrease in new rental truck acquisitions. These
acquisitions were funded with internally generated funds from operations and
debt financing.

17
<PAGE> 19

Cash flows from operations were $135.6 million in the first nine months of
fiscal 1996, as compared to $170.7 million in the first nine months of fiscal
1995. The decrease of $35.1 million is primarily due to a reduction in operating
margin as discussed in the Results of Operations for the nine months ended
December 31, 1995.

OXFORD -- LIFE INSURANCE

Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.

Cash provided (used) by operating activities was ($2.6) million and $14.4
million for the nine months ended September 30, 1995 and 1994, respectively.
Cash flows from financing activities of new annuity reinsurance agreements were
approximately $116.0 million for the nine months ended September 30, 1995. Cash
flows from new annuity reinsurance agreements increase investment contract
deposits as well as the purchase of fixed maturities. In addition to cash flow
from operating and financing activities, a substantial amount of liquid funds is
available through Oxford's short-term portfolio. At September 30, 1995 and 1994,
short-term investments amounted to $12.3 million and $9.5 million, respectively.
Management believes that the overall sources of liquidity will continue to meet
foreseeable cash needs.

Stockholder's equity of Oxford, increased to $101.1 million in 1995 from
$87.9 million in 1994. Ponderosa holds all of the common stock of RWIC.

Applicable laws and regulations of the State of Arizona require the
Company's insurance subsidiaries to maintain minimum capital determined in
accordance with statutory accounting practices in the amount of $400,000. In
addition, the amount of dividends that can be paid to stockholders by insurance
companies domiciled in the State of Arizona is limited. Any dividend in excess
of the limit requires prior regulatory approval. Statutory surplus that can be
distributed as dividends without prior regulatory approval is $6,825,701. These
restrictions are not expected to have a material adverse effect on the ability
of the Company to meet its cash obligations.

RWIC -- PROPERTY AND CASUALTY

Cash flows from operating activities were $16.9 million and $14.2 million
for the nine months ended September 30, 1995 and September 30, 1994,
respectively. The change is due to increased unearned premium reserves, funds
withheld and net income, offset by a decrease in other receivables and a smaller
increase in loss reserves than that of the comparable period in 1994.

RWIC's short-term investment portfolio was $7.4 million at September 30,
1995. This level of liquid assets, combined with budgeted cash flow, is adequate
to meet periodic needs. This balance also reflects funds in transition from
maturity proceeds to long-term investments. The structure of the long-term
portfolio is designed to match future cash needs. Capital and operating budgets
allow RWIC to accurately schedule cash needs.

RWIC maintains a diversified investment portfolio, primarily in bonds at
varying maturity levels. Approximately 95.9% of the portfolio consists of
investment grade securities. The maturity distribution is designed to provide
sufficient liquidity to meet future cash needs. Current liquidity is adequate,
with current invested assets equal to 97.0% of total liabilities.

Stockholder's equity increased 8.5% from $168.1 million at December 31,
1994 to $182.4 million at September 30, 1995. RWIC considers current
stockholder's equity to be adequate to support future growth and absorb
unforeseen risk events. RWIC does not use debt or equity issues to increase
capital and therefore has no exposure to capital market conditions. RWIC paid no
dividends during the nine months ended September 30, 1995.

18
<PAGE> 20

CONSOLIDATED GROUP

At December 31, 1995, total notes and loans payable outstanding was $890.6
million as compared to $881.2 million at March 31, 1995, and $827.6 million at
December 31, 1994.

During each of the fiscal years ending March 31, 1996, 1997, and 1998,
U-Haul estimates gross capital expenditures will average approximately $350
million as a result of the expansion of the rental fleet and self-storage
operation. This level of capital expenditures, combined with an average of
approximately $100 million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of approximately
$450 million. Management estimates that U-Haul will fund approximately 60% of
these requirements with internally generated funds, including proceeds from the
disposition of older trucks and other asset sales. The remainder of the
anticipated capital expenditures are expected to be financed through existing
credit facilities, new debt placements and equity offerings.

CREDIT AGREEMENTS

The Company's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, and revolving lines of credit with domestic and foreign banks.
Principally to finance its fleet of trucks and trailers, the Company routinely
enters into sale and leaseback transactions. As of December 31, 1995, the
Company had $890.6 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $292.0 million.

Certain of the Company's credit agreements contain restrictive financial
and other covenants, including, among others, covenants with respect to
incurring additional indebtedness, maintaining certain financial ratios, and
placing certain additional liens on its properties and assets. In addition,
these credit agreements contain provisions that could result in a required
prepayment upon a "change in control" of the Company. At December 31, 1995 the
Company was in compliance with these covenants.

The Company is further restricted in the amount of dividends and
distributions that it may issue or pay, and in the issuance of certain types of
preferred stock. The Company is prohibited from issuing shares of preferred
stock that provide for any mandatory redemption, sinking fund payment, or
mandatory prepayment, or that allow the holders thereof to require the Company
or a subsidiary of the Company to repurchase such preferred stock at the option
of such holders or upon the occurrence of any event or events without the
consent of its lenders.

SHOEN LITIGATION

A judgment has been entered in the Shoen Litigation against five of the
Company's current directors and one former director in the amount of
approximately $461.8 million plus statutory post-judgment interest. Pursuant to
separate indemnification agreements, the Company has agreed to indemnify the
defendants to the fullest extent permitted by law or the Company's Articles of
Incorporation or By-Laws, for all expenses and damages incurred by the
defendants in this proceeding, subject to certain exceptions. The five current
directors (the "Director-Defendants") filed for protection under Chapter 11 of
the federal bankruptcy laws, resulting in the issuance of an order automatically
staying the execution of the judgment against those defendants. Those
defendants, in cooperation with the Company, filed plans of reorganization in
the United States Bankruptcy Court for the District of Arizona all of which
propose the same funding and treatment of the plaintiffs' claims resulting from
the judgment in the Shoen Litigation. The plans of reorganization, as amended
and restated on February 29, 1996 were confirmed by the bankruptcy court on
March 15, 1996. The plans, as confirmed, shall collectively be referred to as
the "Plan".

On October 18, 1995, the Company repurchased 3,343,076 shares of Common
Stock held by Maran, Inc., a Nevada corporation ("Maran"), in exchange for
approximately $22.7 million and entered into a Settlement Agreement with Mary
Anna Shoen Eaton ("Shoen Eaton") whereby in exchange for approximately $41.4
million, Shoen Eaton released the Director-Defendants and the Company from any
liability relating to Shoen Litigation. As a result of the foregoing, and after
giving effect to the discount achieved through settlement, approximately $84.6
million of the judgment in the Shoen Litigation was satisfied.

19
<PAGE> 21

Pursuant to the judgment in the Shoen Litigation, on January 30, 1996, the
Company acquired 833,420 shares of Common Stock held by L.S.S., Inc. ("L.S.S.")
in exchange for approximately $5.7 million and funded damages to L.S. Shoen of
approximately $15.4 million. The Company also funded a total of approximately
$2.1 million of statutory post-judgment interest on the above amounts. In
addition, on February 7, 1996, the Company acquired 1,651,644 shares of Common
Stock held by Thermar, Inc. ("Thermar") by tendering approximately $41.8
million. The Company also tendered to Thermar approximately $4.1 million of
statutory post-judgment interest on such amount. As a result of the foregoing
transactions, the balance of the judgment has been reduced to approximately
$315.2 million, plus interest claimed by the plaintiff.

With respect to the remaining plaintiffs in the Shoen Litigation, the Plan
provides for the payment by the Company of approximately $84.5 million in
exchange for 12,426,836 shares of Common Stock held by four of the plaintiffs
and for the payment by the Company of approximately $230.7 million to certain of
the plaintiffs as damages.

On January 26, 1996, the bankruptcy court issued, and on March 4, 1996
amended, an interlocutory Memorandum Decision Re: Plan Confirmation which
provided, among other things, that the plaintiffs are entitled to statutory
post-judgment interest at the rate of 10% per year. As of the date hereof, total
accrued interest on the outstanding balance of the judgment is approximately
$36.2 million and is accruing at the rate of approximately $86,000 per day.
Notwithstanding this interlocutory ruling, the Company and the Director-
Defendants believe that the payment of post-petition interest remains an
unresolved dispute at the bankruptcy court level. If the dispute regarding
post-petition date interest is decided adversely to the Director-Defendants and
the Company, they intend to appeal any such decision. Pending the final
resolution of the post-petition date interest dispute, the Company intends to
deposit either cash, or in appropriate circumstances, an irrevocable letter of
credit into an escrow account to secure payment of the post-petition date
interest if the dispute is ultimately decided adversely to the
Director-Defendants and the Company. The amount of the escrow deposit would be
in such case equal to the accrued interest to the date funds are deposited into
escrow.

On March 15, 1996, the bankruptcy court issued a Confirmation Order in each
Director-Defendant's Chapter 11 case. This order provided that the effective
date for the Plan (i.e. the date on which the Company will pay the plaintiffs an
aggregate of approximately $315.2 million and the plaintiffs will surrender the
Common Stock) will be no later than October 1, 1996 (absent compelling
circumstances justifying an extension of that date).

As of the date hereof, the Company has not determined which sources of cash
will be used to fund the Plan. However, in order to comply with the Company's
credit agreements, approximately $200 million of the amounts to be paid to the
plaintiffs will have to be raised by the sale of the Company's capital stock.
Such capital stock may consist of dividend paying preferred stock, Series B
Common Stock, Common Stock, or a combination of the foregoing. In addition, the
Company has identified approximately $150 million of surplus or non-essential
assets, including, but not limited to, surplus real estate and mortgage notes,
which may be sold to raise the cash needed to fund the Plan.

Because the Company has not yet determined the sources of cash to fund the
Plan, the Company is unable to determine with certainty the impact the Plan will
have on the Company's prospective financial condition, results of operations,
cash flows, or capital expenditure plans. However, as a result of funding the
Plan, the Company may incur additional costs in the future in the form of
dividends on any dividend paying stock issued to fund the Plan and/or interest
on borrowed funds. Furthermore, following consummation of the Plan, and without
giving effect to any capital stock which may be issued to fund the Plan, the
Company's outstanding Common Stock will be reduced by 12,426,836 shares, in
addition to the 3,343,076 shares repurchased from Maran on October 18, 1995, the
833,420 shares repurchased from L.S.S. on January 30, 1996, and the 1,651,644
shares repurchased from Thermar on February 7, 1996.

20
<PAGE> 22

deductions are appropriate, there can be no assurance that any such deductions
ultimately will be allowed in full. Accordingly, for tax and other reasons, the
Plan could result in material changes in the Company's financial condition,
results of operations, and earnings per common share.

Furthermore, in the event the fair value of the consideration paid by the
Company to the plaintiffs is in excess of the fair value of the stock
repurchased by the Company, the Company will be required to record an expense
equal to that difference. Based upon the uncertainties surrounding the funding
of the Plan, the amount of such expense, if any, is not estimable as of the date
of this Prospectus. No such expense was recorded for the Maran transaction, as
the fair value of the consideration paid by the Company was less than the fair
value of the stock repurchased by the Company. The Company has not yet
determined the accounting treatment for any transaction other than the
Maran/Shoen Eaton transaction. Furthermore, no provision has been made in the
Company's financial statements for any payments to be made to the plaintiffs,
other than the payments discussed above made to Maran and Shoen Eaton. For the
reasons set forth above, the Plan could have the effect of reducing the
Company's net income. See "Shoen Litigation."

OTHER

Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for years beginning
after December 15, 1994. The standard requires that an impaired loan's fair
value be measured and compared to the recorded investment in the loan. If the
fair value of the loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company adopted this statement during
the first quarter of fiscal 1996 with no material impact on its financial
condition or result of operations.

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
was issued by the Financial Accounting Standards Board in March 1995. This
standard is effective for fiscal years beginning after December 15, 1995, and
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and for long-lived assets and certain identifiable intangibles to
be disposed of. This Statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability, the entity should estimate the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is recognized.
Otherwise, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset. The Company has
not completed an evaluation of the effect of this standard.

Statement of Position 93-7, "Reporting on Advertising Costs" ("SOP 93-7"),
was issued by the Accounting Standards Executive Committee in December 1993.
This statement of position provides guidance on financial reporting on
advertising costs in annual financial statements. The statement of position
requires reporting advertising costs as expenses when incurred or when the
advertising first takes place, reporting the costs of direct-response
advertising, and amortizing the amount of direct-response advertising reported
as assets. The Company had been recording deferred yellow page directory costs
and amortizing the costs over the duration of each listing. The majority of
listings last one year. The Company adopted this statement effective April 1,
1995 recognizing additional advertising expense of $8,647,000 upon
implementation. This adoption had the effect of reducing net income by
$5,474,000 million ($0.14 per share).

Other pronouncements issued by the Financial Accounting Standards Board
with future effective dates are either not applicable or not material to the
consolidated financial statements of the Company.

IMPACT OF INFLATION

Inflation has had no material financial effect on the Company's results of
operations in the years discussed.

21
<PAGE> 23

BUSINESS

HISTORY

The Company was founded in 1945 under the name "U-Haul Trailer Rental
Company". From 1945 to 1975, the Company rented trailers and trucks on a one-way
and in-town(R) (round-trip) basis through independent dealers (at that time
principally independent gasoline service stations). Since 1974, the Company has
developed a network of Company-owned rental centers (U-Haul Centers) (through
which U-Haul rents its trucks and trailers and provides a number of other
related products and services) and has expanded the number and geographic
diversity of its independent dealers. At December 31, 1995, the Company's
distribution network included approximately 1,100 U-Haul Centers and
approximately 13,000 independent dealers.

In March 1974, in conjunction with the acquisition and construction of
U-Haul Centers, the Company entered the self-storage business. As of December
31, 1995, such self-storage facilities were located at or near approximately 75%
of the Company's U-Haul Centers. Beginning in 1974, the Company introduced the
sale and installation of hitches and towing systems, as well as the sale of
support items such as packing and moving aids. During 1983, the Company expanded
its range of do-it-yourself rental products to include tools and equipment for
the homeowner and small contractor and other general rental items.

In 1969, the Company acquired Oxford to provide employee health and life
insurance for the Company in a cost-effective manner. In 1973, the Company
formed RWIC to provide automobile liability insurance for the U-Haul truck and
trailer rental customers.

Commencing in 1987, the Company began the implementation of a strategic
plan designed to emphasize reinvestment in its core do-it-yourself rental,
moving, and storage business. The plan included a fleet renewal program (see
"Business -- U-Haul Operations -- Rental Equipment Fleet"), and provided for the
discontinuation of certain unprofitable and unrelated operations. As part of its
plan, the Company discontinued the operation of its full-service moving van
lines, initiated the phase out of its recreational vehicle rental operations,
and began the disposition of its recreational vehicle rental fleet. The
disposition of the moving van lines' assets and the recreational vehicle rental
fleet were completed in 1988 and 1992, respectively. The Company also eliminated
various types of rental equipment and closed certain warehouses and repair
facilities. The Company believes that its refocused business strategy enabled
U-Haul to generate higher revenues and to achieve significant cost savings.

Since 1987, the Company has sold surplus real estate assets with a book
value of approximately $41.1 million for total proceeds of approximately $81.8
million.

In 1990, the Company reorganized its operations into separate legal
entities, each with its own operating, financial, and investment strategies. The
reorganization separated the Company into three parts: U-Haul rental operations,
insurance, and real estate. The purpose of the reorganization was to increase
management accountability and to allow the allocation of capital based on
defined performance measurements.

BUSINESS STRATEGY

U-HAUL OPERATIONS

The Company's present business strategy remains focused on the
do-it-yourself moving customer. The objective of this strategy is to offer, in
an integrated manner over a diverse geographical area, a wide range of products
and services to the do-it-yourself moving customer.

Integrated Approach to Moving. Through its "Moving Made Easier(R)"
program, the Company strives to offer its customers a high quality, reliable,
and convenient fleet of trucks and trailers at reasonable prices while
simultaneously offering other related products and services, including moving
accessories, self-storage facilities, and other items often desired by the
do-it-yourself mover. The rental trucks purchased in the fleet renewal program
have been designed with the do-it-yourself customer in mind to include features
such as low decks, air conditioning, power steering, automatic transmissions,
soft suspensions, AM/FM cassette stereo

22
<PAGE> 24

systems, and over-the-cab storage. The Company has introduced certain insurance
products, including "Safemove(R)" and "Safestor(R)", to provide the
do-it-yourself mover with certain moving-related insurance coverage. In
addition, the Company provides rental customers the option of storing their
possessions at either their points of departure or destination.

Wide Geographic Distribution. The Company believes that customer access,
in terms of truck or trailer availability and proximity of rental locations, is
critical to its success. Since 1987, the Company has more than doubled the
number of U-Haul rental locations, with a net addition of over 7,500 independent
dealers.

High Quality Fleet. To effectively service the U-Haul customer at these
additional rental locations with equipment commensurate with the Company's
commitment to product excellence, the Company, as part of the fleet renewal
program, purchased approximately 78,000 new trucks between March 1987 and
December 1995 and reduced the overall average age of its truck fleet from
approximately 11 years at March 1987 to approximately five years at December
1995. During this period, approximately 63,000 trucks were retired or sold.

Since 1990, U-Haul has replaced approximately 59% of its trailer fleet with
new, more aerodynamically designed trailers better suited to the low height
profile of many newly manufactured automobiles. Given the mechanical simplicity
of a trailer relative to a truck and a trailer's longer useful life, the Company
expects to replace trailers only as necessary.

Network Management System. Beginning in 1983, the Company implemented a
point-of-sale computer system for all of its Company-owned locations. The system
was designed primarily to handle the Company's reservations, traffic, and
reporting of rental transactions. The Company believes that the implementation
of the system has been a significant factor in allowing the Company to increase
its fleet utilization. Since the initial implementation, the Company has added
several additional enhancements to the system, including full budgeting and
financial reporting systems.

INSURANCE OPERATIONS

Oxford's business strategy emphasizes long-term capital growth funded
through earnings from reinsurance and investment activities. In the past, Oxford
has selectively reinsured life, health, and annuity-type insurance products.
Oxford anticipates pursuing its growth strategy by providing reinsurance
facilities to well-managed insurance or reinsurance companies offering similar
type products who are desirous of additional capital either as a result of rapid
growth or regulatory demands or who are divesting non-core business lines.

RWIC's principal business strategy is to capitalize on its knowledge of
insurance products aimed at the moving and rental markets. RWIC believes that
providing U-Haul and U-Haul customers with property and casualty insurance
coverage has enabled it to develop expertise in the areas of rental vehicle
lessee insurance coverage, self-storage property coverage, motor home insurance
coverage, and general rental equipment coverage. RWIC has used and plans to
continue to use this knowledge to expand its customer base by offering similar
products to customers other than U-Haul. In addition, RWIC plans to expand its
involvement in specialized areas by offering commercial multi-peril and excess
workers' compensation and by assuming reinsurance business.

U-HAUL OPERATIONS

GENERAL

The Company's do-it-yourself moving business operates under the U-Haul name
through an extensive and geographically diverse distribution network of
Company-owned U-Haul Centers and independent dealers throughout the United
States and Canada.

Substantially all of the Company's rental revenue is derived from
do-it-yourself moving customers. The remaining business comes from
commercial/industrial customers. Moving rentals include: (i) in-town(R)
(round-trip) rentals, where the equipment is returned to the originating U-Haul
Center or independent dealer and (ii) one-way rentals, where the equipment is
returned to a U-Haul Center or independent dealer in

23
<PAGE> 25

another city. Typically, the number of in-town(R) rental transactions in any
given year is substantially greater than the number of one-way rental
transactions. However, total revenues generated by one-way transactions in any
given year typically exceed total revenues from in-town(R) rental transactions.

As part of the Company's integrated approach to the do-it-yourself moving
market, U-Haul has a variety of product offerings. U-Haul's "Moving Made
Easier(R)" program is designed to offer clean, well-maintained rental trucks and
trailers at a price the customer can afford and to provide support items such as
furniture pads, hand trucks, appliance and utility dollies, mirrors, tow bars,
tow dollies, and bumper hitches. The Company also sells boxes, tape, and
packaging materials and rents additional items such as floor polishers and
carpet cleaning equipment at its U-Haul Center locations. U-Haul Centers also
install hitches and sell propane, and some of them sell gasoline. U-Haul sells
insurance packages such as (i) "Safemove(R)", which provides moving customers
with a damage waiver, cargo protection, and medical and life coverage, and (ii)
"Safestor(R)", which provides self-storage rental customers with various
insurance coverages.

The U-Haul truck and trailer rental business tends to be seasonal with more
transactions and revenues generated in the spring and summer months than during
the balance of the year. The Company attributes this seasonality to the
preference of do-it-yourself movers to move during this time. Also, consistent
with do-it-yourself mover preferences, the number of rental transactions tends
to be higher on weekends than on weekdays.

RENTAL EQUIPMENT FLEET

As of December 31, 1995, U-Haul's rental equipment fleet consisted of
approximately 84,000 trucks and approximately 102,000 trailers. Rental trucks
are offered in five sizes and range in size from the ten-foot "Mini-Mover(R)" to
the twenty-six-foot "Super-Mover(R)". In addition, U-Haul offers pick-up trucks
and cargo vans at many of its locations. Trailers range between six feet and
twelve feet in length and are offered in both open and closed box
configurations.

DISTRIBUTION NETWORK

The Company's U-Haul products and services are marketed across the United
States and Canada through, as of December 31, 1995, approximately 1,100
Company-operated U-Haul Centers and approximately 13,000 independent dealers.
The independent dealers, which include gasoline station operators, general
equipment rental operators, and others, rent U-Haul trucks and trailers in
addition to carrying on their principal lines of business. U-Haul Centers,
however, are dedicated to the U-Haul line of products and services and offer
those and related products and services. Independent dealers are commonly
located in suburban and rural markets, while U-Haul Centers are concentrated in
urban and suburban markets.

Independent dealers receive U-Haul equipment on a consignment basis and are
paid a commission on gross revenues generated from their rentals. Independent
dealers also may earn referral commissions on U-Haul products and services
provided at other U-Haul locations. The Company maintains contracts with its
independent dealers that can be cancelled upon thirty days' written notice by
either party.

In addition, the Company has sought to improve the productivity of its
rental locations by installing computerized reservations and network management
systems in each U-Haul Center and a limited number of independent dealers. The
Company believes that these systems have been a major factor in enabling the
Company to deploy equipment more effectively throughout its network of locations
and anticipates expanding these systems to cover additional independent dealers.

The Company's U-Haul Center and independent dealer network in the United
States and Canada is divided into 11 districts, each supervised by an area
district vice president. Within the districts, the Company has established local
marketing companies, each of which, guided by a marketing company president, is
responsible for retail marketing at all U-Haul Centers and independent dealers
within its respective geographic area.

Although rental dealers are independent, U-Haul area field managers work
with the dealer network by reviewing each independent dealer's facilities,
auditing their activities, and providing training on securing more

24
<PAGE> 26

customers on a regular basis. In addition, the area field managers recruit new
independent dealers for expansion or replacement purposes. U-Haul has instituted
performance compensation programs that focus on accomplishment and reward strong
performers.

SELF-STORAGE BUSINESS

U-Haul entered the self-storage business in 1974 and since that time has
increased the rentable square footage of its storage locations through the
acquisition of existing facilities and new construction. In addition, the
Company has entered into management agreements to manage self-storage properties
owned by other companies and is expanding its ownership of self-storage
facilities. The Company also provides financing and management services for
independent self-storage businesses.

Through approximately 800 Company-owned or managed storage locations in the
United States and Canada, the Company offers for rent more than 17.9 million
square feet of self-storage space. The Company's self-storage facility locations
range in size from 1,000 to 147,000 square feet of storage space, with
individual storage spaces ranging in size from 16 square feet to 200 square
feet.

The primary market for storage rooms is customers storing household goods.
The majority of customers renting storage rooms are in the process of a move.
Even with an increase of over 31,000 new and acquired storage rooms during
fiscal 1995, average occupancy remained high, ranging from mid-80% to low-90%
with very little seasonal variations. During fiscal 1995 and fiscal 1994,
delinquent rentals as a percentage of total storage rentals were approximately
6% in each year, which rate the Company considers to be satisfactory.

EQUIPMENT DESIGN, MANUFACTURE AND MAINTENANCE

The Company designs and manufactures its truck van boxes, trailers, and
various other support rental equipment items. With the needs of the
do-it-yourself moving customer in mind, the Company's equipment is designed to
achieve high safety standards, simplicity of operation, reliability,
convenience, durability, and fuel economy. Truck chassis are manufactured to
Company specifications by both foreign and domestic truck manufacturers. These
chassis receive certain post-delivery modifications and are joined with van
boxes at eight Company-owned manufacturing and assembly facilities in the United
States.

The Company services and maintains its trucks and trailers through an
extensive preventive maintenance program. Regular vehicle maintenance is
generally performed at Company-owned facilities located throughout the United
States and Canada. Major repairs are performed either by the chassis
manufacturers' dealers or by Company-owned repair shops. To the extent
available, the Company takes advantage of manufacturers' warranties.

COMPETITION

The do-it-yourself moving truck and trailer rental market is highly
competitive and dominated by national operators in both the in-town(R) and
one-way markets. These competitors include the truck rental divisions of Ryder
System, Penske Truck Leasing, and Budget Rent-A-Car. Management believes that
there are two distinct users of rental trucks: commercial users and
do-it-yourself users. As noted above, the Company focuses on the do-it-yourself
mover. The Company believes that the principal competitive factors are price,
convenience of rental locations, and availability of quality rental equipment.

The self-storage industry is also highly competitive. The top three
national firms, including the Company, Public Storage and Shurgard, only account
for ten percent of total industry square footage. Efficient management of
occupancy and delinquency rates, as well as price and convenience, are key
competitive factors.

EMPLOYEES

For the period ended December 31, 1995, the Company's non-seasonal
workforce consisted of approximately 12,600 employees comprised of approximately
39% part-time and 61% full-time employees. During the summer months, the Company
increases its workforce by approximately 800 employees and the percentage of

25
<PAGE> 27

part-time employees increases to approximately 43% of the total workforce. The
Company's employees are non-unionized, and management believes that its
relations with its employees are satisfactory.

INSURANCE OPERATIONS

OXFORD -- LIFE INSURANCE

Oxford underwrites life, health and annuity insurance, both as a direct
writer and as an assuming reinsurer. Oxford's direct writings are primarily
related to the underwriting of credit life and accident and health business
which accounted for 18.6% of Oxford's premium revenues for the year ended
December 31, 1994. Oxford's other direct lines are related to group life and
disability coverage issued to employees of the Company. For the year ended
December 31, 1994, approximately 7.2% of Oxford's premium revenues resulted from
business with the Company. In addition, direct premium includes individual life
insurance acquired from other insurers. Oxford administers the Company's
self-insured group health and dental plans.

Oxford's reinsurance assumed lines, which accounted for approximately 73.8%
of Oxford's premium revenues for the year ended December 31, 1994, include
individual life insurance coverage, annuity coverages, excess loss health
insurance coverage, credit life, credit accident and health and short-term
travel accident coverage. These reinsurance arrangements are entered into with
unaffiliated insurers, except for travel accident products reinsured from RWIC.

RWIC -- PROPERTY AND CASUALTY

RWIC's underwriting activities consist of three basic areas: U-Haul and
U-Haul-affiliated underwriting; direct underwriting; and assumed reinsurance
underwriting. U-Haul underwritings include coverage for U-Haul and U-Haul
employees, and U-Haul-affiliated underwritings consist primarily of coverage for
U-Haul customers. For the year ended December 31, 1994, approximately 40% of
RWIC's written premiums resulted from U-Haul and U-Haul-affiliated underwriting
activities. RWIC's direct underwriting is done through home office underwriters
and selected general agents. The products provided include liability coverage
for rental vehicle lessees and storage rental properties, and coverage for
commercial multiple peril and excess workers' compensation. RWIC's assumed
reinsurance underwriting is done via broker markets and includes, among other
things, reinsurance of municipal bond insurance written through MBIA, Inc.

RWIC's liability for unpaid losses is based on estimates of the ultimate
cost of settling claims reported prior to the end of the accounting period,
estimates received from ceding reinsurers and estimates for incurred but
unreported losses based on RWIC's historical experience supplemented by
insurance industry historical experience. Unpaid loss adjustment expenses are
based on historical ratios of loss adjustment expense paid to losses paid.

The liabilities are estimates of the amount necessary to settle all claims
as of the date of the stated reserves and all incurred but not reported claims.
RWIC updates the reserves as additional facts regarding claims become apparent.
In addition, court decisions, economic conditions and public attitudes impact
the estimation of reserves and also the ultimate cost of claims. In estimating
reserves, no attempt is made to isolate inflation from the combined effect of
numerous factors including inflation. Unpaid losses and unpaid loss expenses are
not discounted.

RWIC's unpaid loss and loss expenses are certified annually by an
independent actuarial consulting firm as required by state regulation.

26
<PAGE> 28

Activity in the liability for unpaid claims and claim adjustment expenses
is summarized as follows:

<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at January 1....................................... $314,482 $320,509 $325,453
Less reinsurance recoverable............................. 76,111 81,747 89,434
-------- -------- --------
Net balance at January 1................................... 238,371 238,762 236,019
Incurred related to:
Current year............................................. 102,782 91,044 96,451
Prior years.............................................. 6,576 12,688 (4,241)
-------- -------- --------
Total incurred............................................. 109,358 103,732 92,210
Paid related to:
Current year............................................. 22,269 20,200 23,936
Prior years.............................................. 70,382 83,923 65,531
-------- -------- --------
Total paid................................................. 92,651 104,123 89,467
Net balance at December 31................................. 255,078 238,371 238,762
Plus reinsurance recoverable............................. 74,663 76,111 81,747
-------- -------- --------
Balance at December 31..................................... $329,741 $314,482 $320,509
======== ======== ========
</TABLE>

As a result of changes in estimates of insured events in prior years, the
provision for unpaid loss and loss adjustment expenses (net of reinsurance
recoveries of $26.5 million and $24.3 million in 1994 and 1993, respectively)
increased by $6.6 million and $12.7 million in 1994 and 1993, respectively,
because of higher than anticipated losses and related expenses for claims
associated with assumed reinsurance and certain retrospectively rated policies.

The table on the next page illustrates the change in unpaid loss and loss
expenses. The first line shows the reserves as originally reported at the end of
the stated year. The second section, reading down, shows the cumulative amounts
paid as of the end of successive years with respect to that reserve. The third
section, reading down, shows reestimates of the original recorded reserve as of
the end of successive years. The last section compares the latest reestimated
reserve amount to the reserve amount as originally established. This last
section is cumulative and should not be summed.

27
<PAGE> 29
UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------------------------------------------
1984 1985 1986 1987 1988 1989
-------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Reserve for Unpaid
Loss and Loss
Adjustment Expenses:......... $ 90,315 $123,342 $146,391 $168,688 $199,380 $207,939
Paid (Cumulative) as of:
One year later............ 24,602 41,170 54,627 49,681 59,111 50,992
Two years later........... 50,628 77,697 92,748 91,597 89,850 87,850
Three years later......... 70,719 105,160 124,278 110,834 114,979 116,043
Four years later.......... 84,936 126,734 137,744 129,261 133,466 132,703
Five years later.......... 95,583 133,421 151,354 142,618 145,864 142,159
Six years later........... 98,018 142,909 161,447 152,579 153,705
Seven years later......... 102,805 151,379 169,601 158,531
Eight years later......... 109,055 158,728 173,666
Nine years later.......... 114,334 162,082
Ten years later........... 117,465
Reserve Reestimated as of:
One year later........... 101,097 138,287 167,211 187,663 200,888 206,701
Two years later.......... 107,111 147,968 192,272 190,715 202,687 206,219
Three years later........ 115,746 168,096 192,670 194,280 203,343 199,925
Four years later......... 119,977 168,040 199,576 195,917 199,304 198,986
Five years later......... 119,513 175,283 201,303 195,203 200,050 197,890
Six years later.......... 122,791 178,232 202,020 196,176 198,001
Seven years later........ 125,863 182,257 202,984 196,770
Eight years later........ 128,815 184,266 202,654
Nine years later......... 132,207 187,247
Ten years later.......... 136,854
Initial Reserve in
Excess of (Less than)
Reestimated Reserve:
Amount (Cumulative)........ $(46,539) $(63,905) $(56,263) $(28,082) $ 1,379 $ 10,049
</TABLE>
UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Reserve for Unpaid
Loss and Loss
Adjustment Expenses:....... $226,324 $236,019 $238,762 $314,482 $329,741
Paid (Cumulative) as of:
One year later.......... 55,128 65,532 83,923 70,382
Two years later......... 97,014 105,432 123,310
Three years later....... 120,994 126,390
Four years later........ 133,338
Five years later........
Six years later.........
Seven years later.......
Eight years later.......
Nine years later........
Ten years later.........
Reserve Reestimated as of:
One year later.......... 229,447 231,779 251,450 321,058
Two years later......... 221,450 224,783 254,532
Three years later....... 211,988 223,403
Four years later........ 207,642
Five years later........
Six years later.........
Seven years later.......
Eight years later.......
Nine years later........
Ten years later.........
Initial Reserve in
Excess of (Less than)
Reestimated Reserve:
Amount (Cumulative)....... $ 18,682 $ 12,616 $(15,770) $ (6,576)
</TABLE>

The operating results of the property and casualty insurance industry,
including RWIC, are subject to significant fluctuations due to numerous factors,
including premium rate competition, catastrophic and unpredictable events
(including man-made and natural disasters), general economic and social
conditions, interest rates, investment returns, changes in tax laws, regulatory
developments, and the ability to accurately estimate liabilities for unpaid
losses and loss expenses.

INVESTMENTS

Oxford's and RWIC's investments must comply with the insurance laws of the
State of Arizona where the companies are domiciled. These laws prescribe the
type, quality, and concentration of investments that may be made. In general,
these laws permit investments in federal, state, and municipal obligations,
corporate bonds, preferred and common stocks, real estate mortgages, and real
estate, within specified limits and subject to certain qualifications. Moreover,
in order to be considered an acceptable reinsurer by cedents and intermediaries,
a reinsurer must offer financial security. The quality and liquidity of invested
assets are important considerations in determining such security.

The investment philosophies of Oxford and RWIC emphasize protection of
principal through the purchase of investment grade fixed income securities.
Approximately 99.0% of Oxford's portfolio and 95.5% of RWIC's portfolio consist
of investment grade securities. The maturity distributions are designed to
provide sufficient liquidity to meet future cash needs.

28
<PAGE> 30

REINSURANCE

The Company's insurance operations assume and cede insurance from and to
other insurers and members of various reinsurance pools and associations.
Reinsurance arrangements are utilized to provide greater diversification of risk
and to minimize exposure on large risks. However, the original insurer remains
liable should the assuming insurer not be able to meet its obligations under the
reinsurance agreements.

REGULATION

The Company's insurance subsidiaries are subject to considerable regulation
and supervision in the states in which they transact business. The purpose of
such regulation and supervision is primarily to provide safeguards for
policyholders. As a result of federal legislation, the primary regulation of the
insurance industry is performed by the states. State regulation extends to such
matters as licensing companies; restricting the types or quality of investments;
regulating capital and surplus and actuarial reserve maintenance; setting
solvency standards; requiring triennial financial examinations, conduct market
surveys, and the filing of reports on financial condition; licensing agents;
regulating aspects of the insurance companies' relationship with their agents;
restricting expenses, commissions, and new business issued; imposing
requirements relating to policy contents; restricting use of some underwriting
criteria; regulating rates, forms, and advertising; limiting the grounds for
cancellations or non-renewal of policies; regulating solicitation and
replacement practices; and specifying what might constitute unfair practices.
State laws also regulate transactions and dividends between an insurance company
and its parent or affiliates, and generally require prior approval or
notification for any change in control of the insurance subsidiary.

In the past few years, the insurance and reinsurance regulatory framework
has been subjected to increased scrutiny by the National Association of
Insurance Commissioners (the "NAIC"), state legislatures, insurance regulators,
and the United States Congress. State legislatures have considered or enacted
legislative proposals that alter, and in many cases increase, state authority to
regulate insurance companies and holding company systems. The NAIC and state
insurance regulators have been examining existing laws and regulations with an
emphasis on insurance company investment and solvency issues. Legislation has
been introduced in Congress that could result in the federal government assuming
some role in the regulation of the insurance industry. It is not possible to
predict the future impact of changing state and federal regulation on the
operations of Oxford and RWIC.

Beginning in 1993, the NAIC adopted and implemented minimum risk-based
capitalization requirements for life insurance companies, including Oxford. As
of the date of this prospectus, Oxford is in compliance with these requirements.
The NAIC has also adopted a model for establishing minimum risk-based
capitalization requirements for property and casualty insurance and reinsurance
companies in 1994. As of the date of this prospectus, RWIC is in compliance with
these requirements.

COMPETITION

The insurance industry is competitive. Competitors include a large number
of life insurance companies and property and casualty insurance companies, some
of which are owned by stockholders and others of which are owned by
policyholders (mutual). Many companies in competition with Oxford and RWIC have
been in business for a longer period of time or possess substantially greater
financial resources. Competition in the insurance business is based upon price,
product design, and services rendered to producers and policyholders.

AMERCO REAL ESTATE OPERATIONS

AREC owns and manages most of the Company's real estate assets, including
the Company's U-Haul Center locations. AREC has responsibility for acquiring and
developing properties suitable for new U-Haul Centers and self-storage
locations. In addition to the U-Haul operations, AREC actively seeks to lease or
dispose of surplus properties. See "Business -- History".

29
<PAGE> 31
ENVIRONMENTAL MATTERS

UNDERGROUND STORAGE TANKS

The Company owns properties that, as of December 31, 1995, contained a
total of approximately 850 underground storage tanks (USTs). The USTs are used
to store various petroleum products, including gasoline, fuel oil, and waste
oil. The USTs are subject to various federal, state, and local laws and
regulations that require testing and removal of leaking USTs, and remediation of
polluted soils and groundwater under certain circumstances. In addition, if
leakage from USTs has migrated, the Company may be subject to civil liability to
third parties. In fiscal years 1990 through 1995, the Company incurred
expenditures totaling approximately $22.0 million for removal and remediation of
2,124 USTs, a portion of which may be recovered from insurance and certain
states' funds for the removal of USTs. Expenditures incurred through the end of
fiscal 1995 may not be representative of future experience. However, the Company
believes that compliance with laws and regulations, and cleanup and liability
costs related to USTs will not have a material adverse effect on the Company's
financial condition or operating results.

In fiscal 1989, the Company instituted a program to test its USTs for
leakage and to remove all but approximately 100 USTs by the year 2000. The
approximately 100 USTs expected to remain at the conclusion of the Company's
testing and removal program are currently anticipated to consist primarily of
waste oil tanks not required to be removed under current laws and regulations
and gasoline tanks located at its remote rental locations where their use is
deemed necessary to service the Company's moving customers. The Company
currently budgets $5 million annually for UST testing, removal, and remediation.
The Company treats these costs as capital costs to the extent that they improve
the safety or efficiency of the associated properties as compared to when the
properties were originally acquired or if the costs are incurred in preparing
the properties for sale, but not in excess of the net realizable value of such
properties.

FEDERAL SUPERFUND SITES

The Company has been named as a "potentially responsible party" (PRP) with
respect to the disposal of hazardous wastes at fourteen federal superfund
hazardous waste sites located in eleven states. Under applicable laws and
regulations, the Company could be held jointly and severally liable for the
costs to clean-up these sites. To date, the Company has entered into settlements
for nine of the sites for de minimis amounts. One of the sites has been disputed
by the Company with no response for eight years. Based upon the information
currently available to the Company regarding these fourteen sites, the current
anticipated magnitude of the clean-up, the number of PRPs, and the volumes of
hazardous waste currently anticipated to be attributed to the Company and other
PRPs, the Company believes its share of the cost of investigation and clean-up
at the fourteen superfund sites will not have a material adverse effect on the
Company's financial condition or operating results.

WASHINGTON STATE HAZARDOUS WASTE SITES

The Company owns one parcel of property within two state hazardous waste
sites in the State of Washington. The Company owns a parcel of property in
Yakima, Washington that is believed to contain elevated levels of pesticide and
other contaminant residue as a result of onsite operations conducted by one or
more former owners. The State of Washington has designated the property as a
state hazardous waste site known as the "Yakima Valley Spray Site". The Company
has been named by the State of Washington as a "potentially liable party" (PLP)
under state law with respect to this site, along with approximately 100 other
companies and individuals. The Company, together with eight other companies and
persons, has formed a committee that has retained an environmental consultant.
The process of site assessment on the Yakima Valley Spray Site is ongoing and,
based upon the information currently available to the Company regarding the
volume and nature of wastes present, the Company is unable to reasonably assess
the potential investigation and clean-up costs, but the costs could be
substantial. Although the Company has entered into an agreement with such other
companies and persons under which the Company has assumed responsibility for 20%
of the costs to investigate the site, no agreement among the parties with
respect to clean-up costs has been entered into as of the date of this
prospectus.

30
<PAGE> 32

In addition, the Company has been named by the State of Washington as a PLP
along with 300 other PLPs with respect to another state-listed hazardous waste
site known as the "Yakima Railroad Site". The Yakima Valley Spray Site is
located within the Yakima Railroad Site. The Company has been notified that the
Yakima Railroad Site involves potential groundwater contamination in an area of
approximately two square miles. The Company has contested its designation as a
PLP at this site, but, at the date of this prospectus, no formal ruling has been
issued in this matter.

In February 1992, the State of Washington issued an enforcement order to
the Company and eight other parties requiring conduct of an interim remedial
action involving the provision of bottled water to households that obtain
drinking water from wells within the Yakima Railroad Site. Without conceding any
liability, the Company and several of the other PLPs have implemented the
bottled water program. The State of Washington has stated its intention to
expand the existing municipal water system to supply municipal water to those
households currently receiving bottled water, and it is estimated that the cost
thereof will be approximately $6 million, with such cost being allocated among
the PLPs.

In addition, there will be costs associated with remedial measures to
address the regional groundwater contamination issue. The process of site
assessment on the Yakima Railroad Site is ongoing and, based upon the
information currently available to the Company regarding the volume and nature
of wastes present, the Company is unable to reasonably assess the potential
investigation and clean-up costs, but the costs could be substantial. Moreover,
the investigative and remedial costs incurred by the State can be imposed upon
the Company and any other PLP as a joint and several liability. At the date of
this prospectus, other than the indication of the expansion of the municipal
water system, there has been no formal indication from the State of Washington
of its intentions regarding future cost recoveries at the Yakima Railroad Site.

OTHER

The Company owns twelve facilities that manufacture and assemble various
components of the Company's equipment. In addition, the Company owns various
facilities engaged in the maintenance and servicing of its equipment. Various
individual properties owned and operated by the Company are subject to various
state and local laws and regulations relating to the methods of disposal of
solvents, tires, batteries, antifreeze, waste oils and other materials.
Compliance with these requirements is monitored and enforced at the local level.
Based upon information currently available to the Company, compliance with these
local laws and regulations has not had, and is not expected to have, a material
adverse effect on the Company's financial condition or operating results.

The Company currently leases approximately 200 properties to various
businesses. The Company has a policy of leasing properties subject to an
environmental indemnification from the lessee for operations conducted by the
lessee. It should be recognized, however, that such indemnifications do not
cover pre-existing conditions and may be limited by the lessee's financial
capabilities. In any event, to the extent that any lessee does not perform any
of its obligations under applicable environmental laws and regulations, the
Company may remain potentially liable to governmental authorities and other
third parties for environmental conditions at the leased properties.
Furthermore, as between the Company and its lessees, disputes may arise as to
allocations of liability with respect to environmental conditions at the leased
properties.

Finally, it should be recognized that the Company's present and past
facilities have been in operation for many years and, over that time in the
course of those operations, some of the Company's facilities have generated,
used, stored, or disposed of substances or wastes that are or might be
considered hazardous. Therefore, it is possible that additional environmental
issues may arise in the future, the precise nature of which the Company cannot
now predict.

SHOEN LITIGATION

Edward J. Shoen, James P. Shoen, Aubrey K. Johnson, John M. Dodds, and
William E. Carty, who are current members of the Board of Directors of the
Company and Paul F. Shoen, who is a former director are defendants in an action
in the Superior Court of the State of Arizona, Maricopa County, entitled Samuel
W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No. CV88-20139, instituted
August 2, 1988 (the "Shoen

31
<PAGE> 33

Litigation"). The Company was also a defendant in the action as originally
filed, but was dismissed from the action on August 15, 1994. The plaintiffs
alleged, among other things, that certain of the individual plaintiffs were
wrongfully excluded from sitting on the Company's Board of Directors in 1988
through the sale of Company Common Stock to certain key employees. That sale
allegedly prevented the plaintiffs from gaining a majority position in the
Company's Common Stock and control of the Company's Board of Directors. The
plaintiffs alleged various breaches of fiduciary duty and other unlawful conduct
by the individual defendants and sought equitable relief, compensatory damages,
punitive damages, and statutory post judgment interest.

Based on the plaintiffs' theory of damages, the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer their shares of
stock to the defendants upon the satisfaction of the judgment. On October 7,
1994, the jury determined that the defendants breached their fiduciary duties
and such breach diminished the value of the plaintiffs' stock. On February 21,
1995, judgment was entered against the defendants in the amount of approximately
$461.8 million plus interest and taxable costs. In addition, on February 21,
1995, judgment was entered against Edward J. Shoen in the amount of $7 million
as punitive damages. On March 23, 1995, Edward J. Shoen filed a notice of appeal
with respect to the award of punitive damages.

Pursuant to separate indemnification agreements, the Company has agreed to
indemnify the defendants to the fullest extent permitted by law or the Company's
Articles of Incorporation or By-Laws, for all expenses and damages incurred by
the defendants in this proceeding, subject to certain exceptions. In addition,
the transfer of Common Stock from the plaintiffs to the defendants would
implicate rights held by the Company. For example, pursuant to the Company's
By-Laws, the Company has certain rights of first refusal with respect to the
transfer of the plaintiffs' stock. Furthermore, the defendants' rights to
acquire the plaintiffs' stock may present a corporate opportunity which the
Company is entitled to exercise.

On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds, and William E. Carty (the "Director-Defendants") filed for
protection under Chapter 11 of the federal bankruptcy laws, resulting in the
issuance of an order automatically staying the execution of the judgment against
those defendants. In late April 1995, the Director-Defendants, in cooperation
with the Company, filed plans of reorganization in the United States Bankruptcy
Court for the District of Arizona, all of which propose the same funding and
treatment of the plaintiffs' claims resulting from the judgment in the Shoen
Litigation. The plans of reorganization, as amended and restated on February 29,
1996 were confirmed by the bankruptcy court on March 15, 1996. The plans as
confirmed, shall collectively be referred to as the "Plan".

On April 25, 1995, the Director-Defendants filed an action in the
bankruptcy court seeking injunctive relief to prevent the Company from
conducting its annual meetings of stockholders until the Plan is confirmed
and/or to prevent the plaintiffs from voting the common stock that they are
required to transfer pursuant to the Shoen Litigation. On June 8, 1995, the
bankruptcy court issued a memorandum decision and an order enjoining the Company
from holding its 1994 Annual Meeting of Stockholders (which was delayed as a
result of litigation initiated by Paul F. Shoen) or any subsequent annual
meeting of stockholders until the court enters an order confirming or denying
confirmation of the Plan or until further order of the court. As of the date of
this Prospectus, the Company has not scheduled the 1994, 1995, or 1996 Annual
Meetings of Stockholders. However, the Company anticipates that such meetings
will occur as soon as practicable after the consummation of the Plan.

In early October 1995, the Director-Defendants made written demand upon the
Company to make them whole for losses resulting from the judgment in the Shoen
Litigation. The Director-Defendants have also asserted substantial claims
against the Company related to or arising from the Shoen Litigation, including,
but not limited to, claims for financial losses, emotional distress, loss of
business and/or professional reputation, loss of credit standing and breach of
contract. The Director-Defendants claim that their actions that form the basis
for the judgment in the Shoen Litigation were actions within the scope of the
Director-Defendants' duties and that such actions were undertaken in good faith
and for the benefit of the Company.

In addition, the Director-Defendants retain unexpired appeal rights with
respect to the Shoen Litigation. If the Director-Defendants exercise such appeal
rights, the damage award may be sustained and/or increased

32
<PAGE> 34

and the Company may be exposed to increased liability to the Director-Defendants
under existing indemnity agreements, which liability includes the obligation to
pay the legal fees and expenses of prosecuting appeals.

In recognition of the foregoing and of the substantial risks associated
with an appeal of the Shoen Litigation, on October 17, 1995, the Company entered
into an agreement (the "Agreement") with the Director-Defendants resolving the
foregoing issues. Under the Agreement, the Company agreed, among other things,
to fund the Plan and to release the Director-Defendants from all claims the
Company may have against them arising from the Shoen Litigation. In addition,
the Director-Defendants agreed, (i) to release, subject to certain exceptions,
the Company from any claim they may have against it pursuant to any
indemnification agreements, (ii) to assign all rights they have under the Shoen
Litigation to the Company, (iii) to waive all appeal rights related to the Shoen
Litigation (not including Edward J. Shoen's appeal of the punitive damage
award), and (iv) not to oppose the Company should it elect to exercise its right
of first refusal on any Common Stock to be transferred by the plaintiffs upon
satisfaction of the judgment in the Shoen Litigation.

On September 19, 1995, the Director-Defendants entered into a Stock
Purchase Agreement with one of the plaintiffs in the Shoen Litigation, Maran,
Inc., a Nevada corporation ("Maran"), contingent upon the approval of the
bankruptcy court. All of Maran's voting stock is held by Mary Anna Shoen Eaton
("Shoen Eaton"), who is also a plaintiff in the Shoen Litigation. Under the
Stock Purchase Agreement, the Director-Defendants agreed to purchase 3,343,076
shares of Common Stock held by Maran in exchange for approximately $22.7
million. The Stock Purchase Agreement was approved by the bankruptcy court on
October 10, 1995. On October 18, 1995, the Company exercised its right of first
refusal and repurchased the Common Stock that was the subject of the Stock
Purchase Agreement for the price set forth therein. In addition, on September
19, 1995, the Director-Defendants, Shoen Eaton, Maran, and the Company entered
into a Settlement Agreement, contingent upon the approval of the bankruptcy
court, providing for the payment to Shoen Eaton of approximately $41.4 million
in exchange for a full release of all claims against the Company and the
Director-Defendants, including all claims asserted by her in the Shoen
Litigation. The Settlement Agreement was approved by the bankruptcy court on
October 10, 1995, and the payment was made on October 18, 1995. As a result of
the foregoing, and after giving effect to the discount achieved through
settlement, approximately $84.6 million of the judgment in the Shoen Litigation
was satisfied.

On January 26, 1996, the bankruptcy court issued, and on March 4, 1996
amended, an interlocutory Memorandum Decision Re: Plan Confirmation which
provided, among other things, that the plaintiffs are entitled to statutory
post-judgment interest at the rate of 10% per year. As of the date hereof, total
accrued interest on the outstanding balance of the judgment is approximately
$36.2 million and is accruing at the rate of approximately $86,000 per day.
Notwithstanding this interlocutory ruling, the Company and the Director-
Defendants believe that the payment of post-petition date interest (i.e.,
interest accruing on the judgment from and after the February 21, 1995 filing
date of the Director-Defendants' Chapter 11 cases) remains an unresolved dispute
at the bankruptcy court level. In this regard, on March 20, 1996 and after
confirmation of the Plan (as discussed below), the bankruptcy court issued a
ruling that a briefing schedule and hearing date regarding post-petition date
interest and the computation thereof would be issued in the future. Those
reserved

33
<PAGE> 35

issues do not affect the finality of the bankruptcy court's order confirming the
Plan ("Confirmation Order") in each Director-Defendant's Chapter 11 case. If the
dispute regarding post-petition date interest is decided adversely to the
Director-Defendants and the Company, they intend to appeal any such decision.
Pending the final resolution of the post-petition date interest dispute
(including all appeals by either side), the Company intends to deposit either
cash or, in appropriate circumstances, an irrevocable letter of credit into an
escrow account to secure payment of the post-petition date interest if the
dispute is ultimately decided adversely to the Director-Defendants and the
Company. The amount of the escrow deposit would be in such case equal to the
accrued interest to the date funds are deposited into escrow. As provided in the
Plan, the escrow deposit, plus interest thereon, will remain until all aspects
of the post-petition date interest dispute have been finally decided, including
dischargeability litigation which the plaintiffs filed against the
Director-Defendants in the bankruptcy court as an alternative means of trying to
collect post-petition date interest. The dischargeability litigation has not
been set for trial and is likely to await the outcome of other aspects of the
post-petition date interest dispute.

Other uncertainties remain about the Plan, including the tax treatment of
the payments made and to be made by the Company pursuant to the Plan.
Specifically, the Company plans to deduct for income tax purposes approximately
$324.3 million of the payments made or to be made by the Company to the
plaintiffs, which will reduce the Company's income tax liability. While the
Company believes that such income tax deductions are appropriate, there can be
no assurance that any such deductions ultimately will be allowed in full.
Accordingly, for tax and other reasons, the Plan could result in material
changes in the Company's financial condition, results of operations, and
earnings per common share.

Furthermore, in the event the fair value of the consideration paid by the
Company to the plaintiffs is in excess of the fair value of the stock
repurchased by the Company, the Company will be required to record an expense
equal to that difference. Based upon the uncertainties surrounding the funding
of the Plan the amount of such expense, if any, is not estimable as of the date
of this Prospectus. No such expense was recorded for the Maran transaction, as
the fair value of the consideration paid by the Company was less than the fair
value of the stock repurchased by the Company. The Company has not yet
determined the accounting treatment for any transaction other than the
Maran/Shoen Eaton transaction. Furthermore, no provision has been made in the
Company's financial statements for any payments to be made to the plaintiffs,
other than the payments

34
<PAGE> 36

discussed above made to Maran and Shoen Eaton. For the reasons set forth above,
the Plan could have the effect of reducing the Company's net income.

DESCRIPTION OF COMMON STOCK

The Company's Restated Articles of Incorporation authorize the issuance of
150,000,000 shares of Common Stock with a par value of $0.25 per share,
150,000,000 shares of serial common stock, and 50,000,000 shares of preferred
stock. The Company's Board of Directors has the authority to fix the voting
powers, designations, preferences, privileges, limitations, restrictions, and
relative rights of the serial common stock and the preferred stock without any
further vote or action by the stockholders. The rights of the holders of the
Common Stock are subject to, and may be adversely affected by, the rights of the
holders of any serial common stock or preferred stock that is currently
outstanding or that may be issued in the future. The issuance of serial common
stock or preferred stock could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring, or preventing a change in control of the
Company. Furthermore, holders of such serial common stock or preferred stock may
have other rights, including economic rights senior to the Common Stock.

As of the date of this Prospectus, there are 27,028,428 issued and
outstanding shares of the Company's Common Stock and 5,762,495 issued and
outstanding shares of Series A Common Stock. All of the Series A Common Stock is
held by James P. Shoen, a Vice-President and director of the Company, and Edward
J. Shoen, Chairman of the Board and President of the Company. The Series A
Common Stock is not convertible into Common Stock but votes together as a single
class with the Common Stock on all matters.

The summary of terms of the Company's Common Stock and Series A Common
Stock contained in this Prospectus does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the Company's
Restated Articles of Incorporation and the Company's By-Laws, which are filed as
exhibits to the Registration Statement of which this Prospectus is a part.

DIVIDENDS

Holders of shares of the common stock are entitled to receive dividends
payable when, if, and as declared by the Board of Directors out of funds legally
available therefor. The Company does not have a formal dividend policy. The
Company's Board of Directors periodically considers the advisability of
declaring and paying dividends in light of existing circumstances. The holders
of the Series A 8 1/2% Preferred Stock are entitled to receive cumulative
dividends prior to and in preference to the holders of common stock at a fixed
annual rate.

The Company is restricted in the amount of dividends that it may issue or
pay pursuant to covenants contained in its credit agreements. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Credit Agreements." At the date
of this Prospectus, the most restrictive of such covenants provides that the
Company may pay cash dividends on its capital stock only in an amount not
exceeding, in the aggregate, computed on a cumulative basis, the sum of (i)
$15.0 million and (ii) 50% of consolidated net income computed on a cumulative
basis for the entire period subsequent to March 31, 1993 (or if such
consolidated net income is a deficit figure, then minus 100% of such deficit),
less dividends paid after such date. As of December 31, 1995, the amount
available for the payment of cash dividends, as calculated above, was $63.6
million.

VOTING

Each share of Common Stock and Series A Common Stock entitles the holder to
one vote in the election of directors and other corporate matters. The Company's
Board of Directors is classified into four classes. Voting rights are
non-cumulative.

35
<PAGE> 37

RIGHT OF FIRST REFUSAL

The Company's By-Laws provide for a right of first refusal in favor of the
Company with respect to all of the Company's Common Stock and Series A Common
Stock except for any such common stock sold, transferred, or otherwise disposed
of by the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership
Trust or any such common stock sold in a bona fide underwritten public offering
or in a bona fide public distribution pursuant to Rule 144 under the Securities
Act.

TRANSFER AGENT

The transfer agent and registrar for the Company's Common Stock is Chemical
Mellon Shareholder Services, L.L.C.

DESCRIPTION OF SERIES B COMMON STOCK

The rights, privileges, and preferences of the Series B Common Stock will
be identical to those of Common Stock and the Series A Common Stock except that
the Series B Common Stock will not be subject to any right of first refusal and
the holders of Series B Common Stock will have limited or no voting rights. The
voting rights, if any, of holders of Series B Common Stock will be described in
the applicable Prospectus Supplement. If holders of Series B Common Stock are
entitled to vote, they shall vote together as a single class with the holders of
Common Stock and Series A Common Stock.

DESCRIPTION OF PREFERRED STOCK

The following is a description of certain general terms and provisions of
the Company's preferred stock (the "Preferred Stock") to which any Prospectus
Supplement may relate. The particular terms of any series of Preferred Stock
will be described in the applicable Prospectus Supplement. If so indicated in a
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.

The summary of terms of the Company's Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Restated Articles of
Incorporation and the certificate of designation relating to each series of the
Preferred Stock (the "Certificate of Designation"), which will be filed as an
exhibit to or incorporated by reference in the Registration Statement of which
this Prospectus is a part at or prior to the time of issuance of such series of
Preferred Stock.

Subject to limitations prescribed by law, the Board of Directors is
authorized at any time to issue one or more series of preferred stock; to
determine the par value, if any, of any such series, to determine the
designations for any such series by number, letter, or title that shall
distinguish such series from any other series; and to determine the number of
shares in any such series (including a determination that such series shall
consist of a single share).

The Board of Directors is also authorized to determine, for each series of
preferred stock, and the Prospectus Supplement will set forth with respect to
each series: (i) whether the holders thereof shall be entitled to cumulative,
noncumulative, or partially cumulative dividends and, with respect to shares
entitled to dividends, the dividend rate or rates, including, without
limitation, the methods and procedures for determining such rate or rates, and
any other terms and conditions relating to such dividends; (ii) whether the
holders thereof shall be entitled to voting rights and, if so, the terms and
conditions for the exercise thereof; (iii) whether and, if so, to what extent
and upon what terms and conditions, the holders thereof shall be entitled to
rights upon the liquidation of, or upon any distribution of the assets of, the
Company; (iv) whether, and, if so, upon what terms and conditions, such shares
shall be convertible into, or exchangeable for, other securities or property;
(v) whether, and, if so, upon what terms and conditions, such shares shall be
redeemable; (vi) whether the shares shall be subject to any sinking fund
provided for the purchase or redemption of such shares and, if so, the terms of
such fund; and (vii) whether the holders thereof shall be entitled to other
preferences or rights, and, if so, the qualifications, limitations, or
restrictions of such preferences or rights.

36
<PAGE> 38

As of the date hereof, the Company has no outstanding preferred stock other
than 6,100,000 shares of Series A 8 1/2% Preferred Stock, issued October 21,
1993 (the "Series A Preferred Stock"), with a liquidation preference of $25 per
share. The Series A Preferred Stock is not convertible into, or exchangeable
for, shares of any other class or classes of stock of the Company. Holders of
shares of the Series A Preferred Stock are entitled to receive dividends at a
fixed annual rate of $2.125 per share. Such dividends are cumulative and are
payable quarterly. The Series A Preferred Stock is not redeemable prior to
December 1, 2000. On and after that date, the Company, at its option, may redeem
shares of the Series A Preferred Stock, at any time or from time to time, at a
redemption price of $25 per share, plus accrued and unpaid dividends thereon to
the date of redemption. The Series A Preferred Stock is not entitled to any
sinking fund.

DIVIDENDS

Holders of shares of Preferred Stock will be entitled to receive, when, as,
and if declared by the Board of Directors out of funds of the Company legally
available therefor, cash dividends payable at such dates and at such rates per
share per annum as set forth in the applicable Prospectus Supplement. The
Prospectus Supplement will also state applicable record dates regarding the
payment of dividends. Except as set forth below, no dividends will be declared
or paid or set apart for payment on any series of Preferred Stock unless full
dividends for all series of Preferred Stock (including any accumulation in
respect of unpaid dividends for prior dividend periods, if dividends on such
Preferred Stock are cumulative) have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof is set apart for
such payment. When dividends are not so paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Preferred Stock, dividends
declared (if any) on the Preferred Stock will be declared pro-rata so that the
amount of dividends declared per share on each series of Preferred Stock will in
all cases bear to each other series the same ratio that (x) accrued dividends
(including any accumulation with respect to unpaid dividends for prior dividend
periods, if dividends for such series are cumulative) for the then-current
dividend period per share for each respective series of Preferred Stock bear to
(y) aggregate accrued dividends for the then-current dividend period (including
all accumulations with respect to unpaid dividends for prior periods for all
series that are cumulative) for all outstanding shares of Preferred Stock.

All Certificates of Designation will provide, unless all dividends on the
Preferred Stock shall have been paid in full, that (i) no dividend will be
declared and paid or declared and a sum sufficient thereof set apart for payment
(other than a dividend in the Company's common stock or in any other class
ranking junior to the Preferred Stock as to dividends and liquidation
preferences) or other distribution declared or made upon the shares of the
Company's common stock or upon any other class ranking junior to the Preferred
Stock as to dividends or liquidation preferences and (ii) no shares of the
Company's common stock or class of stock ranking junior to the Preferred Stock
as to dividends or liquidation preferences may be redeemed, purchased, or
otherwise acquired by the Company except by conversion into or exchange for
shares of the capital stock of the Company ranking junior to the Preferred Stock
as to dividends and liquidation preferences.

The Company is restricted in the amount of dividends that it may issue or
pay pursuant to covenants contained in its credit agreements. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Credit Agreements." At the date
of this Prospectus, the most restrictive of such covenants provides that the
Company may pay cash dividends on its capital stock only in an amount not
exceeding, in the aggregate computed on a cumulative basis, the sum of (i) $15.0
million and (ii) 50% of consolidated net income computed on a cumulative basis
for the entire period subsequent to March 31, 1993 (or if such consolidated net
income is a deficit figure, then minus 100% of such deficit), less dividends
paid after such date. As of December 31, 1995, the amount available for the
payment of cash dividends, as calculated above, was $63.6 million. For
additional information, see the applicable Prospectus Supplement.

CONVERTIBILITY

Any series of Preferred Stock may be convertible into, or exchangeable for
Common Stock or Series B Common Stock. Whether any series of Preferred Stock is
convertible into, or exchangeable for, Common

37
<PAGE> 39

Stock or Series B Common Stock, and the terms of any such conversion or exchange
will be set forth in the related Prospectus Supplement.

REDEMPTION AND SINKING FUND

No series of Preferred Stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the related Prospectus Supplement. Unless
otherwise provided in the related Prospectus Supplement, while there is an
arrearage in the payment of dividends on any series of Preferred Stock, no
shares of that series may be redeemed (unless all outstanding shares of that
series are simultaneously redeemed) and the Company may not purchase or
otherwise acquire any shares of that series, except that such restriction will
not prevent the purchase or acquisition of shares of that series of Preferred
Stock pursuant to a purchase or exchange offer made on the same terms to all
holders of that series.

LIQUIDATION

Upon any voluntary or involuntary liquidation, dissolution, or winding up
of the Company, holders of any series of Preferred Stock will be entitled to
receive the liquidation preference per share specified in the related Prospectus
Supplement and Certificate of Designation, if any, in each case together with
any applicable accrued and unpaid dividends and before any distribution to
holders of the Company's common stock or any class of stock ranking junior to
the Preferred Stock as to dividends and liquidation preferences. In the event
there are insufficient assets to pay such liquidation preferences for all
classes of Preferred Stock in full, all Certificates of Designation will provide
that the remaining assets will be allocated ratably among all series of
Preferred Stock based upon the aggregate liquidation preference for all
outstanding shares for each such series. After payment of the full amount of the
liquidation preference to which they are entitled, the holders of shares of
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company unless otherwise provided in the related
Prospectus Supplement and Certificate of Designation, and the remaining assets
of the Company will be distributable exclusively among the holders of the
Company's common stock and any class of stock ranking junior to the Preferred
Stock as to dividends and liquidation preferences, according to their respective
interests. The Board of Directors of the Company may not authorize the issuance
of any new series of preferred stock with a liquidation preference and/or other
rights senior to the Preferred Stock offered hereby without the consent of
two-thirds of the holders of the Preferred Stock offered hereby.

VOTING

The holders of any series of Preferred Stock will have the voting rights,
if any, set forth in the related Prospectus Supplement.

MISCELLANEOUS

The holders of Preferred Stock will have no preemptive rights. Preferred
Stock, upon issuance against full payment of the purchase price therefor, will
be fully paid and nonassessable. Shares of Preferred Stock redeemed or otherwise
reacquired by the Company will, in the discretion of the Board of Directors, be
held in treasury or will resume the status of authorized and unissued shares of
Preferred Stock undesignated as to series, and, in either case, will be
available for subsequent issuance. There are no restrictions on repurchase or
redemption of the Preferred Stock while there is any arrearage on sinking fund
installments, except as may be set forth in a Prospectus Supplement. The
liquidation preference is not indicative of the price at which the Preferred
Stock will trade on or after the date of issuance. Payment of dividends on and
redemptions of any series of Preferred Stock may be restricted by loan
agreements, indentures, and other transactions entered into by the Company.

NO OTHER RIGHTS

The shares of a series of Preferred Stock will not have any preferences,
voting powers, or relative, participating, optional, or other special rights
except as set forth above or in the related Prospectus Supplement and
Certificate of Designation, the Articles of Incorporation, or as otherwise
required by law.

38
<PAGE> 40

TRANSFER AGENT

The transfer agent and registrar for each series of Preferred Stock will be
described in the related Prospectus Supplement.

DESCRIPTION OF DEBT SECURITIES

The following is a description of certain general terms of the Debt
Securities to which any Prospectus Supplement may relate. The particular terms
of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions may apply
to the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Offered Debt Securities.

The Offered Debt Securities are to be issued under an indenture (for
purposes of this section, the "Indenture"), between the Company and Citibank,
N.A., as trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular provisions or defined
terms of the Indenture are referred to, such provisions or defined terms are
incorporated herein by reference. Certain defined terms in the Indenture are
capitalized herein.

GENERAL

The Debt Securities will be unsecured obligations of the Company.

The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series.

Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms, where applicable, of the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the Person to
whom any interest on any Offered Debt Security will be payable, if other than
the Person in whose name such Offered Debt 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 Offered Debt Securities
will mature; (5) the rate or rates (which may be fixed or variable) at which the
Offered Debt Securities will bear interest, if any, and the date or dates from
which such interest will accrue; (6) the dates on which such interest, if any,
will be payable and the Regular Record Dates for such Interest Payment Dates;
(7) the place or places where the principal of (and premium, if any) and
interest on the Offered Debt Securities shall be payable, where any Offered Debt
Securities may be surrendered for registration of transfer or exchange and where
notices to or demand upon the Company may be delivered; (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 such Offered Debt Securities pursuant to any sinking fund or
analogous provision 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, such Offered Debt Securities shall be redeemed or purchased, in
whole or in part, pursuant to such obligation; (10) the denominations in which
such Offered Debt Securities will be issuable, if other than denominations of
$1,000 and any integral multiples thereof; (11) the portion of the principal
amount of the Offered Debt Securities, if other than the entire principal amount
thereof, payable upon acceleration of maturity thereof; (12) the right of the
Company to defease the Offered Debt Securities or certain restrictive covenants
and certain Events of Default under the Indenture; (13) the currency or
currencies in which payment of principal and premium, if any, and interest on
the Offered Debt Securities will be payable, if other than United States
dollars; (14) if the principal of (and premium, if any) or interest, if any, on
such Offered Debt Securities is to be payable, at the election of the Company or
a Holder thereof, in a currency or currencies other than that in which such
Offered Debt Securities are stated to be payable, the currency or currencies in
which payment of the principal of (and premium, if any) or interest, if any, on
such Offered Debt Securities as to which such

39
<PAGE> 41

election is made will be payable and the period or periods within which, and the
terms and conditions upon which, such election may be made; (15) any index used
to determine the amount of payments of principal of and premium, if any, and
interest, if any, on the Offered Debt Securities; (16) if the Offered Debt
Securities will be issuable only in the form of a Global 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 Global
Security may be registered for transfer or exchange in the name of a Person
other than the Depository or its nominee; (17) any additional Events of Default;
and (18) any other terms of the Offered Debt Securities.

Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, principal of and premium, if any, and interest, if any, on the
Debt Securities will be payable, and the Debt Securities will be exchangeable
and transfers thereof will be registrable, at the office of the Trustee at its
Corporate Trust Office, 120 Wall Street, 13th Floor, New York, New York 10043,
Attention: Corporate Trust Administration, provided that, at the option of the
Company, payment of interest may be made by: (1) wire transfer on the date of
payment in immediately available federal funds or next day funds to an account
specified by written notice to the Trustee from any Holder of Debt Securities;
(2) any similar manner that such Holder may designate in writing to the Trustee;
or (3) by check mailed to the address of the Person entitled thereto as it
appears in the Security Register. Any payment of principal and premium, if any,
and interest, if any, required to be made on an Interest Payment Date,
Redemption Date, or at Maturity that is not a Business Day need not be made on
such day, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, Redemption Date, or at
Maturity, as the case may be, and no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date, or Maturity.

Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other government charge payable in connection therewith.

Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount from their
stated principal amount. In addition, under proposed Treasury Regulations, it is
possible that Debt Securities that are offered and sold at their stated
principal amount would, under certain circumstances, be treated as issued at an
original issue discount for federal income tax purposes, and special rules may
apply to Debt Securities and Warrants that are considered to be issued as
"investment units." Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities (or
other Debt Securities treated as issued at an original issue discount) and to
"investment units" will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof upon the occurrence of an
Event of Default and the continuation thereof.

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depository or its nominee
identified in the Prospectus Supplement relating to the Offered Debt Securities.
In such a case, one or more Global 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
Global Security or Securities. Unless and until it is exchanged in whole or in
part for Debt Securities in definitive registered form, a Global Security may
not be registered for transfer or exchange except as a whole by the Depository
for such Global Security to a nominee of such Depository and except in the
circumstances described in the Prospectus Supplement relating to the Offered
Debt Securities.

40
<PAGE> 42

COVENANTS

The particular restrictive covenants, if any, relating to any series of
Debt Securities will be described in the Prospectus Supplement relating to such
series. If any such covenants are described, the Prospectus Supplement will also
state whether the "covenant defeasance" provisions described below will apply.

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay principal of or premium, if
any, on any Debt Security of that series when due; (b) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series; (d) failure to perform any other covenant or
warranty of the Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than that
series), continued for 60 days after written notice as provided in the
Indenture; (e) certain events in bankruptcy, insolvency or reorganization; and
(f) any other Event of Default provided with respect to Debt Securities of that
series.

If an Event of Default specified in clause (e) above occurs and is
continuing with respect to Debt Securities, then the principal amount of the
Outstanding Debt Securities shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. If an Event
of Default (other than one specified in clause (e) in the immediately preceding
paragraph) with respect to Outstanding Debt Securities of any series shall occur
and be continuing, either the Trustee or the Holders of at least 25% in
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 Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that series
to be due and payable immediately by written notice to the Company (and to the
Trustee if given by the Holders). 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 principal amount of the Outstanding Debt Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
For information as to waiver of defaults, see "Modification and Waiver" below.

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

The Indenture provides that the Trustee will be under no obligation,
subject to the duty of the Trustee during default to act with the required
standard of care, to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for
indemnification of the Trustee, the Holders of a majority in 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.

The Company will furnish to the Trustee annually a certificate as to
compliance by the Company with all conditions and covenants under the Indenture.

DEFEASANCE

The Prospectus Supplement will state if any defeasance provision will apply
to the Offered Debt Securities.

DEFEASANCE AND DISCHARGE

The Indenture provides that, if applicable, the Company 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 or exchange of Debt
Securities of such series, to replace stolen, lost, or mutilated Debt Securities
of such series,

41
<PAGE> 43

to maintain paying agencies and to hold monies for payment in trust) upon the
irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government
Obligations (as defined), which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and premium, if any, and each installment of
interest on the Debt Securities of such series on the Stated Maturity of such
payments in accordance with the terms of the Indenture and the Debt Securities
of such series. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (who may be an
employee of or counsel for the Company) to the effect that Holders of the Debt
Securities of such series will not recognize income, gain, or loss for federal
income tax purposes as a result of such deposit, defeasance, and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance,
and discharge had not occurred.

DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT

The Indenture provides with respect to the Debt Securities of any series,
to the extent provided for in the Prospectus Supplement, that the Company may
omit to comply with certain restrictive covenants provided for in the Prospectus
Supplement and, to the extent provided in the Prospectus Supplement, that
violations of certain restrictive covenants provided for in the Prospectus
Supplement shall not be deemed to be an Event of Default under the Indenture and
the Debt Securities of such series, upon the deposit with the Trustee, in trust,
of money and/or U.S. Government Obligations (as defined) which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of and
premium, if any, and each installment of interest on the Debt Securities of such
series on the Stated Maturity of such payments in accordance with the terms of
the Indenture and the Debt Securities of such series. The obligations of the
Company under the Indenture and the Debt Securities of such series other than
with respect to the covenants referred to above and the Events of Default other
than the Event of Default referred to above shall remain in full force and
effect. Such a trust may only be established if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel (who may be an employee of or
counsel for the Company) to the effect that the Holders of the Debt Securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amount
and in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.

DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT

In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to the Debt Securities of any
series as described above and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default other than the
Event of Default described in clause (d) under "Events of Default," the amount
of money and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Debt Securities of such series at the time
of their Stated Maturity but may not be sufficient 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 shall remain liable for such
payments.

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Debt Security, (b) reduce
the principal amount of, or the premium, if any, or interest, if any, on any
Debt Security, (c) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the Maturity thereof, (d) change the place
or currency of payment of principal of, or premium, if any, or interest,

42
<PAGE> 44

if any, on, any Debt Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security, or (f)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of the Holders of which is required for modification or
amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults.

The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. The Holders of a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all Debt Securities of that series waive any
past default under the Indenture with respect to that series, except a default
in the payment of the principal of or premium, if any, or interest on any Debt
Security of that series or in respect of a provision that under the Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected.

CONSOLIDATION, MERGER, AND SALE OF ASSETS

The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate or merge with or into, or transfer or lease its
assets as an entirety to, any Person, provided that (i) the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or that acquires or leases the assets of the Company substantially as an
entirety is organized and existing under the laws of any United States
jurisdiction and expressly assumes the Company's obligations on the Debt
Securities and under the Indenture, (ii) after giving effect to such transaction
no Event of Default, and no event that, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing
(provided that a transaction will only be deemed to be in violation of this
condition (ii) as to any series of Debt Securities as to which such Event of
Default or such event shall have occurred and be continuing), and (iii) certain
other conditions are met.

DESCRIPTION OF CONVERTIBLE DEBT SECURITIES

The Convertible Senior Debt Securities are to be issued under an Indenture
(the "Convertible Senior Indenture"), between the Company and the Trustee. The
Convertible Subordinated Debt Securities are to be issued under an Indenture
(the "Convertible Subordinated Indenture"), between the Company and the Trustee.
The Convertible Senior Indenture and the Convertible Subordinated Indenture are
referred to in this section individually as an "Indenture" and collectively as
the "Indentures." A copy of the form of each Indenture is filed as an exhibit to
the Registration Statement.

The statements herein relating to the Convertible Debt Securities and the
Indentures are summaries and reference is made to the detailed provisions of the
Indentures, including the definitions therein of certain terms capitalized in
this Prospectus. Where no distinction is made between the Convertible Senior
Debt Securities and the Convertible Subordinated Debt Securities or between the
Convertible Senior Indenture and the Convertible Subordinated Indenture, such
summaries refer to any Convertible Debt Securities and either Indenture.
Whenever particular defined terms of the Indentures are referred to herein or in
a Prospectus Supplement, such defined terms are incorporated herein or therein
by reference.

GENERAL

The Indentures do not limit the aggregate principal amount of Convertible
Debt Securities which may be issued thereunder and provide that Convertible Debt
Securities may be issued from time to time in one or more series. The
Convertible Senior Debt Securities will be unsecured and unsubordinated
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company. The Convertible Subordinated
Debt Securities will be unsecured obligations of the Company and, as set forth
below under "Subordination of Convertible Subordinated Debt Securities", will be
subordinated in right of payment to all Senior Indebtedness.

43
<PAGE> 45

Reference is made to the Prospectus Supplement which accompanies this
Prospectus for a description of the specific series of Convertible Debt
Securities being offered thereby, including: (1) the specific designation of
such Convertible Debt Securities; (2) any limit upon the aggregate principal
amount of such Convertible Debt Securities; (3) the date or dates on which the
principal of such Convertible Debt Securities will mature or the method of
determining such date or dates; (4) the rate or rates (which may be fixed or
variable) at which such Convertible Debt Securities will bear interest, if any,
or the method of calculating such rate or rates; (5) the date or dates from
which interest, if any, will accrue or the method by which such date or dates
will be determined; (6) the date or dates on which interest, if any, will be
payable and the record date or dates therefor; (7) the place or places where
principal of, premium, if any, and interest, if any, on such Convertible Debt
Securities will be payable; (8) the period or periods within which, the price or
prices at which, the currency or currencies (including currency units) in which,
and the terms and conditions upon which, such Convertible 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 such Convertible Debt Securities
pursuant to any sinking fund or analogous provisions, upon the happening of a
specified event 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, such Convertible Debt Securities shall be redeemed or purchased, in whole
or in part, pursuant to such obligations; (10) the denominations in which such
Convertible Debt Securities are authorized to be issued; (11) the terms and
conditions upon which conversion will be effected, including the conversion
price, the conversion period, and other conversion provisions in addition to or
in lieu of those described below; (12) the currency or currency units for which
Convertible Debt Securities may be purchased or in which Convertible Debt
Securities may be denominated and/or the currency or currency units in which
principal of, premium, if any, and/or interest, if any, on such Convertible Debt
Securities will be payable or redeemable and whether the Company or the holders
of any such Convertible Debt Securities may elect to receive payments in respect
of such Convertible Debt Securities in a currency or currency units other than
that in which such Convertible Debt Securities are stated to be payable or
redeemable; (13) if other than the principal amount thereof, the portion of the
principal amount of such Convertible Debt Securities which will be payable upon
declaration of the acceleration of the maturity thereof or the method by which
such portion shall be determined; (14) the person to whom any interest on any
such Convertible Debt Security shall be payable if other than the person in
whose name such Convertible Debt Security is registered on the applicable record
date; (15) any addition to, or modification or deletion of, any Event of Default
or any covenant of the Company specified in the Indenture with respect to such
Convertible Debt Securities; (16) the application, if any, of such means of
defeasance or covenant defeasance as may be specified for such Convertible Debt
Securities; (17) whether such Convertible Debt Securities are to be issued in
whole or in part in the form of one or more temporary or permanent global
securities and, if so, the identity of the depositary for such global security
or securities; (18) any index used to determine the amount of payments of
principal of (and premium, if any) and interest, if any, on such Convertible
Debt Securities; (19) under what circumstances, if any, the Company will pay
additional amounts on the Convertible Debt Securities held by a Person who is
not a U.S. Person in respect of taxes or similar charges withheld or deducted;
(20) if other than the Trustee, the identity of the registrar and any Paying
Agent; (21) any terms which may be related to warrants issued by the Company in
connection with Convertible Debt Securities; (22) the designation of any
Exchange Rate Agent; (23) if other than as provided in the Convertible
Subordinated Indenture, the terms and conditions under which the Convertible
Subordinated Debt Securities will be subordinated to the Senior Indebtedness of
the Company; and (24) any other special terms pertaining to such Convertible
Debt Securities. Unless otherwise specified in the applicable Prospectus
Supplement, the Convertible Debt Securities will not be listed on any securities
exchange.

Unless otherwise specified in the applicable Prospectus Supplement,
Convertible Debt Securities will be issued in fully registered form without
coupons. Where Convertible Debt Securities of any series are issued in bearer
form, the special restrictions and considerations, including special offering
restrictions and special Federal income tax considerations, applicable to any
such Convertible Debt Securities and to payment on and transfer and exchange of
such Convertible Debt Securities will be described in the applicable Prospectus
Supplement. Bearer Convertible Debt Securities will be transferable by delivery.

44
<PAGE> 46

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

DENOMINATIONS, PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

Registered Securities will be issuable in denominations of $1,000 and
integral multiples of $1,000, and Bearer Securities will be issuable in the
denomination of $5,000 or, in each case, in such other denominations and
currencies as may be in the terms of the Convertible Debt Securities of any
particular series. Unless otherwise provided in the applicable Prospectus
Supplement, payments in respect of the Convertible Debt Securities will be made,
subject to any applicable laws and regulations, in the designated currency at
the office or agency of the Company maintained for that purpose as the Company
may designate from time to time, except that, at the option of the Company,
interest payments, if any, on Convertible Debt Securities in registered form may
be made (i) by checks mailed by the Trustee to the holders of Convertible Debt
Securities entitled thereto at their registered addresses or (ii) by wire
transfer to an account maintained by the Person entitled thereto as a specified
in the Register. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on Convertible Debt
Securities in registered form will be made to the Person in whose name such
Convertible Debt Security is registered at the close of business on the regular
record date for such interest.

Payment in respect of Convertible Debt Securities in bearer form will be
payable in the currency and in the manner designated in the applicable
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States, if any, initially
appointed by the Company for a series of Convertible Debt Securities will be
named in the applicable Prospectus Supplement. The Company may at any time
designate additional Paying Agents or rescind the designation of any paying
agents, except that, if Convertible Debt Securities of a series are issuable as
Registered Securities, the Company will be required to maintain at least one
paying agent in each Place of Payment for such series and, if Convertible Debt
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain a Paying Agent in a Place of Payment outside the United
States where Convertible Debt Securities of such series and any coupons
appertaining thereto may be presented and surrendered for payment. The Company
will have the right to require a holder of any Convertible Debt Security, in
connection with the payment of the principal of (and premium, if any) and
interest, if any, on such Convertible Debt Security, to certify information to
the Company or, in the absence of such certification, the Company will be
entitled to rely on any legal presumption to enable the Company to determine its
duties and liabilities, if any, to deduct or withhold taxes, assessments or
governmental charges from such payment.

Unless otherwise provided in the applicable Prospectus Supplement,
Convertible Debt Securities in registered form will be transferable or
exchangeable at the agency of the Company maintained for such purpose as
designated by the Company from time to time. Convertible Debt Securities may be
transferred or exchanged without service charge, other than any tax or
governmental charge imposed in connection therewith.

In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange Convertible Debt Securities
of any series during a period beginning at the opening of business 15 days
before any selection of Convertible Debt Securities of that series to be
redeemed and ending at the close of business on (A) if Convertible Debt
Securities of the series are issuable only as Registered Securities, the day of
mailing of the relevant notice of redemption and (B) if Convertible Debt
Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Convertible Debt
Securities of the series are also issuable as Registered Securities and there is
no publication, the mailing of the relevant notice of redemption; (ii) register
the transfer of or exchange any Registered Securities, or portion thereof,
called for redemption or otherwise surrendered for repayment, except the
unredeemed or unrepaid portion of any Registered Security being redeemed or
repaid in part; or

45
<PAGE> 47

(iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and like tenor
which is immediately surrendered for redemption.

CONVERSION RIGHTS

The terms on which Convertible Debt Securities of any series are
convertible into Common Stock or Series B Common Stock will be set forth in the
Prospectus Supplement relating thereto. Such terms shall include provisions as
to the conversion price and any adjustments thereto, the determination of
holders entitled to exercise conversion, whether conversion is mandatory, at the
option of the holder, or at the option of the Company, and may include
provisions in which the amount of Common Stock or Series B Common Stock of the
Company to be received by the holders of Convertible Debt Securities would be
calculated according to the market price of such other securities of the Company
as of a time stated in the Prospectus Supplement.

SUBORDINATION OF CONVERTIBLE SUBORDINATED DEBT SECURITIES

The obligation of the Company to make payment on account of the principal
of, and premium, if any, and interest on the Convertible Subordinated Debt
Securities will be subordinated and junior in right of payment, as set forth in
the Convertible Subordinated Indenture, to the prior payment in full of all
Senior Indebtedness. Notwithstanding the foregoing, payment from the money or
the proceeds of U.S. Government Obligations held in any defeasance trust
described under "Defeasance" below is not subordinate to any Senior Indebtedness
or subject to the restrictions described herein.

"Senior Indebtedness" means all Indebtedness of the Company (other than the
Convertible Subordinated Debt Securities) unless such indebtedness, by its terms
or the terms of the instrument creating or evidencing it, is subordinate in
right of payment to or pari passu with the Convertible Subordinated Debt
Securities; provided, however, that Senior Indebtedness does not include (x) any
Indebtedness, guarantee or other obligation of the Company that is subordinate
or junior in any respect to any other Indebtedness of the Company or (y) any
Indebtedness of the Company to any of its Subsidiaries. "Indebtedness", when
used with respect to the Company, means, without duplication, the principal of,
and premium, if any, and accrued and unpaid interest (including post-petition
interest, whether or not available as a claim in bankruptcy) on, (i)
indebtedness of the Company for money borrowed, (ii) indebtedness guarantees by
the Company of indebtedness for money borrowed by any other person, (iii)
indebtedness of the Company evidenced by notes, debentures, bonds or other
instruments of indebtedness for payment of which the Company is responsible or
liable, (iv) obligations for the reimbursement of any obligor on any letter of
credit, bankers' acceptance or similar credit transaction, (v) obligations under
interest rate and currency swaps, caps, collars, options, forward or spot
contracts or similar arrangements or with respect to foreign currency hedges,
(vi) commitment and other bank financing fees under contractual obligations
associated with bank debt, (vii) any indebtedness representing the deferred and
unpaid purchase price of any property or business, and (viii) all deferrals,
renewals, extensions and refundings of any such indebtedness or obligations,
provided, however, that Indebtedness shall not include amounts owed to trade
creditors in the ordinary course of business, nonrecourse indebtedness secured
by real property located outside the United States or operating lease rental
payments in the ordinary course of business.

No payment on account of principal of, or premium, if any, or interest on,
the Convertible Subordinated Debt Securities or deposit pursuant to the
provisions described under "Defeasance" below may be made if (i) any Senior
Indebtedness is not paid when due (following the expiration of any applicable
grace period) or (ii) any other default on Senior Indebtedness occurs and the
maturity of any Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (a) such failure to pay or acceleration relates to such
Senior Indebtedness in an aggregate amount equal to or less than $20 million,
(b) the default has been cured or waived or has ceased to exist, (c) such
acceleration has been rescinded, or (d) such Senior Indebtedness has been paid
in full. A failure to make any payment with respect to the Convertible
Subordinated Debt Securities as a result of the foregoing provisions will not
limit the right of the Holders of the Convertible Subordinated Debt Securities
to accelerate the maturity thereof as a result of such payment default.

46
<PAGE> 48

Upon any distribution of the assets of the Company upon any dissolution,
total or partial liquidation or reorganization of or similar proceeding relating
to the Company, the holders of Senior Indebtedness will be entitled to receive
payment in full before the Holders of the Convertible Subordinated Debt
Securities are entitled to receive any payment. By reason of such subordination,
in the event of insolvency, creditors of the Company who are holders of Senior
Indebtedness or of other unsubordinated Indebtedness of the Company may recover
more, ratably, than the Holders of the Convertible Subordinated Debt Securities.

CONSOLIDATION, MERGER OR SALE

The Indentures provide that the Company may merge or consolidate with or
into any other corporation or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its assets to any Person, if (i) (a) in the case
of a merger or consolidation, the Company is the surviving corporation or (b) in
the case of a merger or consolidation where the Company is not the surviving
corporation and in the case of such a sale, conveyance, transfer or other
disposition, the resulting, successor, or acquiring Person is a corporation
organized and existing under the laws of the United States of America or a State
thereof or the District of Columbia and such corporation expressly assumes by
supplemental indenture all the obligations of the Company under the Convertible
Debt Securities and any coupons appertaining thereto and under the Indentures,
(ii) immediately after giving effect to such merger or consolidation, or such
sale, conveyance, transfer, lease or other disposition (including, without
limitation, any Indebtedness directly or indirectly incurred or anticipated to
be incurred in connection with or in respect of such transaction), no Default or
Event of Default shall have occurred and be continuing and (iii) certain other
conditions are met. In the event a successor corporation assumes the obligations
of the Company, such successor corporation shall succeed to and be substituted
for the Company under the Indentures and under the Convertible Debt Securities
and any coupons appertaining thereto and all obligations of the Company shall
terminate.

EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT

Events of Default with respect to Convertible Debt Securities of any series
issued thereunder are defined in the Indentures as being: default for thirty
days in payment of any interest on any Convertible Debt Security of that series
or any coupon appertaining thereto or any additional amount payable with respect
to Convertible Debt Securities of such series as specified in the applicable
Prospectus Supplement when due; default in payment of principal, premium, if
any, or on redemption or otherwise, or in the making of a mandatory sinking fund
payment of any Convertible Debt Securities of that series when due; default for
sixty days after notice to the Company by the Trustee for such series, or by the
holders of 25% in aggregate principal amount of the Convertible Debt Securities
of such series then outstanding, in the performance of any other agreement
applicable to the Convertible Debt Securities of that series, in the Indentures
or in any supplemental indenture or board resolution referred to therein under
which the Convertible Debt Securities of that series may have been issued; and
certain events of bankruptcy, insolvency or reorganization of the Company. Any
other Events of Default applicable to a specified series of Convertible Debt
Securities will be described in the applicable Prospectus Supplement. An Event
of Default with respect to a particular series of Convertible Debt Securities
will not necessarily be an Event of Default with respect to any other series of
Convertible Debt Securities.

The Indentures provide that, if an Event of Default specified therein
occurs with respect to the Convertible Debt Securities of any series issued
thereunder and is continuing, the Trustee for such series or the holders of 25%
in aggregate principal amount of all of the outstanding Convertible Debt
Securities of that series, by written notice to the Company (and to the Trustee
for such series, if notice is given by such holders of Convertible Debt
Securities), may declare the principal (or, if the Convertible Debt Securities
of that series are original issue discount Convertible Debt Securities or
indexed Convertible Debt Securities, such portion of the principal amount
specified in the applicable Prospectus Supplement) of all the Convertible Debt
Securities of that series to be due and payable.

The Indentures provide that the Trustee for any series of Convertible Debt
Securities shall, within ninety days after the occurrence of a Default known to
it with respect to Convertible Debt Securities of that series, give to the
holder of the Convertible Debt Securities of that series notice of all such
uncured Defaults; provided, that such notice shall not be given until 60 days
after the occurrence of a Default with respect to

47
<PAGE> 49

Convertible Debt Securities of that series involving a failure to perform a
covenant other than the obligation to pay principal, premium, if any, or
interest or make a mandatory sinking fund payment; and provided, further, that,
except in the case of default in payment on the Convertible Debt Securities of
that series, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers (as defined therein) in good faith determines that
withholding such notice is in the interest of the holders of the Convertible
Debt Securities of that series. "Default" means any event which is, or, after
notice or passage of time or both, would be, an Event of Default.

The Indentures provide that 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. Subject to such provisions for indemnification of
the Trustee, the Indentures provide that the holders of not less than a majority
in aggregate principal amount of the Convertible Debt Securities of each series
affected (with each such series voting as a class) may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
for such series, or exercising any trust or power conferred on such Trustee.

The Indentures include a covenant that the Company will file annually with
the Trustee a certificate as to the Company's compliance with all conditions and
covenants of the applicable Indenture.

The holders of not less than a majority in aggregate principal amount of
any series of Convertible Debt Securities by notice to the Trustee for such
series may waive, on behalf of the holders of all Convertible Debt Securities of
such series, any past Default or Event of Default with respect to that series
and its consequences, and may rescind and annul a declaration of acceleration
with respect to that series (unless a judgment or decree based on such
acceleration has been obtained and entered), except a Default or Event of
Default in the payment of the principal of, premium, if any, or interest, if
any, on any Convertible Debt Security (and any acceleration resulting therefrom)
and certain other defaults.

MODIFICATION OF THE INDENTURES

The Indentures contain provisions permitting the Company and the Trustee to
enter into one or more supplemental indentures without the consent of the
holders of any of the Convertible Debt Securities in order (i) to evidence the
succession of another corporation to the Company and the assumption of the
covenants of the Company by a successor; (ii) to add to the covenants of the
Company or surrender any right or power of the Company; (iii) to add additional
Events of Default with respect to any series; (iv) to add or change any
provisions to such extent as necessary to permit or facilitate the issuance of
Convertible Debt Securities in bearer form or in global form; (v) under certain
circumstances to add to, change or eliminate any provision affecting Convertible
Debt Securities not yet issued; (vi) to secure the Convertible Debt Securities;
(vii) to establish the form or terms of Convertible Debt Securities; (viii) to
evidence and provide for successor Trustees; (ix) if allowed without penalty
under applicable laws and regulations, to permit payment in respect of
Convertible Debt Securities in bearer form in the United States; (x) to correct
or supplement any inconsistent provisions or to make any other provisions with
respect to matters or questions arising under the Indentures, provided that such
action does not adversely affect the interests of any holder of Convertible Debt
Securities of any series issued under such Indentures in any material respect;
or (xi) to cure any ambiguity or correct any mistake.

The Indentures also contain provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the outstanding Convertible Debt Securities of each series affected by
such supplemental indenture, to execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the Indentures
or any supplemental indenture or modifying the rights of the holders of
Convertible Debt Securities of such series, except that no such supplemental
indenture may, without the consent of the holder of each Convertible Debt
Security so affected, (i) change the time for payment of principal or interest
on any Convertible Debt Security; (ii) reduce the principal of, or any
installment of principal of, or interest on any Convertible Debt Security; (iii)
reduce the amount of premium, if any, payable upon the redemption of any
Convertible Debt Security; (iv) reduce the amount of principal payable upon
acceleration of the maturity of an Original Issue Discount Convertible Debt
Security;

48
<PAGE> 50

(v) change the coin or currency in which any Convertible Debt Security or any
premium or interest thereon is payable; (vi) impair the right to institute suit
for the enforcement of any payment on or with respect to any Convertible Debt
Security; (vii) modify the provisions of the Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders; (viii)
reduce the percentage in principal amount of the outstanding Convertible 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; (ix)
change the obligation of the Company to maintain an office or agency in the
places and for the purposes specified in the Indentures; or (x) modify any of
the foregoing provisions.

DEFEASANCE

If indicated in the applicable Prospectus Supplement, the Company may elect
either (i) to defease and be discharged from any and all obligations with
respect to the Convertible Debt Securities of or within any series (except as
described below) ("defeasance") or (ii) to be released from its obligations with
respect to certain covenants applicable to the Convertible Debt Securities of or
within any series ("covenant defeasance"), upon the deposit with the Trustee for
such series (or other qualifying trustee), in trust for such purpose, of money
and/or Government Obligations which through the payment of principal and
interest in accordance with their terms will provide money in the amount
sufficient to pay the principal of and any premium or interest on such
Convertible Debt Securities to Maturity or redemption, as the case may be, and
any mandatory sinking fund or analogous payments thereon. Upon the occurrence of
a defeasance, the Company will be deemed to have paid and discharged the entire
indebtedness represented by such Convertible Debt Securities and any coupons
appertaining thereto and to have satisfied all of its other obligations under
such Convertible Debt Securities and any coupons appertaining thereto (except
for (i) the right of holders of such Convertible Debt Securities to receive,
solely from the trust funds deposited to defease such Convertible Debt
Securities, payments in respect of the principal of, premium, if any, and
interest, if any, on such Convertible Debt Securities or any coupons
appertaining thereto when such payments are due and (ii) certain other
obligations as provided in the Indentures). Upon the occurrence of a covenant
defeasance, the Company will be released only from its obligations to comply
with certain covenants contained in the Indentures relating to such Convertible
Debt Securities, will continue to be obligated in all other respects under such
Convertible Debt Securities and will continue to be contingently liable with
respect to the payment of principal, interest, if any, and premium, if any, with
respect to such Convertible Debt Securities.

Unless otherwise specified in the applicable Prospectus Supplement and
except as described below, the conditions to both defeasance and covenant
defeasance are as follows: (i) such defeasance or covenant defeasance must not
result in a breach or violation of, or constitute a Default or Event of Default
under, the Indentures, or result in a breach or violation of, or constitute a
default under, any other material agreement or instrument of the Company; (ii)
certain bankruptcy related Defaults or Events of Default with respect to the
Company must not have occurred and be continuing during the period commencing on
the date of the deposit of the trust funds to defease such Convertible Debt
Securities and ending on the 91st day after such date; (iii) the Company must
deliver to the Trustee an Opinion of Counsel to the effect that the holders of
such Convertible Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts and in
the same manner and at all the same times as would have been the case if such
defeasance or covenant defeasance had not occurred (such Opinion of Counsel, in
the case of defeasance, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring after
the date of the Indentures); (iv) the Company must deliver to the Trustee an
Officers' Certificate and an Opinion of Counsel with respect to compliance with
the conditions precedent to such defeasance or covenant defeasance and with
respect to certain registration requirements under the Investment Company Act of
1940, as amended; and (v) any additional conditions to such defeasance or
covenant defeasance which may be imposed on the Company pursuant to the
Indentures. The Indentures require that a nationally recognized firm of
independent public accountants deliver to the Trustee a written certification as
to the sufficiency of the trust funds deposited for the defeasance or covenant
defeasance of such Convertible Debt Securities. The Indentures do not provide
the holders of such Convertible Debt Securities with recourse against such firm.
If indicated in the applicable Prospectus Supplement, in addition to obligations
of the United States or an

49
<PAGE> 51

agency or instrumentality thereof, Government Obligations may include
obligations of the government or an agency or instrumentality of the government
issuing the currency in which Convertible Debt Securities of such series are
payable. As described above, in the event of a covenant defeasance, the Company
remains contingently liable with respect to the payment of principal, interest,
if any, and premium, if any, with respect to the Convertible Debt Securities.

The Company may exercise its defeasance option with respect to such
Convertible Debt Securities notwithstanding its prior exercise of its covenant
defeasance option. If the Company exercises its defeasance option, payment of
such Convertible Debt Securities may not be accelerated because of a Default or
an Event of Default. If the Company exercises its covenant defeasance option,
payment of such Convertible Debt Securities may not be accelerated by reason of
a Default or an Event of Default with respect to the covenants to which such
covenant defeasance is applicable. However, if such acceleration were to occur,
the realizable value at the acceleration date of the money and Government
Obligations in the defeasance trust could be less than the principal and
interest then due on such Convertible Debt Securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flow rather than
market value, which will vary depending upon interest rates and other factors.

The applicable Prospectus Supplement may further describe the provisions,
if any, applicable to defeasance or covenant defeasance with respect to the
Convertible Debt Securities of a particular series.

THE TRUSTEE

The First National Bank of Chicago is the Trustee under the Indentures.

DESCRIPTION OF WARRANTS

The Company may issue Warrants for the purchase of Comon Stock or Series B
Common Stock of the Company. Warrants may be issued together with or separately
from any such securities of the Company and, if issued together with any of such
securities, may be attached to or separate from such securities. The Warrants
are to be issued under one or more separate Warrant Agreements (a "Warrant
Agreement") to be entered into between the Company and a Warrant Agent, all as
set forth in the Prospectus Supplement relating to the particular issue of
Warrants. The Warrant Agent will act solely as an agent of the Company in
connection with the Warrants and will not assume any obligation or relationship
of agency or trust for or with any holders of Warrants or beneficial owners of
Warrants. The statements herein relating to the Warrants and the Warrant
Agreements are summaries and reference is made to the detailed provisions of the
Warrant Agreements. A form of Warrant Agreement will be filed as an exhibit to
or incorporated by reference in the Registration Statement.

GENERAL

If Warrants are offered, reference is made to the applicable Prospectus
Supplement for a description of the specific terms of the Warrants being offered
thereby, including (i) the specific designation and aggregate number of such
Warrants, (ii) the offering price and the currency or composite currencies for
which Warrants may be purchased, (iii) the designation and aggregate amount of
Common Stock or Series B Common Stock of the Company purchasable upon exercise
of the Warrants, (iv) if applicable, the designation and terms of the securities
with which the Warrants are issued and the number of Warrants issued with the
minimum denomination or number of shares of each such security, (v) if
applicable, the date on and after which the Warrants and the related securities
will be separately transferable, (vi) the amount of Common Stock or Series B
Common Stock of the Company purchasable upon exercise of one Warrant and the
price or the manner of determining the price and currency or composite
currencies or other consideration for which any such securities may be purchased
upon such exercise, (vii) the date on which the right to exercise the Warrants
shall commence and the date on which such right shall expire (the "Expiration
Date"), (viii) the terms of any mandatory or optional redemption by the Company,
(ix) certain Federal income tax consequences, (x) whether the certificates for
Warrants will be issued in registered or unregistered form, and

50
<PAGE> 52

(xi) any other special terms pertaining to such Warrants. Unless otherwise
specified in the applicable Prospectus Supplement, the Warrants will not be
listed on any securities exchange.

Warrant certificates may be exchanged for new Warrant certificates of
different denominations, may (if in registered form) be presented for
registration of transfer and exchange and may be exercised at an office or
agency of the Warrant Agent maintained for that purpose (the "Warrant Agent
Office"). No service charge will be made for any transfer or exchange of Warrant
certificates, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. Prior to
the exercise of their Warrants, holders of Warrants will not have any of the
rights of holders of any securities purchasable upon such exercise.

The Warrant Agent will act solely as an agent of the Company in connection
with the Warrants and will not assume any obligation or relationship of agency
or trust for or with any holders of Warrants or beneficial owners of Warrants.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder to purchase such amount of other
securities of the Company at such exercise price, for such consideration and
during such period or periods as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time during such period up to 5:00 P.M. New York City
time on the Expiration Date set forth in the Prospectus Supplement relating to
such Warrants. After the close of business on the Expiration Date (or such later
date to which such Expiration Date may be extended by the Company), unexercised
Warrants will become void.

Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the applicable Prospectus Supplement of the amount required to
purchase the Common Stock or Series B Common Stock of the Company purchasable
upon such exercise together with certain information set forth on the reverse
side of the Warrant certificate. Unless otherwise provided in the applicable
Prospectus Supplement, upon receipt of such payment and the Warrant certificate
properly completed and duly executed at the Warrant Agent Office or any other
office or agency indicated in the applicable Prospectus Supplement, the Company
will, as soon as practicable, issue and deliver the Common Stock or Series B
Common Stock of the Company purchasable upon such exercise. If fewer than all of
the Warrants represented by such Warrant certificate are exercised, a new
Warrant certificate will be issued for the amount of unexercised Warrants.

MODIFICATION OF WARRANT AGREEMENTS

The Warrant Agreements contain a provision permitting the Company and the
Warrant Agent, without the consent of any Warrantholder, to supplement or amend
the Warrant Agreement in order to cure any ambiguity, and to correct or
supplement any provision contained therein which may be defective or
inconsistent with any other provisions or to make other provisions in regard to
matters or questions arising thereunder which the Company and the Warrant Agent
may deem necessary or desirable and which do not adversely affect the interests
of the Warrantholders.

PLAN OF DISTRIBUTION

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

The Offered Securities may be sold at a fixed price or prices, which may be
changed, or at prices related to prevailing market prices or at negotiated
prices. The Company also may offer and sell the Offered Securities to one or
more persons in privately negotiated transactions or in open market
transactions. The newly issued Offered Securities in such cases may be offered
pursuant to this Prospectus and the applicable Prospectus Supplement by such
persons, acting as principal for their own accounts, at market prices prevailing
at the time of sale, at prices otherwise negotiated, or at fixed prices. Dealer
trading may take place in certain of the

51
<PAGE> 53

Offered Securities, including Offered Securities not listed on any securities
exchange. The Company also may, from time to time, authorize underwriters acting
as the Company's agents to offer and sell the Offered Securities upon the terms
and conditions as shall be set forth in any Prospectus Supplement. In connection
with the sale of Offered Securities, underwriters may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and also may receive commissions from purchasers of Offered
Securities for whom they may act as agent. Underwriters may sell Offered
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions (which may be changed from time to time) from the purchasers for
whom they may act as agent.

If a dealer is used directly by the Company in the sale of Offered
Securities in respect of which this Prospectus is delivered, the Company will
sell such Offered Securities to the dealer, as principal. The dealer may then
resell such Offered Securities to the public at varying prices to be determined
by such dealer at the time of resale. Any such dealer and the terms of any such
sale will be set forth in the Prospectus Supplement relating thereto.

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

Offers to purchase Offered Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto. Except as
set forth in the applicable Prospectus Supplement, no director, officer or
employee of the Company will solicit or receive a commission in connection with
direct sales by the Company of the Offered Securities, although such persons may
respond to inquiries by potential purchasers and perform ministerial and
clerical work in connection with any such direct sales.

Any underwriting compensation paid by the Company to underwriters, dealers
or agents in connection with the offering of Offered Securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in an applicable Prospectus Supplement. Underwriters,
dealers and agents participating in the distribution of the Offered 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 Offered Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements with the
Company, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act, and to
reimbursement by the Company for certain expenses.

Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company and its subsidiaries in the ordinary course of
business.

If so indicated in an applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Debt Securities or Convertible Debt Securities from the
Company at the public offering price set forth in such Prospectus Supplement
pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Institutions
with whom Contracts, when authorized, 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. Contracts will not be subject to any conditions
except (i) the purchase by an institution of Debt Securities or Convertible Debt
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject, and (ii) if the Debt Securities or Convertible Debt
Securities are being sold to underwriters, the Company shall have sold to such
underwriters Debt Securities or Convertible Debt Securities not covered by
Contracts. A commission

52
<PAGE> 54

indicated in the applicable Prospectus Supplement will be granted to
underwriters and agents soliciting purchases of Offered Securities pursuant to
Contracts accepted by the Company. Agents and underwriters will have no
responsibility in respect of the delivery or performance of Contracts.

The Offered Securities may or may not be listed on a national securities
exchange or approved for quotation on Nasdaq. If an underwriter or underwriters
are utilized in the sale of any Offered Securities, the applicable Prospectus
Supplement will contain a statement as to the intention, if any, of such
underwriters at the date of such Prospectus Supplement to make a market in the
Offered Securities. No assurances can be given that there will be a market for
the Offered Securities.

The place and time of delivery for the Offered Securities in respect of
which this Prospectus is delivered will be set forth in the applicable
Prospectus Supplement. Securities issuable upon exercise of Warrants will be
issued upon payment of the exercise price and otherwise in accordance with the
relevant terms applicable to such Warrants and described in the relevant
Prospectus Supplement.

LEGAL OPINIONS

The validity of the Securities offered hereunder will be passed upon for
the Company by Lionel, Sawyer & Collins, 300 S. 4th Street, Suite 1700, Las
Vegas, Nevada 89101. Certain legal matters in connection with this offering will
be passed upon for the Underwriters by the counsel named in the applicable
Prospectus Supplement.

EXPERTS

The consolidated financial statements of the Company as of March 31, 1995
and 1994 and for each of the years in the three-year period ended March 31, 1995
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1995 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
upon the authority of said firm as experts in auditing and accounting.

53
<PAGE> 55
======================================================

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE UNDERWRITERS, OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
PROSPECTUS
<S> <C>
Available Information.................. 2
Information Incorporated by
Reference............................ 2
Company Summary........................ 3
Risk Factors........................... 5
Use of Proceeds........................ 7
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ 7
Selected Consolidated Financial Data... 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 9
Business............................... 22
Shoen Litigation....................... 31
Description of Common Stock............ 35
Description of Series B Common Stock... 36
Description of Preferred Stock......... 36
Description of Debt Securities......... 38
Description of Convertible Debt
Securities........................... 43
Description of Warrants................ 50
Plan of Distribution................... 51
Legal Opinions......................... 53
Experts................................ 53
</TABLE>

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

AMERCO

LOGO

COMMON STOCK
SERIES B COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
WARRANTS

---------------------
PROSPECTUS
---------------------
, 1996

======================================================
<PAGE> 56

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee....................... $172,414
Printing and Engraving Expenses........................................... 20,000*
Listing Fees.............................................................. 17,500
Legal Fees and Expenses................................................... 90,000*
Accounting Fees and Expenses.............................................. 50,000*
Transfer Agent Fees....................................................... 2,500*
Other Expenses............................................................ 2,586*
--------
Total Expenses.................................................. $355,000*
========
</TABLE>

- ---------------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada General Corporation Law requires the Company to indemnify
officers and directors for any expenses incurred by any officer or director in
connection with any actions or proceedings, whether civil, criminal,
administrative, or investigative, brought against such officer or director
because of his or her status as an officer or director, to the extent that the
director or officer has been successful on the merits or otherwise in defense of
the action or proceeding. The Nevada General Corporation Law permits a
corporation to indemnify an officer or director, even in the absence of an
agreement to do so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in a manner in
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation and such indemnification is authorized by the
stockholders, by a quorum of disinterested directors, by independent legal
counsel in a written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors, or by independent legal counsel
in a written opinion if a quorum of disinterested directors cannot be obtained.
The Company's Restated Articles of Incorporation eliminate personal liability of
directors and officers, to the Company or its stockholders, for damages for
breach of their fiduciary duties as directors or officers, except for liability
(i) for acts or omissions that involve intentional misconduct, fraud, or a
knowing violation of law, or (ii) for the unlawful payment of dividends. In
addition, the Company's By-Laws provide that the Company shall indemnify, to the
fullest extent authorized or permitted by law, any person made, or threatened to
be made, a defendant in any threatened, pending, or completed action, suit, or
proceeding by reason of the fact that he or she was a director or officer of the
Company. The Company has also executed Indemnification Agreements that provide
that certain of the Company's directors and officers shall be indemnified and
held harmless by the Company to the fullest extent permitted by applicable law
or the Restated Articles of Incorporation or By-Laws of the Company. The Company
has established a trust fund with Harris Trust and Savings Bank as trustee in
order to fund its obligations under the Indemnification Agreements. The Company
has agreed to maintain a minimum balance in the trust fund of $1,000,000. The
Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law. The Nevada General Corporation Law
also provides that indemnification of directors is not permitted for the
unlawful payment of distributions, except for those directors registering their
dissent to the payment of the distribution.

II-1
<PAGE> 57
ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
1.1 Form of Underwriting Agreement for Common Stock+
1.2 Form of Underwriting Agreement for Series B Common Stock+
1.3 Form of Underwriting Agreement for Preferred Stock+
1.4 Form of Underwriting Agreement for Debt Securities
1.5 Form of Underwriting Agreement for Convertible Debt Securities+
2.1 Order Confirming Plan
2.2 Second Amended and Restated Debtor's Plan of Reorganization Proposed by Edward J. Shoen
4.1 Form of Debt Securities Indenture
4.2 Form of Convertible Senior Indenture
4.3 Form of Convertible Subordinated Indenture
4.4 Form of Debt Securities+
4.5 Form of Convertible Senior Debt Securities+
4.6 Form of Convertible Subordinated Debt Securities+
4.7 Form(s) of Supplemental Indenture relating to Debt Securities+
4.8 Form(s) of Supplemental Indenture relating to Convertible Senior Debt Securities+
4.9 Form(s) of Supplemental Indenture relating to Convertible Subordinated Debt Securities+
4.10 Form of Warrant Agreement+
4.11 Restated Articles of Incorporation(1)
4.12 Form of Stock Certificate for Common Stock+
4.13 Form of Stock Certificate for Series B Common Stock+
4.14 Form of Stock Certificate for Preferred Stock+
4.15 Certificate of Designation for Preferred Stock+
4.16 Restated By-Laws of AMERCO dated August 15, 1995(2)
5 Opinion re Legality
12 Statement re Computation of Ratios*
23.1 Consent of Independent Accountants
23.2 Consent of Lionel, Sawyer & Collins (included in Exhibit 5)
24 Power of Attorney (included on signature page of Registration Statement)
26.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Citibank, N.A., as Trustee under the Debt Securities Indenture
26.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the Convertible
Senior Indenture and the Convertible Subordinated Indenture
28 Information from Reports Furnished to State Insurance Regulatory Authorities(3)
</TABLE>
- ---------------
* Previously filed.
+ To be filed by means of Form 8-K.

(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1992, File No. 0-7862.

(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995, File No. 0-7862.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1995, File No. 0-7862.

II-2
<PAGE> 58

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 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.

(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 such filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in 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 under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this 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.

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

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 in 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 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> 59
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 15th day of April, 1996.

AMERCO

By: /s/ EDWARD J. SHOEN
------------------------------------
Edward J. Shoen
Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
------------------ ----- ----
<S> <C> <C>
/s/ EDWARD J. SHOEN Chairman of the Board and April 15, 1996
- ------------------------------------------ President (Principal
Edward J. Shoen executive officer)

* Treasurer (Principal April 15, 1996
- ------------------------------------------ financial and accounting
Gary B. Horton officer)

* Director April 15, 1996
- ------------------------------------------
Mark V. Shoen

* Director April 15, 1996
- ------------------------------------------
James P. Shoen

* Director April 15, 1996
- ------------------------------------------
William E. Carty

* Director April 15, 1996
- ------------------------------------------
John M. Dodds

* Director April 15, 1996
- ------------------------------------------
Charles J. Bayer

* Director April 15, 1996
- ------------------------------------------
Richard J. Herrera

* Director April 15, 1996
- ------------------------------------------
Aubrey K. Johnson

By: /s/ EDWARD J. SHOEN
- ------------------------------------------
* Edward J. Shoen
(Attorney-in-fact)
</TABLE>

<PAGE> 60
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE
------- -----
<S> <C>
1.1 Form of Underwriting Agreement for Common Stock+
1.2 Form of Underwriting Agreement for Series B Common Stock+
1.3 Form of Underwriting Agreement for Preferred Stock+
1.4 Form of Underwriting Agreement for Debt Securities
1.5 Form of Underwriting Agreement for Convertible Debt Securities+
2.1 Order Confirming Plan
2.2 Second Amended and Restated Debtor's Plan of Reorganization Proposed
by Edward J. Shoen
4.1 Form of Debt Securities Indenture
4.2 Form of Convertible Senior Indenture
4.3 Form of Convertible Subordinated Indenture
4.4 Form of Debt Securities+
4.5 Form of Convertible Senior Debt Securities+
4.6 Form of Convertible Subordinated Debt Securities+
4.7 Form(s) of Supplemental Indenture relating to Debt Securities+
4.8 Form(s) of Supplemental Indenture relating to Convertible Senior
Debt Securities+
4.9 Form(s) of Supplemental Indenture relating to Convertible
Subordinated Debt Securities+
4.10 Form of Warrant Agreement+
4.11 Restated Articles of Incorporation(1)
4.12 Form of Stock Certificate for Common Stock+
4.13 Form of Stock Certificate for Series B Common Stock+
4.14 Form of Stock Certificate for Preferred Stock+
4.15 Certificate of Designation for Preferred Stock+
4.16 Restated By-Laws of AMERCO dated August 15, 1995(2)
5 Opinion re Legality
12 Statement re Computation of Ratios*
23.1 Consent of Independent Accountants
23.2 Consent of Lionel, Sawyer & Collins (included in Exhibit 5)
24 Power of Attorney (included on signature page of Registration Statement)
26.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Citibank, N.A., as Trustee under the Debt
Securities Indenture
26.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The First National Bank of Chicago, as Trustee
under the Convertible Senior Indenture and the Convertible
Subordinated Indenture
28 Information from Reports Furnished to State Insurance Regulatory
Authorities(3)
</TABLE>
- ---------------
* Previously filed.
+ To be filed by means of Form 8-K.

(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1992, File No. 0-7862.

(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995, File No. 0-7862.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1995, File No. 0-7862.
<PAGE> 61
APPENDIX A

DESCRIPTION OF GRAPHIC MATERIAL

<TABLE>
<S> <C> <C>
1. Location: Outside Front and Back Covers of Prospectus

Item: Company Logo

Description: Registered Logo U-Haul International, Inc.

2. Location: Page 4 of the Prospectus

Item: Corporate Structure

Description: A chart showing the corporate structure of the Company and its major
subsidiaries. The chart shows the Company on top, above its three
principal subsidiaries; Ponderosa Holdings, Inc., U-Haul International,
Inc., and Amerco Real Estate Company situated horizontally beside one
another. Directly below Ponderosa Holdings, Inc. are its subsidiaries,
Oxford Life Insurance Company and Republic Western Insurance Company,
situated horizontally beside one another.
</TABLE>

<PAGE> 1
EXHIBIT 1.4

AMERCO

Debt Securities

Underwriting Agreement

New York, New York
__________, 199_

To the Representatives
named in Schedule I
hereto of the
Underwriters
named in
Schedule II hereto

Dear Sirs:

AMERCO, a Nevada corporation (the "Company"), the direct or
indirect parent company of, among others, Amerco Real Estate Company, a Nevada
corporation, U-Haul International, Inc., a Nevada corporation, Ponderosa
Holdings, Inc., a Nevada corporation, Oxford Life Insurance Company, an Arizona
corporation, Republic Western Insurance Company, an Arizona corporation, and
U-Haul Leasing and Sales Co., a Nevada corporation, proposes to sell to the
underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, the principal amount of its
securities identified in Schedule I hereto (the "Securities"), to be issued
under an indenture (the "Indenture") dated as of April , 1996, between the
Company and Citibank, N.A., as trustee (the "Trustee"). If the firm or firms
listed in Schedule II hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives", as used herein,
shall each be deemed to refer to such firm or firms.

1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.

(a) If the offering of the Securities is a Delayed Offering
(as specified in Schedule I hereto), paragraph (i) below is applicable
and, if the offering of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.

(i) The Company meets the requirements for the use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (the
file number of which is set forth in Schedule I hereto) on
such Form, including a basic prospectus, for registration
under the Act of the offering and sale of the Securities. The
Company may have filed one or more amendments thereto, and may
have used a Preliminary Final Prospectus, each of which has
previously been furnished to you. Such registration statement,
as so amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the Basic
Prospectus may not include all the information with respect to
the Securities and the offering thereof required by the Act
and the rules thereunder to be included in the Final
Prospectus, the Basic Prospectus includes all such information
required by the Act and the rules thereunder to be included
therein as of the Effective Date. The Company will next file
with the Commission pursuant to Rules 415 and 424(b)(2) or (5)
a final supplement to the form of prospectus included in such
registration statement relating to the Securities and the
offering thereof. As filed, such final prospectus supplement
shall include all required information with respect to
the Securities and the offering thereof and, except to the
extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form
furnished to
<PAGE> 2
you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Final
Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.

(ii) The Company meets the requirements for the use
of Form S-3 under the Act and has filed with the Commission a
registration statement (the file number of which is set forth
in Schedule I hereto) on such Form, including a basic
prospectus, for registration under the Act of the offering and
sale of the Securities. The Company may have filed one or more
amendments thereto, including a Preliminary Final Prospectus,
each of which has previously been furnished to you. The
Company will next file with the Commission either (x) a final
prospectus supplement relating to the Securities in accordance
with Rules 430A and 424(b)(1) or (4), or (y) prior to the
effectiveness of such registration statement, an amendment to
such registration statement, including the form of final
prospectus supplement. In the case of clause (x), the Company
has included in such registration statement, as amended at the
Effective Date, all information (other than Rule 430A
Information) required by the Act and the rules thereunder to
be included in the Final Prospectus with respect to the
Securities and the offering thereof. As filed, such final
prospectus supplement or such amendment and form of final
prospectus supplement shall contain all Rule 430A Information,
together with all other such required information, with
respect to the Securities and the offering thereof and, except
to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent
not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Final
Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.

(b) On the Effective Date, the Registration Statement did or
will, and when the Final Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act, the Securities
Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act
of 1939 (the "Trust Indenture Act") and the respective rules
thereunder; on the Effective Date, the Registration Statement did not
or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the Effective
Date and on the Closing Date the Indenture did or will comply in all
material respects with the requirements of the Trust Indenture Act and
the rules thereunder; and, on the Effective Date, the Final Prospectus,
if not filed pursuant to Rule 424(b), did not or will not, and on the
date of any filing pursuant to Rule 424(b) and on the Closing Date, the
Final Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration Statement or
the Final Prospectus (or any supplement thereto) in reliance upon and
in conformity with information furnished in writing to the Company by
or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Final
Prospectus (or any supplement thereto).

(c) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective and each
date after the date hereof on which a document incorporated by
reference in the Registration Statement is filed. "Execution Time"
shall mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall mean the
prospectus referred to in paragraph (a) above contained in the
Registration Statement at the Effective Date including, in the case of
a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary
Final Prospectus" shall mean any preliminary prospectus supplement to
the Basic Prospectus which describes the Securities and the offering
thereof and is used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement relating to the
Securities that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus or, if, in the case
of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is
required, shall mean the form of final
<PAGE> 3
prospectus relating to the Securities, including the Basic Prospectus,
included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement referred
to in paragraph (a) above, including incorporated documents, exhibits
and financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter defined),
shall also mean such registration statement as so amended. Such term
shall include any Rule 430A Information deemed to be included therein
at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424",
"Rule 430A" and "Regulation S-K" refer to such rules or regulation
under the Act. "Rule 430A Information" means information with respect
to the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may be, deemed to
be incorporated therein by reference. A "Non-Delayed Offering" shall
mean an offering of securities which is intended to commence promptly
after the effective date of a registration statement, with the result
that, pursuant to Rules 415 and 430A, all information (other than Rule
430A Information) with respect to the securities so offered must be
included in such registration statement at the effective date thereof.
A "Delayed Offering" shall mean an offering of securities pursuant to
Rule 415 which does not commence promptly after the effective date of a
registration statement, with the result that only information required
pursuant to Rule 415 need be included in such registration statement at
the effective date thereof with respect to the securities so offered.
Whether the offering of the Securities is a Non-Delayed Offering or a
Delayed Offering shall be set forth in Schedule I hereto.

(d) Price Waterhouse LLP, whose report is incorporated by
reference in the Final Prospectus, are independent certified public
accountants as required by the Act. The financial statements and
schedules (including the related notes and supporting schedules)
included or incorporated by reference in the Registration Statement and
the Final Prospectus present fairly the financial condition, results of
operations and changes in financial condition of the entities purported
to be shown thereby at the dates and for the periods indicated and have
been prepared in accordance with generally accepted accounting
principles.

(e) Each of the Company and its subsidiaries has been duly
organized and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its organization, with full power
and authority (corporate and other) to own or lease its properties and
conduct its business as described in the Final Prospectus and is duly
qualified to do business and is in good standing in each jurisdiction
in which the character of the business conducted by it or the location
of the properties owned or leased by it make such qualification
necessary, except where the failure to so qualify would not have a
material adverse effect on the condition (financial or other), results
of operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole.

(f) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes the valid and binding
agreement of the Company, and is enforceable against the Company in
accordance with its terms.

(g) Except as described in or contemplated by the Final
Prospectus, there has not been any material adverse change, in, or
adverse development which materially affects, the condition (financial
or other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole, from the date as of
which information is given in the Final Prospectus.

(h) Neither the Company nor any of its subsidiaries is, or
with the giving of notice or lapse of time or both would be, in
violation of or in default under the articles or certificate of
incorporation or by-laws of the Company or any of its subsidiaries, or
any bond, debenture, note or any other evidence of indebtedness or any
indenture, mortgage, deed of trust or other material agreement or
instrument to which the Company
<PAGE> 4
or any of its subsidiaries is a party or by which it or any of them is
bound, or to which any of their properties is subject, where the effect
of such violation or default would have a material adverse effect on
the condition (financial or other), results of operations, assets,
business or prospects of the Company and its subsidiaries taken as a
whole. The execution and delivery of, the fulfillment of, and the
consummation of the transactions contemplated by this Agreement, the
Securities and the Indenture will not conflict with or constitute a
breach of, or default (with the passage of time or otherwise) under, or
result in the imposition of a lien on any properties of the Company or
any of its subsidiaries, or an acceleration of indebtedness pursuant
to, the articles or certificate of incorporation or by-laws of the
Company or any of its subsidiaries, or any bond, debenture, note or any
other evidence of indebtedness of any indenture, mortgage, deed of
trust or other material agreement or instrument to which the Company or
any of its subsidiaries is a party or by which it or any of them is
bound, or to which any of the property or assets of the Company or any
of its subsidiaries is subject, or any law, rule, administrative
regulation, order or decree of any court or any governmental agency or
body having jurisdiction over the Company, any of its subsidiaries or
any of their respective properties. Except for the orders of the
Commission declaring the Registration Statement effective under the Act
and permits and similar authorizations required under the securities or
"Blue Sky" laws of certain jurisdictions, no consent, approval,
authorization or order of any court, governmental agency or body or
financial institution is required in connection with the consummation
of the transactions contemplated by this Agreement, the Securities and
the Indenture.

(i) Subsequent to the respective dates as of which information
is given in the Registration Statement, any Preliminary Final
Prospectus and Final Prospectus and prior to the Closing Date, neither
the Company nor any of its subsidiaries has incurred or will have
incurred any liabilities or obligations for borrowed money, direct or
contingent, or entered into any transactions, not in the ordinary
course of business and material to the business of the Company and its
subsidiaries taken as a whole.

(j) The Company and each of its subsidiaries owns, or has
valid rights to use in the manner currently used or proposed to be
used, all items of real and personal property which are material and
which they reasonably believe are necessary to the business of the
Company and its subsidiaries taken as a whole (including without
limitation all U-Haul Centers, manufacturing facilities, assembly
facilities and service centers described or referred to in the Final
Prospectus), free and clear of all liens, encumbrances and claims which
may materially interfere with the use thereof or have a material
adverse effect on the condition (financial or other), results of
operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole.

(k) Except as described in the Final Prospectus, there is no
litigation or governmental proceeding to which the Company or any of
its subsidiaries is a party or to which any property of the Company or
any of its subsidiaries is subject or which is pending or, to the
knowledge of the Company, contemplated against the Company or any of
its subsidiaries which might result in any material adverse change in
the condition (financial or other), results of operations, assets,
business or prospects of the Company and its subsidiaries taken as a
whole.

(l) Neither the Company nor any of its subsidiaries is in
violation of any law, ordinance, governmental rule or regulation or
court decree to which it may be subject which violation might have a
material adverse effect on the condition (financial or other), results
of operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole.

(m) All licenses, permits or registrations required for the
business of the Company and each of its subsidiaries, as presently
conducted and proposed to be conducted, under any federal, state or
local laws, regulations or ordinances (including those related to
consumer protection, protection of the environment, and regulation of
franchising) have been obtained or made, other than any such licenses,
permits or registrations which the failure to obtain or make, either
individually or in the aggregate, do not materially and adversely
affect, and will not materially and adversely affect, the condition
(financial or other), results of operations, assets, business or
prospects of the Company and its subsidiaries taken as a whole, and
each of the Company and its subsidiaries is in compliance therewith.

(n) Except as disclosed in the Final Prospectus, the Company
and its subsidiaries comply in all material respects with all
Environmental Laws (as defined below) (except to the extent that
failure to comply with such Environmental Laws could not have a
material adverse effect on the condition (financial
<PAGE> 5
or other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole). Except as disclosed in
the Final Prospectus, neither the Company nor any of its subsidiaries
is the subject of any pending or threatened federal, state or local
investigation evaluating whether any remedial action by the Company or
any of its subsidiaries is needed to respond to a release of any
Hazardous Materials (as defined below) into the environment, resulting
from the Company's or any of its subsidiaries' business properties or
assets or is in contravention of any Environmental Law that could have
a material adverse effect on the condition (financial or other),
results of operations, assets, business or prospects of the Company and
its subsidiaries taken as a whole. Except as disclosed in the Final
Prospectus, neither the Company nor any of its subsidiaries has
received any notice or claim, nor are there pending or threatened
lawsuits against them, with respect to violations of any Environmental
Law or in connection with any release of any Hazardous Material into
the environment that, in the aggregate, if the subject of any
unfavorable decision, ruling or finding, could have a material adverse
effect on the condition (financial or other), results of operations,
assets, business or prospects of the Company and its subsidiaries taken
as a whole. As used herein, "Environmental Laws" means any federal,
state or local law, regulation, permit, rule or order of any
governmental authority, administrative body or court applicable to the
Company's or any of its subsidiaries' business operations or ownership
or possession of any of their properties or assets relating to
environmental matters, and "Hazardous Materials" means those substances
that are regulated by or form the basis of liability under any
Environmental Laws.

(o) The Company has all of the requisite corporate power and
authority to execute, issue and deliver the Securities and to incur and
perform its obligations provided for therein; the Securities have been
duly authorized by the Company and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters as provided for in this Agreement, will
have been duly executed, authenticated (assuming due authentication by
the Trustee), issued and delivered and will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their
terms; and the Securities conform in all material respects to the
description thereof contained in the Final Prospectus.

(p) The Company has all of the requisite corporate power and
authority to execute and deliver the Indenture and to perform its
obligations provided for therein; the Indenture has been duly
authorized, executed and delivered by the Company and has been duly
qualified under the Trust Indenture Act, will be substantially in the
form heretofore delivered to the Representatives and assuming due
execution and delivery by the Trustee, will constitute a legal, valid
and binding obligation of the Company enforceable against the Company
in accordance with its terms; and the Indenture conforms in all
material respects to the description thereof contained in the Final
Prospectus.

2. Purchase and Sale. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase price
set forth in Schedule I hereto the principal amount of the Securities set forth
opposite such Underwriter's name in Schedule II hereto, except that, if Schedule
I hereto provides for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities to be purchased by
the Underwriters shall be as set forth in Schedule II hereto less the respective
amounts of Contract Securities determined as provided below. Securities to be
purchased by the Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called "Contract Securities".

If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the
form of Schedule III hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make such arrangements
and, as compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the percentage set forth
in Schedule I hereto of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate principal amount of
Contract Securities may not exceed the maximum aggregate principal amount set
forth in Schedule I
<PAGE> 6
hereto. The Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts. The principal amount of
Securities to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same proportion to the
total principal amount of Contract Securities as the principal amount of
Securities set forth opposite the name of such Underwriter bears to the
aggregate principal amount set forth in Schedule II hereto, except to the extent
that you determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all Underwriters shall
be the aggregate principal amount set forth in Schedule II hereto less the
aggregate principal amount of Contract Securities.

3. Delivery and Payment. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the time specified in
Schedule I hereto (or such later date not later than five business days after
such specified date as the Representatives shall designate), which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 8 hereof (such date and time of delivery and payment for the
Underwriters' Securities being herein called the "Closing Date"). Delivery of
the Underwriters' Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company [by certified or official bank check or checks
drawn on or by a New York Clearing House bank and payable in next day funds] [in
same day funds in which case the Company will reimburse you for your cost of
obtaining such funds]. Delivery of the Underwriters' Securities shall be made at
such location as the Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment for the Securities shall
be made at the office specified in Schedule I hereto. Certificates for the
Underwriters' Securities shall be registered in such names and in such
denominations as the Representatives may request not less than three full
business days in advance of the Closing Date.

The Company agrees to have the Underwriters' Securities
available for inspection, checking and packaging by the representatives in New
York, New York, not later than 1:00 PM on the business day prior to the Closing
Date.

4. Agreements. The Company agrees with the several
Underwriters that:

(a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, to become effective. Prior to the termination of the
offering of the Securities, the Company will not file any amendment of
the Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basis Prospectus
unless the Company has furnished you a copy for your review prior to
filing and will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing sentence, the
Company will cause the Final Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Representatives of such
timely filing. The Company will promptly advise the Representatives (i)
when the Registration Statement, if not effective at the Execution
Time, and any amendment thereto, shall have become effective, (ii) when
the Final Prospectus, and any supplement thereto, shall have been filed
with the Commission pursuant to Rule 424(b), (iii) when, prior to
termination of the offering of the Securities, any amendment to the
Registration Statement shall have been filed or become effective, (iv)
of any request by the Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi)
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will (i) prepare and
file with the
<PAGE> 7
Commission, subject to the second sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such statement
or omission or effect such compliance and (ii) supply any supplemented
prospectus to you in such quantities as you may reasonably request.

(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.

(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or
other production of all documents relating to the offering.

(e) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as the
Representatives may designate, will maintain such qualifications in
effect so long as required for the distribution of the Securities, and
will pay the fee of the National Association of Securities Dealers,
Inc., in connection with any review of the offering.

(f) Until the business date set forth on Schedule I hereto,
the Company will not, without the consent of the Representatives,
offer, sell or contract to sell, or otherwise dispose of, directly or
indirectly, or announce the offering of, any debt securities issued or
guaranteed by the Company (other than the Securities).

(g) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and
the Company further agrees that if it commences engaging in business
with the government of Cuba or with any person or affiliate located in
Cuba after the date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission or with the
Florida Department of Banking and Finance (the "Department"), whichever
date is later, or if the information reported in the Prospectus, if
any, concerning the Company's business with Cuba or with any person or
affiliate located in Cuba changes in any material way, the Company will
provide the Department notice of such business or change, as
appropriate, in a form acceptable to the Department.

(h) The Company shall take such steps as shall be necessary to
ensure that neither the Company nor any subsidiary shall become an
"investment company" within the meaning of such term under the
Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.

(i) Whether or not this Agreement becomes effective or is
terminated or the sale of the Securities to the Underwriters is
consummated, the Company shall pay or cause to be paid (A) all expenses
(including any associated taxes) incurred in connection with the
authorization, issuance, sale and delivery to the several Underwriters
of the Securities, (B) all fees and expenses (including, without
limitation, fees and expenses of the Company's accountants and counsel,
but excluding fees and expenses of counsel for the Underwriters except
as set forth in clause (C) below or as otherwise agreed to by the
Company) in connection with the preparation, printing, filing, delivery
and shipping of the Registration Statement (including the financial
statements therein and all amendments and exhibits thereto), any
Preliminary Final Prospectus, the Final Prospectus and any amendments
or supplements thereto and any documents incorporated by reference into
any of the foregoing and the printing, delivery and shipping of this
Agreement and other underwriting documents, including, but not limited
to, Underwriters' Questionnaires, Underwriters' Power of Attorney, Blue
Sky Memoranda, Agreements Among Underwriters and Selected Dealer
Agreements and any legal investment survey, (C) all filing fees and
fees and disbursements of counsel to the Underwriters incurred in
connection with the qualification of the Securities under state
securities laws as provided in Section 4(e) hereof, (D) the filing fee
of the National Association of Securities Dealers, Inc., if any, and
fees and disbursements of counsel to the Underwriters in connection
with any review of the offering of the Securities is conducted by the
National Association of Securities Dealers, Inc., (E) any applicable
listing or other fees, (F) the cost and charges of the Trustee and any
transfer agent or registrar, (G) any fees payable to rating agencies in
connection with the rating of the
<PAGE> 8
Securities and (H) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed Delivery
Contracts for which provision is not otherwise made in this Section. It
is understood, however, that, except as provided in this Section 4(i)
and Section 6 hereof, each of the Underwriters shall pay all of its own
costs and expenses, including the fees of its counsel (except as set
forth in clause (C) above or as otherwise agreed to by the Company) and
any advertising expenses incurred in connection with any offers it may
make. If the sale of the Securities provided for herein is not
consummated by reason of acts of the Company pursuant to Section 9
hereof which prevent this Agreement from becoming effective, or by
reason of any failure, refusal or inability on the part of the Company
to perform any agreement on its part to be performed or because any
other condition of the Underwriters' obligations hereunder is not
fulfilled or if the Underwriters shall decline to purchase the
Securities for any reason permitted under this Agreement, the Company
shall reimburse each of the several Underwriters for all out-of-pocket
disbursements (including all fees and disbursements of counsel)
incurred by the Underwriters in connection with any investigation or
preparation made by them in respect of the marketing of the Securities
or in contemplation of the performance by them of their obligations
hereunder.

5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters' Securities shall
be subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Execution Time and the Closing Date, to
the accuracy of the statements of the Company made in any certificates pursuant
to the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM New York City time, on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or (ii)
12:00 Noon on the business day following the day on which the public
offering price was determined, if such determination occurred after
3:00 PM New York City time on such date; if filing of the Final
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.

(b) The Company shall have furnished to the Representatives
the opinion of Snell & Wilmer L.L.P., counsel for the Company, dated
the Closing Date, to the effect that:

(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Nevada, with full corporate power and
authority to own its properties and conduct its business as
described in the Final Prospectus, and is duly qualified to do
business as a foreign corporation and is in good standing
under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business;

(ii) the Company's authorized, issued and outstanding
capital stock is as set forth in the Final Prospectus; the
Securities conform to the description thereof contained in the
Final Prospectus; and, if the Securities are to be listed on
any securities exchange, authorization therefor has been
given, subject to official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a
preliminary listing application and all required supporting
documents with respect to the Securities with such securities
exchange and such counsel has no reason to believe that the
Securities will not be authorized for listing, subject to
official notice of issuance and evidence of satisfactory
distribution;

(iii) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly qualified
under the Trust Indenture Act, and constitutes a legal, valid
and binding instrument enforceable against the Company in
accordance with its terms, except that (a) the enforceability
thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (b) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceedings therefor may
<PAGE> 9
be brought; and the Securities have been duly authorized and,
when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by
the Underwriters pursuant to this Agreement, in the case of
the Underwriters' Securities, or by the purchasers thereof
pursuant to Delayed Delivery Contracts, in the case of any
Contract Securities, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture, except that (a) the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium,
or other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of
the court before which any proceedings therefor may be
brought;

(iv) to the best knowledge of such counsel, there is
no franchise, contract or other document of a character
required to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements included or
incorporated in the Final Prospectus describing any legal
proceedings or material contracts or agreements relating to
the Company fairly summarize such matters;

(v) the Registration Statement has become
effective under the Act; any required filing of the Basic
Prospectus, any Preliminary Final Prospectus and the Final
Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for
that purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus (other than
with respect to financial statements and other financial and
statistical information as to which such counsel need express
no opinion) comply as to form in all material respects with
the applicable requirements of the Act, the Exchange Act and
the Trust Indenture Act, and the respective rules thereunder;
and such counsel has no reason to believe that at the
Effective Date the Registration Statement (other than with
respect to financial statements and other financial and
statistical information as to which such counsel need express
no opinion) contained any untrue statement of a material fact
or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Final Prospectus (other than the
financial statements and other financial and statistical
information contained therein as to which such counsel need
express no opinion) at its date or at the Closing Date
included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(vi) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered
by the Company;

(vii) no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated herein or in
any Delayed Delivery Contracts, except such as have been
obtained under the Act and such as may be required under the
blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in such
opinion) as have been obtained;

(viii) neither the execution and delivery of the
Indenture, the issue and sale of the Securities, nor the
consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of any
Delayed Delivery Contracts will conflict with, result in a
breach or violation of, or constitute a default under any law
or the articles or certificate of incorporation or by-laws of
the Company or any of its subsidiaries or any bond, debenture,
note or any other evidence of indebtedness of any indenture,
mortgage, deed of trust or other material agreement or
instrument known to such counsel and to which the Company or
any of its subsidiaries is a party or bound or any judgment,
order or decree known to such counsel to be applicable to the
Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries; and

(ix) the Indenture conforms in all material respects
to the descriptions thereof contained in the Final Prospectus.
<PAGE> 10
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any jurisdiction
other than the State of Arizona, the State of Nevada or the United
States, to the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing believed to be reliable
and who are satisfactory to counsel for the Underwriters, (B) as to
matters involving the application of the laws of the State of Nevada
upon the opinion delivered pursuant to Section 5(c) hereof and (C) as
to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials. References to
the Final Prospectus in this paragraph (b) include any supplements
thereto at the Closing Date.

(c) You shall have received on the Closing Date an opinion of
(addressed to Snell & Wilmer and the Representatives) Lionel, Sawyer &
Collins, counsel for the Company, dated the Closing Date, to the effect
that each of the Company, Amerco Real Estate Company, a Nevada
Corporation, U-Haul International, Inc., a Nevada corporation and
Ponderosa Holdings, Inc., a Nevada corporation and U- Haul Leasing and
Sales Co., a Nevada corporation has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the jurisdiction in which it is chartered or organized, with full
corporate power and authority to own its properties and conduct its
business as described in the Final Prospectus.

In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any jurisdiction
other than the State of Nevada or the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters (B) as to matters
involving the laws of the State of Arizona upon an opinion of Snell &
Wilmer L.L.P. and (C) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and
public officials.

(d) You shall have received on the Closing Date an opinion
(addressed to the Representatives) of Gary V. Klinefelter, General
Counsel of the Company, dated the Closing Date to the effect that:

(i) each of the Company and its subsidiaries has been
duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it
is chartered or organized, with full corporate power and
authority to own its properties and conduct its business as
described in the Final Prospectus, and is duly qualified to do
business as a foreign corporation and is in good standing
under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business;

(ii) all the outstanding shares of capital stock of
each subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as
otherwise set forth in the Final Prospectus, all outstanding
shares of capital stock of the subsidiaries are owned by the
Company either directly or through wholly owned subsidiaries
free and clear of any perfected security interest, any other
security interests, claims, liens or encumbrances.

(iii) there is no pending or threatened action, suit
or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company or
any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements included or
incorporated in the Final Prospectus describing any legal
proceedings or material contracts or agreements relating to
the Company fairly summarize such matters;

(iv) neither the execution and delivery of the
Indenture, the issue and sale of the Securities, nor the
consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of any
Delayed Delivery Contracts will conflict with, result in a
breach or violation of, or constitute a default under any law
or the articles or certificate of incorporation or by-laws of
the Company or any of its subsidiaries or any bond, debenture,
note or any other evidence of indebtedness of any indenture,
mortgage, deed of trust or other material agreement or
instrument and to which the Company or any of its subsidiaries
is a party or bound or any judgment, order or decree to be
applicable to the Company or any of its subsidiaries of any

<PAGE> 11
court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or any
of its subsidiaries; and

(v) to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose
have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act, the Exchange Act and the
Trust Indenture Act, and the respective rules thereunder; and
such counsel has no reason to believe that at the Effective
Date the Registration Statement (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) contained any untrue statement of a material fact or
omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Final Prospectus (other than the
financial statements and other financial and statistical
information contained therein as to which such counsel need
express no opinion) at its date or at the Closing Date
included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances
under which they were made, not misleading;

(e) The Representatives shall have received from Milbank,
Tweed, Hadley & McCloy, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the issuance and sale
of the Securities, the Indenture, any Delayed Delivery Contracts, the
Registration Statement, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them
to pass upon such matters.

(f) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Final Prospectus, any supplement to the Final Prospectus and this
Agreement and that:

(i) the representations and warranties of the Company
in this Agreement are true and correct on and as of the
Closing Date with the same effect as if made on the Closing
Date and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for
that purpose have been instituted or, to the Company's
knowledge, threatened; and

(iii) since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any
supplement thereto), there has been no material adverse change
in the condition (financial or other), results of operations,
assets, business or properties of the Company and its
subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of any
supplement thereto).

(g) At the Execution Time and on the Closing Date, the Company
shall furnish a letter addressed to the Representatives, in form and
substance satisfactory to the Representatives, from Price Waterhouse
LLP, independent public accountants, containing the statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information relating to the Company contained or
incorporated by reference into the Registration Statement and the Final
Prospectus.

(h) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto), there shall not have been (i)
any change or decrease specified in the letter or letters referred to
in paragraph (g) of this Section 5 or (ii) any change, in or affecting
the business or properties of
<PAGE> 12
the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgement of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities
as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto).

(i) Subsequent to the Executive Time, there shall not have
been any decrease in the rating of any of the Company's debt securities
by any "nationally recognized statistical rating organization" (as
defined for purpose of Rule 436(g) under the Act) or any notice given
of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction
of the possible change.

(j) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request.

(k) The Company shall have accepted Delayed Delivery Contracts
in any case where sales of Contract Securities arranged by the
Underwriters have been approved by the Company.

If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.

The documents required to be delivered by this Section 5 shall
be delivered at the office of [_______________________], at
[_____________________], on the Closing Date.

6. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) (a) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, (b) arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(c) arise out of or are based upon any act or failure to act or any alleged act
or failure to act by any Underwriter in connection with, or relating in any
manner to, the Securities or the offering contemplated hereby, and which is
included as part of or referred to in any loss, claim, damage, liability or
action arising out of or based upon matters covered by clause (a) or (b) above
(provided that the Company shall not be liable under this clause (c) to the
extent that it is determined in a final judgment by a court of competent
jurisdiction that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such Underwriter through its gross negligence or willful misconduct), and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
<PAGE> 13
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in [the last paragraph of the cover page, under the heading
"Underwriting" or "Plan of Distribution" and, if Schedule I hereto provides for
sales of Securities pursuant to delayed delivery arrangements, in the last
sentence under the heading "Delayed Delivery Arrangements"] in any Preliminary
Final Prospectus or the Final Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in the documents referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.

(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; (i) but the failure so to notify the indemnifying party
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relive the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and by the Underwriters from the
offering of the Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
the Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and of the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses), and
benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or the Underwriters. The Company and the Underwriters
<PAGE> 14
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

8. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the Final Prospectus or
in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any nondefaulting Underwriter for damages occasioned by
its default hereunder.

9. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the
Company prior to delivery of and payment for the Securities, if prior to such
time (i) trading in the Company's Common Stock shall have been suspended by the
Commission or the National Association of Securities Dealers Automated Quotation
National Market System or trading in securities generally on the New York Stock
Exchange or the National Association of Securities Dealers Automated Quotation
National Market System shall have been suspended or limited or minimum prices
shall have been established on either of such Exchange or Market System, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crises the effect of which on financial markets is such as to
make it, in the judgment of the Representatives, impracticable or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Final Prospectus (exclusive of any supplement thereto).

10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancellation of this
Agreement.

11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telegraphed and confirmed to them, at the address specified
in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at AMERCO, 1325 Airmotive Way, Suite 100, Reno,
Nevada 89502-3239 Attention: Gary Horton, facsimile number (702) 688-6338, with
a copy to Snell & Wilmer, One Arizona Center, Phoenix, Arizona 85004-0001,
Attention: Jon S. Cohen, facsimile number (602) 382-6070.

12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder.
<PAGE> 15
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

14. Counterparts. This Agreement may be executed by one or
more of the parties hereto in any number of counterparties each of which shall
be deemed to be an original and all such respective counterparts shall together
constitute one and the same instrument.

If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

Very truly yours,

AMERCO

By:____________________________
[Title]
<PAGE> 16
The forgoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

[name of Manager]
[name of comanager, if any]

By: [name of Manager]

By:
................
[Title]

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
<PAGE> 17
SCHEDULE I

Underwriting Agreement dated

Registration Statement No.

Representative(s):

Title, Purchase Price and Description of Securities:

Title:

Principal amount:

Purchase price (include accrued
interest or amortization, if
any):

Sinking fund provisions:

Redemption provisions:

Other provisions:

Closing Date, Time and Location:

Type of Offering: [Delayed Offering or Non-Delayed Offering]

Delayed Delivery Arrangements:

Fee:

Minimum principal amount of each contract: $

Maximum aggregate principal amount of all contracts: $

Date referred to in Section 4(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative(s):
<PAGE> 18
SCHEDULE II

<TABLE>
<CAPTION>
Principal Amount
of Securities to
Underwriters be Purchased
------------ ------------
<S> <C>
$

-------
Total........................................... $
=======
</TABLE>
<PAGE> 19
SCHEDULE III

Form of Delayed Delivery Contract

[to be provided]

<PAGE> 1
Exhibit 2.1
John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, AUBREY K. JOHNSON,
and JOHN M. DODDS, Debtors and Debtors-In-Possession

Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(520) 624-8886
Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
) (Jointly Administered Under
) Case No. 95-1430-PHX-JMM)
)
Debtor. ) ORDER CONFIRMING PLAN
)
) Date of Hearing: 3/7/96
) Time of Hearing: 9:00 a.m.
- ---------------------------------------

This matter came on for hearing before the Court in
a Confirmation Hearing which began on November 6, 1995 and concluded on March 7,
1996. At the conclusion of the Confirmation Hearing, the Debtor requested
confirmation of his plan of reorganization entitled "Second Amended And Restated
Debtor's Plan Of Reorganization Proposed By Edward J. Shoen (Including And
Restating Surviving Provisions Of The Debtor's Initial Plan, Amended And
Restated Plan, And First, Second, Third, And Fourth

<PAGE> 2
Amendments)" (as modified by this Confirmation Order, and not otherwise, the
"Plan"). A true and correct copy of the text of the Plan, subject only to the
modifications stated in this Confirmation Order, is attached as the PLAN
SCHEDULE to this Confirmation Order. Unless otherwise expressly stated in this
Confirmation Order, all capitalized defined terms used herein will have the same
meanings as in the text of the Plan.

The Court has considered the entire record (including all
pleadings, evidence, and arguments) presented with respect to confirmation of
the Plan. Based on the entire record, the Court hereby makes all of the
following determinations:

A. Plan Modifications Pursuant To This Confirmation Order.
The text of the Plan is hereby modified as follows:

(i) Notwithstanding anything to the contrary in the definition
of the Effective Date in Section 2.26 of the Plan, the
Effective Date will be no later than October 1, 1996. The
Debtor, however, does not waive the right to seek further
modification of the Plan after the Confirmation Date
(including when the Effective Date must occur) should
circumstances warrant. In this regard, AMERCO has advised the
Bankruptcy Court at the Confirmation Hearing of its awareness
that there are risks involved in accomplishing funding of the
Plan; and the parties have discussed on the record various
examples of risks and events which may or may
not warrant any adjustment of the Effective Date. Subject to
the foregoing, the definition of the Effective Date otherwise
remains in effect as stated in the text of the Plan.

-2-
<PAGE> 3
(ii) Subsection (b) of Section 2.26A, which is the Section
defining the Escrow Account, is supplemented to provide that
the amount(s) required to be escrowed will be determined
pursuant to a separate order of the Bankruptcy Court--all as
provided in the "Reporter's Transcript Of Proceedings," dated
March 6, 1996, which the Debtor filed with the Bankruptcy
Court at the March 7, 1996 session of the Confirmation
Hearing. Such separate order of the Bankruptcy Court
(including any appeal(s) thereof) will not affect the finality
of this Confirmation Order or the provisions of the Plan
regarding the payments of the unpaid Share Case Claims and the
surrenders or transfers of the Shareholder Plaintiffs' AMERCO
common stock to AMERCO as the Debtor's designee.

(iii) Notwithstanding anything to the contrary in Article XIX
of the Plan regarding the Debtor's discharge, and subject to
the Dischargeability Litigation until it is finally
adjudicated and concluded as to the Debtor, the discharge of
the Debtor will occur on the Effective Date. Subject to the
foregoing, Article XIX regarding the Debtor's discharge
otherwise remains in effect as stated in the text of the Plan.

The foregoing modifications (as well as the text of the Plan which is itself an
amendment and restatement of prior versions of the Plan) are appropriate under
Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, and do not require any
further disclosures, solicitation, or voting regarding the Plan. In accordance
with Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, the text of the Plan,
subject to and hereby incorporating the foregoing modifications, becomes the
Plan.

B. Plan Satisfies Confirmation Requirements Of Bankruptcy

-3-
<PAGE> 4
Code Section 1129, 11 U.S.C. Section 1129. As demonstrated by the provisions of
the Plan which are summarized in the attached CLASS SCHEDULE, the Plan provides
for full payment of all Claims which are or become Allowed Claims against the
Debtor. The Plan satisfies all of the confirmation requirements of Bankruptcy
Code Section 1129(a), 11 U.S.C. Section 1129(a), with the sole exception of
Bankruptcy Code Section 1129(a)(8), 11 U.S.C. Section 1129(a)(8). With respect
to Bankruptcy Code Section 1129(a)(8), 11 U.S.C. Section 1129(a)(8), and each
Class of Claims which is impaired by the Plan and has not accepted the Plan,
the Plan does not discriminate unfairly, and is fair and equitable. Therefore,
the Plan satisfies the confirmation requirements of Bankruptcy Code Section
1129(b), 11 U.S.C. Section 1129(b).

C. Confirmation Objections Withdrawn Or Overruled. In accordance with
the record established by the "Reporter's Transcript Of Proceedings," dated
March 6, 1996, which the Debtor filed with the Court at the March 7, 1996
session of the Confirmation Hearing, the Share Case Plaintiffs withdrew their
objection to confirmation of the Plan. After the withdrawal of the Share Case
Plaintiffs' objection, only Paul Shoen's objection to confirmation of the Plan
remained unresolved. In accordance with the record of the Confirmation Hearing
(especially the March 7, 1996 session thereof), and the Court's ruling regarding
Paul Shoen's standing in the "Memorandum Decision And Order Re: Motion

-4-
<PAGE> 5
For Rehearing And Standing Issues," which the Court issued on March 4,
1996, the objection of Paul Shoen to confirmation of the Plan should be, and
hereby is, overruled.

D. Non-Interference And Retention Of Jurisdiction. The Court will
retain jurisdiction to enter and continue in effect such orders as the Court
deems necessary or appropriate to facilitate performance of the Plan and to
prevent interference with efforts to perform the Plan. In this regard, without
limitation, and until the Effective Date has occurred, the Court will retain
jurisdiction: (i) to enter orders requiring the Debtor or any other individual
or entity to execute or deliver instruments, to perform any act, or to refrain
from acting--all to the extent necessary to facilitate performance of the Plan;
(ii) to determine any issue which may arise with respect to the Debtor's claimed
right to have the respective Shareholder Plaintiffs' AMERCO common stock still
outstanding surrendered or transferred to AMERCO (as the Debtor's designee) when
the respective unpaid Share Case Claims are paid pursuant to the Plan; and (iii)
to determine any issue which may arise with respect to any request, demand, or
contention that AMERCO is obliged or permitted to conduct an annual
shareholders' meeting earlier than the Effective Date. The Court's retained
jurisdiction will include the right to enjoin and otherwise to sanction any
individual or entity who acts contrary to

-5-
<PAGE> 6
this Confirmation Order or without the permission of the Court as to
the subject matter of its retained jurisdiction. Nothing in this Confirmation
Order (including this paragraph D) is intended to try to extend the Bankruptcy
Court's jurisdiction beyond what is authorized by applicable law (including 28
U.S.C. Sections 151, 157, and 1334 and 11 U.S.C. Section 105), or to affect
any rights, claims, or interests of any individual or entity except as expressly
provided in the Plan or as may be necessary, proper, and lawful to facilitate
performance of the Plan.

NOW, THEREFORE, pursuant to all of the foregoing; and
good cause appearing,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

1. The Plan will be, and hereby is, confirmed.

2. Every unresolved objection to confirmation of the Plan
will be, and hereby is, overruled.

3. Jurisdiction will be, and hereby is, retained by the Court
as provided in the Plan and for all purposes and with respect to all subject
matter described in the preceding paragraph D of this Confirmation Order.
Notwithstanding such retention of jurisdiction and any provisions regarding the
Court's entry of separate or further orders, this Confirmation Order is intended
by the Court to be a final order. Accordingly, the Court expressly determines
that there is no just reason for delay and expressly

-6-
<PAGE> 7
directs the entry of this Confirmation as a final order.

DATED:
------------------------ ----------------------------
HONORABLE JAMES M. MARLAR
UNITED STATES BANKRUPTCY JUDGE

APPROVED AS TO FORM BY:

STREICH LANG
A Professional Association

By
------------------------
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel

Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, AUBREY K. JOHNSON,
and JOHN M. DODDS,
Debtors and Debtors-In-Possession

MESCH, CLARK & ROTHSCHILD, P.C.

By:
------------------------
Lowell E. Rothschild
Scott Gan

Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession

MOHR, HACKETT, PEDERSON, BLAKLEY,
RANDOLPH & HAGA, P.C.

By:
------------------------
Robert C. Hackett

and

LAW OFFICE OF MICHAEL W. CARMEL

-7-
<PAGE> 8
By:
------------------------
Michael W. Carmel

Attorneys for AMERCO

OSBORN MALEDON

By:
------------------------
C. Taylor Ashworth

and

LAW OFFICE OF WALTER GILMORE SHAW

By:
------------------------
Gil Shaw

and

- -------------------------------
MICHAEL L. SHOEN
Pro Se and Attorney for MICKL, Inc.

Attorneys for/Representatives of the
Share Case Plaintiffs

-8-
<PAGE> 9
EDWARD J. SHOEN,
CASE NO. 95-1430

CLASS SCHEDULE(1)

Class 1: Administrative Claims. This Class will be paid in full and is
unimpaired under the Plan, and is deemed to have accepted the Plan.

Class 2: Priority Unsecured Claims. This Class will be paid in full and is
unimpaired under the Plan, and is deemed to have accepted the Plan.

Class 3A: Leonard S. Shoen And/Or LSS, Inc. Share Case Claims. Because of the
full payment of the Share Case Claims previously asserted by Leonard S. Shoen
and LSS, Inc., this Class does not contain any unpaid Claim, and has been
deleted from the Plan.

Class 3B: Samuel W. Shoen And/Or SAMWILL, Inc. Share Case Claims. This Class
will be paid in full as stated in the Plan and the matrix which is Appendix "1"
to the Plan. The matrix recites that Non-Shareholder Plaintiff Samuel W. Shoen
will be paid $75,051,557.55 from the Share Case Plaintiffs' Effective Date
Payoff; and that Shareholder Plaintiff Katabasis International, Inc., formerly
SAMWILL, Inc., will be paid $27,485,083.20 from the Share Case Plaintiffs'
Effective Date Payoff. If any post-Petition Date interest is ultimately paid
from the Escrow Account, such interest will be paid pro rata to the Non-
Shareholder Plaintiff and the Shareholder Plaintiff in the Class in the same
proportion as their respective Share Case Claims(2). To whatever extent, if
any, that this Class is considered impaired under the Plan, this Class has not
accepted the Plan.

Class 3C: Michael L. Shoen And/Or MICKL, Inc. Share Case Claims. This Class
will be paid in full as stated in the Plan and the matrix which is Appendix "1"
to the Plan. The matrix recites that Non-Shareholder Plaintiff Michael L. Shoen
will be paid $74,937,510.53 from the Share Case Plaintiffs' Effective Date.

- ----------------------
(1) This Class Schedule is prepared solely for summary purposes,
and is not intended to limit or modify the provisions of the Plan.

(2) All payment amounts estimated under the Plan and pursuant to
this Class Schedule are subject to the reserved right of the Debtor or the
Reorganized Debtor to correct arithmetical errors, if any, in the calculation
and payment of any Claim as provided in the Plan. Such reserved right will
include the right to ensure that credit has been given for the $1,500,000
payment of the principal of the Share Case Judgment made by Paul Shoen and
reimbursed by AMERCO.
<PAGE> 10
Payoff; that Shareholder Plaintiff Michael L. Shoen will be paid $2,584 from
the Share Case Plaintiffs' Effective Date Payoff; and that Shareholder
Plaintiff MICKL, Inc. will be paid $27,444,283.20 from the Share Case
Plaintiffs' Effective Date Payoff. If any post-Petition Date interest is
ultimately paid from the Escrow Account, such interest will be paid pro rata to
the Non-Shareholder Plaintiff and the Shareholder Plaintiffs in the Class in
the same proportion as their respective Share Case Claims. To whatever extent,
if any, that this Class is considered impaired under the Plan, this Class has
not accepted the Plan.

Class 3D: Mary Anna (Shoen) Eaton And/Or MARAN, Inc. Share Case Claims.
Because of the settlements of the Share Case Claims previously asserted by Mary
Anna (Shoen) Eaton and MARAN, Inc. (and the full performance of those
settlements after the Bankruptcy Court's approval of the Debtor's
participation), this Class does not contain any unpaid Claim, and has been
deleted from the Plan.

Class 3E: Cecilia (Shoen) Hanlon And/Or CEMAR, Inc. Share Case Claims. This
Class will be paid in full as stated in the Plan and the matrix which is
Appendix "1" to the Plan. The matrix recites that Non-Shareholder Plaintiff
Cecilia (Shoen) Hanlon will be paid $43,300,889.71 from the Share Case
Plaintiffs' Effective Date Payoff; and that Shareholder Plaintiff CEMAR, Inc.,
will be paid $15,857,491.20 from the Share Case Plaintiffs' Effective Date
Payoff. If any post-Petition Date interest is ultimately paid from the Escrow
Account, such interest will be paid pro rata to the Non-Shareholder Plaintiff
and the Shareholder Plaintiff in the Class in the same proportion as their
respective Share Case Claims. To whatever extent, if any, that this Class is
considered impaired under the Plan, this Class has not accepted the Plan.

Class 3F: Theresa (Shoen) Romero And/Or THERMAR, Inc. Share Case Claims.
Because of the full payment of the Share Case Claims previously asserted by
Theresa (Shoen) Romero and THERMAR, Inc., this Class does not contain any
unpaid Claim, and has been deleted from the Plan.

Class 3G: Katrina (Shoen) Carlson And/Or KATTYDID, Inc. Share Case Claims.
This Class will be paid in full as stated in the Plan and the matrix which is
Appendix "1" to the Plan. The matrix recites that Non-Shareholder Plaintiff
Katrina (Shoen) Carlson will be paid $37,445,101.15 from the Share Case
Plaintiffs' Effective Date Payoff; that Shareholder Plaintiff Katrina (Shoen)
Carlson will be paid $4,993,756.80 from the Share Case Plaintiffs' Effective
Date Payoff; and that Shareholder Plaintiff KATTYDID, Inc. will be paid
$8,719,286.40 from the Share Case Plaintiffs' Effective Date Payoff. If any
post-Petition Date interest is ultimately paid from the Escrow Account, such
interest will be paid pro rata to the Non-Shareholder Plaintiff and the
Shareholder Plaintiffs in the Class in the same proportion as their respective
Share Case Claims. To
<PAGE> 11
whatever extent, if any, that this Class is considered impaired under the Plan,
this Class has not accepted the Plan.

Class 4: General Unsecured Claims. This Class is impaired under the Plan and
has voted to accept the Plan. The Allowed Claims in this Class, which total
approximately $55,000, will be paid in full (including post-Effective Date
interest) in three (3) installments on or before the Effective Date, the six
(6) month anniversary thereof, and the one (1) year anniversary thereof.

Class 5: Punitive Damage Claim. This Class contains the Punitive Damage Claim,
which is a Disputed Claim. The unpaid amount of the Punitive Damage Claim
currently alleged by the Share Case Plaintiffs (i.e., all except Mary Anna
(Shoen) Eaton and MARAN, Inc.) is $6,000,000 plus interest. The Punitive Damage
Claim will be treated and will be paid (if, when, and to the extent that it is
an Allowed Claim) over the term of the Plan as provided in Article XIII of the
Plan. Class 5 is impaired under the Plan and has not accepted the Plan.

Class 6: Securities Litigation Claims. This Class is impaired under the Plan
and has voted to accept the Plan. The Securities Litigation Claims in this
Class will be treated in accordance with the terms of a settlement by and among
the Debtor and others and the Creditors asserting the Securities Litigation
Claims. The Bankruptcy Court has approved the Debtor's participation in the
settlement.

Class 7: Share Case Judgment Codebtor Claims. The Debtor does not believe that
there is any allowable Claim in this Class and, therefore, this Class has been
deleted from the Plan.

Class 8: Debtor's Equity Interest. The Class 8 Debtor's equity interest is
unimpaired under the Plan. Subject to the provisions of the Plan providing for
payment in full of the Creditors holding the Allowed Claims in the Classes of
Creditors established by the Plan, the Debtor will retain his equity interest,
which will revest in the Reorganized Debtor on the Effective Date.

<PAGE> 1
Exhibit 2.2

John J. Dawson, Esq. (Az Bar No. 002786)
Susan G. Boswell, Esq. (Az Bar No. 004791)
Ronald E. Reinsel, Esq. (Az Bar No. 011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391

Attorneys for EDWARD J. SHOEN,
Debtor and Debtor-In-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

) In Proceedings Under Chapter 11
In re: )
) Jointly Administered
EDWARD J. SHOEN, et al. ) Case No. 95-1430-PHX-JMM
)
Debtors. ) (Cases 95-1430-PHX-JMM
) through 95-1434-PHX-GBN,
) Inclusive)
- ------------------------------------------

SECOND AMENDED AND RESTATED DEBTOR'S PLAN OF
REORGANIZATION PROPOSED BY EDWARD J. SHOEN (INCLUDING AND
RESTATING SURVIVING PROVISIONS OF THE DEBTOR'S INITIAL
PLAN, AMENDED AND RESTATED PLAN, AND FIRST, SECOND,
THIRD, AND FOURTH AMENDMENTS)

DATED: February 29, 1996
PRIOR DATES: Initial Plan - April 25, 1995
Amended And Restated Plan - July 28, 1995 First
Amendment - October 16, 1995
Second Amendment - November 1, 1995
Third Amendment - December 6, 1995
Fourth Amendment - January 29, 1996

PHOENIX, ARIZONA

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I INTRODUCTION........................................................ 1

ARTICLE II DEFINITIONS........................................................ 8

2.1 Accepting Creditor Settlement...................................... 8
2.2 Accepting Creditor Settlement Fund................................. 8
2.3 Administrative Claim............................................... 8
2.4 Allowed Claim...................................................... 8
2.5 AMERCO............................................................. 9
2.5A AMERCO Joinder..................................................... 9
2.6 Arizona Litigation................................................. 10
2.7 Bankruptcy Code.................................................... 10
2.8 Bankruptcy Court................................................... 10
2.9 Business Day....................................................... 10
2.10 Claim.............................................................. 10
2.11 Class.............................................................. 10
2.12 Confirmation Date.................................................. 10
2.13 Confirmation Hearing............................................... 10
2.14 Confirmation Order................................................. 10
2.15 Contingency Fund................................................... 10
2.16 Court.............................................................. 11
2.17 Creditor........................................................... 11
2.18 Debtor............................................................. 11
2.19 Debtor Professionals............................................... 11
2.20 Director Defendants................................................ 11
2.21 Disbursing Agent................................................... 11
2.22 Dischargeability Litigation........................................ 11
2.23 Disclosure Statement............................................... 12
2.24 Disputed Claim..................................................... 12
2.25 Distribution Account............................................... 12
2.26 Effective Date..................................................... 12
2.26A Escrow Account..................................................... 13
2.27 Estate............................................................. 14
2.28 Executory Contract................................................. 14
2.29 General Unsecured Claim............................................ 14
2.30 Impoundment Trust.................................................. 14
2.31 Insider............................................................ 16
2.31A Mary Anna/MARAN Agreements......................................... 16
2.31B Non-Shareholder Plaintiffs......................................... 16
2.33 Plan............................................................... 17
2.34 Priority Unsecured Claim........................................... 17
2.35 Professional Charges............................................... 17
2.36 Punitive Damage Claim.............................................. 17
2.37 Reorganization Case................................................ 18
2.38 Reorganized Debtor................................................. 18
2.39 Secured Claim...................................................... 18
2.40 Secured Creditor................................................... 18
2.41 Securities Litigation Claims....................................... 18
2.42 Settlement Trust................................................... 19
2.43 Settlement Trust Property.......................................... 19
2.44 Share Case Claim................................................... 19
2.45 Share Case Judgment................................................ 19
2.46 Share Case Judgment Amount......................................... 19
2.47 Share Case Judgment Codebtor Claim................................. 19
2.47A Share Case Plaintiffs.............................................. 19
2.48 Shareholder Plaintiffs............................................. 20
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
2.49 Share Case Plaintiffs' Effective Date Payoff........................ 20
2.50 Stock Exchange Distributees......................................... 21
2.51 Stock Exchange Distribution......................................... 21
2.52 Unsecured Claim..................................................... 21
2.53 Unsecured Committee................................................. 21
2.54 Unsecured Creditor.................................................. 21

ARTICLE III CLASSIFICATION OF CLAIMS AND THE DEBTOR'S EQUITY INTEREST.......... 21

3.1 Class 1: Administrative Claims..................................... 21
3.2 Class 2: Priority Unsecured Claims................................. 21
3.3 Class 3A: Leonard S. Shoen And/Or LSS, Inc. Share Case
Claims.............................................................. 22
3.4 Class 3B: Samuel W. Shoen And/Or SAMWILL, Inc. Share Case
Claims.............................................................. 22
3.5 Class 3C: Michael L. Shoen And/Or MICKL, Inc. Share Case
Claims.............................................................. 22
3.6 Class 3D: Mary Anna (Shoen) Eaton And/Or MARAN, Inc. Share Case
Claims.............................................................. 22
3.7 Class 3E: Cecilia (Shoen) Hanlon And/Or CEMAR, Inc. Share Case
Claims.............................................................. 22
3.8 Class 3F: Theresa (Shoen) Romero And/Or THERMAR, Inc. Share
Case Claims......................................................... 22
3.9 Class 3G: Katrina (Shoen) Carlson And/Or KATTYDID, Inc. Share
Case Claims......................................................... 22
3.10 Class 4: General Unsecured Claims.................................. 22
3.11 Class 5: Punitive Damage Claim..................................... 22
3.12 Class 6: Securities Litigation Claims.............................. 22
3.13 Class 7: Share Case Judgment Codebtor Claims....................... 22
3.14 Class 8: Debtor's Equity Interest.................................. 22

ARTICLE IV TREATMENT OF CLASSES INDISPUTABLY UNIMPAIRED BY THE PLAN............ 23

4.1 Treatment of Class 1 (Administrative Claims)........................ 23
4.2 Treatment of Class 2 (Priority Unsecured Claims).................... 23
4.3 Treatment Of Unimpaired Classes Not Changed......................... 24

ARTICLE V TREATMENT OF CLASS 3A CLAIMS (Leonard S. Shoen
And/Or LSS, Inc. Share Case Claims).......................................... 24

ARTICLE VI TREATMENT OF CLASS 3B CLAIMS (Samuel W. Shoen
And/Or SAMWILL, Inc. Share Case Claims)...................................... 24

ARTICLE VII TREATMENT OF CLASS 3C CLAIMS (Michael L. Shoen
And/Or MICKL, Inc. Share Case Claims)........................................ 25

ARTICLE VIII TREATMENT OF CLASS 3D CLAIMS (Mary Anna (Shoen) Eaton
And/Or MARAN, Inc. Share Case Claims)........................................ 27

RTICLE IX TREATMENT OF CLASS 3E CLAIMS (Cecilia (Shoen) Hanlon
And/Or CEMAR, Inc. Share Case Claims)........................................ 27

ARTICLE X TREATMENT OF CLASS 3F CLAIMS (Theresa (Shoen) Romero
And/Or THERMAR, Inc. Share Case Claims)...................................... 28

ARTICLE XI TREATMENT OF CLASS 3G CLAIMS (Katrina (Shoen) Carlson
And/Or KATTYDID, Inc. Share Case Claims)..................................... 28

ARTICLE XII TREATMENT OF CLASS 4 CLAIMS (General Unsecured Claims)............. 29

ARTICLE XIII TREATMENT OF CLASS 5 CLAIMS (Punitive Damage Claim)............... 31
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE XIV TREATMENT OF CLASS 6 CLAIMS (Securities Litigation Claims)......... 33

ARTICLE XV TREATMENT OF CLASS 7 CLAIMS Share Case Judgment Codebtor Claims).... 34

ARTICLE XVI TREATMENT OF CLASS 8 DEBTOR'S EQUITY INTEREST ..................... 34

ARTICLE XVII MEANS FOR EXECUTION OF THE PLAN................................... 35

ARTICLE XVIII TREATMENT OF EXECUTORY CONTRACTS................................. 36

ARTICLE XVIII-A SUBSTANTIAL CONSUMMATION OF THE PLAN........................... 37

ARTICLE XIX DISCHARGE.......................................................... 37

ARTICLE XX MODIFICATIONS OF THE PLAN........................................... 37

ARTICLE XXI RETENTION OF JURISDICTION.......................................... 38\

21.1 In General.......................................................... 38
21.2 Plan Disputes....................................................... 38
21.3 Further Orders...................................................... 38
21.4 Other Claims........................................................ 39
21.5 Final Decree........................................................ 39
21.6 Appeals............................................................. 39
21.7 Executory Contracts................................................. 39
21.8 Committees.......................................................... 39

ARTICLE XXII GENERAL PROVISIONS................................................ 40

22.1 Extension Of Payment Dates.......................................... 40
22.2 Confirmation By Non-Acceptance Method............................... 40
22.3 Vesting............................................................. 40
22.4 Captions............................................................ 40
22.5 Successors And Assigns.............................................. 40
22.6 Tax Considerations Of The Plan...................................... 40
</TABLE>

-iii-

<PAGE> 5

ARTICLE I

INTRODUCTION

This Second Amended and Restated Plan of Reorganization
(defined herein as the "Plan," including all modification(s) of the Plan) is
proposed by EDWARD J. SHOEN, who is the Debtor and the Debtor-In-Possession in
the above-captioned Chapter 11 case (defined herein, in all capacities, as the
"Debtor"). Among its provisions, the Plan includes and restates surviving
provisions of the Initial Plan, the Amended and Restated Plan, and the First,
Second, Third, and Fourth Amendments which the Debtor previously proposed.(1)
The Plan also incorporates the stated intent of AMERCO (as defined herein) to
fund the payment of the Share Case Claims (as defined herein) under the Plan, as
stated by AMERCO in the pleading entitled "AMERCO's Support Of And Joinder In
Debtors' Motion For Rehearing Of Certain Legal Issues Addressed In The Court's
January 26, 1996 Memorandum Regarding Plan Confirmation", dated February 7, 1996
(defined herein as the "AMERCO Joinder").

The Plan proposes the reorganization of the Debtor. The Debtor
is a director of AMERCO. The largest Claims of Creditors in this case (as the
terms "Claim" and "Creditor" are defined herein) were created by a damage
judgment entered on February 21, 1995 (defined herein as the "Share Case
Judgment") against the Debtor and certain other directors of AMERCO (defined
herein collectively as the "Director Defendants")(2) in litigation filed by
certain

- --------
(1) See the respective documents and dates listed on the cover page
of the Plan. The Second Amended and Restated Plan of Reorganization has been
prepared and presented primarily to facilitate the Bankruptcy Court's review and
consideration of the Plan by melding together surviving provisions of a series
of documents already in the record.

(2) The other Director Defendants are: (i) James P. Shoen; (ii)
Aubrey K. Johnson; (iii) John M. Dodds; and (iv) William E. Carty, all of whom
also filed individual petitions for relief under Chapter 11 on February 21,
1995. The Chapter 11 cases of the other Director Defendants are jointly
administered with the above-captioned Chapter 11 case of the Debtor, and are
maintained as Jointly Administered Case No. 95-1430-PHX-JMM. Paul F. Shoen
("Paul") is another defendant in the Arizona Litigation against whom the Share
Case Judgment was entered. The Share Case Plaintiffs entered into an agreement
with Paul whereby Paul capped and exonerated his liability to the Share Case
Plaintiffs for a payment of $1,500,000. Pursuant to a demand made by Paul, and
at the request of

(continued...)

<PAGE> 6

individuals and by their closely held corporations (defined herein collectively
as the "Share Case Plaintiffs"), in the Superior Court, Maricopa County, Arizona
as Case No. CV 88-20139 (defined herein as the "Arizona Litigation"). In order
to prevent double recovery by the Share Case Plaintiffs, the Share Case Judgment
requires the Shareholder Plaintiffs(3) to surrender their AMERCO common stock
when the Share Case Claims (as defined herein) created by the Share Case
Judgment are paid. In accordance with the Share Case Judgment, AMERCO's
agreement to fund payment of the Share Case Claims, and AMERCO's existing right
of first refusal, AMERCO is the designee of the Debtor and the other Director
Defendants to receive the AMERCO common stock which the Shareholder Plaintiffs
are obliged to surrender and transfer when the Share Case Claims are paid.

The Claims (as defined herein) of the Share Case Plaintiffs
pursuant to the Share Case Judgment are Disputed Claims (as defined herein) with
respect to the liability of the Debtor and the other Director Defendants for the
damages awarded by the Share Case Judgment. The Debtor and the other Director
Defendants believe that they have unexpired rights to appeal the amount of the
damages awarded by the Share Case Judgment. The Debtor and the other Director
Defendants intend to preserve their unexpired appeal rights until they are
successful in confirming and implementing their respective Plans.

After the Petition Date, certain of the Share Case Plaintiffs
have entered into settlements regarding their Claims against the Debtor and the
other Director Defendants; and certain of the Share Case Plaintiffs have
received full payments of their Share Case Claims from AMERCO at the request of
the Debtor and the other Director Defendants. These settlements and payments
changed the number

- ---------------
(2) (...continued)
the Debtor and the other Director Defendants, AMERCO
reimbursed Paul the full amount of the $1,500,000 payment which he paid to the
Share Case Plaintiffs. When used in the Plan, the term Director Defendants will
not include Paul.

(3) Those Share Case Plaintiffs which are record owners of AMERCO
common stock are defined herein as the "Shareholder Plaintiffs." Those Share
Case Plaintiffs who are not record owners of AMERCO common stock are defined
herein as the "Non-Shareholder Plaintiffs." When referred to collectively, the
Shareholder Plaintiffs and the Non-Shareholder Plaintiffs are identified as the
Share Case Plaintiffs.

-2-
<PAGE> 7
and the total amount of the Share Case Claims which remain unpaid. Such post-
Petition Date settlements and payments are summarized as follows:

(A) Settlements With Mary Anna (Shoen) Eaton and
MARAN, Inc. In September 1995, Mary Anna (Shoen) Eaton and MARAN, Inc. entered
into settlements as to which the participation of the Debtor and the other
Director Defendants was approved by the Bankruptcy Court after notice and a
hearing in October 1995. Such settlements (defined herein as the "Mary
Anna/MARAN Agreements") fully settled and satisfied all disputes among Mary Anna
(Shoen) Eaton (and her spouse), MARAN, Inc., the Debtor, the other Director
Defendants, and AMERCO, including the Share Case Claims and the portion of the
Punitive Damage Claim (as defined herein) asserted by Mary Anna (Shoen) Eaton
and MARAN, Inc. The Mary Anna/MARAN Agreements reduced the total amount of the
Share Case Claims by $84,576,312; and the Claim for accrued and accruing
interest on that portion of the Share Case Claims both before and after the
Petition Date was resolved and extinguished. The Mary Anna/MARAN Agreements also
reduced the total amount of the Punitive Damage Claim against Edward J. Shoen
(the Debtor herein), including the Claim for interest thereon both before and
after the Petition Date, by one-seventh (1/7) of the total amount of the Claim.
At the request of the Debtor and the other Director Defendants, and pursuant to
AMERCO's existing right of first refusal, AMERCO funded the payments under the
Mary Anna/MARAN Agreements (which totaled $64,085,000); and the AMERCO common
stock of former Shareholder Plaintiff MARAN, Inc. was surrendered and
transferred to AMERCO's treasury (where it is currently held as ordered by the
Bankruptcy Court).

(B) Full Reimbursement Of Paul. On December 18, 1995,
pursuant to Paul's demand for reimbursement and at the request of the Debtors,
AMERCO paid Paul $1,500,000 in full reimbursement of Paul's payment to the Share
Case Plaintiffs under his April 25, 1995 "Settlement Agreement" with the Share
Case Plaintiffs. As a result of Paul's payment fully reimbursed by AMERCO, the
total "principal" amount of the Share Case Claims was reduced by $1,500,000.

(C) Full Payment Of The Share Case Claims Asserted By
Leonard S. Shoen And LSS, Inc. On January 29, 1996, and at the request of the
Debtor and

-3-
<PAGE> 8
the other Director Defendants, AMERCO tendered payment in full of the Share
Case Claims asserted by Leonard S. Shoen and LSS, Inc. Such payment was in the
total amount of $23,119,109.42, which included interest at the rate of ten
percent (10%) per year from the date of the Share Case Plaintiffs' acceptance
of the remittitur resulting in the Superior Court's entry of the Share Case
Judgment (February 14, 1995) through the date of payment (January 29, 1996).
The payment was tendered with full reservations of the rights of the Debtor and
the other Director Defendants (and AMERCO wherever applicable) against the
other Share Case Plaintiffs asserting unpaid Share Case Claims.(4) As a result
of full payment of the Share Case Claims asserted by Leonard S. Shoen and LSS,
Inc., and in accordance with AMERCO's existing right of first refusal, the
AMERCO common stock of former Shareholder Plaintiff LSS, Inc. was
transferred to AMERCO's treasury.

(D) Full Payment Of The Share Case Claims Asserted By Theresa (Shoen)
Romero And THERMAR, Inc. On February 7, 1996, and at the request of the Debtor
and the other Director Defendants, AMERCO tendered full payment of the Share
Case Claims asserted by Theresa (Shoen) Romero and THERMAR, Inc. Such payment
was in the amount of $45,894,657.46, which included interest at the rate of ten
percent (10%) per year from February 14, 1995 through the date of payment
(February 7, 1996). The payment was tendered with full reservations of the
rights of the Debtor and the other Director Defendants (and AMERCO wherever
applicable) against the other Share Case Plaintiffs asserting unpaid Share Case

- --------------
(4) The reserved rights against the Share Case Plaintiffs
asserting unpaid Share Case Claims include, without limitation, the objections
of the Debtor and the other Director Defendants to paying post-Petition Date
interest on those Claims and the unexpired rights of the Debtor and the other
Director Defendants to appeal the Share Case Judgment. As noted previously, the
preferred course of action for the Debtor and the other Director Defendants is
to confirm and implement their respective Plans; and if that can be accomplished
(e.g., without the Share Case Plaintiffs or Paul interfering with AMERCO's
efforts to raise the money needed to fund payment of the Share Case Claims), the
remaining Share Case Claims will be paid as provided in the Plans (reserving the
dispute regarding post-Petition Date interest). Otherwise, the Debtor and the
other Director Defendants may exercise their unexpired rights to appeal the
amount of the Share Case Judgment damage award. The adverse parties in the
appeal will be the Share Case Plaintiffs unpaid at the time of the appeal. If
the appeal is successful, the unpaid amount of the Share Case Judgment damage
award may be affected (whether pursuant to a retrial or otherwise); but
settlements or full payments and AMERCO common stock transfers completed with
the Share Case Plaintiffs before the appeal will not be affected.

-4-
<PAGE> 9

Claims. As a result of full payment of the Share Case Claims asserted by Theresa
(Shoen) Romero and THERMAR, Inc., and in accordance with AMERCO's existing right
of first refusal, the AMERCO common stock of former Shareholder Plaintiff
THERMAR, Inc. was transferred to AMERCO's treasury.

In the context of the facts and circumstances described above,
and with the cooperation of AMERCO, the Plan filed by the Debtor(5) proposes the
following funding and treatment of the Share Case Claims created by the Share
Case Judgment:

1. In full settlement and satisfaction of the remaining unpaid
Share Case Claims (which are presently Disputed Claims subject to unexpired
appeal rights), and on or before the Plan's Effective Date (as defined herein),
each Share Case Claim will be paid in full and in cash, including, but not
limited to, the payment of all interest (if any) which is necessary to pay the
Share Case Claim in full and to cause the surrender of each Shareholder
Plaintiff's AMERCO common stock. With respect to interest, and because the
Debtor believes that his Estate and the Estates of the other Director Defendants
are insolvent, the Plan proposes that the total amount of the Share Case Claims
which will be paid under the Plan is the total principal amount of the remaining
unpaid Share Case Claims, plus judgment interest on that amount at the rate of
ten percent (10%) per year from February 14, 1995 to and including the Petition
Date (as defined herein), plus any taxable costs (if any) awarded against the
Debtor and the other Director Defendants pursuant to the Share Case Judgment
(defined herein collectively as the "Share Case Plaintiffs' Effective Date
Payoff"). Because of the insolvency of the Debtor's Estate and the Estates of
the other Director Defendants, the Share Case Plaintiffs' Effective Date Payoff
does not contemplate payment of interest under the Share Case Judgment from and
after the Petition Date. Nevertheless, if the Bankruptcy Court (as defined
herein) requires that interest under the Share Case Judgment must be paid from

- --------
(5) The Plans in the other four (4) Director Defendants' Chapter
11 cases propose the same funding and treatment of the Share Case Claims which
are currently unpaid.

-5-
<PAGE> 10

and after the Petition Date, AMERCO (as the funder of the Plan) will deposit
sufficient cash into an Escrow Account (as defined herein) to ensure that any
such interest payment can be made if, when, and to the extent that payment of
interest is still required after all appellate rights have been exhausted. The
Escrow Account will be maintained until the interest payment issue has been
finally adjudicated and concluded in all litigation where it is pending,
including the Share Case Plaintiffs' Dischargeability Litigation against the
Debtor and the other Director Defendants as well as all appellate proceedings.

2. The Debtor intends to obtain from AMERCO the funds necessary
to accomplish his payment of the Share Case Claims. The Debtor believes that
AMERCO will be able to provide the cash needed to fund the Plan as stated by
AMERCO in the AMERCO Joinder.

3. As part of the payments of the unpaid Share Case Claims
which will occur on or before the Effective Date, the Shareholder Plaintiffs'
AMERCO common stock will be surrendered and transferred to AMERCO. The Plan does
not require or depend upon the Shareholder Plaintiffs' willingness to surrender
or transfer their AMERCO common stock. If any of them is unwilling to do so, the
stock will be transferred on AMERCO's books and records by an appropriate
officer of AMERCO.

4. The determination of tax attributes and consequences of the
Plan will not be a condition of the Plan. In this regard, the Plan does not
require the Share Case Plaintiffs to report the payments proposed in the Plan to
taxing authorities in the same way as the Debtor, the other Director Defendants,
or AMERCO, or in any particular way. Furthermore, the Plan does not prohibit the
Share Case Plaintiffs from assigning their rights to receive distributions under
the Plan. As noted above and in the Disclosure Statement (as defined herein)
which the Debtor prepared and the Bankruptcy Court approved, the Debtor's Plan
is not conditioned upon tax attributes, tax avoidance, or any determination of
any tax consequences; and all interested parties are referred to their
respective tax advisors. Notwithstanding the foregoing, and because they believe
that the structure contemplated to fund the Plan is substantively correct, the
Debtor and

-6-
<PAGE> 11

the other Director Defendants have agreed with AMERCO to structure the
settlement of the Share Case Judgment and the resulting surrender of the
Shareholder Plaintiffs' AMERCO common stock as proposed in the Plan.

Exclusive of the Shareholder Plaintiffs and their Disputed
Claims under the Share Case Judgment, the Debtor has other Claims and Creditors
to deal with in the Plan. With respect to these other Claims and Creditors, the
Debtor proposes to implement the Plan by making payments from income earned
after the Petition Date and/or by selling or transferring other assets of the
Debtor or his Estate -- all as provided in the Plan. The Debtor's implementation
of the Plan will include, but is not limited to, obtaining final adjudications
of any other Claims which are Disputed Claims (whether by stipulations or after
litigation and the exhaustion of all appellate rights).

The Debtor expects that the Plan will be effective by the first
Business Day (as defined herein) after October 1, 1996 (although nothing in the
Plan prohibits an earlier or later Effective Date as the circumstances of the
case may permit or require). In light of the provisions regarding the Share Case
Plaintiffs' Effective Date Payoff and the funding of the Escrow Account and the
revesting of the Debtor's property, the Plan will be substantially consummated
on (but not before) the Effective Date.

EXCEPT FOR THE CHANGES WHICH HAVE BEEN PROPOSED IN THE
TREATMENT AND PAYMENT OF UNPAID SHARE CASE CLAIMS, THE PLAN NOW PROPOSED DOES
NOT CHANGE THE TREATMENT OF ANY CLAIM, CREDITOR, OR CLASS VOTING ON ANY PREVIOUS
VERSION OF THE PLAN. THEREFORE, THE DEBTOR DOES NOT INTEND TO RESOLICIT ANY
CLASS WHOSE TREATMENT HAS NOT CHANGED. LIKEWISE, THE DEBTOR DOES NOT INTEND TO
RESOLICIT THE REMAINING UNPAID SHARE CASE PLAINTIFFS. TO THE EXTENT, IF ANY,
THAT THE REMAINING UNPAID SHARE CASE CLAIMS ARE IMPAIRED BY THE PLAN, THE DEBTOR
WILL ASSUME THAT THE UNPAID SHARE CASE PLAINTIFFS REJECT THE PLAN UNLESS THEY
VOLUNTARILY ASK TO CHANGE THEIR PREVIOUS REJECTION VOTES TO ACCEPTANCES OF THE
PLAN.

-7-
<PAGE> 12
ARTICLE II

DEFINITIONS

For purposes of the Plan, and except as expressly provided
otherwise herein or unless the context otherwise requires, all of the defined
terms stated in Article II will have the meanings hereinafter stated. For
purposes of the Plan and such defined terms, the singular and plural uses of
such defined terms and the conjunctive and disjunctive uses thereof will be
fungible and interchangeable (unless the context otherwise requires); and the
defined terms will include masculine, feminine, and neuter genders. The defined
terms stated in Article II also are substantive terms of the Plan; and Article
II will be deemed incorporated throughout the rest of the Plan to convey
substantive provisions included in the defined terms. Accordingly, the defined
terms are as follows:

2.1 Accepting Creditor Settlement. This term is no longer
needed to implement the Plan, and will be deemed deleted from the Plan.

2.2 Accepting Creditor Settlement Fund. This term is no longer
needed to implement the Plan, and will be deemed deleted from the Plan.

2.3 Administrative Claim. This term will refer to and mean: (a)
every cost or expense of administration of the Reorganization Case, including
any actual and necessary post-petition expenses of preserving the Estate; (b)
any actual and necessary post-petition expenses of the Debtor; (c) any
Professional Charges approved by the Bankruptcy Court pursuant to interim and
final allowances in accordance with Bankruptcy Code Sections 330, 331, and
503(b), 11 U.S.C. Sections 330, 331, and 503(b); and (d) all fees and charges
assessed against the Estate under Chapter 123 of Title 28, United States Code.

2.4 Allowed Claim. This term will refer to and mean every Claim
against the Debtor: (a)(i) as to which a proof of such Claim has been filed
within the time fixed by the Bankruptcy Court, or (ii) which the Debtor has
scheduled as liquidated in amount and undisputed; and in either event: (b)(i) as
to which no objection to the allowance of such Claim has been filed within any
applicable time period fixed by the Bankruptcy Court, or (ii) as to which the

-8-
<PAGE> 13

order allowing such Claim has become final and non-appealable without any
appeal, review, or other challenge of any kind to that order having been taken
or being still timely. If any Claim or the Creditor asserting such Claim is
subject to any defense, setoff, counterclaim, recoupment, or other adverse claim
of any kind of the Debtor or the Reorganized Debtor, including, but not limited
to, any pending appeal or unexpired right to appeal, that Claim will be deemed a
Disputed Claim; and it will not become an Allowed Claim unless and until all
disputes are resolved or adjudicated fully and finally, with all appellate
rights having been exhausted. Unless any earlier time is fixed by order of the
Bankruptcy Court, and subject to amendment rights and the relation back of
amendments under applicable federal or state procedural rules, any objection to
the allowance of any Claim and the assertion of any defense, setoff,
counterclaim, recoupment, or other adverse claim of any kind of the Debtor or
the Reorganized Debtor must be filed on or before the first Business Day which
is ninety (90) days after the Confirmation Date. Notwithstanding the foregoing
provision regarding any unexpired appeal right creating a Disputed Claim, the
Debtor intends to pay each of the Share Case Claims as provided in the Plan and,
if the Debtor is able to do so, the Debtor will stipulate at the time of each
such payment that the Claim is an Allowed Claim to the extent of each such
payment and the Debtor will be deemed to have waived any right to appeal the
Share Case Judgment as to each such Claim which the Debtor has paid, provided
that this provision will not prohibit the Debtor from objecting to and appealing
any requirement to pay post-Petition Date interest (as to which each Share Case
Claim paid under the Plan will remain a Disputed Claim until final adjudication
of the interest payment issue and the exhaustion of all appellate rights).

2.5 AMERCO. This term will refer to and mean AMERCO, a Nevada
corporation, and will include, in the context of funding the Plan, all involved
affiliates and subsidiaries thereof.

2.5A AMERCO Joinder. This term will refer to and mean the
pleading entitled "AMERCO's Support Of And Joinder In Debtors' Motion For
Rehearing Of Certain Legal Issues Addressed In The Court's January 26, 1996
Memorandum

-9-
<PAGE> 14
Regarding Plan Confirmation," dated February 7, 1996, which AMERCO
filed with the Bankruptcy Court.

2.6 Arizona Litigation. This term will refer to and mean the
litigation in the Superior Court, Maricopa County, Arizona entitled Samuel W.
Shoen, M.D., et al. v. Edward W. Shoen, et al., Case No. CV 88-20139.

2.7 Bankruptcy Code. This term will refer to and mean Title 11
of the United States Code, 11 U.S.C. Section 101, et seq., as it may be
amended from time to time during the Reorganization Case.

2.8 Bankruptcy Court. This term will refer to and mean the
United States Bankruptcy Court for the District of Arizona, or such other court
which exercises jurisdiction over all or part of the Reorganization Case,
including the United States District Court for the District of Arizona to the
extent that the reference of all or part of the Reorganization Case is
withdrawn.

2.9 Business Day. This term will refer to and mean every day
except Saturdays, Sundays, and federal and Arizona state holidays observed by
the Bankruptcy Court.

2.10 Claim. This term will refer to and mean "claim" as defined
in Bankruptcy Code Section 101(5), 11 U.S.C. Section 101(5).

2.11 Class. This term will refer to and mean each of the
classifications of Claims and the Debtor's equity interest described in Article
III of the Plan.

2.12 Confirmation Date. This term will refer to and mean the
date on which the Bankruptcy Court enters the Confirmation Order.

2.13 Confirmation Hearing. This term will refer to and mean the
hearing regarding confirmation of the Plan conducted pursuant to Bankruptcy
Code Section 1128, 11 U.S.C. Section 1128, including any adjournment or
continuation of that hearing from time to time.

2.14 Confirmation Order. This term will refer to and mean the
order confirming the Plan pursuant to Bankruptcy Code Section 1129, 11 U.S.C.
Section 1129.

2.15 Contingency Fund. This term is no longer needed to
implement the Plan, and will be deemed deleted from the Plan.

-10-
<PAGE> 15

2.16 Court. This term will be completely synonymous and
interchangeable with Bankruptcy Court, which is defined in a preceding section
of this Article II.

2.17 Creditor. This term will refer to and mean "creditor" as
defined in Bankruptcy Code Section 101(10), 11 U.S.C. Section 101(10), and will
include every holder of a Claim, whether or not such Claim is an Allowed Claim.

2.18 Debtor. This term will refer to and mean Edward J. Shoen,
in all capacities, including, but not limited to: (a) Edward J. Shoen,
individually; (b) the Estate of Edward J. Shoen; and (c) Edward J. Shoen, as the
representative of the Estate.

2.19 Debtor Professionals. This term will refer to and mean the
law firm of Streich Lang, a Professional Association, and any and all other
professionals which the Debtor or the Reorganized Debtor retains to assist in
the conduct of the Reorganization Case or to provide professional services for a
specified special purpose, all in accordance with Bankruptcy Code
Sections 327(a) and 327(e), 11 U.S.C. Sections 327(a) and 327(e).

2.20 Director Defendants. This term will refer to and mean
Edward J. Shoen, James P. Shoen, John M. Dodds, Aubrey K. Johnson, and William
E. Carty, wherever they are referred to collectively in the Plan.

2.21 Disbursing Agent. This term is no longer needed to
implement the Plan, and will be deemed deleted from the Plan.

2.22 Dischargeability Litigation. This term will refer to and
mean the adversary proceedings which the Share Case Plaintiffs have filed
against the Debtor and the other Director Defendants alleging: (a) that the
Share Case Claims, including interest from and after the Petition Date, are non-
dischargeable debts of the Debtor and the other Director Defendants under
certain provisions of Bankruptcy Code Section 523(a), 11 U.S.C. Section 523(a);
(b) that in the case of Edward J. Shoen (the Debtor herein), the Punitive Damage
Claim, also including interest from and after the Petition Date, is a
non-dischargeable debt of that particular Director Defendant under certain
provisions of Bankruptcy Code Section 523(a), 11 U.S.C. Section 523(a); and (c)
that in the cases of certain Director

-11-
<PAGE> 16

Defendants (i.e., Edward J. Shoen and James P. Shoen), discharges should be
denied based on certain provisions of Bankruptcy Code Section 727(a), 11 U.S.C.
Section 727(a). The Debtor and the other Director Defendants dispute the Share
Case Plaintiffs' contentions in the Dischargeability Litigation and deny that
the Share Case Plaintiffs are entitled to any of the relief requested in that
litigation.

2.23 Disclosure Statement. This term will refer to and mean the
Disclosure Statement (dated April 25, 1995 and amended and restated July 28,
1995 and August 10, 1995) which the Debtor prepared and the Bankruptcy Court
approved, in its present form or as it may be altered, amended, or modified.

2.24 Disputed Claim. This term will refer to and mean every
Claim which is not an Allowed Claim.

2.25 Distribution Account. This term is no longer needed to
implement the Plan, and will be deemed deleted from the Plan.

2.26 Effective Date. This term will refer to and mean the first
Business Day after the last of the following dates and events has occurred,
unless and to the extent that such conditions have been waived, wholly or
partially, by the Debtor or the Reorganized Debtor in the exercise of his sole
and absolute discretion: (a) one hundred eighty (180) days after the date on
which the Confirmation Order has become final and non-appealable without any
appeal, review, or other challenge of any kind to that order having been taken
or being still timely; and (b) October 1, 1996, provided, however, that if the
condition described in the preceding subsection (a) has been satisfied or waived
earlier than October 1, 1996, the Debtor or the Reorganized Debtor will be
entitled to establish the Effective Date earlier than October 1, 1996. Except
where performance earlier than the Effective Date is expressly required by the
Plan or where it is lawful and expressly permitted by the Plan to perform after
the Effective Date, performance under the Plan will be due on the Effective
Date. The Debtor and the Reorganized Debtor will have the right, but not the
obligation, to render any or all of the performance under the Plan prior to what
otherwise would be the Effective Date if the Debtor or the Reorganized Debtor
deems it appropriate to do so, including, but not limited to, the right to

-12-
<PAGE> 17

perform under any circumstances which would moot any appeal, review, or other
challenge of any kind to the Confirmation Order if the Confirmation Order is not
stayed pending such appeal, review, or other challenge.

2.26A Escrow Account. This term will refer to and mean an
account which will be established by the Reorganized Debtor on or before the
Effective Date to ensure that interest under the Share Case Judgment can be paid
on the unpaid Share Case Claims from and after the Petition Date if the
Bankruptcy Court requires payment of such interest, and if and when it is
finally adjudicated that such interest must be paid at the conclusion of all
litigation regarding the interest payment issue, including the Dischargeability
Litigation and the exhaustion of all appellate rights regarding payment of
post-Petition Date interest. The Escrow Account will be structured and
administered as follows:

(a) The Escrow Account will be established at a
federally insured bank or other federally insured financial institution which
the Bankruptcy Court has approved as a depository institution. The Escrow
Account will be an interest-bearing account; and the agent(s) who will be the
authorized signer(s) on the Escrow Account will be subject to approval by the
Bankruptcy Court. Such agent(s) will be separate and independent from the
Reorganized Debtor and AMERCO;

(b) If the Bankruptcy Court orders that post-Petition
Date interest must be paid under the Share Case Judgment on the unpaid Share
Case Claims, AMERCO will deposit cash in the Escrow Account sufficient to pay
such post-Petition Date interest;

(c) The Escrow Account will be maintained until the
post- Petition Date interest issue is finally adjudicated in all litigation
involving that issue and all appellate rights have been exhausted;

(d) If and when the funds in the Escrow Account are
distributed to the unpaid Share Case Plaintiffs, such funds (including interest
accrued thereon) will be distributed pro rata to the unpaid Share Case
Plaintiffs according to their respective unpaid Share Case Claims;

-13-
<PAGE> 18

(e) If it is finally adjudicated that payment of post-
Petition Date interest on the unpaid Share Case Claims is not required, the
funds in the Escrow Account will be distributed to AMERCO and the Escrow Account
will be closed;

(f) If there is an adjudication by the Bankruptcy
Court or at any interim appellate level that payment of post-Petition Date
interest on the unpaid Share Case Claims is not required, and if that
adjudication is then appealed by the affected Share Case Plaintiffs, AMERCO will
have the right (but not the obligation) to substitute an irrevocable letter of
credit approved by the Bankruptcy Court (or the appropriate appellate court) for
the cash otherwise deposited in the Escrow Account; and

(g) The Bankruptcy Court will have and retain
jurisdiction over the Escrow Account and all aspects of its administration.

2.27 Estate. This term will refer to and mean the bankruptcy
estate of the Debtor created under Bankruptcy Code Section 541, 11 U.S.C.
Section 541.

2.28 Executory Contract. This term will refer to and mean every
unexpired lease and other contract which is subject to being assumed or rejected
under Bankruptcy Code Section 365, 11 U.S.C. Section 365.

2.29 General Unsecured Claim. This term will refer to and mean
every Unsecured Claim against the Debtor, which will be classified and paid
under the Plan as the Plan provides for Class 4 Claims, and which is not an
Administrative Claim, a Priority Unsecured Claim, a Share Case Claim, a Punitive
Damage Claim, or a Securities Litigation Claim.

2.30 Impoundment Trust. This term will refer to and mean the
trust which will be the receptacle for all payments made, and/or property
deposited in lieu of cash payments, on account of the Claims of the Creditors
holding the Punitive Damage Claim. The Impoundment Trust will be established on
the Effective Date to receive and impound all distributions made on account of
the Punitive Damage Claim so long as it is a Disputed Claim and to disburse all
accumulated distributions with respect to the Punitive Damage Claim if and when,

-14-
<PAGE> 19

and to the extent that, it becomes an Allowed Claim. The Impoundment Trust will
be governed by the following terms and procedures:

(a) The Impoundment Trust will be an entity separate
and independent from the Reorganized Debtor and AMERCO. The Creditors holding
the Punitive Damage Claim will be the beneficiaries of the Impoundment Trust;
and each such Creditor will hold a pro rata interest in the Impoundment Trust to
the extent of each such Creditor's pro rata interest in the Punitive Damage
Claim. The Reorganized Debtor will be the settlor and the residual beneficiary
of the Impoundment Trust;

(b) The trustee of the Impoundment Trust will be an
individual or entity proposed by the Debtor or the Reorganized Debtor and
approved by the Bankruptcy Court. The trustee will be separate and independent
from the Reorganized Debtor and AMERCO;

(c) The powers and duties of the trustee of the
Impoundment Trust will be limited to the sequestration, investment, and eventual
distribution of the proceeds held in trust. The proceeds held in trust will be
sequestered by the trustee and will not be disbursed to the Creditors holding
the Punitive Damage Claim unless and until the Punitive Damage Claim becomes an
Allowed Claim. Unless otherwise agreed in writing by all of the Creditors
holding the Punitive Damage Claim which are the beneficiaries of the Impoundment
Trust (in which event such Creditors will bear all risk of losses), the trustee
will invest any cash deposits sequestered in the Impoundment Trust only in
federally insured deposits or other investments supported by the full faith and
credit of the United States;

(d) If the Reorganized Debtor deposits into the
Impoundment Trust any property in lieu of cash, then the Reorganized Debtor will
have the right, for a period of ninety (90) days after the Punitive Damage Claim
becomes an Allowed Claim, to liquidate such property or otherwise substitute and
deposit into the Impoundment Trust cash equal to the value of such property
before there is any sale, liquidation, or other disposition of the property by
the trustee of the Impoundment Trust;

-15-
<PAGE> 20

(e) All proceeds and property paid into the
Impoundment Trust, after deducting the trustee's fees and any other allowable
charges by the trustee, will be deemed payments on the Punitive Damage Claim
subject to that Claim becoming an Allowed Claim. The amounts deducted to pay the
trustee's fees and other allowable charges (if any) will be for the
administration of the Impoundment Trust, and will not be considered payments of
the Punitive Damage Claim;

(f) All proceeds or property remaining sequestered in
the Impoundment Trust after full payment of the Punitive Damage Claim will be
remitted to the Reorganized Debtor, subject to all of the Reorganized Debtor's
other obligations under the Plan, and the Impoundment Trust will terminate; and

(g) The Bankruptcy Court will have and retain
jurisdiction over the Impoundment Trust and all aspects of its administration.

2.31 Insider. This term will refer to and mean every individual
and entity which is an "insider" as defined in Bankruptcy Code Section 101(31),
11 U.S.C. Section 101(31), or was such an "insider" when the Claim of such
individual or entity arose.

2.31A Mary Anna/MARAN Agreements. This term will refer to and
mean collectively: (a) the "Settlement Agreement," dated September 19, 1995, by
and among Mary Anna (Shoen) Eaton, MARAN, Inc., the Debtor, the other Director
Defendants, and AMERCO; and (b) the "Stock Purchase Agreement," dated September
19, 1995, by and among Mary Anna (Shoen) Eaton, MARAN, Inc., the Debtor, and the
other Director Defendants. The Mary Anna/MARAN Agreements were approved by an
order of the Bankruptcy Court dated October 10, 1995.

2.31B Non-Shareholder Plaintiffs. This term will refer to and
mean those Share Case Plaintiffs who are not record owners of AMERCO common
stock. The Non-Shareholder Plaintiffs asserting currently unpaid Share Case
Claims are Samuel W. Shoen and Cecilia (Shoen) Hanlon. Michael L. Shoen is
primarily a Non-Shareholder Plaintiff, since he is the record owner of a very
small amount (approximately 380 shares) of AMERCO common stock. Katrina (Shoen)
Carlson is both a Shareholder Plaintiff and a Non-Shareholder Plaintiff. As of
the Petition

-16-
<PAGE> 21

Date, Mary Anna (Shoen) Eaton, Leonard S. Shoen, and Theresa (Shoen) Romero were
also Non-Shareholder Plaintiffs. However, the Share Case Claims of those
individuals and their controlled Shareholder Plaintiff corporations have been
settled or paid in full; and references to the Non-Shareholder Plaintiffs as
holders of unpaid Share Case Claims will not include those individuals.

2.32 Petition Date. This term will refer to and mean the filing
date of the voluntary Chapter 11 petition commencing the Reorganization Case,
which is February 21, 1995.

2.33 Plan. This term will refer to and mean this "Second
Amended And Restated Debtor's Plan Of Reorganization Proposed By Edward J. Shoen
(Including And Restating Surviving Provisions Of The Debtor's Initial Plan,
Amended And Restated Plan, And First, Second, Third, And Fourth Amendments)" and
every modification thereof, if any, filed by the Debtor.

2.34 Priority Unsecured Claim. This term will refer to and mean
every Unsecured Claim against the Debtor which is not an Administrative Claim, a
Share Case Claim, a Punitive Damage Claim, or a Securities Litigation Claim, and
which is asserted by the Creditor holding such Claim to be entitled to priority
under any applicable provision(s) of Bankruptcy Code Section 507, 11 U.S.C.
Section 507.

2.35 Professional Charges. This term will refer to and mean any
allowed interim and final professional fees and expenses charged by the Chapter
11 professionals employed with the approval of the Bankruptcy Court in the
Reorganization Case.

2.36 Punitive Damage Claim. This term will refer to and mean
every Claim against the Debtor which is asserted by the Creditor holding such
Claim to be created by the judgment entered in the Arizona Litigation on
February 21, 1995 with respect to punitive damages against the Debtor. The
Punitive Damage Claim is a Disputed Claim, and is classified in Class 5 under
the Plan and paid as the Plan provides for that Class.

-17-
<PAGE> 22
2.37 Reorganization Case. This term will refer to and mean the
case under Chapter 11 of the Bankruptcy Code which was commenced by the filing
of a voluntary Chapter 11 petition by the Debtor on the Petition Date.

2.38 Reorganized Debtor. This term will refer to and mean the
Debtor from and after the Confirmation Date. Unless otherwise expressly stated
or the context otherwise requires, alternative references to "the Debtor or the
Reorganized Debtor" throughout various provisions of the Plan are intended to
anticipate whether an event may occur before or after the Confirmation Date; and
such alternative references do not attempt to distinguish between the Debtor and
the Reorganized Debtor. Any settlement or agreement made by the Debtor as part
of the Plan before the Confirmation Date will survive the Confirmation Date and
the Effective Date and will bind both the Reorganized Debtor and every other
party to such settlement or agreement (including, but not limited to, the
provisions of the Plan as confirmed).

2.39 Secured Claim. This term will refer to and mean every
Claim against the Debtor (including every secured portion of a Claim which is
not fully secured) which is asserted by the Creditor holding such Claim to be
secured by a lien, security interest, or assignment encumbering property in
which the Debtor has an interest, provided, however, that such Claim will be a
Secured Claim only to the extent of the validity, perfection, and enforceability
of the claimed lien, security interest, or assignment and only to the extent of
the value of the interest of the Creditor holding such Claim against such
property of the Debtor.

2.40 Secured Creditor. This term will refer to and mean every
Creditor which holds a Secured Claim in the Reorganization Case.

2.41 Securities Litigation Claims. This term will refer to and
mean every Claim which has been asserted against the Debtor in certain
litigation initiated in the United States District Court for the District of
Nevada in Case Nos. CV-N-94-771-ECR, CV-N-94-810-ECR, CV-N-94-811-ECR, and
CV-N-94-821-ECR, and subsequently transferred to the United States District
Court for the District of Arizona (Case Nos. CIV-95-1338-PHX-ROS,
CIV-95-1446-PHX-ROS, CIV-95-1447-PHX-ROS, and CIV-95-1448-PHX-ROS). The Debtor
and others have entered into a settlement

-18-
<PAGE> 23
with the Creditors asserting the Securities Litigation Claims; and the
Bankruptcy Court has approved the Debtor's participation in that settlement. The
Securities Litigation Claims are classified and treated in Class 6 under the
Plan in accordance with the settlement previously described herein.

2.42 Settlement Trust. This term is no longer needed to
implement the Plan, and will be deemed deleted from the Plan.

2.43 Settlement Trust Property. This term is no longer needed
to implement the Plan, and will be deemed deleted from the Plan.

2.44 Share Case Claim. This term will refer to and mean every
Claim against the Debtor which is asserted by the Creditor holding such Claim to
be created by the Share Case Judgment. The Share Case Claims which are currently
unpaid will be classified and paid under the Plan as the Plan provides for Class
3B, Class 3C, Class 3E, and Class 3G, respectively. The Share Case Claim of each
unpaid Share Case Plaintiff is presently a Disputed Claim.

2.45 Share Case Judgment. This term will refer to and mean the
judgment entered in the Arizona Litigation which provides for payment of the
damage award creating each of the Share Case Claims, and which requires the
surrender and transfer of the Shareholder Plaintiffs' AMERCO common stock when
the respective Share Case Claims are paid.

2.46 Share Case Judgment Amount. This term is no longer needed
to implement the Plan, and will be deemed deleted from the Plan.

2.47 Share Case Judgment Codebtor Claim. This term is no longer
needed to implement the Plan, and will be deemed deleted from the Plan.

2.47A Share Case Plaintiffs. This term will refer to and mean
collectively the plaintiffs in the Arizona Litigation, which were as follows as
of the Petition Date: (a) Leonard S. Shoen and/or LSS, Inc.; (b) Samuel W. Shoen
and/or SAMWILL, Inc.; (c) Michael L. Shoen and/or MICKL, Inc.; (d) Mary Anna
(Shoen) Eaton and/or MARAN, Inc.; (e) Cecilia (Shoen) Hanlon and/or CEMAR, Inc.;
(f) Theresa (Shoen) Romero and/or THERMAR, Inc.; and (g) Katrina (Shoen) Carlson
and/or KATTYDID, Inc. The respective corporations named in the foregoing
subsections (a) through (g) are, to the best of the Debtor's knowledge,

-19-
<PAGE> 24
information and belief, entities which have a legal existence separate from the
respective individuals named in those subsections, but which are closely held
and controlled by those individuals. Notwithstanding the foregoing list of the
Share Case Plaintiffs as of the Petition Date, the Share Case Claims of Mary
Anna (Shoen) Eaton, MARAN, Inc., Leonard S. Shoen, LSS, Inc., Theresa (Shoen)
Romero, and THERMAR, Inc. have been settled or paid in full; and references to
the Share Case Plaintiffs as holders of unpaid Share Case Claims will not
include those individuals and entities.

2.48 Shareholder Plaintiffs. This term will refer to and mean,
separately and collectively, those Share Case Plaintiffs which are the record
owners of AMERCO common stock. As of the Petition Date, the Shareholder
Plaintiffs were: (a) LSS, Inc.; (b) SAMWILL, Inc.; (c) MICKL, Inc.; (d) MARAN,
Inc.; (e) CEMAR, Inc.; (f) THERMAR, Inc.; (g) KATTYDID, Inc.; (h) Michael L.
Shoen (to the extent of approximately 380 shares); and (i) Katrina (Shoen)
Carlson. Notwithstanding the foregoing list of the Shareholder Plaintiffs as of
the Petition Date, and pursuant to settlements or full payments of the Share
Case Claims of Mary Anna (Shoen) Eaton, MARAN, Inc., Leonard S. Shoen, LSS,
Inc., Theresa (Shoen) Romero, and THERMAR, Inc., the AMERCO common stock
formerly owned by MARAN, Inc., LSS, Inc., and THERMAR, Inc. has been transferred
to AMERCO's treasury. References to the Shareholder Plaintiffs as holders of
unpaid Share Case Claims and owners of AMERCO common stock will not include
those entities.

2.49 Share Case Plaintiffs' Effective Date Payoff. This term
will refer to and mean the total payments which will be made to the unpaid Share
Case Plaintiffs on or before the Effective Date in full settlement and
satisfaction of the unpaid Share Case Claims. Because of the Debtor's belief
that his Estate and the Estates of the other Director Defendants are insolvent,
the Debtor and the other Director Defendants propose that the total amount of
the Share Case Plaintiffs' Effective Date Payoff will be an amount at least
equal to the total of: (a) the principal amount of the remaining Share Case
Claims; plus (b) judgment interest on this amount at the rate of ten percent
(10%) per year from February 14, 1995 (the Share Case Plaintiffs' remittitur
acceptance date) to and

-20-
<PAGE> 25
including the Petition Date; plus (c) any taxable costs awarded against the
Debtor and the other Director Defendants pursuant to the Share Case Judgment.
The Escrow Account, which is not included in the Shareholder Plaintiffs'
Effective Date Payoff proposed herein, will be established to ensure the payment
of interest under the Share Case Judgment from and after the Petition Date if,
and only if, it is finally adjudicated as provided in the Plan that the Share
Case Plaintiffs are entitled to be paid such interest.

2.50 Stock Exchange Distributees. This term is no longer needed
to implement the Plan, and will be deemed deleted from the Plan.

2.51 Stock Exchange Distribution. This term is no longer needed
to implement the Plan, and will be deemed deleted from the Plan.

2.52 Unsecured Claim. This term will refer to and mean every
Claim against the Debtor, regardless of the priority of such Claim, which is not
a Secured Claim as defined in a preceding Section of this Article II.

2.53 Unsecured Committee. This term will refer to and mean the
Official Committee of Unsecured Creditors as appointed by the United States
Trustee pursuant to Bankruptcy Code Section 1102(a)(1), 11 U.S.C. Section
1102(a)(1).

2.54 Unsecured Creditor. This term will refer to and mean every
Creditor which asserts an Unsecured Claim in the Reorganization Case.

ARTICLE III

CLASSIFICATION OF CLAIMS AND THE DEBTOR'S EQUITYINTEREST

All Claims and the Debtor's equity interest are classified under the
Plan as hereafter stated in this Article. As of the Confirmation Hearing, any
Class of Claims which is not occupied by an Allowed Claim (or a Claim
temporarily or provisionally allowed by the Bankruptcy Court for voting
purposes) will be deemed deleted automatically from the Plan with respect to
voting on confirmation of the Plan.

3.1 Class 1: Administrative Claims. The Class 1 Claims will be
all Claims which are Administrative Claims, including all Professional Charges.

3.2 Class 2: Priority Unsecured Claims. The Class 2 Claims will
be all Claims which are Priority Unsecured Claims.

-21-
<PAGE> 26
3.3 Class 3A: Leonard S. Shoen And/Or LSS, Inc. Share Case
Claims. This Class does not contain any unpaid Claim, and will be deemed deleted
from the Plan.

3.4 Class 3B: Samuel W. Shoen And/Or SAMWILL, Inc. Share Case
Claims. The Class 3B Claims will be all Claims of Samuel W. Shoen and/or
SAMWILL, Inc. which are Share Case Claims.

3.5 Class 3C: Michael L. Shoen And/Or MICKL, Inc. Share Case
Claims. The Class 3C Claims will be all Claims of Michael L. Shoen and/or MICKL,
Inc. which are Share Case Claims.

3.6 Class 3D: Mary Anna (Shoen) Eaton And/Or MARAN, Inc. Share
Case Claims. This Class does not contain any unpaid Claim, and will be deemed
deleted from the Plan.

3.7 Class 3E: Cecilia (Shoen) Hanlon And/Or CEMAR, Inc. Share
Case Claims. The Class 3E Claims will be all Claims of Cecilia (Shoen) Hanlon
and/or CEMAR, Inc. which are Share Case Claims.

3.8 Class 3F: Theresa (Shoen) Romero And/Or THERMAR, Inc. Share
Case Claims. This Class does not contain any unpaid Claim, and will be deemed
deleted from the Plan.

3.9 Class 3G: Katrina (Shoen) Carlson And/Or KATTYDID, Inc.
Share Case Claims. The Class 3G Claims will be all Claims of Katrina (Shoen)
Carlson and/or KATTYDID, Inc. which are Share Case Claims.

3.10 Class 4: General Unsecured Claims. The Class 4 Claims will
be all Claims which are General Unsecured Claims.

3.11 Class 5: Punitive Damage Claim. The Class 5 Claims will be
all Claims which are the Punitive Damage Claim.

3.12 Class 6: Securities Litigation Claims. The Class 6 Claims
will be all Claims which are the Securities Litigation Claims.

3.13 Class 7: Share Case Judgment Codebtor Claims. This Class
does not contain any unpaid Claim, and will be deemed deleted from the Plan.

3.14 Class 8: Debtor's Equity Interest. Class 8 contains the
equity interest of the Debtor, who is an individual.

-22-
<PAGE> 27
ARTICLE IV

TREATMENT OF CLASSES INDISPUTABLY UNIMPAIRED BY THE PLAN

4.1 Treatment of Class 1 (Administrative Claims). The holder of
every Class 1 Administrative Claim will be paid: (a) fully and in cash on the
Effective Date (including any interest allowed by the Bankruptcy Court) if the
Claim is then an Allowed Claim; (b) fully and in cash (including any interest
allowed by the Bankruptcy Court) when and if the Claim becomes an Allowed Claim
after the Effective Date; or (c) as otherwise agreed in writing by the holder of
the Allowed Claim or ordered by the Bankruptcy Court. Every Allowed Class 1
Administrative Claim for an operating expense of the Debtor incurred in the
ordinary course of the Debtor's business will be paid fully and in cash in the
ordinary course of such business (including any payment terms applicable to any
such expense). The likely sources of the payments of all Allowed Class 1
Administrative Claims will be: (i) AMERCO, as to Professional Charges; and (ii)
otherwise, the Debtor's property and post-petition income. Accordingly, Class 1
Administrative Claims are unimpaired by the Plan and Bankruptcy Code Section
1124, 11 U.S.C. Section 1124, and are deemed to have accepted the Plan pursuant
to Bankruptcy Code Section 1126(f), 11 U.S.C. Section 1126(f).

4.2 Treatment of Class 2 (Priority Unsecured Claims). The
holder of every Class 2 Priority Unsecured Claim will be paid: (a) fully and in
cash on the Effective Date (including any interest allowed by the Bankruptcy
Court) if the Claim is then an Allowed Claim; (b) fully and in cash (including
any interest allowed by the Bankruptcy Court) when and if the Claim becomes an
Allowed Claim after the Effective Date; (c) fully and in cash (including any
interest allowed by the Bankruptcy Court) with respect to any Allowed Claim for
unpaid taxes of the kind provided in Bankruptcy Code Section 507(a)(8), 11
U.S.C. Section 507(a)(8), provided, however, that as permitted by Bankruptcy
Code Section 1129(a)(9), 11 U.S.C. Section 1129(a)(9), any such Allowed Claim
will be paid in deferred quarterly cash payments of principal and market rate
interest payable in arrears over a period of six (6) years from and after the
date of assessment of such Claim; or (d) as otherwise agreed in writing by the
holder of the Allowed Claim or ordered

-23-
<PAGE> 28
by the Bankruptcy Court. If there is any dispute between the Debtor and the
Creditors holding the Priority Unsecured Claims, including any dispute regarding
the appropriate market rate of interest from and after the Effective Date, that
dispute will be resolved and adjudicated by the Bankruptcy Court at, or in
conjunction with, the Confirmation Hearing. As an appropriate market interest
rate, the Debtor proposes eight percent (8%) per year. The likely sources of the
payments of all such Allowed Claims, if there are any such Allowed Claims, will
be the Debtor's property and post-petition income. Accordingly, Class 2 Claims
are unimpaired by the Plan and Bankruptcy Code Section 1124, 11 U.S.C. Section
1124, and are deemed to have accepted the Plan pursuant to Bankruptcy Code
Section 1126(f), 11 U.S.C. Section 1126(f).

4.3 Treatment Of Unimpaired Classes Not Changed. The Debtor has
not changed the treatment of Class 1 and Class 2 from what the Debtor proposed
in previous versions of the Plan.

ARTICLE V

TREATMENT OF CLASS 3A CLAIMS

(LEONARD S. SHOEN AND/OR LSS, INC. SHARE CASE CLAIMS)

Because of the full payment of the Share Case Claims previously
asserted by Leonard S. Shoen and LSS, Inc., Article V is no longer needed to
implement the Plan, and will be deemed deleted from the Plan.

ARTICLE VI

TREATMENT OF CLASS 3B CLAIMS

(SAMUEL W. SHOEN AND/OR SAMWILL, INC. SHARE CASE CLAIMS)

6.1 On or before the Effective Date, each Class 3B Claim will
be paid in cash from the Share Case Plaintiffs' Effective Date Payoff; and each
such Claim will become an Allowed Claim at the time of, and to the extent of,
such payment. AMERCO will pay each Shareholder Plaintiff and each
Non-Shareholder Plaintiff in Class 3B their respective portions of the Share
Case Plaintiffs' Effective Date Payoff as stated in the matrix attached as
Appendix "1" to the Plan and incorporated by reference in the Plan. At the same
time, the Escrow Account will be funded to ensure that the Creditors asserting
the Class 3B Claims

-24-
<PAGE> 29
will be paid interest on the Class 3B Claims from and after the Petition Date
if, and only if, it is finally adjudicated in all litigation where the payment
of post-Petition Date interest is at issue (including Dischargeability
Litigation and the exhaustion of all appeal rights) that the Creditors asserting
the Class 3B Claims are entitled to be paid such post-Petition Date interest. If
any post-Petition Date interest is ultimately paid from the Escrow Account,
such interest will be paid pro rata to the Shareholder Plaintiff and the
Non-Shareholder Plaintiff in Class 3B in the same proportion as their respective
Share Case Claims.

6.2 When the Creditors asserting the Class 3B Claims receive
payment from the Share Case Plaintiffs' Effective Date Payoff and the Escrow
Account is funded, all of the AMERCO common stock owned by the Shareholder
Plaintiff(s) in Class 3B (and any successor in interest thereof) will be
transferred immediately and automatically to AMERCO as the designee of the
Debtor and the other Director Defendants. Any failure or refusal of the Class 3B
Shareholder Plaintiff(s) (including any successor in interest thereof) to
surrender and transfer the AMERCO common stock will not prohibit or delay AMERCO
from causing and executing the transfer of the AMERCO common stock on the books
and records of AMERCO.

6.3 The source of the funds which will be paid to satisfy the
Class 3B Claims (including the funding of the Escrow Account) will be AMERCO.

6.4 The Debtor believes that the Class 3B Claims are unimpaired
by the Plan. Conversely, if the Class 3B Claims are impaired, they will be paid
in full in compliance with Bankruptcy Code Section 1129(b)(2)(B)(i), 11 U.S.C.
Section 1129(b)(2)(B)(i).

ARTICLE VII

TREATMENT OF CLASS 3C CLAIMS

(MICHAEL L. SHOEN AND/OR MICKL, INC. SHARE CASE CLAIMS)

7.1 On or before the Effective Date, each Class 3C Claim will
be paid in cash from the Share Case Plaintiffs' Effective Date Payoff; and each
such Claim will become an Allowed Claim at the time of, and to the extent of,
such

-25-
<PAGE> 30
payment. AMERCO will pay each Shareholder Plaintiff and each Non-Shareholder
Plaintiff in Class 3C their respective portions of the Share Case Plaintiffs'
Effective Date Payoff as stated in the matrix attached as Appendix "1" to the
Plan and incorporated by reference in the Plan. At the same time, the Escrow
Account will be funded to ensure that the Creditors asserting the Class 3C
Claims will be paid interest on the Class 3C Claims from and after the Petition
Date if, and only if, it is finally adjudicated in all litigation where the
payment of post-Petition Date interest is at issue (including Dischargeability
Litigation and the exhaustion of all appeal rights) that the Creditors asserting
the Class 3C Claims are entitled to be paid such post-Petition Date interest. If
any post- Petition Date interest is ultimately paid from the Escrow Account,
such interest will be paid pro rata to the Shareholder Plaintiff and the
Non-Shareholder Plaintiff in Class 3C in the same proportion as their respective
Share Case Claims.

7.2 When the Creditors asserting the Class 3C Claims receive
payment from the Share Case Plaintiffs' Effective Date Payoff and the Escrow
Account is funded, all of the AMERCO common stock owned by the Shareholder
Plaintiff(s) in Class 3C (and any successor in interest thereof) will be
transferred immediately and automatically to AMERCO as the designee of the
Debtor and the other Director Defendants. Any failure or refusal of the Class 3C
Shareholder Plaintiff(s) (including any successor in interest thereof) to
surrender and transfer the AMERCO common stock will not prohibit or delay AMERCO
from causing and executing the transfer of the AMERCO common stock on the books
and records of AMERCO.

7.3 The source of the funds which will be paid to satisfy the
Class 3C Claims (including the funding of the Escrow Account) will be AMERCO.

7.4 The Debtor believes that the Class 3C Claims are unimpaired
by the Plan. Conversely, if the Class 3C Claims are impaired, they will be paid
in full in compliance with Bankruptcy Code Section 1129(b)(2)(B)(i), 11 U.S.C.
Section 1129(b)(2)(B)(i).

-26-
<PAGE> 31
ARTICLE VIII

TREATMENT OF CLASS 3D CLAIMS

(MARY ANNA (SHOEN) EATON AND/OR MARAN, INC. SHARE CASE CLAIMS)

Because of the settlements of the Share Case Claims previously
asserted by Mary Anna (Shoen) Eaton and MARAN, Inc. (and the full performance of
those settlements after the Bankruptcy Court's approval of the Debtor's
participation), Article VIII is no longer needed to implement the Plan, and will
be deemed deleted from the Plan.

ARTICLE IX

TREATMENT OF CLASS 3E CLAIMS

(CECILIA (SHOEN) HANLON AND/OR CEMAR, INC. SHARE CASE CLAIMS)

9.1 On or before the Effective Date, each Class 3E Claim will
be paid in cash from the Share Case Plaintiffs' Effective Date Payoff; and each
such Claim will become an Allowed Claim at the time of, and to the extent of,
such payment. AMERCO will pay each Shareholder Plaintiff and each
Non-Shareholder Plaintiff in Class 3E their respective portions of the Share
Case Plaintiffs' Effective Date Payoff as stated in the matrix attached as
Appendix "1" to the Plan and incorporated by reference in the Plan. At the same
time, the Escrow Account will be funded to ensure that the Creditors asserting
the Class 3E Claims will be paid interest on the Class 3E Claims from and after
the Petition Date if, and only if, it is finally adjudicated in all litigation
where the payment of post-Petition Date interest is at issue (including
Dischargeability Litigation and the exhaustion of all appeal rights) that the
Creditors asserting the Class 3E Claims are entitled to be paid such
post-Petition Date interest. If any post-Petition Date interest is ultimately
paid from the Escrow Account, such interest will be paid pro rata to the
Shareholder Plaintiff and the Non-Shareholder Plaintiff in Class 3E in the same
proportion as their respective Share Case Claims.

9.2 When the Creditors asserting the Class 3E Claims receive
payment from the Share Case Plaintiffs' Effective Date Payoff and the Escrow
Account is funded, all of the AMERCO common stock owned by the Shareholder

-27-
<PAGE> 32
Plaintiff(s) in Class 3E (and any successor in interest thereof) will be
transferred immediately and automatically to AMERCO as the designee of the
Debtor and the other Director Defendants. Any failure or refusal of the Class 3E
Shareholder Plaintiff(s) (including any successor in interest thereof) to
surrender and transfer the AMERCO common stock will not prohibit or delay AMERCO
from causing and executing the transfer of the AMERCO common stock on the books
and records of AMERCO.

9.3 The source of the funds which will be paid to satisfy the
Class 3E Claims (including the funding of the Escrow Account) will be AMERCO.

9.4 The Debtor believes that the Class 3E Claims are unimpaired
by the Plan. Conversely, if the Class 3E Claims are impaired, they will be paid
in full in compliance with Bankruptcy Code Section 1129(b)(2)(B)(i), 11 U.S.C.
Section 1129(b)(2)(B)(i).

ARTICLE X

TREATMENT OF CLASS 3F CLAIMS

(THERESA (SHOEN) ROMERO AND/OR THERMAR, INC. SHARE CASE CLAIMS)

Because of the full payment of the Share Case Claims previously
asserted by Theresa (Shoen) Romero and THERMAR, Inc., Article X is no longer
needed to implement the Plan, and will be deemed deleted from the Plan.

ARTICLE XI

TREATMENT OF CLASS 3G CLAIMS

(KATRINA (SHOEN) CARLSON AND/OR KATTYDID, INC. SHARE CASE CLAIMS)

11.1 On or before the Effective Date, each Class 3G Claim will
be paid in cash from the Share Case Plaintiffs' Effective Date Payoff; and each
such Claim will become an Allowed Claim at the time of, and to the extent of,
such payment. AMERCO will pay each Shareholder Plaintiff and each
Non-Shareholder Plaintiff in Class 3G their respective portions of the Share
Case Plaintiffs' Effective Date Payoff as stated in the matrix attached as
Appendix "1" to the Plan and incorporated by reference in the Plan. At the same
time, the Escrow Account will be funded to ensure that the Creditors asserting
the Class 3G Claims will be paid interest on the Class 3G Claims from and after
the Petition Date if,

-28-
<PAGE> 33
and only if, it is finally adjudicated in all litigation where the payment of
post-Petition Date interest is at issue (including Dischargeability Litigation
and the exhaustion of all appeal rights) that the Creditors asserting the Class
3G Claims are entitled to be paid such post-Petition Date interest. If any post-
Petition Date interest is ultimately paid from the Escrow Account, such interest
will be paid pro rata to the Shareholder Plaintiff and the Non-Shareholder
Plaintiff in Class 3G in the same proportion as their respective Share Case
Claims.

11.2 When the Creditors asserting the Class 3G Claims receive
payment from the Share Case Plaintiffs' Effective Date Payoff and the Escrow
Account is funded, all of the AMERCO common stock owned by the Shareholder
Plaintiff(s) in Class 3G (and any successor in interest thereof) will be
transferred immediately and automatically to AMERCO as the designee of the
Debtor and the other Director Defendants. Any failure or refusal of the Class 3G
Shareholder Plaintiff(s) (including any successor in interest thereof) to
surrender and transfer the AMERCO common stock will not prohibit or delay AMERCO
from causing and executing the transfer of the AMERCO common stock on the books
and records of AMERCO.

11.3 The source of the funds which will be paid to satisfy the
Class 3G Claims (including the funding of the Escrow Account) will be AMERCO.

11.4 The Debtor believes that the Class 3G Claims are
unimpaired by the Plan. Conversely, if the Class 3G Claims are impaired, they
will be paid in full in compliance with Bankruptcy Code Section
1129(b)(2)(B)(i), 11 U.S.C. Section 1129(b)(2)(B)(i).

ARTICLE XII

TREATMENT OF CLASS 4 CLAIMS

(GENERAL UNSECURED CLAIMS)

12.1 All Class 4 Claims which are Allowed Claims will be paid
in full and in cash as hereafter provided in this Article XII.

12.2 The General Unsecured Claims which are Allowed Claims will
be paid as follows:

-29-
<PAGE> 34
(a) On or before the Effective Date, the Reorganized
Debtor will pay an amount in cash which is not less than one-third (1/3) of the
amount of all General Unsecured Claims which are Allowed Claims. This amount
will be distributed by the Reorganized Debtor to pay pro rata distributions to
the General Unsecured Creditors holding Allowed Class 4 Claims;

(b) On or before the six (6) month anniversary of the
Effective Date, the Reorganized Debtor will pay an additional amount in cash
which is not less than one-third (1/3) of the amount of all General Unsecured
Claims which are Allowed Claims. This additional amount will be distributed by
the Reorganized Debtor to pay pro rata distributions to the General Unsecured
Creditors holding Allowed Class 4 Claims;

(c) On or before the one (1) year anniversary of the
Effective Date, the Reorganized Debtor will pay a further amount in cash which
will be sufficient to pay the unpaid balance, if any, of all Allowed Class 4
Claims and any unpaid interest which may be allowed by the Bankruptcy Court with
respect to such Claims. The final payment will be distributed by the Reorganized
Debtor to pay final pro rata distributions to the General Unsecured Creditors
holding Allowed Class 4 Claims;

(d) The distribution provisions in the foregoing
subsections (a) through (c) for General Unsecured Creditors holding Allowed
Class 4 Claims will be subject to reserves for any Class 4 Claims which are or
may be Disputed Claims. Such reserves, if any, will enable the Reorganized
Debtor to make pro rata payments to the Creditors holding any such Disputed
Claims when and if those Claims become Allowed Claims; and

(e) From and after the Effective Date, interest will
accrue and will be payable on the unpaid balance of each Class 4 General
Unsecured Claim which is or becomes an Allowed Claim at a market rate of
interest determined by the Bankruptcy Court. If there is any dispute between the
Debtor and the Creditor holding the General Unsecured Claim regarding the
appropriate market interest rate proposed by the Debtor, that dispute will be
resolved and adjudicated by the Bankruptcy Court at, or in conjunction with, the
Confirmation

-30-
<PAGE> 35
Hearing. As an appropriate market interest rate, the Debtor proposes eight
percent (8%) per year.

12.3 The likely source of the payments of the Allowed Class 4
General Unsecured Claims will be the Debtor's property and post-petition income.

12.4 The General Unsecured Claims which comprise the Class 4
Claims are impaired pursuant to the Plan.

12.5 The Debtor has not changed the treatment of Class 4 from
what the Debtor proposed in previous versions of the Plan and the Creditors in
Class 4 voted to accept. Such previous versions of the Plan contemplated the use
of a formal Distribution Account (in the name of the Reorganized Debtor) and
Disbursing Agent (which could be the Reorganized Debtor) to make the Class 4
payments. See Sections 2.21 (Disbursing Agent) and 2.25 (Distribution Account)
and Article XII of the Amended and Restated Plan dated July 28, 1995. If the
Bankruptcy Court determines that the continuation of such formalities is
necessary to avoid a material modification of the Plan, the Debtor and the
Reorganized Debtor will reinstitute and establish the previously defined
Disbursing Agent and Distribution Account.

ARTICLE XIII

TREATMENT OF CLASS 5 CLAIMS

(PUNITIVE DAMAGE CLAIM)

13.1 The Class 5 Punitive Damage Claim is a Disputed Claim
which will be treated as hereafter provided in this Section 13.1 and this
Article XIII:

(a) On the Effective Date, and annually thereafter on
each anniversary of the Effective Date, the Reorganized Debtor will pay cash
into the Impoundment Trust, or will deposit property in lieu of cash as provided
in Section 13.2 hereof, which will be sufficient to amortize and to pay in full
the Punitive Damage Claim, including any interest thereon which the Reorganized
Debtor is required to pay, in equal annual installments by the tenth (10th)
anniversary of the Effective Date. Subject to the above-stated amortization
provisions, the entire unpaid balance of the Punitive Damage Claim, including
any

-31-
<PAGE> 36
unpaid interest, will be due and payable on the tenth (10th) anniversary of the
Effective Date;

(b) From and after the Effective Date, and until the
allowance or disallowance wholly or in part of the Punitive Damage Claim, that
Claim will bear interest at a market rate of interest, which will be paid from
the payments made on account of the Punitive Damage Claim and which will reduce
the principal amount of the Punitive Damage Claim if and to the extent that it
becomes an Allowed Claim in a lesser amount. If there is any dispute between the
Debtor and the Creditors holding the Punitive Damage Claim regarding the
appropriate market interest rate, that dispute will be resolved and adjudicated
by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. As
an appropriate market interest rate, the Debtor proposes eight percent (8%) per
year;

(c) The payments of the Punitive Damage Claim by
deposits into the Impoundment Trust for the accounts of the Creditors holding
the Punitive Damage Claim (including all interest earned thereon) will be
disbursed pro rata to the Creditors holding the Punitive Damage Claim if and
when it becomes an Allowed Claim. The Impoundment Trust will terminate at that
time; and all subsequent payments (if any) will be made directly to the
Creditors then holding the Allowed Punitive Damage Claim; and

(d) If and to the extent that the Punitive Damage Claim
is disallowed in whole or in part, the trustee of the Impoundment Trust will
remit to the Reorganized Debtor any cash, or property in lieu of cash, in excess
of the amount then required to be deposited in the Impoundment Trust in order to
amortize the Punitive Damage Claim as provided in this Article XIII.

13.2 Unless and until the Punitive Damage Claim is an Allowed
Claim, the Reorganized Debtor may, in the exercise of his sole and absolute
discretion, deposit into the Impoundment Trust property in lieu of cash
comprised of shares of AMERCO common stock then owned by the Reorganized Debtor.
In order to credit the value of that AMERCO common stock against the Reorganized
Debtor's obligation to amortize the Punitive Damage Claim, the AMERCO common
stock deposited into the

-32-
<PAGE> 37
Impoundment Trust will be deemed to have the value established by the market
price of that stock on the date of the deposit. If the Reorganized Debtor
deposits AMERCO common stock in lieu of cash:

(a) The trustee of the Impoundment Trust will sequester
and hold such property until the allowance or disallowance of the Punitive
Damage Claim and, for a period of ninety (90) days after the date on which the
Punitive Damage Claim becomes an Allowed Claim, the trustee will not sell,
liquidate, or otherwise dispose of such property;

(b) Until the expiration of ninety (90) days after the
date on which the Punitive Damage Claim becomes an Allowed Claim, the
Reorganized Debtor will have and retain the right to sell, liquidate, or
otherwise dispose of such property and pay into the Impoundment Trust cash equal
to the value of such property; and

(c) Any dividend or other distribution payable with
respect to the stock held in the Impoundment Trust will be retained in the
Impoundment Trust, and will be deemed to be paid on account of the Punitive
Damage Claim and will reduce the amount of the Punitive Damage Claim if and to
the extent it becomes an Allowed Claim.

13.3 The likely source of the payments of the Punitive Damage
Claim will be the income and property of the Reorganized Debtor.

13.4 The Punitive Damage Claim which comprises the Class 5
Claim is impaired pursuant to the Plan.

13.5 The Debtor has not changed the treatment of Class 5 from
what the Debtor proposed in previous versions of the Plan.

ARTICLE XIV

TREATMENT OF CLASS 6 CLAIMS

(SECURITIES LITIGATION CLAIMS)

14.1 The Class 6 Securities Litigation Claims will be treated
in accordance with the terms of the settlement by and among the Debtor and
others and the Creditors asserting the Securities Litigation Claims. A copy of
the settlement materials (as to which the Bankruptcy Court has approved the

-33-
<PAGE> 38
participation of the Debtor and the other Director Defendants) has been filed
with the Bankruptcy Court and is part of the record already established in
previous sessions of the Confirmation Hearing; and the settlement materials are
incorporated by reference in the Plan.

14.2 The Securities Litigation Claims which comprise the Class
6 Claims are impaired pursuant to the Plan.

14.3 The Debtor has not changed the treatment of Class 6 from
what the Debtor proposed in previous versions of the Plan after the settlement
was executed and the Creditors in Class 6 voted to accept the Plan.

ARTICLE XV

TREATMENT OF CLASS 7 CLAIMS

(SHARE CASE JUDGMENT CODEBTOR CLAIMS)

Because there are not any allowable Share Case Judgment
Creditor Claims, Article XV is no longer needed to implement the Plan, and will
be deemed deleted from the Plan.

ARTICLE XVI

TREATMENT OF CLASS 8 DEBTOR'S EQUITY INTEREST

16.1 Subject to the provisions of the Plan providing for
payment in full of the Creditors holding the Allowed Claims in the Classes of
Creditors established by the Plan, the Debtor will retain his equity interest,
which will revest in the Reorganized Debtor on the Effective Date. In order to
retain the equity interest, the Debtor and the Reorganized Debtor arranged for
funding of the Plan by AMERCO and committed to fund the Plan with property of
the Debtor and the Reorganized Debtor as well as post-petition income of the
Debtor and the Reorganized Debtor in order to ensure that Creditors will be paid
in full as provided in the Plan.

16.2 The Class 8 Debtor's equity interest is unimpaired
pursuant to the Plan.

-34-
<PAGE> 39
ARTICLE XVII

MEANS FOR EXECUTION OF THE PLAN

The means for execution of the Plan are and will be as follows:

17.1 The Plan will be funded: (a) by AMERCO with respect to the
Share Case Claims; and (b) with respect to the other Claims, by the
post-petition income and other property of the Debtor and the Reorganized Debtor
which will be available to implement the Plan. Identifications throughout the
Plan of likely sources of payments will not limit or preclude the Debtor or the
Reorganized Debtor from funding the Plan by using any lawful sources of the
necessary money or other property.

17.2 Subject to: (a) the use of the Impoundment Trust to
sequester and hold payments made with respect to the Punitive Damage Claim
(which is a Disputed Claim); and (b) the rights of the Debtor and the
Reorganized Debtor to scrutinize, to object to, and/or to subordinate any
Claims, the Debtor believes that the Plan is a full payment plan of
reorganization for the Creditors whose Claims are classified and paid pursuant
to the Plan.

17.3 In accordance with Bankruptcy Code Section 1123(b)(3), 11
U.S.C. Section 1123(b)(3), both the Debtor and the Reorganized Debtor will own
and retain, and may enforce, compromise, settle, release, or otherwise dispose
of, any and all claims, defenses, counterclaims, setoffs, and recoupments
belonging to the Debtor or his Estate. Notwithstanding the above-stated
reservation of rights and the powers to exercise those rights, and as requested
by AMERCO as part of AMERCO's agreement to fund the Share Case Plaintiffs'
Effective Date Payoff and the Escrow Account, the Reorganized Debtor will assign
any such rights to AMERCO and designate AMERCO as his successor in interest to
exercise any such rights to the full extent permitted by applicable law.

17.4 Whenever the Plan requires a payment to be made, such
payment will be deemed made and effective as of the date when the payment is
tendered to the Creditor to which the payment is due (including the trustee of a
trust to which the payment is due). If any Creditor (including any trustee as
noted above) refuses a tender, the payment tendered and refused will be held by
the

-35-
<PAGE> 40
individual or entity making the tender for the benefit of that Creditor pending
final adjudication of the dispute. However, when and if the dispute is finally
adjudicated and the Creditor receives the payment previously tendered and
refused, the Creditor will be obliged to apply the payment in accordance with
the Plan as of the date of tender; and while a dispute is pending and after
adjudication thereof, the Creditor will not have the right to claim interest or
other charges on account of the tendered payment or to exercise any other right
which would be enforceable by the Creditor if the Debtor failed to make the
tendered payment.

ARTICLE XVIII

TREATMENT OF EXECUTORY CONTRACTS

18.1 Before the Confirmation Date, if the Debtor intends to
assume or to reject any Executory Contracts, the Debtor will file one or more
motions identifying the Executory Contracts which he intends to assume as of the
Confirmation Date and those which he intends to reject as of the Confirmation
Date; and such motions and the Bankruptcy Court's orders thereon will be deemed
incorporated in the Plan.

18.2 All Executory Contracts which are assumed will be vested
in the Reorganized Debtor as of the Confirmation Date.

18.3 Notwithstanding the foregoing, the Debtor has searched his
records and, to the best of his knowledge, information, and belief, the Debtor
is not a party to any Executory Contracts. Specifically, the Debtor does not
believe that any pre-petition agreement(s) involving the Debtor and Paul (see
note 2 above) is an Executory Contract and, in all events, the Debtor intends to
continue complying with any such agreement(s).

-36-
<PAGE> 41
ARTICLE XVIII-A

SUBSTANTIAL CONSUMMATION OF THE PLAN

Unless otherwise provided in the Confirmation Order,
substantial consummation of the Plan will occur on the Effective Date. For
purposes of the substantial consummation provision of Bankruptcy Code Section
1101(2), 11 U.S.C. Section 1101(2), and in addition to the timing of any other
event(s) relevant to substantial consummation, the equity interest and property
retained by the Reorganized Debtor will revest in the Reorganized Debtor on the
Effective Date.

ARTICLE XIX

DISCHARGE

Except as otherwise provided in the Confirmation Order or the
Plan, entry of the Confirmation Order will discharge, as of the Effective Date,
any and all Claims against the Debtor and the Reorganized Debtor, including,
without limitation, any Claim which arose at any time before the entry of the
Confirmation Order and any Claim of a kind described in Bankruptcy Code Section
502(g), 11 U.S.C. Section 502(g). On and after the Confirmation Date, and as to
every discharged Claim, every Creditor holding such a Claim will be precluded
from asserting against the Debtor, the Reorganized Debtor, and any assets of the
Debtor or the Reorganized Debtor, any such discharged Claim and any rights,
remedies, demands, damages, or liabilities of any kind arising from or related
to any such discharged Claim. Notwithstanding the foregoing provisions of this
Article XIX, the Debtor's discharge from the matters which are the subject of
the Dischargeability Litigation will remain subject to a condition subsequent
(whereby the Debtor's discharge may be revoked wholly or in part pursuant to
such matters) until the Dischargeability Litigation is finally adjudicated and
concluded.

ARTICLE XX

MODIFICATIONS OF THE PLAN

The Plan may be modified by the Debtor or the Reorganized
Debtor (as applicable) from time to time in accordance with, and pursuant to,
Bankruptcy Code Section 1127, 11 U.S.C. Section 1127.

-37-
<PAGE> 42
ARTICLE XXI

RETENTION OF JURISDICTION

Notwithstanding confirmation of the Plan, the Bankruptcy Court
will retain jurisdiction for the following purposes:

21.1 In General. The Bankruptcy Court will retain jurisdiction
to determine the allowance and payment of any Claim(s) upon any objection(s)
thereto (or other appropriate proceedings) by the Debtor, by the Reorganized
Debtor, or by any other party in interest entitled to proceed in that manner. As
part of such retained jurisdiction, the Bankruptcy Court will continue to
determine the allowance of Administrative Claims and any request(s) for
payment(s) thereof, including Administrative Claims (if any) for Professional
Charges. In particular, and without limitation, the Bankruptcy Court will retain
jurisdiction pursuant to Bankruptcy Code Section 1129(a)(4), 11 U.S.C. Section
1129(a)(4), to review and approve payments for services, costs, and expenses
within the scope of that statutory provision to whatever extent (if any) the
Bankruptcy Court deems appropriate under the circumstances of the Reorganization
Case. The Bankruptcy Court's retained jurisdiction also will include permitting
the Debtor or the Reorganized Debtor to correct arithmetical errors, if any, in
the calculation and payment of any Claim(s).

21.2 Plan Disputes And Enforcement. The Bankruptcy Court will
retain jurisdiction to determine any dispute(s) which may arise regarding the
interpretation of any provision(s) of the Plan. The Bankruptcy Court also will
retain jurisdiction to enforce any provisions of the Plan and any and all
documents relating to the Plan, and to enjoin and otherwise to sanction any
interference with the efforts of the Debtor, the other Director Defendants,
and/or AMERCO to perform the Plan.

21.3 Further Orders. The Bankruptcy Court will retain
jurisdiction to facilitate the performance of the Plan by entering, consistent
with the provisions of the Plan, any further necessary or appropriate order(s)
regarding enforcement of the Plan and any provision(s) thereof. In addition, the

-38-
<PAGE> 43
Bankruptcy Court will retain jurisdiction to facilitate or implement the
discharge of any Claim, or any portion thereof, pursuant to the Plan.

21.4 Other Claims. The Bankruptcy Court will retain
jurisdiction to adjudicate any cause(s) of action or other proceeding(s)
presently pending or otherwise referenced here or elsewhere in the Plan,
including, but not limited to, the adjudication of any and all "core
proceedings" under 28 U.S.C. Section 157(b) which may be pertinent to the
Reorganization Case, and which the Debtor or the Reorganized Debtor may deem
appropriate to initiate and prosecute before the Court in aid of the
reorganization of the Debtor. This provision will not restrict the rights of the
Debtor or the Reorganized Debtor to proceed in any other court of competent
jurisdiction; but it will not be construed to require or suggest that the Debtor
or the Reorganized Debtor must or should proceed elsewhere.

21.5 Final Decree. The Bankruptcy Court will retain
jurisdiction to enter an appropriate final decree in the Reorganization Case.

21.6 Appeals. If there is any appeal of the Confirmation Order
or any other kind of review or challenge to the Confirmation Order, and provided
that no stay of the effectiveness of the Confirmation Order has been entered,
the Bankruptcy Court will retain jurisdiction to implement and enforce the
Confirmation Order and the Plan according to their terms, including, but not
limited to, jurisdiction to enter such orders regarding the Plan or the
performance thereof as may be necessary to effectuate the reorganization of the
Debtor.

21.7 Executory Contracts. The Bankruptcy Court will retain
jurisdiction to determine any and all motions regarding assumption or rejection
of Executory Contracts and any and all Claims arising therefrom.

21.8 Committees. The Unsecured Committee will be deemed
dissolved when the Effective Date occurs.

-39-
<PAGE> 44
ARTICLE XXII

GENERAL PROVISIONS

22.1 Extension Of Payment Dates. If any payment date falls due
on any day which is not a Business Day, then such due date will be extended to
the next Business Day.

22.2 Confirmation By Non-Acceptance Method. The Debtor hereby
requests, if necessary, confirmation of the Plan pursuant to Bankruptcy Code
Section 1129(b), 11 U.S.C. Section 1129(b), with respect to any impaired Class
of Claims which does not vote to accept the Plan.

22.3 Vesting. As of the Effective Date, the Reorganized Debtor
will be vested with all property of the Estate free and clear of all Claims,
liens, security interests, assignments, encumbrances, charges, and other
interests of Creditors (except those Creditors whose Claims have been modified
and restructured and remain outstanding after the Effective Date as provided in
the Plan); and the Reorganized Debtor will be free of any restrictions imposed
by the Bankruptcy Code and may act in all respects as if there were no pending
case under any chapter or provision of the Bankruptcy Code.

22.4 Captions. Section captions used in the Plan are for
convenience only, and will not affect the construction of the Plan.

22.5 Successors And Assigns. The rights and obligations of any
Creditor referred to in the Plan will be binding upon, and will inure to the
benefit of, the successors, assigns, heirs, devisees, executors, and personal
representatives of such Creditor. Likewise, the Plan will be binding upon, and
will inure to the benefit of, the Reorganized Debtor and his successors,
assigns, heirs, devisees, executors, and personal representatives.

22.6 Tax Considerations Of The Plan. The Plan does not purport
to bind the Share Case Plaintiffs for federal or state income or estate tax
purposes to the funding structure proposed in funding the Plan. Also, the Plan
does not require the Share Case Plaintiffs to report the transactions proposed
in the Plan to taxing authorities in the same way as the Debtor, the other
Director Defendants, or AMERCO, or in any particular way. Furthermore, the Plan
does not

-40-
<PAGE> 45
prohibit the Share Case Plaintiffs from assigning their rights to receive
distributions under the Plan. Although the Debtor (as well as each of the other
Director Defendants) believes that the proposed structure of the settlement of
each of the Share Case Claims is substantively correct and agrees to that
structure, the Plan is not conditioned upon tax attributes, tax avoidance, or
any
. . .
. . .
. . .

-41-
<PAGE> 46
determination of any tax consequences; and all interested parties are referred
to their respective tax advisors.

DATED: February 29, 1996
---------------------------------
PHOENIX, ARIZONA EDWARD J. SHOEN,
Debtor and Debtor-In-Possession

PREPARED AND SUBMITTED BY:

STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391

By
--------------------------------------------------
John J. Dawson (Az Bar No. 002786)
Susan G. Boswell, Esq. (Az Bar No. 004791)
Ronald E. Reinsel, Esq. (Az Bar No. 011059)

Attorneys for EDWARD J. SHOEN,
Debtor and Debtor-In-Possession

-42-
<PAGE> 47

APPENDIX "1"

MATRIX SHOWING PAYMENTS TO THE UNPAID NON-SHAREHOLDER PLAINTIFFS AND THE UNPAID
SHAREHOLDER PLAINTIFFS FROM THE SHARE CASE PLAINTIFFS' EFFECTIVE DATE PAYOFF

<PAGE> 48

PAYMENTS TO THE UNPAID NON-SHAREHOLDER PLAINTIFFS FROM THE SHARE
CASE PLAINTIFFS' EFFECTIVE DATE PAYOFF

<TABLE>
<CAPTION>
===============================================================================
Non-Shareholder Plaintiff Payment Amount
- -------------------------------------------------------------------------------
<S> <C>
Samuel W. Shoen $75,051,557.55
- -------------------------------------------------------------------------------
Michael L. Shoen $74,937,510.53
- -------------------------------------------------------------------------------
Cecilia (Shoen) Hanlon $43,300,889.71
- -------------------------------------------------------------------------------
Katrina (Shoen) Carlson $37,445,101.15
===============================================================================
</TABLE>

- - Post-Petition Date interest, if any, will be distributed pro rata among the
Non-Shareholder Plaintiffs and the Shareholder Plaintiffs (next page) if and
when such interest is paid from the Escrow Account as provided in the Plan.
The Payment Amounts listed above and on the next page do not include
post-Petition Date interest.

- - The payments to the remaining Share Case Plaintiffs (both Non-Shareholder
Plaintiffs and Shareholder Plaintiffs) from the Share Case Plaintiffs'
Effective Date Payoff, including pre-Petition Date interest from February
14, 1995 to February 21, 1995 at the 10% judgment rate, total
$315,237,543.60.

<PAGE> 49

PAYMENTS TO THE UNPAID SHAREHOLDER PLAINTIFFS FROM THE
SHARE CASE PLAINTIFFS' EFFECTIVE DATE PAYOFF

<TABLE>
<CAPTION>
===============================================================================
Shareholder Number of
Plaintiff AMERCO SHARES *Payment Amount
- -------------------------------------------------------------------------------
<S> <C> <C>
Katabasis International, Inc. 4,041,924 $27,485,083.20
formerly SAMWILL, Inc.
- -------------------------------------------------------------------------------
MICKL, Inc. 4,035,924 $27,444,283.20
- -------------------------------------------------------------------------------
CEMAR, Inc. 2,331,984 $15,857,491.20
- -------------------------------------------------------------------------------
KATTYDID, Inc. 1,282,248 $ 8,719,286.40
- -------------------------------------------------------------------------------
Michael L. Shoen 380 $ 2,584.00
- -------------------------------------------------------------------------------
Katrina (Shoen) Carlson 734,376 $ 4,993,756.80
===============================================================================
</TABLE>

* Calculation of the Payment Amount is the product of the number of AMERCO
shares multiplied by $6.80.

<PAGE> 1
EXHIBIT 4.1

AMERCO

Citibank, N.A., Trustee

________________________________

Indenture
Dated as of _________, 199_
________________________________
<PAGE> 2

AMERCO

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
(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(a)
(c) . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . 101
1005
(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)
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> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . 1
</TABLE>
ARTICLE ONE
Definitions And Other Provisions of General Application

<TABLE>
<S> <C> <C>
Section 101. Definitions:
Act . . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . 2
Book-Entry Security . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . 3
Company Request; Company Order . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . 3
corporation . . . . . . . . . . . . . . . . 3
Defaulted Interest . . . . . . . . . . . . . 3
Depository . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . 4
Maturity . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . 4
Original Issue Discount Security . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . 4
Paying Agent . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . 6
Redemption Date . . . . . . . . . . . . . . 6
Redemption Price . . . . . . . . . . . . . . 6
Regular Record Date . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . 6
Security Register and
Security Registrar . . . . . . . . . . . . 7
Special Record Date . . . . . . . . . . . . 7
</TABLE>

___________________

Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

-i-
<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Stated Maturity . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act . . . . . . . . . . . . 7
U.S. Government Obligations . . . . . . . . 7
Vice President . . . . . . . . . . . . . . . 8
Section 102. Compliance Certificates
and Opinions . . . . . . . . . . . . . . . 8
Section 103. Form of Documents Delivered
to Trustee . . . . . . . . . . . . . . . . 9
Section 104. Acts of Holders; Record Dates. . . . . . . . 9
Section 105. Notices, Etc., to Trustee and Company. . . . 11
Section 106. Notice to Holders; Waiver. . . . . . . . . . 11
Section 107. Conflict with Trust Indenture Act. . . . . . 12
Section 108. Effect of Headings and Table of Contents . . 12
Section 109. Successors and Assigns . . . . . . . . . . . 12
Section 110. Separability Clause. . . . . . . . . . . . . 12
Section 111. Benefits of Indenture. . . . . . . . . . . . 12
Section 112. Governing Law. . . . . . . . . . . . . . . . 12
Section 113. Legal Holidays . . . . . . . . . . . . . . . 12
</TABLE>

ARTICLE TWO
Security Forms

<TABLE>
<S> <C> <C>
Section 201. Forms Generally. . . . . . . . . . . . . . . 13
Section 202. Form of Face of Security . . . . . . . . . . 13
Section 203. Form of Reverse of Security. . . . . . . . . 16
Section 204. Form of Legend for Book-Entry Securities . . 20
Section 205. Form of Trustee's Certificate
of Authentication. . . . . . . . . . . . . 20
</TABLE>

ARTICLE THREE
The Securities

<TABLE>
<S> <C> <C>
Section 301. Amount Unlimited; Issuable in Series . . . . 21
Section 302. Denominations. . . . . . . . . . . . . . . . 23
Section 303. Execution, Authentication,
Delivery and Dating. . . . . . . . . . . . 23
Section 304. Temporary Securities . . . . . . . . . . . . 25
Section 305. Registration, Registration of
Transfer and Exchange. . . . . . . . . . . 26
Section 306. Mutilated, Destroyed, Lost
and Stolen Securities. . . . . . . . . . . 28
</TABLE>

___________________

Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

-ii-
<PAGE> 5

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 307. Payment of Interest; Interest
Rights Preserved . . . . . . . . . . . . . 28
Section 308. Persons Deemed Owners. . . . . . . . . . . . 30
Section 309. Cancellation . . . . . . . . . . . . . . . . 30
Section 310. Computation of Interest. . . . . . . . . . . 30
</TABLE>

ARTICLE FOUR
Satisfaction and Discharge

<TABLE>
<S> <C> <C>
Section 401. Satisfaction and Discharge of Indenture. . . 31
Section 402. Application of Trust Money . . . . . . . . . 32
Section 403. Defeasance and Discharge of
Securities of Any Series . . . . . . . . . 33
</TABLE>

ARTICLE FIVE
Remedies

<TABLE>
<S> <C> <C>
Section 501. Events of Default. . . . . . . . . . . . . . 34
Section 502. Acceleration of Maturity;
Rescission and Annulment . . . . . . . . . 36
Section 503. Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . . . . 37
Sectoin 504. Trustee May File Proofs of Claim . . . . . . 38
Section 505. Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . . 39
Section 506. Application of Money Collected . . . . . . . 39
Section 507. Limitation on Suits. . . . . . . . . . . . . 39
Section 508. Unconditional Right of Holders to
Receive Principal, Premium and Interest. . 40
Section 509. Restoration of Rights and Remedies . . . . . 40
Section 510. Rights and Remedies Cumulative . . . . . . . 41
Section 511. Delay or Omission Not Waiver . . . . . . . . 41
Section 512. Control by Holders . . . . . . . . . . . . . 41
Section 513. Waiver of Past Defaults. . . . . . . . . . . 41
Section 514. Undertaking for Costs. . . . . . . . . . . . 42
Section 515. Waiver of Stay or Extension Laws . . . . . . 42
</TABLE>

ARTICLE SIX
The Trustee

<TABLE>
<S> <C> <C>
Section 601. Certain Duties and Responsibilities. . . . . 42
Section 602. Notice of Defaults . . . . . . . . . . . . . 43
Section 603. Certain Rights of Trustee. . . . . . . . . . 43
</TABLE>

___________________

Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

-iii-
<PAGE> 6

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 604. Not Responsible for Recitals or
Issuance of Securities . . . . . . . . . . 44
Section 605. May Hold Securities. . . . . . . . . . . . . 44
Section 606. Money Held in Trust. . . . . . . . . . . . . 45
Section 607. Compensation and Reimbursement . . . . . . . 45
Section 608. Disqualification; Conflicting Interests. . . 45
Section 609. Corporate Trustee Required; Eligibility. . . 45
Section 610. Resignation and Removal; Appointment
of Successor . . . . . . . . . . . . . . . 46
Section 611. Acceptance of Appointment by Successor . . . 48
Section 612. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . 49
Section 613. Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . 49
Section 614. Appointment of Authenticating Agent. . . . . 49
</TABLE>

ARTICLE SEVEN
Holders' Lists and Reports by Trustee and Company

<TABLE>
<S> <C> <C>
Section 701. Company to Furnish Trustee Names
and Addresses of Holders . . . . . . . . . 52
Section 702. Preservation of Information;
Communications to Holders. . . . . . . . . 52
Section 703. Reports by Trustee . . . . . . . . . . . . . 53
Section 704. Reports by Company . . . . . . . . . . . . . 53
</TABLE>

ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease

<TABLE>
<S> <C> <C>
Section 801. Company May Consolidate, Etc.,
Only on Certain Terms. . . . . . . . . . . 53
Section 802. Successor Substituted. . . . . . . . . . . . 54
</TABLE>

ARTICLE NINE
Supplemental Indentures

<TABLE>
<S> <C> <C>
Section 901. Supplemental Indentures Without
Consent of Holders . . . . . . . . . . . . 54
Section 902. Supplemental Indentures with
Consent of Holders . . . . . . . . . . . . 55
Section 903. Execution of Supplemental Indentures . . . . 57
Section 904. Effect of Supplemental Indentures. . . . . . 57
Section 905. Conformity with Trust Indenture Act. . . . . 57
</TABLE>

___________________

Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

-iv-
<PAGE> 7

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . . . . . . . 57
</TABLE>

ARTICLE TEN
Covenants

<TABLE>
<S> <C> <C>
Section 1001. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . . . . 58
Section 1002. Maintenance of Office or Agency. . . . . . . 58
Section 1003. Money for Securities Payments to Be
Held in Trust. . . . . . . . . . . . . . . 58
Section 1004. Defeasance of Certain Obligations. . . . . . 60
Section 1005. Statement by Officers as to Default. . . . . 61
Section 1006. Waiver of Certain Covenants. . . . . . . . . 62
</TABLE>

ARTICLE ELEVEN
Redemption of Securities

<TABLE>
<S> <C> <C>
Section 1101. Applicability of Article . . . . . . . . . . 62
Section 1102. Election to Redeem; Notice to Trustee. . . . 62
Section 1103. Selection by Trustee of Securities to
Be Redeemed. . . . . . . . . . . . . . . . 63
Section 1104. Notice of Redemption . . . . . . . . . . . . 63
Section 1105. Deposit of Redemption Price. . . . . . . . . 64
Section 1106. Securities Payable on Redemption Date. . . . 64
Section 1107. Securities Redeemed in Part. . . . . . . . . 65
</TABLE>

ARTICLE TWELVE
Sinking Funds

<TABLE>
<S> <C> <C>
Section 1201. Applicability of Article . . . . . . . . . . 65
Section 1202. Satisfaction of Sinking Fund Payments
with Securities. . . . . . . . . . . . . . 65
Section 1203. Redemption of Securities for Sinking Fund. . 66

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 67
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . 67
ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

___________________

Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

-v-
<PAGE> 8

INDENTURE, dated as of _________, 199_, between AMERCO, a
corporation duly organized and existing under the laws of the State of Nevada
(herein called the "Company"), having its principal office at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and Citibank, N.A., a national banking
association, existing under the laws of the United States of America, having its
principal corporate office in New York, New York, 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 covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
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;

1
<PAGE> 9

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

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

Certain terms, used principally in Article Six, are defined in
that Article.

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

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

"Authenticating Agent" means any 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 bearing the legend
specified in Section 204 evidencing all or part of a series of Securities,
authenticated and delivered to the Depository for such series or its nominee,
and registered in the name of such Depository or nominee.

<PAGE> 10

"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 (the "Exchange Act"), 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.

"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 a Assistant Secretary, and delivered
to the Trustee.

"Corporate Trust Office" means the office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which as of the date of this Indenture is the address of
the Trustee set forth in Section 105.

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

"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 by the Company pursuant to
Section 301 which must be a clearing agency registered under the Exchange Act,
and if at any time there is more than one such Person, "Depository" shall mean
the Depository with respect to the Securities of that series.

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

<PAGE> 11

"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 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 of acceleration, call for redemption or otherwise.

"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' Certificates given pursuant to Section 1005 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, and who shall be 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:

<PAGE> 12

(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 in accordance with Section 401; provided
that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;

(iii) Securities for whose payment or redemption
money or U.S. Government Obligations in the necessary amount has
been theretofore deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) in trust for the
Holders of such Securities in accordance with Section 403; and

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

<PAGE> 13
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 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.

"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.

6
<PAGE> 14

"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.

7
<PAGE> 15
"U.S. Government Obligations" means securities which are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.

"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".

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.

8
<PAGE> 16

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 an 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.

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.

9
<PAGE> 17
(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 made by any
Person 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.

10
<PAGE> 18

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, 120 Wall Street, 13th Floor, New York,
New York 10043, Attention: Corporate Trust Department, except
that with respect to presentation or surrender of Securities,
such office shall be at 111 Wall Street, 5th Floor, New York,
New York 10043, or in either case at such other address as
furnished in writing to the Company by the Trustee, 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 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.

<PAGE> 19

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 Trust Indenture Act 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
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.

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 New York.

SECTION 113. Legal Holidays.

<PAGE> 20
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 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.

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.

<PAGE> 21
[If the Security is an Original Issue Discount Security,
insert--FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS
__________, 199_[,] [AND] THE YIELD TO MATURITY IS ___% [, THE METHOD USED TO
DETERMINE THE YIELD IS ________ AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
APPLICABLE TO THE SHORT ACCRUAL PERIOD OF __________, 19__ TO _______, 19_ IS
__% OF THE PRINCIPAL AMOUNT OF THIS SECURITY].

AMERCO

___________________________________

No. ___________ $________
AMERCO, a corporation duly organized and existing under the laws
of Nevada (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, on ________ and _______ (each "an Interest
Payment Date"), 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].

14
<PAGE> 22

[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.]

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 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: (1) wire transfer on the date of payment in
immediately available federal funds or next day funds to an account specified
by written notice to the Trustee from any Holder of a Note; (2) any similar
manner that such Holder may designate in writing to the Trustee; or (3) by
check mailed to the address of the Holder].

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.

15
<PAGE> 23
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

AMERCO

By: ___________________________

ATTEST

By: __________________________

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 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> f<C> <C>

</TABLE>

16
<PAGE> 24
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 as 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 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,

<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> <C>
</TABLE>

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.]

17
<PAGE> 25
[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.]

[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 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.]

18
<PAGE> 26
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 affected 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
herefor 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.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium 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.

19
<PAGE> 27
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. Form of Legend for Book-Entry Securities.

Any Book-Entry Security authenticated and delivered hereunder
shall 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 or a successor depository. This Security is not
exchangeable for Securities registered in the name of a Person
other than the Depository or its nominee except in the limited
circumstances described in the Indenture, and no transfer of
this Security (other than a transfer of this Security 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) may be registered except in the limited
circumstances described in the Indenture."

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 therein
referred to in the within-mentioned Indenture.

Citibank, N.A.
As Trustee

By: _____________________________

Authorized Signatory

20
<PAGE> 28

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

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

The Securities 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 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, or the method or methods by which such rate or rates
shall be determined, 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, where
any Securities of the series may be surrendered for registration or
transfer, where any Securities of the series may be surrendered for
exchange, and where notices or demands to or upon the Company in respect
of the Securities of the series and this Indenture may be delivered.

21
<PAGE> 29

(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 application, if any, of Section 403 to the Securities of
the series;

(11) the application, if any, of Section 1004 to the Securities
of the series;

(12) 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 cur-
rency of the United States of America for purposes of the definition of
"Outstanding" in Section 101;

(13) 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, the manner in which such amounts shall be
determined;

(14) 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 such 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;

<PAGE> 30
(15) if other than 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;

(16) if other than the entire 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;

(17) any Event of Default with respect to the Securities of the
series, if not otherwise set forth herein; and

(18) 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.

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 Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

<PAGE> 31
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,

(1) 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;

(2) 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

(3) 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.

<PAGE> 32
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.

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,
mimeographed 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.

<PAGE> 33
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 aggregate 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.

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 Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

<PAGE> 34

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, no Book-Entry Security shall be
registered for transfer or exchange, or authenticated and delivered, whether
pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, in the
name of a Person other than the Depository for such Book-Entry Security or its
nominee until (i) the Depository with respect to a Book-Entry Security notifies
the Company that it is unwilling or unable to continue as Depository for such
Book-Entry Security or the Depository ceases to be a clearing agency registered
under the Exchange Act at a time when such Depository is required to be so
registered in order to act as Depository, (ii) the Company executes and delivers
to the Trustee a Company Order that such Book-Entry Security shall be so
transferable and exchangeable or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Securities of such series.
Upon the occurrence in respect of any Book-Entry Security of any series of any
one or more of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as contemplated
by Section 301 for such series, such Book-Entry Security may be registered for
transfer or exchange for Securities registered in the names of, or authenticated
and delivered to, such Persons as the Depository with respect to such series
shall direct.

Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Book-Entry Security, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall also be a Book-Entry Security
and bear the legend specified in Section 204.

<PAGE> 35

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.

<PAGE> 36
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:

(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 provided
in this clause. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall not be 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 (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following Clause (2).

<PAGE> 37
(2) The Company may pay 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.

Notwithstanding the foregoing, with respect to any Book-Entry
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depository or impair, as between a
Depository and holders of beneficial interests in any Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depository as Holder of such Book-Entry Security.

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 and a certificate
of destruction shall be furnished to the Company.

<PAGE> 38
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;

31
<PAGE> 39

(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 and
to any Authenticating Agent under Section 614 and, if money or U.S. Government
Obligations shall have been deposited with the Trustee in accordance with
Section 403 or 1004, the obligations of the Company to the Trustee under
Section 402(b), 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.

(1) Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 403 or 1004 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 403 or
1004, 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 premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 403 or 1004.

(2) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 403 or 1004 or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

32
<PAGE> 40
(3) 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 403 or 1004 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such money or U.S. Government Obligations were deposited or
received.

SECTION 403. Defeasance and Discharge of Securities of Any Series.

If this Section 403 is specified, as contemplated by
Section 301, to be applicable to Securities of any series, then notwithstanding
Section 401, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of that series, the provisions
of this Indenture as it relates to such Outstanding Securities (except as to
the rights of Holders of Securities to receive, from the trust funds described
in subparagraph (1) below, payment of the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest on such
Securities on the Stated Maturity of such principal or installment of principal
or interest or any mandatory sinking fund payments or analogous payments
applicable to the Securities of that series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and of such
Securities, the Company's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and
immunities of the Trustee hereunder) shall no longer be in effect, and the
Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same, provided that the following
conditions have been satisfied:

33
<PAGE> 41
(1) the Company has deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of
Section 609), irrevocably (irrespective of whether the conditions
in subparagraphs (2), (3), (4) and (5) below have been satisfied,
but subject to the provisions of Section 402(c) and the last
paragraph of Section 1003), as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of that series, with reference to
this Section 403, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide
not later than the opening of business on the due date of any
payment referred to in clause (i) or (ii) of this subparagraph
(1) money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal
of (and premium, if any) and each installment of principal (and
premium, if any) and interest on such Outstanding Securities on
the Stated Maturity of such principal or installment of principal
or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to Securities of such series on the
day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities;

(2) such deposit will 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;

(3) no Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of
Default with respect to the Securities of that series shall have
occurred and be continuing on the date of such deposit and no
Event of Default under Section 501(5) or Section 501(6) or event
which with the giving of notice or lapse of time or both, would
become an Event of Default under Section 501(5) or Section 501(6)
shall have occurred and be continuing on the 91st day after such
date;

(4) the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a
ruling or (B) since the date first set forth hereinabove, there
has been a change in the applicable Federal Income Tax law, in
either case (A) or (B) to the effect that Holders of the
Securities of that series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance
and discharge had not occurred; and

(5) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance and
discharge of the entire indebtedness on all Outstanding
Securities of any such series as contemplated by this Section
have been complied with.

34
<PAGE> 42

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 a series of Securities other
than that series), and continuance of such default or breach for a period
of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

(5) the 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

35
<PAGE> 43
(6) 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

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

Upon receipt by the Trustee of any Notice of Default pursuant to
this Section 501 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 10% 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,
after expiration of such 90-day period, a new Notice of Default which is
identical to a Notice of Default which has been canceled pursuant to the
proviso to the preceding sentence, in which event 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 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, except that no such
declaration shall be required upon the occurrence of an Event of Default
specified in Section 501(5) or 501(6) hereof.

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

36
<PAGE> 44

(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 any 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 and premium, if
any, 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 any written notice declaring such
an aceleration, or recission 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 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, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission or annulment thereof, as
the case may be, which has been canceled pursuant to the proviso to the
preceding sentence, in which event 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 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.

37
<PAGE> 45

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series 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.

38
<PAGE> 46

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

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;

39
<PAGE> 47
(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.

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.

40
<PAGE> 48

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, and

(2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

Upon receipt by the Trustee of any written notice directing the
time, method or place of conducting any such proceeding or exercising any such
trust or power, 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 Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice 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, after expiration of such 90-day period, a new notice
identical to a notice which has been canceled pursuant to the proviso to the
preceding sentence, in which event 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

<PAGE> 49

(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.

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.

42
<PAGE> 50

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act and this Indenture. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

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:

(1) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, 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;

(2) 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;

(3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate;

(4) 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

43
<PAGE> 51

any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

(5) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

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

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

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 process thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, 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

44
<PAGE> 52

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);

(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.

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

45
<PAGE> 53

Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. 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.

(1) 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.

(2) 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.

(3) 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.

(4) If at any time:

(a) 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

(b) 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

(c) 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

46
<PAGE> 54

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.

(5) 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.

(6) 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.

<PAGE> 55

SECTION 611. Acceptance of Appointment by Successor.

(1) 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.

(2) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such

<PAGE> 56
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.

(3) 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.

(4) 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

<PAGE> 57
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 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.

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

<PAGE> 58
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 Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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

Citibank, N.A.
As Trustee

By: __________________________
As Authenticating Agent

By: __________________________
Authorized Officer

<PAGE> 59

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

(1) semi-annually, not later than 15 days after each
Regular Record Date for each series of Securities at the time Outstanding,
a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date (or a date to
be determined pursuant to Section 301 for Original Issue Discount
Securities) and

(2) 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.

(1) 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.

(2) 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.

(3) 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.

<PAGE> 60

SECTION 703. Reports by Trustee.

(1) The Trustee shall transmit to the Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

In the case of any reports pursuant to Section 313(a) of the
Trust Indenture Act, such reports shall be transmitted within 60 days after
April 15 of each year commencing with the year 1997 and shall be dated as of
April 15.

(2) A copy of each such report shall, at the time of such
transmission to the 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 Exchange Act 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, unless:

(1) the corporation 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 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;

53
<PAGE> 61

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

(3) 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 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

54
<PAGE> 62

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 to
facilitate the issuance of Securities in global 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 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 establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or

(8) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action pursuant
to this clause (8) shall not adversely affect the interests of the Holders
of Securities of any series in any material respect; or

(9) to secure the Securities.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a 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

55
<PAGE> 63
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 or currency
in which, any Security or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, 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

(3) modify any of the provisions of this Section, Section 513
or Section 1006, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby, 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 1006, 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 approvethe substance thereof.

<PAGE> 64
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
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 of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series.

<PAGE> 65

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 of that series 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 or any premium or interest on any of the Securities of that
series, segregate and

<PAGE> 66

hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and 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.

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
or 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 or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Company 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

<PAGE> 67
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 the Borough of Manhattan, The City of 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. Defeasance of Certain Obligations.

If this Section 1004 is specified, as contemplated by Section
301, to be applicable to Securities of any series, (i) the Company may omit to
comply with any term, provision or condition of those certain covenants
established pursuant to Section 301 hereof and to which this Section 1004 is to
be made applicable, and (ii) Section 501(4) with respect to such covenants to
which this Section 1004 is to be made applicable shall be deemed not to be an
Event of Default, in each case with respect to the Securities of that series,
provided that the following conditions have been satisfied:

(1) With reference to this Section 1004, the Company
has deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 609) irrevocably
(irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) and
(6) below have been satisfied, but subject to the provisions of Section 402(c)
and the last paragraph of Section 1003), as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders
of the Securities of that series, (A) money in an amount, or (B) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later than the
opening of business on the due date of any payment referred to in clause (i) or
(ii) of this subparagraph (1) money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal (and premium,
if any) and each installment of principal (and premium, if any) and interest on
the Outstanding Securities of that series on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which

<PAGE> 68
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

(2) Such deposit shall not cause the Trustee with respect
to the Securities of that series to have a conflicting interest for
purposes of the Trust Indenture Act with respect to the Securities of any
series;

(3) Such deposit will 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;

(4) No Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of that series shall have occurred and be
continuing on the date of such deposit and no Event of Default under
Section 501(5) or Section 501(6) or event which with the giving of notice
or lapse of time, or both, would become an Event of Default under
Section 501(5) or Section 501(6) shall have occurred and be continuing on
the 91st day after such date;

(5) The Company has delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit and
defeasance had not occurred; and

(6) 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 defeasance contemplated by
this Section have been complied with.

SECTION 1005. 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 default in the performance and observance of
any of the terms, provisions 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, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

<PAGE> 69

SECTION 1006. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with
any term, provision or condition of those certain covenants established
pursuant to Section 301 hereof to which this Section 1006 is said to be
applicable, 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 not further effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or by action taken pursuant to 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), notify the Trustee of such Redemption
Date, 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.

62
<PAGE> 70

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate (but subject to compliance with the rules of any
Securities Exchange on which the Securities of such series may be listed) 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; provided that if less than all the Securities of a series having
different tenor are to be redeemed, the specific Securities to be redeemed shall
be selected by the Company. 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 (or, in the case of
a selection by the Company, the Company shall promptly notify the Trustee) 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.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

63
<PAGE> 71

(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 will
become due and payable upon each such Security 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,

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

(7) the CUSIP numbers, if any, of the Securities to be redeemed.

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 shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

64
<PAGE> 72

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, 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

65
<PAGE> 73

(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 60 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 30 and not more 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 of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.
_________________________

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.

66
<PAGE> 74

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.

AMERCO

By: __________________________________

[Name]
[Title]

Attest:

__________________________________
[Name]
Assistant Secretary

CITIBANK, N.A.

By: __________________________________

[Name]
[Title]

Attest:

___________________________________
[Name]
[Title]

67
<PAGE> 75

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of April, 1996, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is __________________ of AMERCO, 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.

_____________________________
[Name]
Notary Public
State of [ ]
My Commission expires on [ ]

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of April, 1996, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is __________________ of Citibank, N.A., 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.

______________________________
[Name]
Notary Public
State of [ ]
My Commission expires on [ ]

<PAGE> 1
EXHIBIT 4.2

AMERCO

THE FIRST NATIONAL BANK OF CHICAGO, TRUSTEE

INDENTURE

DATED AS OF APRIL ___, 1996

PROVIDING FOR ISSUANCE OF CONVERTIBLE
SENIOR DEBT SECURITIES IN SERIES
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . 1

Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Compliance Certificates and Opinions . . . . . . . . . . . 11
Section 1.3. Form of Documents Delivered to Trustee . . . . . . . . . . 12
Section 1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . 12
Section 1.5. Notices, etc., to Trustee and Company . . . . . . . . . . 14
Section 1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . 15
Section 1.7. Headings and Table of Contents . . . . . . . . . . . . . . 16
Section 1.8. Successors and Assigns . . . . . . . . . . . . . . . . . . 16
Section 1.9. Separability . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . 16
Section 1.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.12. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.13. Trustee to Establish Record Dates . . . . . . . . . . . . 16
Section 1.14. No Security Interest Created . . . . . . . . . . . . . . . 17
Section 1.15. Liability Solely Corporate . . . . . . . . . . . . . . . . 17

ARTICLE 2 SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . 17
Section 2.2. Form of Trustee's Certificate of Authentication . . . . . 18
Section 2.3. Securities in Global Form . . . . . . . . . . . . . . . . 18

ARTICLE 3 THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 3.1. Amount Unlimited: Issuable in Series . . . . . . . . . . . 19
Section 3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.3. Execution, Authentication, Delivery and Dating . . . . . . 24
Section 3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . 28
Section 3.5. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . . . . 28
Section 3.6. Replacement Securities . . . . . . . . . . . . . . . . . . 32
Section 3.7. Payment of Interest; Interest Rights Preserved . . . . . . 34
Section 3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . 36
Section 3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.10. Computation of Interest . . . . . . . . . . . . . . . . . 37
Section 3.11. Currency and Manner of Payment in Respect of Securities . 37
Section 3.12. Appointment and Resignation of Exchange Rate Agent . . . . 42
Section 3.13. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . 42
Section 3.14. Judgments . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE . . . . . . . . . . . . . . . . . 43

Section 4.1. Termination of Company's Obligations Under the Indenture . 43
Section 4.2. Application of Trust Funds . . . . . . . . . . . . . . . . 45
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
Section 4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance
or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.4. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.5. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.6. Conditions of Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . 46
Section 4.7. Deposited Money and Government Obligations to be Held in Trust . . . . . . . . . . 48
Section 4.8. Transfers and Distributions at Company Request . . . . . . . . . . . . . . . . . . 49
Section 4.9. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 5 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.2. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . 51
Section 5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 5.5. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . 53
Section 5.6. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.7. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.8. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.9. Limitation on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.10. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.11. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.12. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 6 THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 6.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.3. Trustee May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 6.4. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.5. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.6. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.7. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.8. Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.9. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 6.10. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 6.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . 61
Section 6.12. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 6.13. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . 63
Section 6.14. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . 63
Section 6.15. Trustee's Application for Instructions from the Company . . . . . . . . . . . . . 65
Section 6.16. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . 65

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 7.1. Consolidation, Merger or Sale of Assets by the Company Permitted . . . . . . . . . 65

ARTICLE 8 SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
Section 8.1. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . 66
Section 8.2. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . 66
Section 8.3. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.4. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.5. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.6. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . 69
Section 8.7. Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE 9 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 9.1. Payment of Principal, Premium, if Any, and Interest . . . . . . . . . . . . . . . 69
Section 9.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.3. Money for Securities to be held in Trust; Unclaimed Money . . . . . . . . . . . . 71
Section 9.4. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 9.5. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.6. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.7. Annual Review Certificate; Notice of Default . . . . . . . . . . . . . . . . . . . 73

ARTICLE 10 REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Section 10.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.3. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 10.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 10.6. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . 76
Section 10.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE 11 SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Section 11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 11.2. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . 78
Section 11.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . 78
</TABLE>

iii
<PAGE> 5
INDENTURE dated as of April ___, 1996, between AMERCO, a Nevada
corporation (the "Company"), as issuer, and THE FIRST NATIONAL BANK OF CHICAGO,
a national banking association, as Trustee (the "Trustee").

Recitals

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

All things necessary to make the Securities, when executed by
the Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

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

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1. Definitions.

(a) 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; 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.

"Affiliate" of any specified Person means any Person
directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person. For purposes of
this definition, "control" 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.

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent appointed
by the Trustee pursuant to Section 6.14.

1
<PAGE> 6
"Authorized Newspaper" means a newspaper of general
circulation, in the official language of the country of publication or
in the English language, customarily published on each Business Day
whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is
used or in the financial community of such place. Whenever successive
publications in an Authorized Newspaper are required hereunder they may
be made (unless otherwise expressly provided herein) on any Business
Day and in the same or different Authorized Newspapers.

"Bearer Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is
payable to bearer (including any Security in global form payable to
bearer) and title to which passes by delivery only, but does not
include any Coupons.

"Board" or "Board of Directors" means the Board of Directors of
the Company or the Executive Committee or any other duly authorized
committee thereof.

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

"Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in
that Place of Payment or particular location are authorized or
obligated by law or executive order to close.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange
Act of 1934, as amended, or, if at any time after the execution of this
Indenture 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 Indenture until one or more successor corporations
shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter means such successors.

"Company Order" or "Company Request" mean, respectively, a
written order or request signed in the name of the Company by the
Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company, or, with respect to Sections 3.3, 3.4, 3.5
and 6.1, any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

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

"Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office at the

2
<PAGE> 7
date hereof is located at One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126 (Attention: Corporate Trust
Administration).

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

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

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

"Depositary", when used with respect to the Securities of or
within any series issuable or issued in whole or in part in global
form, means the Person designated as Depositary by the Company pursuant
to Section 3.1 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
shall mean or include each Person which is then a Depositary hereunder,
and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

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

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

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

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

"Exchange Rate Agent", when used with respect to Securities of
or within any series, means, unless otherwise specified with respect to
any Securities pursuant to Section 3.1, a New York Clearing House bank
designated pursuant to Section 3.1 or 3.12.

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

"Foreign Currency" means any currency issued by the government
of one or more countries other than the United States or by any
recognized confederation or association of such governments.

3
<PAGE> 8
and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a
depositary 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 depositary receipt from any amount
received by the custodian in respect of the Government Obligation
evidenced by such depositary receipt.

"Holder" means, with respect to a Bearer Security or Coupon, a
bearer thereof and, with respect to a Registered Security, a person in
whose name a Security is registered on the Register.

"Indebtedness" of any Person means, without duplication, the
principal of, and premium, if any, and accrued and unpaid interest
(including post-petition interest, whether or not allowable as a claim
in bankruptcy) on any obligation, whether outstanding on the date
hereof or thereafter created, incurred or assumed, which is (i)
indebtedness of such Person for money borrowed, (ii) Indebtedness
Guarantees by such Person of indebtedness for money borrowed by any
other Person, (iii) indebtedness evidenced by notes, debentures, bonds
or other instruments of indebtedness for payment of which such Person
is responsible or liable, (iv) obligations for the reimbursement of any
obligor on any letter of credit, bankers' acceptance or similar credit
transaction, (v) obligations under interest rate and currency swaps,
caps, collars, options, forward or spot contracts or similar
arrangements or with respect to foreign currency hedges, (vi)
commitment and other bank financing fees under contractual obligations
associated with bank debt, (vii) any indebtedness representing the
deferred and unpaid purchase price of any property or business and
(viii) all deferrals, renewals, extensions and refundings of any such
indebtedness or obligations; provided, however, that Indebtedness shall
not include amounts owed to trade creditors in the ordinary course of
business, nonrecourse indebtedness secured by real property located
outside the United States or operating lease rental payments in the
ordinary course of business.

"Indebtedness Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person
and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for
the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment or performance thereof
(or payment of damages in the event of nonperformance) or to protect
such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term Indebtedness Guarantee shall not
include endorsements for collection or deposit in the ordinary course
of business. The term "Indebtedness Guarantee" used as a verb has a
corresponding meaning.

"Indenture" means this Indenture as originally executed or as
amended or supplemented from time to time and shall include the forms
and terms (but not defined terms established in an Officers'
Certificate or a Board Resolution) of particular series of Securities
established as contemplated by Sections 2.1 and 3.1.

"Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original
issuance.

"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.

4
<PAGE> 9
"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on
such Security.

"Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, (i) for any
conversion involving a currency unit on the one hand and Dollars or any
Foreign Currency on the other, the exchange rate between the relevant
currency unit and Dollars or such Foreign Currency calculated by the
method specified pursuant to Section 3.1 for the Securities of the
relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by
the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot
rate at noon local time in the relevant market at which, in accordance
with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located
in New York City, London or any other principal market for Dollars or
such purchased Foreign Currency, in each case determined by the
Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 3.1, in the event of the unavailability
of any of the exchange rates provided for in the foregoing clauses (i),
(ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date,
or quotations from one or more major banks in New York City, London or
other principal market for such currency or currency unit in question
(which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Exchange Rate Agent shall
deem appropriate. Unless otherwise specified by the Exchange Rate
Agent, if there is more than one market for dealing in any currency or
currency unit by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated
in such currency or currency unit would purchase such currency or
currency unit in order to make payments in respect of such securities.

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

"Officer" means the Chairman of the Board of Directors, the
President, any Vice President, the Secretary, the Treasurer, or the
Assistant Treasurer of the Company.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the President, any Vice President,
the Secretary, the Treasurer, or the Assistant Treasurer of the
Company.

"Opinion of Counsel" means a written opinion of legal counsel,
who may be (a) the senior attorney employed by the Company, (b) Snell &
Wilmer, L.L.P. or (c) other counsel designated by the Company and who
shall be acceptable to the Trustee.

"Original Issue Discount Security" means any Security which
provides for an amount less than the stated principal amount thereof to
be due and payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.2.

"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;

5
<PAGE> 10
(ii) Securities, or portions thereof, 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 and any
Coupons appertaining thereto; provided that, if such Securities
are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provisions therefor
satisfactory to the Trustee have been made;

(iii) Securities, except to the extent provided in
Sections 4.4 and 4.5, with respect to which the Company has
effected defeasance and/or covenant defeasance as provided in
Article 4; and

(iv) Securities which have been paid pursuant to
Section 3.6 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;

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, or whether sufficient funds are available for redemption or
for any other purpose, and for the purpose of making the calculations
required by Section 313 of the Trust Indenture Act, (w) the principal
amount of any Original Issue Discount Securities that may be counted in
making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (x) the
principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that
shall be deemed Outstanding for such purpose shall be equal to the
Dollar equivalent, determined as of the date such Security is
originally issued by the Company as set forth in an Exchange Rate
Officer's Certificate delivered to the Trustee, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount
determined as provided in clause (w) above) of such Security, (y) the
principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding
for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 3.1, and (z) Securities
owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be outstanding, except that, in determining whether
the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee 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 such other obligor.

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

"Periodic Offering" means an offering of Securities of a series
from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula for
determining the rate or rates of interest thereon, if any, the Stated
Maturity or Stated Maturities thereof, the original issue date or dates
thereof, the redemption provisions, if any, with respect thereto,

6
<PAGE> 11
and any other terms specified as contemplated by Section 3.1 with
respect thereto, are to be determined by the Company upon the issuance
of such Securities.

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

"Place of Payment", when used with respect to the Securities of
or within any series, means the place or places where, subject to the
provisions of Section 9.2, the principal of, premium, if any, and
interest on such Securities are payable as specified as contemplated by
Section 3.1.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.6
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.

"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, in whole or in part, means the price at which it is to be
redeemed pursuant to this Indenture.

"Registered Security" means any Security in the form (to the
extent applicable thereto) established pursuant to Section 2.1, which
is registered as to principal and interest in the Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means
the date specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the Trustee,
shall mean any assistant vice president, any senior trust officer, or
any trust officer, in the Corporate Trust Services Division of the
Trustee, or any other officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time
shall be such officers, respectively, and also means, with respect to a
particular corporate trust matter, any other officer to whom such
corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

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

"Special Record Date" for the payment of any Defaulted Interest
on the Registered Securities of any issue means a date fixed by the
Trustee pursuant to Section 3.7.

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

7
<PAGE> 12
(irrespective of whether or not at the time stock of any other class or
classes of such corporation shall have or might have voting power by
reason of the happening of any contingency).

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in effect on the date of this Indenture, except as provided
in Section 8.3.

"Trustee" means the party named as such in the first paragraph
of this Indenture until a successor Trustee replaces it pursuant to the
applicable provisions of this Indenture, and thereafter means such
successor Trustee and if, at any time, there is more than one Trustee,
"Trustee" as used with respect to the Securities of any series shall
mean the Trustee with respect to the Securities of that series.

"United States" means, unless otherwise specified with respect
to the Securities of any series as contemplated by Section 3.1, the
United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to
its jurisdiction.

"U.S. Person" means, unless otherwise specified with respect to
the Securities of any series as contemplated by Section 3.1, a citizen,
national or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income taxation,
regardless of its source.

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

(b) The following terms shall have the meanings specified in
the Sections referred to opposite such term below:

Term Section
---- -------

"Act" 1.4(a)
"Bankruptcy Law" 5.1
"Component Currency" 3.11(h)
"Conversion Date" 3.11(d)
"Custodian" 5.1
"Defaulted Interest" 3.7(b)
"Election Date" 3.11(h)
"Event of Default" 5.1
"Register" 3.5
"Registrar" 3.5
"Specified Amount" 3.11(h)
"Valuation Date" 3.11(c)

Section 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

8
<PAGE> 13
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

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

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

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

Section 1.3. 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 an 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 as to such matters are
erroneous.

Section 1.4. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. 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. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the
Outstanding Securities of any series may take any Act, the fact that the Holders
of such specified percentage have joined therein may be evidenced by the
instrument or instruments executed by Holders in person or by an agent or proxy
appointed in writing. 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 conclusive in favor of the Trustee and the Company, if made in the manner
provided in clause (b) of this Section 1.4.

9
<PAGE> 14
(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 reasonable manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described, or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is surrendered in exchange for a Registered Security or
(iv) such Bearer Security is no longer outstanding. The ownership of Bearer
Securities may also be proved in any other reasonable manner which the Trustee
deems sufficient.

(d) The ownership of Registered Securities shall be proved by
the Register or by a certificate of the Registrar.

(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.

(f) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to an Officers' Certificate delivered
to the Trustee, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of clause
(a) of this Section 1.4 not later than six months after the record date.

(g) At any time prior to (but not after) the evidencing to the
Trustee, as provided in clause (a) of this Section 1.4, of the taking of any Act
by the Holders of the percentage in aggregate principal amount of the
Outstanding Securities specified in this Indenture in connection with such Act,
any Holder of a Security the number, letter or other distinguishing symbol of
which is shown by the evidence to be included in the Securities the Holders of
which have consented to such Act may, by filing written notice with the Trustee
at the Corporate Trust Office and upon proof of ownership as provided in this
Section 1.4, revoke such Act so far as it concerns such Security.

10
<PAGE> 15
Section 1.5. 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:

(a) 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,
or

(b) 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 1325 Airmotive Way, Suite
100, Reno, Nevada 89502-3239, Attention: Treasurer or at any other
address previously furnished in writing to the Trustee by the Company.

Section 1.6. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, (i) if any of the Securities
affected by such event are Registered Securities, such notice to the Holders
thereof shall be sufficiently given (unless otherwise herein expressly provided
or otherwise agreed to by a Holder) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Register, within the time prescribed for the giving of such
notice and (ii) if any of the Securities affected by such event are Bearer
Securities, notice to the Holders thereof shall be sufficiently given (unless
otherwise herein or in the terms of such Bearer Securities expressly provided)
if published once in an Authorized Newspaper in New York, New York, and in such
other city or cities, if any, as may be specified as contemplated by Section
3.1(5).

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 of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. In any case where notice
is given to Holders by publication, neither the failure to publish such notice,
nor any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

If by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice as
provided above, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
If it is impossible or, in the opinion of the Trustee, impracticable to give any
notice by publication in the manner herein required, then such publication in
lieu thereof as shall be made with the approval of the Trustee shall constitute
a sufficient publication of such notice.

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

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

Section 1.7. 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.

11
<PAGE> 16
Section 1.8. 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 1.9. Separability. In case any provision of this
Indenture or 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 1.10. Benefits of Indenture. Nothing in this Indenture
or in the Securities, expressed or implied, shall give to any Person, other than
the parties hereto, any Registrar, any Paying Agent and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 1.11. Governing Law. THIS INDENTURE, THE SECURITIES AND
ANY COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to
the Trust Indenture Act and if any provision hereof limits, qualifies or
conflicts with the duties imposed on any person by the provisions of Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

Section 1.12. Legal Holidays. Unless otherwise specified
pursuant to Section 3.1 or in any Security, in any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security or the last date on which a Holder has the right to
convert his Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or Coupon
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of principal,
premium, if any, or interest 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 such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or on such last day for conversion, as the case may be, to
such Business Day if such payment is made or duly provided for on such Business
Day.

Section 1.13. Trustee to Establish Record Dates. The Trustee
shall fix a record date for the purpose of determining the Holders entitled to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record
date and only such Holders, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date. No
such request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

Section 1.14. No Security Interest Created. Nothing in this
Indenture or in the Securities or Coupons, if any, express or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or
similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be
located.

Section 1.15. Liability Solely Corporate. No recourse shall be
had for the payment of the principal of (or premium, if any) or the interest on
any Securities or Coupons, if any, or any part thereof, or of the indebtedness
represented thereby, or upon any obligation covenant or agreement of this
Indenture, against any incorporator, or against any stockholder, officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder, officer or director of any predecessor or successor corporation),
either directly or through the Company (or any such predecessor or successor
corporation), whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and Coupons, if
any, are solely

12
<PAGE> 17
corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any such incorporator, stockholder, officer or director,
past, present or future, of the Company (or any incorporator, stockholder,
officer or director of any such predecessor or successor corporation), either
directly or indirectly through the Company or any such predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by reason
of any of the obligations, covenants, promises or agreements contained in this
Indenture or in any of the Securities or Coupons, if any, or to be implied
herefrom or therefrom; and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of this Indenture and the issue of Securities; provided,
however, that nothing herein or in the Securities or Coupons, if any,
contained shall be taken to prevent recourse to and the enforcement of the
liability, if any, of any stockholder or subscriber to capital stock upon or in
respect of the shares of capital stock not fully paid.

ARTICLE 2

SECURITY FORMS

Section 2.1. Forms Generally. The Securities of each series and
the Coupons, if any, to be attached thereto shall be in substantially such form
(including global form) as shall be established by delivery to the Trustee of an
Officers' Certificate 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 and Coupons, if any, as evidenced by their
execution of the Securities and Coupons, if any. If temporary Securities of any
series are issued as permitted by Section 3.4, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and Coupons, if any, of any series are established by an Officers' Certificate,
such Officers' Certificate shall be delivered to the Trustee at or prior to the
Delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest Coupons attached.

The Permanent Securities and Coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner, all as determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any.

Section 2.2. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication shall be in substantially the
following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of a series issued under the
within-mentioned Indenture.

Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
-----------------------
Authorized Signatory

13
<PAGE> 18
Section 2.3. Securities in Global Form. If Securities of or
within a series are issuable in whole or in part in temporary or permanent
global form, as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section 3.1(b) and the provisions of Section 3.2, any such Security shall
represent such of the outstanding securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the
provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Opinion of Counsel.

The provisions of the last paragraph of Section 3.3 shall apply
to any Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

Notwithstanding the provisions of Sections 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

ARTICLE 3

THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.

(a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

(b) The following matters shall be established and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers'
Certificate and a Board Resolution of the Company, or one or more indentures
supplemental hereto:

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

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under
this Indenture (which limit shall not pertain to (i) 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 3.4, 3.5, 3.6, 8.6, or 10.7 and (ii) any Securities which,
pursuant to the last paragraph of Section 3.3, are deemed never to have
been authenticated and delivered hereunder);

(3) the date or dates on which or periods during which the
Securities of the series may be issued, and the date or dates (or the
method of determination thereof) on which the principal of (and

14
<PAGE> 19
premium, if any, on) the Securities of such series are or may be
payable (which, if so provided in such Board Resolution or supplemental
indenture, may be determined by the Company from time to time and set
forth in the Securities of the series issued from time to time);

(4) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method of calculating such rate or
rates of interest, the date or dates from which such interest shall
accrue or the method by which such date or dates shall be determined,
the Interest Payment Dates on which any such interest shall be payable
(or the method of determination thereof) and, with respect to
Registered Securities, the Regular Record Date, if any, for the
interest payable on any Registered Security on any Interest Payment
Date;

(5) the place or places where, subject to the provisions of
Section 9.2, the principal of, premium if any, and interest, if any, on
Securities of the series shall be payable; the extent to which, or the
manner in which, any interest payable on any Security in global form on
an Interest Payment Date will be paid, if other than in the manner
provided in Section 3.7, and the manner in which any principal of, or
premium, if any, any Security in global form will be paid, if other
than as set forth elsewhere herein;

(6) the period or periods within which, or the date or dates on
which, the price or prices at which, the currency or currencies
(including currency units) in which, and the other terms and conditions
upon which, Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than as provided in
Section 10.3, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed)
are to be selected for redemption;

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

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

(9) if other than Dollars, the currency or currencies
(including currency units) in which the principal of, premium, if any,
and interest, if any, on the Securities of the series shall be payable,
or in which the Securities of the series shall be denominated, the
particular provisions applicable thereto in accordance with, in
addition to, or in lieu of the provisions of Section 3.11, and whether
the Securities of the series may be satisfied and discharged other than
as provided in Article 4;

(10) if the payments of principal of, premium, if any, or
interest, if any, on the Securities of the series are to be made, at
the election of the Company or a Holder, in a currency or currencies
(including currency units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies
(including currency units) in which such payments are to be made, the
terms and conditions of such payments and the manner in which the
exchange rate with respect to such payments shall be determined, the
particular provisions applicable thereto in accordance with, in
addition to, or in lieu of the provisions of Section 3.11, and whether
the Securities of the series may be satisfied and discharged other than
as provided in Article 4;

(11) if the amount of payments of principal of, premium, if
any, and interest, if any, on the Securities of the series shall be
determined with reference to an index, formula or other method

15
<PAGE> 20
(which index, formula or method may be based, without limitation, on a
currency or currencies (including currency units) other than that in
which the Securities of the series are denominated or designated to be
payable), the index, formula or other method by which such amounts
shall be determined;

(12) if other than the principal amount thereof, the portion of
the principal amount of such Securities of the series which shall be
payable upon declaration of acceleration thereof pursuant to Section
5.2 or the method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the Person to
whom any interest on any Registered Security of the series shall be
payable, the manner in which, or the Person to whom, any interest on
any Bearer Securities of the series shall be payable, and the extent to
which, or the manner in which (including any certification requirement
and other terms and conditions under which), any interest payable on a
temporary or permanent global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 2.3 and Section
3.4, as applicable;

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

(15) any deletions from, modifications of or additions to the
Events of Default set forth in Section 5.1 or covenants of the Company
set forth in Article 9 pertaining to the Securities of the series;

(16) under what circumstances, if any, the Company will pay
additional amounts on the Securities of that series held by a Person
who is not a U.S. Person in respect of taxes or similar charges
withheld or deducted and, if so, whether the Company will have the
option to redeem such Securities rather than pay such additional
amounts (and the terms of any such option);

(17) whether Securities of the series shall be issuable as
Registered Securities or Bearer Securities (with or without interest
Coupons), or both, and any restrictions applicable to the offering,
sale or delivery of Bearer Securities and, if other than as provided in
Section 3.5, the terms upon which Bearer Securities of a series may be
exchanged for Registered Securities of the same series and vice versa;

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

(19) the applicability, if any, to the Securities of or within
the series of Sections 4.4 and 4.5, or such other means of defeasance
or covenant defeasance as may be specified for the Securities and
Coupons, if any, of such series, and whether, for the purpose of such
defeasance or covenant defeasance, the term "Government Obligations"
shall include obligations referred to in the definition of such term
which are not obligations of the United States or an agency or
instrumentality of the United States;

(20) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

(21) any terms which may be related to warrants issued by the
Company in connection with, or for the purchase of, Securities of such
series, including whether and under what circumstances the Securities
of any series may be used toward the exercise price of any such
warrants;

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

16
<PAGE> 21
(23) whether Securities of the series shall be issued in whole
or in part in temporary or permanent global form, and, if so, (i) the
initial Depositary for such global Securities and (ii) if other than as
provided in Section 3.4 or 3.5, as applicable, whether and the
circumstances under which beneficial owners of interests in any
Securities of the series in temporary or permanent global form may
exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination;

(24) the terms and conditions upon which Securities of the
series will be convertible into shares of common stock of the Company,
including the conversion price, the conversion period and other
conversion provisions;

(25) if Bearer Securities of the series are to be issued, (x)
whether interest in respect of any portion of a temporary Security in
global form (representing all of the Outstanding Bearer Securities of
the series) payable in respect of any Interest Payment Date prior to
the exchange of such temporary Security for definitive Securities of
the series shall be paid to any clearing organization with respect to
the portion of such temporary Security held for its account and, in
such event, the terms and conditions (including any certification
requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date, and (y) the terms upon
which interests in such temporary Security in global form may be
exchanged for interests in a permanent Security in global form, or for
definitive Securities of the series and the terms upon which interests
in a permanent Security in global form, if any, may be exchanged for
definitive Securities of the series; and

(26) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture), including any
terms which may be required by or advisable under United States laws or
regulations, or advisable in connection with the marketing of
Securities of the series.

(c) All Securities of any one series and Coupons, if any,
appertaining to any Bearer Securities of such series shall be substantially
identical except as to denomination and the rate or rates of interest, if any,
and Stated Maturity, the date from which interest, if any, shall accrue and
except as may otherwise be provided in or pursuant to an Officers' Certificate
pursuant to this Section 3.1 or in an indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

(d) If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution 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, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof. With respect to Securities of a series subject to a Periodic
Offering, such Board Resolutions or Officers' Certificates may provide general
terms for Securities of such series and provide either that the specific terms
of particular Securities of such series shall be specified in a Company Order,
or that such terms shall be determined by the Company, or one or more of its
agents designated in its Officers' Certificate, in accordance with the Company
Order, as contemplated by the first proviso of the third paragraph of Section
3.3.

Section 3.2. Denominations. Unless otherwise provided as
contemplated by Section 3.1, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in denominations of $5,000 and
any integral multiple thereof.

17
<PAGE> 22
Section 3.3. Execution, Authentication, Delivery and Dating.
Securities shall be executed on behalf of the Company by its Chairman or its
President and attested to by its Secretary. The Company's seal shall be affixed
to the Securities or a facsimile of such seal shall be engraved, printed, or
otherwise reproduced on the Securities. The signatures of such officers on the
Securities may be manual or facsimile. The Coupons, if any, of Bearer Securities
shall bear the facsimile signature of the Chairman or President and shall be
attested to by the Secretary of the Company.

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

At any time and from time to time, the Company may deliver
Securities, together with any Coupons appertaining thereto, of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and make available for delivery such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that in the case of
Securities offered in a Periodic Offering, the Trustee shall authenticate and
deliver such Securities from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing) acceptable to the Trustee as may be specified by or
pursuant to a Company Order delivered to the Trustee prior to the time of the
first authentication of Securities of such series; provided, further, that, in
connection with its sale during the "restricted period" (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States. If any Security shall be represented by a permanent Security in global
form, then, for purposes of this Section and Section 3.4, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary Security in global form shall be
deemed to be delivery in connection with the original issuance of such
beneficial owner's interest in such permanent Security in global form. Except as
permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver
any Bearer Security unless all Coupons for interest then matured have been
detached and cancelled.

If the form or terms of the Securities of a series have been
established by or pursuant to one or more Officers' Certificates as permitted by
Sections 2.1 and 3.1, 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 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating,

(a) all instruments furnished by the Company to the Trustee in
connection with the authentication and delivery of such Securities and
Coupons conform to the requirements of this Indenture and constitute
sufficient authority hereunder for the Trustee to authenticate and
deliver such Securities and Coupons;

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

(c) the execution and delivery of such Securities and Coupons
have been duly authorized by all necessary corporate action of the
Company and such Securities and Coupons have been duly executed by the
Company, and that such Securities together with any Coupons
appertaining thereto, 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 customary exceptions;

18
<PAGE> 23
(d) in the event that the forms or terms of such Securities and
Coupons have been established in a supplemental indenture, the
execution and delivery of such supplemental indenture has been duly
authorized by all necessary corporate action of the Company, such
supplemental indenture has been duly executed and delivered by the
Company and, assuming due authorization, execution and delivery by the
Trustee, is a valid and binding obligation enforceable against the
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law); and

(e) the amount of Securities Outstanding of such series,
together with the amount of such Securities, does not exceed any limit
established under the terms of this Indenture on the amount of
Securities of such series that may be authenticated and delivered;

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the Opinion of Counsel above may state:

(x) that the forms of such Securities have been, and the terms
of such Securities (when established in accordance with such procedures
as may be specified from time to time in a Company Order, all as
contemplated by and in accordance with a Board Resolution or an
Officers' Certificate pursuant to Section 3.1, as the case may be) will
have been established in conformity with the provisions of this
Indenture; and

(y) that such Securities, together with the Coupons, if any,
appertaining thereto, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee in accordance with this
Indenture, and (3) 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 respective terms, subject to customary
exceptions.

With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and other documents delivered pursuant to Sections 2.1 and 3.1 and this Section,
as applicable, at or prior to the time of the first authentication of Securities
of such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company.

If the form or terms of the Securities of a series have been
established by or pursuant to one or more Officers' Certificates as permitted by
Sections 2.1 and 3.1, the Trustee shall have the right to decline to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will adversely affect the Trustee's own rights, duties or immunities
under this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee. Notwithstanding the generality of the foregoing, the Trustee
will not be required to authenticate Securities denominated in a Foreign
Currency if the Trustee reasonably believes that it would be unable to perform
its duties with respect to such Securities.

Notwithstanding the provisions of Section 3.1 and of the two
preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 at or prior to the time
of the authentication of each Security of such series if such Officers'
Certificate is delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

19
<PAGE> 24
If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series, authenticate and deliver one
or more Securities in global form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

Each Depositary designated pursuant to Section 3.1 for a
Registered Security in global form must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or
regulation. The Trustee shall have no responsibility to determine if the
Depositary is so registered. Each Depositary shall enter into an agreement with
the Trustee governing the respective duties and rights of such Depositary and
the Trustee with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security (including a Bearer Security represented
by a temporary global Security) shall be dated as of the date specified as
contemplated by Section 3.1.

No Security or Coupon appertaining thereto shall be entitled to
any benefits under this Indenture or be valid or obligatory for any purpose
until such Security is authenticated by the manual signature of one of the
authorized signatories of the Trustee or an Authenticating Agent. Such signature
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons for interest then matured have been detached and
cancelled.

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 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

Section 3.4. 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 of such
series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor and form,
with or without Coupons, 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
conclusively evidenced by their execution of such Securities and Coupons, if
any. In the case of Securities of any series, such temporary Securities may be
in global form.

Except in the case of temporary Securities in global form, each
of which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company will cause permanent
Securities of such series to be prepared without unreasonable delay. After
preparation of such permanent Securities, the temporary Securities shall be
exchangeable for such permanent Securities of like tenor upon surrender of the
temporary Securities of such series at the office or agency of the Company
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange

20
<PAGE> 25
therefor a like principal amount of permanent Securities of the same series of
authorized denominations and of like tenor; provided, however, that no permanent
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further that no permanent Bearer Security shall be
delivered in exchange for a temporary Bearer Security unless the Trustee shall
have received from the person entitled to receive the definitive Bearer Security
a certificate substantially in the form approved in the Officers' Certificate
relating thereto and such delivery shall occur only outside the United States.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as permanent Securities of
such series except as otherwise specified as contemplated by Section 3.1.

Section 3.5. Registration, Registration of Transfer and
Exchange.

(a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee or in any office or agency to be maintained by the Company
in accordance with Section 9.2 in a Place of Payment a register (the "Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Registered Securities and the
registration of transfers of Registered Securities. The Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. The Trustee is hereby appointed "Registrar" for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency maintained pursuant to Section
9.2 in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any
authorized denominations, of a like aggregate principal amount and tenor and
with like terms and conditions.

Bearer Securities or any Coupons appertaining thereto shall be
transferable by delivery.

At the option of the Holder, Registered Securities of any
series (except a Registered Security in global form) may be exchanged for other
Registered Securities of the series, of any authorized denominations and of a
like aggregate principal amount containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities may not be
issued in exchange for Registered Securities.

(b) Unless otherwise specified as contemplated by Section 3.1,
to the extent permitted by law, at the option of the Holder, Bearer Securities
of such series may be exchanged for Registered Securities (if the Securities of
such series are issuable in registered form) or Bearer Securities (if Bearer
Securities of such series are issuable in more than one denomination and such
exchanges are permitted by such series) of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured Coupons and all matured Coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured Coupon
or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company and the Trustee in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 9.2,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is surrendered at any such office or

21
<PAGE> 26
agency in exchange for a Registered Security of the same series after the close
of business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such Coupon, when due in accordance with the
provisions of this Indenture. The Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Security or Securities which the Holder
making the exchange is entitled to receive.

Notwithstanding the foregoing, the exchange of Bearer
Securities for Registered Securities will be subject to the provisions of United
States income tax laws and regulations applicable to Securities in effect at the
time of such exchange.

(c) Except as otherwise specified pursuant to Section 3.1, in
no event may Registered Securities, including Registered Securities received in
exchange for Bearer Securities, be exchanged for Bearer Securities.

(d) If the Company shall establish pursuant to Section 3.1 that
the Registered Securities of a series are to be issued in whole or in part in
the form of one or more Securities in global form, then the Company shall
execute and the Trustee shall, in accordance with Section 3.3 and the Company
Order with respect to such series, authenticate and deliver one or more
Securities in global form in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by one or
more Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or the nominee of such
depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this Security is exchanged in whole or in part for Securities in definitive
form."

Notwithstanding any other provision (other than the provisions
set forth in the seventh and eighth paragraphs of this Section) of this Section,
unless and until it is exchanged in whole or in part for Securities in
certificated form, a Security in global form representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the issuer receives such notice or
becomes aware of such ineligibility, the Company's election pursuant to Section
3.1 shall no longer be effective with respect to the Securities of such series
and the Company shall execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations

22
<PAGE> 27
and in an aggregate principal amount equal to the principal amount of the
Security or Securities of such series of like tenor in global form in exchange
for such Security or Securities in global form.

The Company may at any time in its sole discretion determine
that Securities of a series issued in global form shall no longer be represented
by such a Security or Securities in global form. In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange, in whole or in part, for
Securities of such series in certificated form on such terms as are acceptable
to the Company and such Depositary. Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such Depositary, a new
certificated Security or Securities of the same series of like tenor,
of any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person's beneficial
interest in the Security in global form; and

(ii) to such Depositary a new Security in global form of like
tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the
aggregate principal amount of certificated Securities delivered to
Holders thereof.

Upon the exchange of a Security in global form for Securities
in certificated form, such Security in global form shall be cancelled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form, pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

Whenever any Securities are 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 upon
any 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 Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company,
the Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to those of the Company, the
Registrar and the Trustee requiring such written instrument of transfer 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 for any 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 or transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4 or 10.7 not involving
any transfer.

23
<PAGE> 28
The Company shall not be required (i) to issue, register the
transfer of, or exchange any Securities for a period beginning at the opening of
business 15 days before any selection for redemption of Securities of like tenor
and of the series of which such Security is a part and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of like tenor and of such
series to be redeemed; (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part; or (iii) to exchange
any Bearer Security so selected for redemption, except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

Section 3.6. Replacement Securities. If a mutilated
Security or a Security with a mutilated Coupon appertaining to it is surrendered
to the Trustee, together with, in proper cases, such security or indemnity as
may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Registered Security, if such surrendered Security was a Registered
Security, or a replacement Bearer Security with Coupons corresponding to the
Coupons appertaining to the surrendered Security, if such surrendered Security
was a Bearer Security, of the same series and date of Maturity, if the Trustee's
requirements are met.

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
or Security with a destroyed, lost or stolen Coupon and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security or Coupon has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver in lieu
of any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen Coupon appertains (with all appurtenant
Coupons not destroyed, lost or stolen), a replacement Registered Security, if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security with Coupons corresponding to the Coupons appertaining to the
destroyed, lost or stolen Bearer Security or the Bearer Security to which such
lost, destroyed or stolen Coupon appertains, if such Holder's claim appertains
to a Bearer Security, of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding with Coupons corresponding to the Coupons, if any, appertaining to
the destroyed, lost or stolen Security.

In case any such mutilated, destroyed, lost or stolen Security
or Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon, pay such Security
or Coupon; provided, however, that payment of principal of and any premium or
interest on Bearer Securities shall, except as otherwise provided in Section
9.2, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.1, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

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

24
<PAGE> 29
The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
Coupons.

Section 3.7. Payment of Interest; Interest Rights Preserved.

(a) Unless otherwise provided as contemplated by Section 3.1,
interest, if any, on any Registered 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
at the office or agency maintained for such purpose pursuant to Section 9.2;
provided, however, that, at the option of the Company, interest on any series of
Registered Securities that bear interest may be paid (i) by check mailed to the
address of the Person entitled thereto as it shall appear on the Register of
Holders of Securities of such series or (ii) to the extent specified as
contemplated by Section 3.1, by wire transfer to an account maintained by the
Person entitled thereto as specified in the Register of Holders of Securities of
such series.

Unless otherwise provided as contemplated by Section 3.1, (i)
interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the Coupons for such interest installments as are evidenced
thereby as they mature and (ii) original issue discount, if any, on Bearer
Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing provided that any such instruction for payment in the United States does
not cause any Bearer Security to be treated as a "registration-required
obligation" under the United States law and regulations. The interest, if any,
on any temporary Bearer Security shall be paid, as to any installment of
interest evidenced by a Coupon attached thereto, only upon presentation and
surrender of such Coupon and, as to other installments of interest, only upon
presentation of such Security for notation thereon of the payment of such
interest. If at the time a payment of principal of or interest, if any, on a
Bearer Security or Coupon shall become due, the payment of the full amount so
payable at the office or offices of all the Paying Agents outside the United
States is illegal or effectively precluded because of the imposition of exchange
controls or other similar restrictions on the payment of such amount in Dollars,
then the Company may instruct the Trustee to make such payments at a Paying
Agent located in the United States, provided that provision for such payment in
the United States would not cause such Bearer Security to be treated as a
"registration-required obligation" under the United States law and regulations.

(b) Unless otherwise provided as contemplated by Section 3.1,
any interest on any Registered 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, as provided
in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall 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 (1) 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

25
<PAGE> 30
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it appears in
the 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 (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a specified date 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 (2), such manner of
payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section and
Section 3.5, 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.

(d) Any Defaulted Interest payable in respect of Bearer
Securities of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided
in Section 1.6 not more than 25 days and not less than 20 days prior to the date
of the proposed payment.

Section 3.8. Persons Deemed Owners. Prior to due presentment of
any Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of, premium, if any, and
(subject to Section 3.7) interest on such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon
as the absolute owner of such Bearer Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or Coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. All payments made to any Holder, or
upon his order, shall be valid, and, to the extent of the sum or sums paid,
effectual to satisfy and discharge the liability for moneys payable upon such
Security or Coupon.

None of the Company, the Trustee or any agent of the Company or
the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, with respect to any Security in global form,
nothing herein shall prevent the Company or the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary (or its nominee), as a
Holder, with respect to such Security in global form or impair, as between such
Depositary and owners of beneficial interests in such Security in global form,
the operation of customary

26
<PAGE> 31
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.

Section 3.9. Cancellation. The Company at any time may deliver
to the Trustee for cancellation any Securities or Coupons 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 all Securities or
Coupons so delivered shall be promptly cancelled by the Trustee. The Registrar
and any Paying Agent shall forward to the Trustee any Securities and Coupons
surrendered to them for replacement, for registration of transfer, or for
exchange or payment. The Trustee shall cancel all Registered Securities and
matured Coupons surrendered for replacement, for registration of transfer, or
for exchange payment, redemption or cancellation and may dispose of cancelled
Securities and Coupons and issue a certificate of destruction to the Company.
All Bearer Securities and unmatured Coupons so delivered shall be held by the
Trustee and, upon instruction by the Company Order, shall be cancelled or held
for reissuance. Bearer Securities and unmatured Coupons held for reissuance may
be reissued only in exchange for Bearer Securities of the same series and of
like Stated Maturity and with like terms and conditions pursuant to Section 3.5
or in replacement of mutilated, lost, stolen or destroyed Bearer Securities of
the same series and of like Stated Maturity and with like terms and conditions
or the related Coupons pursuant to Section 3.6. All Bearer Securities and
unmatured Coupons held by the Trustee pending such cancellation or reissuance
shall be deemed to be delivered for cancellation for all purposes of this
Indenture and the Securities. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation, except as expressly permitted in the terms of Securities for any
particular series or as permitted pursuant to the terms of this Indenture. All
cancelled Securities and Coupons held by the Trustee shall be delivered to the
Company upon Company Request. The acquisition of any Securities or Coupons by
the Company shall not operate as a redemption or satisfaction of the
indebtedness represented thereby unless and until such Securities or Coupons are
surrendered to the Trustee for cancellation. Permanent Securities in global form
shall not be destroyed until exchanged in full for definitive Securities or
until payment thereon is made in full.

The Company shall have the right to require a Holder, in
connection with the payment of the principal of, premium, if any, and interest,
if any, on any Security, to certify information to the Company, or, in the
absence of such certifications, the Company will be entitled to rely on any
legal presumption to enable the Company to determine its duties and
liabilities, if any, to deduct or withhold taxes, assessments or governmental
charges for such payment.

Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1, (i) interest on any Securities that
bear interest at a fixed rate shall be computed on the basis of a 360-day year
of twelve 30-day months and (ii) interest on any Securities that bear interest
at a variable rate shall be computed on the basis of the actual number of days
in an interest period divided by 360.

Section 3.11. Currency and Manner of Payment in Respect of
Securities.

(a) Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of, premium, if any, and interest, if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section 3.11
may be modified or superseded pursuant to Section 3.1 with respect to any
Securities. For all purposes of this Indenture, currency units shall include any
composite currency.

27
<PAGE> 32
(b) It may be provided pursuant to Section 3.1, with respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of, premium,
if any, or interest, if any, on such Registered Securities in any of the
currencies or currency units which may be designated for such election by
delivering to the Trustee (or the applicable Paying Agent) a written election
with signature guarantees, and in the applicable form established pursuant to
Section 3.1, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such currency or currency unit, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (or any
applicable Paying Agent) for such series of Registered Securities (but any such
change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date, and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article 4 or with respect to which a
notice of redemption has been given by the Company). Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.11(a). The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.

(c) If the election referred to in paragraph (b) above has been
provided for with respect to any Registered Securities of a series pursuant to
Section 3.1, then unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on such
Registered Securities to be paid on such payment date, and specifying the
amounts in such currency or currencies or currency unit or units so payable in
respect of such Registered Securities as to which the Holders of Registered
Securities denominated it, any currency or currencies or currency unit or units
shall have elected to be paid in another currency or currency unit as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.1, on the second Business Day
preceding such payment date the Company will deliver to the Trustee (or the
applicable Paying Agent) an Exchange Rate Officer's Certificate in respect of
the Dollar, Foreign Currency or Currencies, ECU or other currency unit payments
to be made on such payment date. Unless otherwise specified pursuant to Section
3.1, the Dollar, Foreign Currency or Currencies, ECU or other currency unit
amount receivable by Holders of Registered Securities who have elected payment
in a currency or currency unit as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

28
<PAGE> 33
becoming such currency no longer prevail). Unless otherwise specified pursuant
to Section 3.1, the Dollar amount to be paid by the Company to the Trustee or
any applicable Paying Agent and by the Trustee or any applicable Paying Agent to
the Holders of such Securities with respect to such payment date shall be, in
the case of a Foreign Currency other than a currency unit, the Dollar Equivalent
of the Foreign Currency or, in the case of a Foreign Currency that is a currency
unit, the Dollar Equivalent of the currency unit, in each case as determined by
the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 3.1, if the
Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other
currencies as provided in paragraph (b) above, and (i) a Conversion Event occurs
with respect to any such elected currency or currency unit, such Holder shall
receive payment in the currency or currency unit in which payment would have
been made in the absence of such election and (ii) if a Conversion Event occurs
with respect to the currency or currency unit in which payment would have been
made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph (d) of this Section 3.11 (but, subject to any
contravening valid election pursuant to paragraph (b) above, the elected payment
currency or currency unit, in the case of the circumstances described in clause
(i) above, or the payment currency or currency unit in the absence of such
election, in the case of the circumstances described in clause (ii) above,
shall, at the Company's election, resume being the currency or currency unit of
payment with respect to Holders who have so elected, but only with respect to
payments on payment dates preceded by 15 Business Days during which the
circumstances which gave rise to such currency or currency unit, in the case of
the circumstances described in clause (i) above, or the Dollar, in the case of
the circumstances described in clause (ii) above, becoming the currency or
currency unit, as applicable, of payment, no longer prevail).

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

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

(h) For purposes of this Section 3.11 the following terms shall
have the following meanings:

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

"Election Date" shall mean the Regular Record Date for the
applicable series of Registered Securities as specified pursuant to Section 3.1
by which the written election referred to in Section 3.11(b) may be made.

29
<PAGE> 34
Component Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by specified amounts of such two or more currencies,
the sum of which, at the Market Exchange Rate of such two or more currencies on
the date of such replacement, shall be equal to the Specified Amount of such
former Component Currency and such amounts shall thereafter be Specified Amounts
and such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited to,
ECU, a Conversion Event (other than any event referred to above in this
definition of "Specified Amount") occurs with respect to any Component Currency
of such currency unit and is continuing on the applicable Valuation Date, the
Specified Amount of such Component Currency shall, for purposes of calculating
the Dollar Equivalent of the Currency Unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component
Currency.

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

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will promptly give written notice thereof to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying
Agent) will promptly thereafter give notice in the manner provided in Section
1.6 to the affected Holders) specifying the Conversion Date. In the event the
Company so determines that a Conversion Event has occurred with respect to ECU
or any other currency unit in which Securities are denominated or payable, the
Company will promptly give written notice thereof to the Trustee (or any
applicable Paying Agent) and to the Exchange Rate Agent (and the Trustee (or
such Paying Agent) will promptly thereafter give notice in the manner provided
in Section 1.6 to the affected Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified Amount above has occurred,
the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.

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

Section 3.12. Appointment and Resignation of Exchange Rate
Agent.

(a) Unless otherwise specified pursuant to Section 3.1, if and
so long as the Securities of any series (i) are denominated in a currency other
than Dollars or (ii) may be payable in a currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 3.11 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies or currency unit or units into the applicable
payment currency or currency unit for the payment of principal, premium, if any,
and interest, if any, pursuant to Section 3.11.

(b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the

30
<PAGE> 35
successor Exchange Rate Agent as evidenced by a written instrument delivered to
the Company and the Trustee of the appropriate series of Securities accepting
such appointment executed by the successor Exchange Rate Agent.

(c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agency for any cause, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Exchange Rate Agent
or Exchange Rate Agents with respect to the Securities of that or those series
(it being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of such series
and that, unless otherwise specified pursuant to Section 3.1, at any time there
shall only be one Exchange Rate Agent with respect to the Securities of any
particular series that are originally issued by the Company on the same date and
that are initially denominated and/or payable in the same currency or currencies
or currency unit or units).

Section 3.13. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers (in addition to the other identification
numbers printed on the Securities) in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

Section 3.14. Judgments. If for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company hereunder or
under any Security, it shall become necessary to convert into any other currency
any amount in the currency due hereunder or under such Security, then such
conversion shall be made at the Market Exchange Rate as in effect on the date
the Company shall make payment to any Person in satisfaction of such judgment.
If pursuant to any such judgment, conversion shall be made on a date other than
the date payment is made and there shall occur a change between such Market
Exchange Rate and the Market Exchange Rate as in effect on the date of payment,
the Company agrees to pay such additional amounts (if any) as may be necessary
to ensure that the amount paid is equal to the amount in such other currency
which, when converted at the Market Exchange Rate as in effect on the date of
payment or distribution, is the amount then due hereunder or under such
Security. Any amount due from the Company under this Section 3.14 shall be due
as a separate debt and is not to be affected by or merged into any judgment
being obtained for any other sums due hereunder or in respect of any Security.
In no event, however, shall the Company be required to pay more in the currency
or currency unit due hereunder or under such Security at the Market Exchange
Rate as in effect when payment is made than the amount of currency stated to be
due hereunder or under such Security so that in any event the Company's
obligations hereunder or under such Security will be effectively maintained as
obligations in such currency, and the Company shall be entitled to withhold (or
be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.

ARTICLE 4

SATISFACTION, DISCHARGE AND DEFEASANCE

Section 4.1. Termination of Company's Obligations Under the
Indenture. Except as otherwise provided as contemplated by Section 3.1, this
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of or within any series and any Coupons appertaining thereto
(except as to any surviving rights of registration of transfer or exchange of
such Securities and replacement of such Securities which may have been lost,
stolen or mutilated as herein expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities and
any Coupons appertaining thereto when

31
<PAGE> 36
(a) either

(1) all such Securities previously authenticated and delivered
and all Coupons appertaining thereto (other than (i) such Coupons
appertaining to Bearer Securities surrendered in exchange for
Registered Securities and maturing after such exchange, surrender of
which is not required or has been waived as provided in Section 3.5,
(ii) such Securities and Coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.6,
(iii) such Coupons appertaining to Bearer Securities called for
redemption and maturing after the relevant Redemption Date, surrender
of which has been waived as provided in Section 10.6 and (iv) such
Securities and Coupons 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 9.3) have been delivered to the Trustee for
cancellation; or

(2) all Securities of such series and, in the case of (i) or
(ii) below, any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

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

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited, or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the currency or
currencies or currency unit or units in which the Securities of such
series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such Coupons not theretofore
delivered to the Trustee for cancellation, for principal, premium, if
any, and interest, with respect thereto, 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;

(b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

(c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.9, the
obligations of the Company to any Authenticating Agent under Section 6.14 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 4.2 and
the last paragraph of Section 9.3 shall survive. If, after the deposit referred
to in Section 4.1 has been made, (x) the Holder of a Security is entitled to,
and does, elect pursuant to Section 3.11(b), to receive payment in a currency
other than that in which the deposit pursuant to Section 4.1 was made, or (y) if
a Conversion Event occurs with respect to the currency in which the deposit was
made or elected to be received by the Holder pursuant to Section 3.11(b), then
the indebtedness represented by such Security shall be fully discharged to the
extent that the deposit made with respect to such Security shall be converted
into the currency in which such payment is made.

32
<PAGE> 37
Section 4.2. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it in
accordance with the provisions of the Securities, the Coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and any interest for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

Section 4.3. Applicability of Defeasance Provisions; Company's
Option to Effect Defeasance or Covenant Defeasance. If pursuant to Section 3.1
provision is made for either or both of (i) defeasance of the Securities of or
within a series under Section 4.4 or (ii) covenant defeasance of the Securities
of or within a series under Section 4.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities, shall be applicable to
such Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and any
Coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

Section 4.4. Defeasance and Discharge. Upon the Company's
exercise of the option specified in Section 4.3 applicable to this Section with
respect to the Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Securities and
any Coupons appertaining thereto on the date the conditions set forth in Section
4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any Coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any Coupons appertaining thereto and this Indenture insofar as
such Securities and any Coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any Coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any Coupons appertaining thereto when such
payments are due; (ii) the Company's obligations with respect to such Securities
under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16); (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder; and (iv) this Article 4. Subject to
compliance with this Article 4, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 4.5 with
respect to such Securities and any Coupons appertaining thereto. Following a
defeasance, payment of such Securities may not be accelerated because of an
Event of Default.

33
<PAGE> 38
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 5.1(3) or 5.1(6) or otherwise, as the case may
be, but, except as specified above the remainder of this Indenture and such
Securities and any Coupons appertaining thereto shall be unaffected thereby.

Section 4.6. Conditions of Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 4.4 or Section
4.5 to any Securities of or within a series and any Coupons appertaining
thereto:

(a) The Company shall have deposited or caused to be deposited
irrevocably with the Trustee (or another trustee satisfying the requirements of
Section 6.12 who shall agree to comply with, and shall be entitled to the
benefits of, the provisions of Sections 4.3 through 4.9 inclusive and the last
paragraph of Section 9.3 applicable to the Trustee, for purposes of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities and any Coupons appertaining thereto, with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies or currency unit in which such Securities and any Coupons
appertaining thereto are then specified as payable at Maturity), or (B) if
Securities of such series are not subject to repayment at the option of Holders,
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment referred to in clause (x) or (y) of this
Section 4.6(a), money in an amount or (C) a combination thereof in an amount,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (x) the principal of, premium, if any, and
interest, if any, on such Securities and any Coupons appertaining thereto on the
Maturity of such principal or installment of principal or interest and (y) any
mandatory sinking fund payments applicable to such Securities on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and such Securities and any Coupons appertaining thereto. 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 10
which shall be given effect in applying the foregoing.

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

(c) No Default or Event of Default under Section 5.1(4) or
5.1(5) with respect to such Securities and any Coupons appertaining thereto
shall have occurred and be continuing during the period commencing on the date
of such deposit and ending on the 91st day after such date, it being understood
that this condition shall not be deemed satisfied until the expiration of such
period.

(d) In the case of an election under Section 4.4, the Company
shall have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel to the effect that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities and any Coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and will be subject to Federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred.

34
<PAGE> 39
(e) In the case of an election under Section 4.5, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 4.4 or the covenant
defeasance under Section 4.5 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (a) above and the related exercise of the Company's
option under Section 4.4 or Section 4.5 (as the case may be), registration is
not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the
trustee for such trust funds or (ii) all necessary registrations under said act
have been effected.

(g) Such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith as contemplated by
Section 3.1.

Section 4.7. Deposited Money and Government Obligations to be
Held in Trust. Subject to the provisions of the last paragraph of Section 9.3,
all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1, including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.6 in respect of any Securities of any series and
any Coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security
pursuant to Section 3.1, if, after a deposit referred to in Section 4.6(a) has
been made, (i) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 3.11(b) or the terms of
such Security to receive payment in a currency or currency unit other than that
in which the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (ii) a Conversion Event occurs as contemplated in Section 3.11(d)
or 3.11(e) or by the terms of any Security in respect of which the deposit
pursuant to Section 4.6(a) has been made, the indebtedness represented by such
Security and any Coupons appertaining thereto shall be deemed to have been and
will be, fully discharged and satisfied through the payment of the principal of,
premium, if any, and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable Market Exchange Rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except in the case
of a Conversion Event with respect to such currency or currency unit which is in
effect (as nearly as feasible) at the time of the Conversion Event.

Section 4.8. Transfers and Distributions at Company Request. To
the extent permitted by the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 76, as amended or interpreted by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent permitted by the Commission, the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request:

35
<PAGE> 40
(a) Retransfer, reassign and deliver to the Company any
securities deposited with the Trustee pursuant to Section 4.6(a), provided that
the Company shall in substitution therefor, simultaneously transfer, assign and
deliver to the Trustee other Government Obligations appropriate to satisfy the
Company's obligations in respect of the relevant Securities; and

(b) The Trustee (and any Paying Agent) shall promptly pay to
the Company, upon Company Request, any excess money or securities held by them
at any time, including, without limitation, any assets deposited with the
Trustee pursuant to Section 4.6(a) exceeding those necessary for the purposes of
Section 4.6(a).

The Trustee shall not take the actions described in subsections (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Price
Waterhouse L.L.P. or another nationally recognized independent public accounting
firm (i) expressing their opinion that the contemplated action is permitted by
Standard No. 76 or the Commission, for transactions accounted for as
extinguishment of debt under the circumstances described in paragraph 3.c of
Standard No. 76 or any successor provision and (ii) verifying the accuracy,
after giving effect to such action or actions, of the computations which
demonstrate that the amounts remaining to be earned on the Government
Obligations deposited with the Trustee pursuant to Section 4.6(a) will be
sufficient for purposes of Section 4.6(a).

Section 4.9. Reinstatement. If the Trustee or the Paying Agent
is unable to apply any money in accordance with Section 4.7 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
this Indenture and the Securities of the series with respect to which such money
was deposited shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 4 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 4.7; provided,
however, that if the Company makes any payment of principal of (or premium, if
any, on) or interest on any Securities of any series following the reinstatement
of the Company's 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 with respect to the Securities of such series.

ARTICLE 5

DEFAULTS AND REMEDIES

Section 5.1. Events of Default. An "Event of Default" occurs
with respect to the Securities of any series if (regardless of 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):

(a) the Company defaults in the payment of interest on any
Security of that series or any Coupon appertaining thereto or any
additional amount payable with respect to any Security of that series
as specified pursuant to Section 3.1(b)(16) when the same becomes due
and payable and such default continues for a period of 30 days;

(b) the Company defaults in the payment of the principal of or
any premium on any Security of that series when the same becomes due
and payable at its Maturity or on redemption or otherwise, or in the
payment of a mandatory sinking fund payment when and as due by the
terms of the Securities of that series;

(c) the Company defaults in the performance of or breaches, any
covenant or warranty of the Company in this Indenture with respect to
any Security of that series (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this
Section specifically dealt

36
<PAGE> 41
with), and such default or breach continues for a period of 60 days
after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of
that series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder;

(d) the Company pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case, (B) consents to the
entry of an order for relief against it in an involuntary case, (C)
consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (D) makes a general assignment
for the benefit of its creditors;

(e) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that (A) is for relief against the Company in
an involuntary case, (B) appoints a Custodian of the Company for all or
substantially all of its property, or (C) orders the liquidation of the
Company; and the order or decree remains unstayed and in effect for 90
days; or

(f) any other Event of Default provided as contemplated by
Section 3.1 with respect to Securities of that series.

The term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If
an Event of Default with respect to the Securities of any series at the time
Outstanding occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of all of the outstanding Securities of that
series, by written notice to the Company (and, if given by the Holders, to the
Trustee), may declare the principal (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable and upon any such declaration
such principal (or, in the case of Original Issue Discount Securities or Indexed
Securities, such specified amount) shall be immediately due and payable except
that no such declaration shall be required upon the occurrence of an Event of
Default specified in Section 5.1(3) or 5.1(4) hereof.

37
<PAGE> 42
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 aggregate
principal amount of the outstanding Securities of that series, by written notice
to the Trustee, may rescind and annul such declaration and its consequences if
all existing Defaults and 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 5.7. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

(a) default is made in the payment of any interest on any
Security or Coupon, if any, when such interest becomes due and payable
and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof, or

(c) default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due
pursuant to the terms of the Securities of any series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or Coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities or Coupons, if any, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amount forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and Coupons, if any, and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and Coupons, if any, wherever situated.

Section 5.4. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, relative to the Company or any other
obligor upon the Securities and Coupons, if any, of a particular series or the
property of the Company or of such other obligor, the Trustee (irrespective of
whether the principal of such Securities shall then be due and payable as
therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

38
<PAGE> 43
(i) to file and prove a claim for the whole amount of principal
(or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be due and
payable with respect to such series pursuant to a declaration in
accordance with Section 5.2) (and premium, if any) and interest owing
and unpaid in respect of the Securities and any Coupons of such series
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders of
such Securities and any Coupons allowed in such judicial proceeding,
and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such 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 6.9.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities and any Coupons of such series 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 5.5. 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 or any Coupons in respect of
which such judgment has been recovered.

Section 5.6. Delay or Omission Not Waiver. No delay or omission
by the Trustee or any Holder of any Securities to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of or acquiescence in any such Event of Default. Every right
and remedy given by this Indenture 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 5.7. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of Outstanding Securities of any
series by notice to the Trustee may waive on behalf of the Holders of all
Securities of such series a past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on any Security of
such series or any Coupon appertaining thereto or (ii) in respect of it covenant
or provision hereof which pursuant to Section 8.2 cannot be amended or modified
without the consent of the Holder of each outstanding Security of such series
adversely affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

39
<PAGE> 44
provided, however, that (i) the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, (ii) subject to Section 6.1, the Trustee
may refuse to follow any direction that is unduly prejudicial to the rights of
the Holders of Securities of such series not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal liability, and (iii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

Section 5.9. Limitation on Suits by Holders. No Holder of any
Security of any series or any related Coupons 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,

(a) the Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities
of that series;

(b) the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series have made a written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or
expense to be, or which may be, incurred by the Trustee in pursuing the
remedy;

(d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceedings; and

(e) during such 60-day period, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series
have not given to the Trustee a direction inconsistent with such
written request.

No one or more 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.
For the protection and enforcement of the provisions of this Section 5.9, each
and every Holder of Securities or any Coupons of any series and the Trustee for
such series shall be entitled to such relief as can be given at law or in
equity.

Section 5.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
9.2, the right of any Holder of a Security or Coupon to receive payment of
principal of, premium, if any, and, subject to Sections 3.5 and 3.7, interest on
the Security, on or after the respective due dates expressed in the Security
(or, in case of redemption, on the redemption dates) and the right of any Holder
of a Coupon to receive payment of interest due as provided in such Coupon or,
subject to Section 5.9, to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 5.11. Application of Money Collected. If the Trustee
collects any money pursuant to this Article, it shall pay out the money 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, premium, if any, 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 Trustee for amounts due under Section 6.9;

40
<PAGE> 45
Second: to Holders of Securities and Coupons in respect of
which or for the benefit of which such money has been collected for
amounts due and unpaid on such Securities for principal of, premium, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for
principal, premium, if any, and interest, respectively; and

Third: to the Person or Persons entitled thereto.

Section 5.12. 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.

Section 5.13. 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 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or 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 5.14. 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 5.15. 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 6

THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities. The duties
and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

41
<PAGE> 46
Section 6.2. Rights of Trustee. Subject to the provisions of
the Trust Indenture Act:

(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 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 (other
than delivery of any Security, together with any Coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 3.3, which
shall be sufficiently evidenced as provided therein), 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 of its selection and
the written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, 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.

(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 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.

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

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

Section 6.3. Trustee May Hold Securities. The Trustee, any
Paying Agent, any Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and Coupons
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company or an Affiliate or Subsidiary with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.

Section 6.4. Money Held in Trust. Money held by the Trustee or
any Paying Agent in trust hereunder need not be segregated from other funds
except to the extent required by law. Neither the Trustee nor any Paying Agent
shall be under any liability for interest on any money received by it hereunder
except as otherwise set forth in this Indenture or as otherwise agreed with the
Company.

42
<PAGE> 47
Section 6.5. Trustee's Disclaimer. The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representation as to the validity or adequacy of this Indenture, the Securities,
or any Coupon. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities or for monies paid over to the Company pursuant to
the Indenture.

Section 6.6. Notice of Defaults. If a Default occurs and is
continuing with respect to the Securities of any series and if it is known to
the Trustee, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of all uncured Defaults known to it; provided, however that, in the case
of a Default in payment on the Securities of any series, the Trustee may
withhold the notice if and so long as the board of directors, the executive
committee or a committee of its Responsible Officers in good faith determines
that withholding such notice is in the interests of Holders of Securities of
that series; provided further that, in the case of any default or breach of the
character specified in Section 5.1(3) with respect to the Securities and Coupons
of such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

Section 6.7. Reports by Trustee to Holders.

(a) Within 60 days after each May 15 of each year commencing
with the first May 15 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act a brief report dated as of
such May 15 if required by Section 313(a) of the Trust Indenture Act. The
Trustee also shall comply with Section 313(b) and (d) of the Trust Indenture Act
and shall transmit to Holders, in the manner and to the extent provided in said
Section 313(c) of the Trust Indenture Act, such other reports, if any, as may be
required pursuant to the Trust Indenture Act.

(b) 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 6.8. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession of the Registrar, the Company or any of its Paying
Agents other than the Trustee as to the names and addresses of Holders of
Securities of each such series. If there are Bearer Securities of any series
outstanding, even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such information with respect to Holders of
such Bearer Securities only.

Section 6.9. Compensation and Indemnity.

(a) The Company shall pay to the Trustee from time to time such
compensation as shall be agreed between the Company and the Trustee for all
services rendered by it hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it in connection with the performance of its duties under
this Indenture, except any such expense as may be attributable to its negligence
or bad faith. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

43
<PAGE> 48
(b) The Company shall indemnify the Trustee for, and hold it
harmless against, any loss, liability or expense incurred by it without
negligence or bad faith on its part arising out of or in connection with its
acceptance or administration of the trust or trusts hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

(c) The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

(d) To secure the payment obligations of the Company pursuant
to this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, except that
held in trust to pay principal, premium, if any, and interest on particular
Securities.

(e) When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

(f) The provisions of this Section shall survive the
termination of this Indenture.

Section 6.10. Replacement of Trustee.

(a) The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of any series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 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 Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the Company's consent.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of the
Trust Indenture Act 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
310(a) of the Trust Indenture Act and shall fail to resign
after written request therefor by the Company or by any Holder
of a Security who has been a bona fide Holder of a Security for
at least six months; or

(3) the Trustee becomes incapable of acting, is adjudged a
bankrupt or an insolvent or a receiver or public officer takes
charge of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then,
in any such case, (i) the Company may remove the Trustee with
respect to all Securities, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of
himself and all other similarly situated, petition any

44
<PAGE> 49
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 resigns or is removed or if a vacancy exists
in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor
Trustee 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 6.11. 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 6.11, 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 6.11, the resigning or
retiring Trustee, or 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.

Section 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
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 such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such 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, (ii) 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 (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the

45
<PAGE> 50
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

(e) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 1.6.
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 6.12. Eligibility; Disqualification. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital
and surplus of at least $75,000,000 (or having a combined capital and surplus in
excess of $50,000,000 and the obligations of which, whether now in existence or
hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any State or
Territory thereof or of the District of Columbia and having a combined capital
and surplus of at least $75,000,000). If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. If the Trustee has or shall acquire any conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall comply with the
relevant provisions thereof.

Section 6.13. 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.

46
<PAGE> 51
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus as set forth of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution, or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at any
time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

This is one of the Securities of a series issued under the
within-mentioned Indenture.

Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By:
----------------------------
as Authenticating Agent

By:
----------------------------
Authorized Signatory

Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

47
<PAGE> 52
Section 6.15. Trustee's Application for Instructions from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
fifteen Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

Section 6.16. 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 or the Coupons, if any), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such obligor).

ARTICLE 7

CONSOLIDATION, MERGER OR SALE
BY THE COMPANY

Section 7.1. Consolidation, Merger or Sale of Assets by the
Company Permitted. The Company may merge or consolidate with or into any other
corporation or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its assets to any Person, if (i)(A) in the case of a merger
or consolidation, the Company is the surviving corporation or (B) in the case of
a merger or consolidation where the Company is not the surviving corporation and
in the case of any such sale, conveyance or other disposition, the resulting,
successor or acquiring Person is a corporation organized and existing under the
laws of the United States and such corporation expressly assumes by supplemental
indenture all the obligations of the Company under the Securities and any
Coupons appertaining thereto and under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer, lease or other disposition (including, without limitation,
any indebtedness directly or indirectly incurred or anticipated to be incurred
in connection with or in respect of such transaction), no Default or Event of
Default shall have occurred and be continuing and (iii) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such merger or consolidation, or such sale, conveyance, transfer,
lease or other disposition, complies with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with. In the event of the assumption by a successor corporation of the
obligations of the Company as provided in clause (i)(B) of the immediately
preceding sentence, such successor corporation shall succeed to and be
substituted for the Company hereunder and under the Securities and any Coupons
appertaining thereto and all such obligations of the Company shall terminate.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1. 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 indentures supplemental hereto, in form reasonably satisfactory to the
Trustee, for any of the following purposes:

(a) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

48
<PAGE> 53
(b) 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

(d) to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to facilitate the issuance of
Bearer Securities (including, without limitation, to provide that
Bearer Securities may be registrable as to principal only) or to
facilitate the issuance of Securities in global form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related Coupons in any material
respect; or

(e) to add to, change or eliminate any of the provisions of
this Indenture, provided that any such addition, change or elimination
shall become effective only when there is no Security Outstanding of
any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision and as to
which such supplemental indenture would apply; or

(f) to secure the Securities; or

(g) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1; or

(h) 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 6.10; or

(i) if allowed without penalty under applicable laws and
regulations, to permit payment in the United States (including any of
the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction of principal,
premium, if any, or interest, if any, on Bearer Securities or Coupons,
if any; or

(j) 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 such action shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect, or to cure any ambiguity or correct any mistake; or

(k) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Article 4, provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other
series of Securities or any related Coupons in any material respect.

Section 8.2. Supplemental Indentures With Consent of Holders.
With the written consent of the Holders of not less than a majority of the
aggregate principal amount of the Outstanding Securities of each series
adversely affected by such supplemental indenture, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of Securities of each such series; provided, however, that without the consent
of the Holder of each Outstanding Security affected thereby, an amendment under
this Section may not:

49
<PAGE> 54
(a) 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 5.2, or change the coin or currency in which any
Securities or any premium or the 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 adversely affect the right to convert
any Security as may be provided pursuant to Section 3.1 herein or
modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holder;

(b) 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;

(c) change any obligation of the Company to maintain an office
or agency in the places and for the purposes specified in Section 9.2;
or

(d) make any change in Section 5.7 or this Section 8.2 except
to increase any percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of
the Holders of each Outstanding Security affected thereby.

For the purposes of this Section 8.2, if the Securities of any
series are issuable upon the exercise of warrants, any holder of an unexercised
and unexpired warrant with respect to such series shall not be deemed to be a
Holder of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrants.

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

It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

Section 8.3. Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall comply with the
requirements of the Trust Indenture Act as then in effect.

Section 8.4. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 8.5. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
Coupon appertaining thereto shall be bound thereby.

50
<PAGE> 55
Section 8.6. Reference in Securities to Supplemental
Indentures. Securities, including any Coupons, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities including any
Coupons 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 including any Coupons of such series.

Section 8.7. Notice of Supplemental Indenture. Promptly after
the execution by the Company and the appropriate Trustee of any supplemental
indenture pursuant to Section 8.2, the Company shall transmit, in the manner and
to the extent provided in Section 1.6, to all Holders of any series of the
Securities affected thereby, a notice setting forth in general terms the
substance of such supplemental indenture.

ARTICLE 9

COVENANTS

Section 9.1. Payment of Principal, Premium, if Any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of,
premium, if any, and interest on the Securities of that series in accordance
with the terms of the Securities of such series, any Coupons appertaining
thereto and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment. Unless
otherwise specified as contemplated by Section 3.1 with respect to any series of
Securities or except as otherwise provided in Section 3.7, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several Coupons for such interest installments as are
evidenced thereby as they severally mature. If so provided in the terms of any
series of Securities established as provided in Section 3.1, the interest, if
any, due in respect of any temporary Security in global form or permanent
Security in global form, together with any additional amounts payable in respect
thereof, as provided in the terms and conditions of such Security, shall be
payable only upon presentation of such Security to the Trustee for notation
thereon of the payment of such interest.

Section 9.2. Maintenance of Office or Agency. If Securities of
a series are issued as Registered Securities, 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, where Securities may be surrendered for conversion and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company will maintain, (i) subject to any laws or
regulations applicable thereto, an office or agency in a Place of Payment for
that series which is located outside the United States, where Securities of that
series and related Coupons may be presented and surrendered for payment;
provided, however, that if the Securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States, where
Securities of that series may be surrendered for 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

51
<PAGE> 56
any change in the location, of any 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 appoint the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or Coupon for payment, even if the payment would be credited to an
account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium or interest on any such Bearer Security shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium or interest, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any Coupons, if any)
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 their obligation to maintain an office or agency in each Place of Payment for
Securities (including any Coupons, if any) of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

Unless otherwise specified as contemplated by Section 3.1, the
Trustee shall initially serve as Paying Agent.

Section 9.3. Money for Securities to be held in Trust;
Unclaimed Money. 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, premium, if any, 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, premium, if any, 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 in writing of its
action or failure so to act.

(a) hold all sums held by it for the payment of the principal
of, premium, if any, or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of
any payment of principal, premium, if any, or interest on the
Securities; and

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

52
<PAGE> 57
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 any principal, premium, if
any, or interest on any Security of any series and remaining unclaimed for two
years after such principal, 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
and Coupon, if any, 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, as the case may be, cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in The City of New York, or cause
to be mailed to such Holder, 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 9.4. Corporate Existence. Subject to Article 7, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if, in
the opinion of the Company, such abandonment or termination is in the best
interests of the Company and does not materially adversely affect the ability of
the Company to operate its business or to fulfill its obligations hereunder.

Section 9.5. Insurance. The Company covenants and agrees that
it will maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations or through a
program of self-insurance in such amounts and covering such risks as are
consistent with sound business practice for corporations engaged in the same or
a similar business similarly situated.

Section 9.6. Reports by the Company. The Company covenants:

(a) to file with the Trustee, within 30 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which it may be required to file with the Commission
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if it is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

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

53
<PAGE> 58
(c) to transmit to all Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by it pursuant to
subsections (a) and (b) of this Section 9.6, as may be required by rules and
regulations prescribed from time to time by the Commission.

Section 9.7. Annual Review Certificate; Notice of Default. The
Company covenants and agrees to deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, a brief certificate from the
principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this Section
9.7, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. The Company shall file
with the Trustee written notice of occurrence of any Event of Default within
thirty Business Days of its becoming aware of any such Event of Default.

ARTICLE 10

REDEMPTION

Section 10.1. Applicability of Article. Securities (including
Coupons, if any) 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 3.1 for Securities of any series) in
accordance with this Article.

Section 10.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including Coupons, if any,
shall be evidenced by or pursuant to a Board Resolution or an Officers'
Certificate. In the case of any redemption at the election of the Company of
less than all the Securities or Coupons, if any, of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, 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 (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (ii) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

Section 10.3. Selection of Securities to be Redeemed. Unless
otherwise specified as contemplated by Section 3.1, if less than all the
Securities (including Coupons, if any) of a series with the same original issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee, not
more than 45 days prior to the redemption date, shall select the Securities of
the series to be redeemed in such manner as the Trustee shall deem fair and
appropriate. The Trustee shall make the selection from Securities of the series
that are Outstanding and that have not previously been called for redemption and
may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities, including Coupons, if any, of that
series or any integral multiple thereof) of the principal amount of Securities,
including Coupons, if any, of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

54
<PAGE> 59
Section 10.4. Notice of Redemption. Unless otherwise specified
as contemplated by Section 3.1, notice of redemption shall be given in the
manner provided in Section 1.6 not less than 30 days nor more than 60 days prior
to the Redemption Date to the Holders of the Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if fewer than all the Outstanding Securities of a series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Security or
Securities to be redeemed;

(4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the holder will
receive, without a charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed;

(5) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all Coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment for the Redemption Price;

(6) that Securities of the series called for redemption and all
unmatured Coupons, if any, appertaining thereto must be surrendered to
the Paying Agent to collect the redemption price;

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

(8) that the redemption is for a sinking fund, if such is the
case;

(9) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the Redemption Date or
the amount of any such missing Coupon or Coupons will be deducted from
the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished; and

(10) CUSIP number (if any).

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

Section 10.5. Deposit of Redemption Price. On or prior to 12:00
noon New York City time on 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 9.3) an amount
of money in the currency or currencies (including currency units or composite
currencies) in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
the Redemption

55
<PAGE> 60
Date shall be an Interest Payment Date) interest accrued to the Redemption Date
on, all Securities or portions thereof which are to be redeemed on that date.

Unless any Security by its terms prohibits any sinking fund
payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

Section 10.6. 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 and the Coupons for any such interest
appertaining to any Bearer Security so to be redeemed, except to the extent
provided below, shall be void. Except as provided in the next succeeding
paragraph, upon surrender of any such Security, including Coupons, if any, 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 installments of interest on Bearer
Securities whose Stated Maturity is prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and its
possessions (except as otherwise provided in Section 9.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon presentation and surrender
of Coupons for such interest; and provided further that, unless otherwise
specified as contemplated by Section 3.1, installments of interest on Registered
Securities whose Stated Maturity is prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by Coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
Coupons.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 10.7. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so required, 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), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities of the same
series with the same form and the same Maturity in any authorized denomination
equal in aggregate principal amount to the unredeemed portion of the principal
of the Security surrendered.

56
<PAGE> 61
ARTICLE 11

SINKING FUNDS

Section 11.1. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is 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 11.2. 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 11.2. Satisfaction of Sinking Fund Payments with
Securities. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured Coupons appertaining
thereto and (ii) 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 11.3. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities (unless a shorter period shall be satisfactory to the Trustee), 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 11.2 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 10.3 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

57
<PAGE> 62
-----------------------------------------

This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one 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.

AMERCO

By
----------------------------------
Title:

Attest:

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

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
----------------------------------
Title:

Attest:

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

58
<PAGE> 63
Reconciliation and tie between Indenture, dated as of April _____,
1996, and the Trust Indenture Act of 1939, as amended.

Trust Indenture Act
of 1939 Section Indenture Section
- -------------------- -----------------

310(a)(1) 6.12
(a)(2) 6.12
(a)(3) TIA
(a)(4) Not Applicable
(a)(5) TIA
(b) 6.10; 6.11; 6.12; TIA

311(a) TIA
(b) TIA
(c) Not Applicable

312(a) 6.8
(b) TIA
(c) TIA

313(a) 6.7; TIA
(b) 6.7; TIA
(c) 6.7; TIA
(d) 6.7; TIA

314(a) 9.6; 9.7; TIA
(b) Not Applicable
(c)(1) 1.2
(c)(2) 1.2
(c)(3) Not Applicable
(d) Not Applicable
(e) 1.2
(f) TIA

315(a) TIA
(b) 6.6
(c) TIA
(d)(1) TIA
(d)(2) TIA
(d)(3) TIA
(e) TIA

i
<PAGE> 64
316(a)(last sentence) 1.1
(a)(1)(A) 5.8
(a)(1)(B) 5.7
(b) 5.9; 5.10
(c) TIA

317(a)(1) 5.3
(a)(2) 5.4
(b) 9.3

318(a) 1.11
(b) TIA
(c) 1.11; TIA

- ---------------------
This reconciliation and tie section does not constitute part of the Indenture

<PAGE> 1
EXHIBIT 4.3

AMERCO

THE FIRST NATIONAL BANK OF CHICAGO, TRUSTEE

INDENTURE

DATED AS OF APRIL __, 1996

PROVIDING FOR ISSUANCE OF CONVERTIBLE
SUBORDINATED DEBT SECURITIES IN SERIES
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C> <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.3. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.5. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.7. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.8. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.9. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.12. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.13. Trustee to Establish Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.14. No Security Interest Created . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.15. Liability Solely Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 2 SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.2. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.3. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 3 THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.5. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.6. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.7. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.11. Currency and Manner of Payment in Respect of Securities . . . . . . . . . . . . . . . . . . . . . 37
Section 3.12. Appointment and Resignation of Exchange Rate Agent . . . . . . . . . . . . . . . . . . . . . . . 41
Section 3.13. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 3.14. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.1. Termination of Company's Obligations Under the Indenture . . . . . . . . . . . . . . . . . . . . 43
Section 4.2. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.3 Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.4. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.5. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
Section 4.6. Conditions of Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.7. Deposited Money and Government Obligations to be Held in Trust . . . . . . . . . . . . . . . . 47
Section 4.8. Transfers and Distributions at Company Request . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.9. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 5 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.2. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . 51
Section 5.4. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 5.5. Trustee May Enforce Claims Without Possession of Securities. . . . . . . . . . . . . . . . . . . 53
Section 5.6. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.7. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.8. Control by Majority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.9. Limitation on Suits by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.10. Rights of Holders to Receive Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.11. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.12. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 6 THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.1. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.2. Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.3. Trustee May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 6.4. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.5. Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.6. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.7. Reports by Trustee to Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.8 Securityholder Lists. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.9. Compensation and Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 6.10. Replacement of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 6.11. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 6.12. Eligibility; Disqualification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 6.13. Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . . . . . . . . . . . 63
Section 6.14. Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 6.15. Trustee's Application for Instructions from the Company. . . . . . . . . . . . . . . . . . . . . 65
Section 6.16. Preferential Collection of Claims Against Company. . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.1. Consolidation, Merger or Sale of Assets by the Company Permitted. . . . . . . . . . . . . . . . . 66

ARTICLE 8 SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 8.1 Supplemental Indentures Without Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . 66
Section 8.2. Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 8.3. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.4. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.5. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.6. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.7. Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
ARTICLE 9 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.1 Payment of Principal, Premium, if Any, and Interest . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.3. Money for Securities to be held in Trust; Unclaimed Money . . . . . . . . . . . . . . . . . . . . 71
Section 9.4. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.5. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.6. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.7. Annual Review Certificate; Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 10 REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.2 Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.3. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 10.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 10.6. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 10.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE 11 SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 11.2. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . . 78
Section 11.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE 12 SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 12.1 Securities Subordinated to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 12.2 Company Not to Make Payments with Respect to Securities in Certain Circumstances . . . . . . . . 79
Section 12.3 Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation
or Reorganization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 12.4 Holders to be Subrogated to Rights of Holders of Senior Indebtedness . . . . . . . . . . . . . . 81
Section 12.5 Obligation of the Company Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 12.6 Knowledge of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 12.7 Application by Trustee of Moneys Deposited with It . . . . . . . . . . . . . . . . . . . . . . . 83
Section 12.8 Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 12.9 Holders Authorize Trustee of Effectuate Subordination of Securities . . . . . . . . . . . . . . . 83
Section 12.10 Right of Trustee to Hold Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.11 Article 12 Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.12 Paying Agents Other Than the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.13 Trustee's Compensation Not Prejudiced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 12.14 Trust Moneys Not Subordinated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
</TABLE>

iii
<PAGE> 5
INDENTURE, dated as of April , 1996, between AMERCO, a Nevada
corporation (the "Company"), as issuer, and THE FIRST NATIONAL BANK OF CHICAGO,
a national banking association, as Trustee (the "Trustee").

RECITALS

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

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1 Definitions.

(a) 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; 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.

"Affiliate" of any specified Person means any Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
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.

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

1
<PAGE> 6
"Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such
place. Whenever successive publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise expressly provided herein) on any
Business Day and in the same or different Authorized Newspapers.

"Bearer Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is payable to
bearer (including any Security in global form payable to bearer) and title to
which passes by delivery only, but does not include any Coupons.

"Board" or "Board of Directors" means the Board of Directors of the
Company or the Executive Committee or any other duly authorized committee
thereof.

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

"Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or particular
location are authorized or obligated by law or executive order to close.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Indenture 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 Indenture until one or more successor corporations shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
means such successors.

"Company Order" or "Company Request" mean, respectively, a written
order or request signed in the name of the Company by the Chairman of the Board,
the President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company, or, with respect to
Sections 3.3, 3.4, 3.5 and 6.1, any other employee of the Company named in an
Officers' Certificate delivered to the Trustee.

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

"Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office at the date hereof is located at One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126 (Attention:
Corporate Trust Administration).

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

2
<PAGE> 7
"Coupon" means any interest Coupon appertaining to a Bearer Security.

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

"Depositary", when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

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

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

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

"Exchange Rate Agent", when used with respect to Securities of or
within any series, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank designated
pursuant to Section 3.1 or 3.12.

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

"Foreign Currency" means any currency issued by the government of one
or more countries other than the United States or by any recognized
confederation or association of such governments.

"Government Obligations" means securities which are (i) direct
obligations of the United States or, if specified as contemplated by Section
3.1, the government which issued the currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agent, or instrumentality of the United States or, if specified
as contemplated by Section 3.1, such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depositary 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 depositary receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depositary
receipt.

3
<PAGE> 8
"Holder" means, with respect to a Bearer Security or Coupon, a bearer
thereof and, with respect to a Registered Security, a person in whose name a
Security is registered on the Register.

"Indebtedness" of any Person means, without duplication, the principal
of, and premium, if any, and accrued and unpaid interest (including
post-petition interest, whether or not allowable as a claim in bankruptcy) on
any obligation, whether outstanding on the date hereof or thereafter created,
incurred or assumed, which is (i) indebtedness of such Person for money
borrowed, (ii) Indebtedness Guarantees by such Person of indebtedness for money
borrowed by any other Person, (iii) indebtedness evidenced by notes, debentures,
bonds or other instruments of indebtedness for payment of which such Person is
responsible or liable, (iv) obligations for the reimbursement of any obligor on
any letter of credit, bankers' acceptance or similar credit transaction, (v)
obligations under interest rate and currency swaps, caps, collars, options,
forward or spot contracts or similar arrangements or with respect to foreign
currency hedges, (vi) commitment and other bank financing fees under contractual
obligations associated with bank debt, (vii) any indebtedness representing the
deferred and unpaid purchase price of any property or business and (viii) all
deferrals, renewals, extensions and refundings of any such indebtedness or
obligations; provided, however, that Indebtedness shall not include amounts owed
to trade creditors in the ordinary course of business, nonrecourse indebtedness
secured by real property located outside the United States or operating lease
rental payments in the ordinary course of business.

"Indebtedness Guarantee" by any Person means any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment or performance thereof (or payment of the
damages in the event of nonperformance) or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the terms
Indebtedness Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. The term "Indebtedness Guarantee" used as a
verb has a corresponding meaning.

"Indenture" means this Indenture as originally executed or as amended
or supplemented from time to time and shall include the forms and terms (but not
defined terms established in an Officers' Certificate or a Board Resolution) of
particular series of Securities established as contemplated by Sections 2.1 and
3.1.

"Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

"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.

4
<PAGE> 9
Currency from which conversion is being made from major banks located in New
York City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent. Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, in
the event of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its
sole discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such currency or currency unit in question (which may include any such bank
acting as Trustee under this Indenture), or such other quotations as the
Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
currency or currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

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

"Officer" means the Chairman of the Board of Directors, the President,
any Vice President, the Secretary, the Treasurer or the Assistant Treasurer of
the Company.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President, any Vice President, the Secretary, the
Treasurer, or the Assistant Treasurer of the Company.

"Opinion of Counsel" means a written opinion of legal counsel, who may
be (a) the senior attorney employed by the Company, (b) Snell & Wilmer, L.L.P.,
or (c) other counsel designated by the Company and who shall be acceptable to
the Trustee.

"Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

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

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

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

(iii) Securities, except to the extent provided in Sections 4.4
and 4.5, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article 4; and

5
<PAGE> 10
(iv) Securities which have been paid pursuant to Section 3.6 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;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Officer's Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (w) above) of such Security, (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 3.1, and
(z) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee 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 such other obligor.

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

"Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Stated Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect thereto, and any other terms specified as contemplated by
Section 3.1 with respect thereto, are to be determined by the Company upon the
issuance of such Securities.

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

"Place of Payment", when used with respect to the Securities of or
within any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of, premium, if any, and interest on such Securities
are payable as specified as contemplated by Section 3.1.

6
<PAGE> 11
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 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.

"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, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture.

"Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1, which is registered as
to principal and interest in the Register.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the Trustee, shall
mean any assistant vice president, any senior trust officer, or any trust
officer, in the Corporate Trust Services Division of the Trustee, or any other
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such corporate trust matter is referred because of his knowledge
of and familiarity with the particular subject.

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

"Senior Indebtedness of the Company" means all Indebtedness of the
Company (other than the Securities and Indebtedness owing to any Subsidiary),
unless such Indebtedness by its terms or the terms of the instrument creating or
evidencing it, is subordinate in right of payment to or pari passu with the
Securities; provided, however, that Senior Indebtedness of the Company shall not
include any Indebtedness, Indebtedness Guarantee or other obligation of the
Company that is subordinate or junior in any respect to any other Indebtedness
of the Company.

"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 3.7.

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

"Subsidiary" means any corporation of which the Company at the time
owns or controls, directly or indirectly, more than 50% of the shares of
outstanding stock having general voting power under ordinary circumstances to
elect a majority of the Board of Directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency).

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in effect on the date of this Indenture, except as provided in
Section 8.3.

7
<PAGE> 12
"Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

"United States" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

"U.S. Person" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen, national or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States federal income taxation, regardless of its source.

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

(b) The following terms shall have the meanings specified in
the Sections referred to opposite such term below:

Term Section

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

8
<PAGE> 13
(b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

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

Section 1.3. 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.

Section 1.4. Acts of Holders.

9
<PAGE> 14
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 reasonable manner which the
Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is surrendered in exchange for a Registered Security or
(iv) such Bearer Security is no longer outstanding. The ownership of Bearer
Securities may also be proved in any other reasonable manner which the Trustee
deems sufficient.

(d) The ownership of Registered Securities shall be proved by
the Register or by a certificate of the Registrar.

Section 1.5. 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:

10
<PAGE> 15
(a) 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,
or

Section 1.7. 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 1.8. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

11
<PAGE> 16
Section 1.9. Separability. In case any provision of this
Indenture or 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 1.15. Liability Solely Corporate. No recourse shall be
had for the payment of the principal of (or premium, if any) or the interest on
any Securities or Coupons, if any, or any part thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, or against any stockholder, officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder, officer or director of any predecessor or successor corporation),
either directly or through the Company (or any such predecessor or successor
corporation), whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and Coupons, if
any, are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator, stockholder, officer
or director, past, present or future, of the Company (or any incorporator,
stockholder, officer or director of any such predecessor or successor
corporation), either directly or indirectly

12
<PAGE> 17
through the Company or any such predecessor or successor corporation, because of
the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or in
any of the Securities or Coupons, if any, or to be implied herefrom or
therefrom; and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of this Indenture and the issue of Securities; provided, however, that nothing
herein or in the Securities or Coupons, if any, contained shall be taken to
prevent recourse to and the enforcement of the liability, if any, of any
stockholder or subscriber to capital stock upon or in respect of the shares of
capital stock not fully paid.

ARTICLE 2

SECURITY FORMS

Section 2.1. Forms Generally. The Securities of each series and
the Coupons, if any, to be attached thereto shall be in substantially such form
(including global form) as shall be established by delivery to the Trustee of an
Officers' Certificate 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 and Coupons, if any, as evidenced by their
execution of the Securities and Coupons, if any. If temporary Securities of any
series are issued as permitted by Section 3.4, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and Coupons, if any, of any series are established by an Officers' Certificate,
such Officers' Certificate shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest Coupons attached.

Section 2.2. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication shall be in substantially the
following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of a series issued under the
within-mentioned Indenture.

Dated:

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
---------------------------------
Authorized Signatory

The provisions of the last paragraph of Section 3.3 shall
apply to any Security in global form if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Security in global
form together with written instructions (which need not comply with Section 1.2
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last paragraph of Section 3.3.

Notwithstanding the provisions of Sections 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

ARTICLE 3

THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.

(a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

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

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under
this Indenture (which limit shall not pertain to (i) 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 3.4, 3.5, 3.6, 8.6, or 10.7 and (ii) any Securities which,
pursuant to the last paragraph of Section 3.3., are deemed never to
have been authenticated and delivered hereunder);

(3) the date or dates on which or periods during which the
Securities of the series may be issued, and the date or dates (or the
method of determination thereof) on which the principal of (and
premium, if any, on) the Securities of such series are or may be
payable (which, if so provided in such

14
<PAGE> 19
Board Resolution or supplemental indenture, may be determined by the
Company from time to time and set forth in the Securities of the series
issued from time to time);

(5) the place or places where, subject to the provisions of
Section 9.2, the principal of, premium, if any, and interest, if any,
on Securities of the series shall be payable; the extent to which, or
the manner in which, any interest payable on any Security in global
form on an Interest Payment Date will be paid, if other than in the
manner provided in Section 3.7; and the manner in which any principal
of, or premium, if any, any Security in global form will be paid, if
other than as set forth elsewhere herein;

(6) the period or periods within which, or the date or dates
on which, the price or prices at which, the currency or currencies
(including currency units) in which, and the other terms and conditions
upon which, Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than as provided in
Section 10.3, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed)
are to be selected for redemption;

(10) if the payments of principal of, premium, if any, or
interest, if any, on the Securities of the series are to be made, at
the election of the Company or a Holder, in a currency or currencies
(including currency units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies
(including currency units) in which such payments are to be made, the
terms and conditions of such payments and the manner in which the
exchange rate with respect to such payments shall be determined, the
particular provisions applicable thereto in accordance with, in
addition to, or in lieu of the provisions of Section 3.11. and whether
the Securities of the series may be satisfied and discharged other than
as provided in Article 4;

(11) if the amount of payments of principal of, premium, if
any, and interest, if any, on the Securities of the series shall be
determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on a
currency or currencies

15
<PAGE> 20
(including currency units) other than that in which the Securities of
the series are denominated or designated to be payable), the index,
formula or other method by which such amounts shall be determined;

(12) if other than the principal amount thereof, the portion
of the principal amount of such Securities of the series which shall be
payable upon declaration of acceleration thereof pursuant to Section
5.2 or the method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the Person to
whom any interest on any Registered Security of the series shall be
payable, the manner in which, or the Person to whom, any interest on
any Bearer Securities of the series shall be payable, and the extent to
which, or the manner in which (including any certification requirement
and other terms and conditions under which), any interest payable on a
temporary, or permanent global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 2.3 and
Section 3.4, as applicable;

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

(15) any deletions from, modifications of or additions to the
Events of Default set forth in Section 5.1 or covenants of the Company
set forth in Article 9 pertaining to the Securities of the series;

(20) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

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

16
<PAGE> 21
(23) whether Securities of the series shall be issued in whole
or in part in temporary or permanent global form and if so, (i) the
initial Depositary for such global Securities and (ii) if other than as
provided in Section 3.4 or 3.5, as applicable, whether and the
circumstances under which beneficial owners of interests in any
Securities of the series in temporary or permanent global form may
exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination;

(25) if Bearer Securities of the series are to be issued, (x)
whether interest in respect of any portion of a temporary Security in
global form (representing all of the Outstanding Bearer Securities of
the series) payable in respect of any Interest Payment Date prior to
the exchange of such temporary Security for definitive Securities of
the series shall be paid to any clearing organization with respect to
the portion of such temporary Security held for its account and, in
such event, the terms and conditions (including any certification
requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date, and (y) the terms upon
which interests in such temporary Security in global form may be
exchanged for interests in a permanent Security in global form or for
definitive Securities of the series and the terms upon which interests
in a permanent Security in global form, if any, may be exchanged for
definitive Securities of the series;

(26) if other than as provided in Article 12, the terms and
conditions under which the Securities will be subordinated to the
Senior Indebtedness of the Company; and

(27) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture), including any
terms which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities
of the series.

17
<PAGE> 22
Section 3.2. Denominations. Unless otherwise provided as
contemplated by Section 3.1, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in denominations of $5,000 and
any integral multiple thereof.

Section 3.3. Execution, Authentication, Delivery and Dating.
Securities shall be executed on behalf of the Company by its Chairman or its
President and attested to by its Secretary. The Company's seal shall be affixed
to the Securities or a facsimile of such seal shall be engraved, printed, or
otherwise reproduced on the Securities. The signatures of such officers on the
Securities may be manual or facsimile. The Coupons, if any, of Bearer Securities
shall bear the facsimile signature of the Chairman or President and shall be
attested to by the Secretary of the Company.

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

18
<PAGE> 23
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 customary exceptions;

(d) in the event that the forms or terms of such Securities
and Coupons have been established in a supplemental indenture, the
execution and delivery of such supplemental indenture has been duly
authorized by all necessary corporate action of the Company, such
supplemental indenture has been duly executed and delivered bythe
Company and, assuming due authorization, execution and delivery by the
Trustee, is a valid and binding obligation enforceable against the
Company in accordance with its terms, subject to applicable
bankruptcy,insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law); and

(x) that the forms of such Securities have been, and the terms
of such Securities (when established in accordance with such procedures
as may be specified from time to time in a Company Order, all as
contemplated by and in accordance with a Board Resolution or an
Officers' Certificate pursuant to Section 3.1, as the case may be) will
have been, established in conformity with the provisions of this
Indenture; and

19
<PAGE> 24
Notwithstanding the provisions of Section 3.1 and of the two
preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 at or prior to the time
of the authentication of each Security of such series if such Officers'
Certificate is delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.1 that
the Securities of a series are to be issued in whole or in part in global form,
then the Company shall execute and the Trustee shall, in accordance with this
Section and the Company Order with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

No Security or Coupon appertaining thereto shall be entitled
to any benefits under this Indenture or be valid or obligatory for any purpose
until such Security is authenticated by the manual signature of one of the
authorized signatories of the Trustee or an Authenticating Agent. Such signature
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7. the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons for interest then matured have been detached and
cancelled.

20
<PAGE> 25
Except in the case of temporary Securities in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company will cause permanent
Securities of such series to be prepared without unreasonable delay. After
preparation of such permanent Securities, the temporary Securities shall be
exchangeable for such permanent Securities of like tenor upon surrender of the
temporary Securities of such series at the office or agency of the Company
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of permanent Securities of
the same series of authorized denominations and of like tenor; provided,
however, that no permanent Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that no permanent Bearer
Security shall be delivered in exchange for a temporary Bearer Security unless
the Trustee shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form approved in
the Officers' Certificate relating thereto and such delivery shall occur only
outside the United States. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as permanent Securities of such series except as otherwise specified
as contemplated by Section 3.1.

Section 3.5. Registration, Registration of Transfer and
Exchange.

Bearer Securities or any Coupons appertaining thereto shall be
transferable by delivery.

21
<PAGE> 26
amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 9.2, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case any Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the Coupon relating
to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon
shall be returned to the person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon, when due in accordance
with the provisions of this Indenture. The Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Security or Securities
which the Holder making the exchange is entitled to receive.

(d) If the Company shall establish pursuant to Section 3.1
that the Registered Securities of a series are to be issued in whole or in part
in the form of one or more Securities in global form, then the Company shall
execute and the Trustee shall, in accordance with Section 3.3 and the Company
Order with respect to such series, authenticate and deliver one or more
Securities in global form in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by one or
more Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or the nominee of such
depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this Security is exchanged in whole or in part for Securities in definitive
form."

22
<PAGE> 27
If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the issuer receives such notice or
becomes aware of such ineligibility, the Company's election pursuant to Section
3.1 shall no longer be effective with respect to the Securities of such series
and the Company shall execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange, in whole or in part, for
Securities of such series in certificated form on such terms as are acceptable
to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

All Securities issued upon any registration of transfer or
upon any 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.

23
<PAGE> 28
Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company,
the Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to those of the Company, the
Registrar and the Trustee requiring such written instrument of transfer duly
executed by the Holder thereof or his attorney duly authorized in writing.

The Company shall not be required (i) to issue, register the
transfer of, or exchange any Securities for a period beginning at the opening of
business 15 days before any selection for redemption of Securities of like tenor
and of the series of which such Security is a part and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of like tenor and of such
series to be redeemed; (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part; or (iii) to exchange
any Bearer Security so selected for redemption, except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

Section 3.6. Replacement Securities. If a mutilated Security
or a Security with a mutilated Coupon appertaining to it is surrendered to the
Trustee, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Registered Security, if such surrendered Security was a Registered
Security, or a replacement Bearer Security with Coupons corresponding to the
Coupons appertaining to the surrendered Security, if such surrendered Security
was a Bearer Security, of the same series and date of Maturity, if the Trustee's
requirements are met.

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
or Security with a destroyed, lost or stolen Coupon and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security or Coupon has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver in lieu
of any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen Coupon appertains (with all appurtenant
Coupons not destroyed, lost or stolen), a replacement Registered Security, if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security with Coupons corresponding to the Coupons appertaining to the
destroyed, lost or stolen Bearer Security or the Bearer Security to which such
lost, destroyed or stolen Coupons appertains, if such Holder's claim appertains
to a Bearer Security, of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding with Coupons corresponding to the Coupons, if any, appertaining to
the destroyed, lost or stolen Security.

24
<PAGE> 29
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.

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

Section 3.7. Payment of Interest; Interest Rights Preserved.

25
<PAGE> 30
(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall 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 (1) provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at his
address as it appears in the 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 (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
clause (2).

Section 3.8. Persons Deemed Owners. Prior to due presentment
of any Registered Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.7) interest on such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

26
<PAGE> 31
Holder, or upon his order, shall be valid, and, to the extent of the sum or sums
paid, effectual to satisfy and discharge the liability for moneys payable upon
such Security or Coupon.

None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, with respect to any Security in global form,
nothing herein shall prevent the Company or the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary (or its nominee), as a
Holder, with respect to such Security in global form or impair, as between such
Depositary and owners of beneficial interests in such Security in global form,
the operation of customary practices governing the exercise of the rights of
such Depositary (or its nominee) as Holder of such Security in global form.

Section 3.9. Cancellation. The Company at any time may deliver
to the Trustee for cancellation any Securities or Coupons 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 all Securities or
Coupons so delivered shall be promptly cancelled by the Trustee. The Registrar
and any Paying Agent shall forward to the Trustee any Securities and Coupons
surrendered to them for replacement, for registration of transfer, or for
exchange or payment. The Trustee shall cancel all Registered Securities and
matured Coupons surrendered for replacement, for registration of transfer, or
for exchange, payment, redemption or cancellation and may dispose of cancelled
Securities and Coupons and issue a certificate of destruction to the Company.
All Bearer Securities and unmatured Coupons so delivered shall be held by the
Trustee and, upon instruction by the Company Order, shall be cancelled or held
for reissuance. Bearer Securities and unmatured Coupons held for reissuance may
be reissued only in exchange for Bearer Securities of the same series and of
like Stated Maturity and with like terms and conditions pursuant to Section 3.5
or in replacement of mutilated, lost, stolen or destroyed Bearer Securities of
the same series and of like Stated Maturity and with like terms and conditions
or the related Coupons pursuant to Section 3.6. All Bearer Securities and
unmatured Coupons held by the Trustee pending such cancellation or reissuance
shall be deemed to be delivered for cancellation for all purposes of this
Indenture and the Securities. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation, except as expressly permitted in the terms of Securities for any
particular series or as permitted pursuant to the terms of this Indenture. All
cancelled Securities and Coupons held by the Trustee shall be delivered to the
Company upon Company Request. The acquisition of any Securities or Coupons by
the Company shall not operate as a redemption or satisfaction of the
indebtedness represented thereby unless and until such Securities or Coupons are
surrendered to the Trustee for cancellation. Permanent Securities in global form
shall not be destroyed until exchanged in full for definitive Securities or
until payment thereon is made in full.

The Company shall have the right to require a Holder, in
connection with the payment of the principal of, premium, if any, and interest,
if any, on any Security, to certify information to the Company, or, in the
absence of such certifications, the Company will be entitled to rely on any
legal presumption to enable the Company to determine its duties and liabilities,
if any, to deduct or withhold taxes, assessments or governmental charges for
such payment.

27
<PAGE> 32
Section 3.11. Currency and Manner of Payment in Respect of
Securities.

(b) It may be provided pursuant to Section 3.1, with respect
to Registered Securities of any series, that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of,
premium, if any, or interest, if any, on such Registered Securities in any of
the currencies or currency units which may be designated for such election by
delivering to the Trustee (or the applicable Paying Agent) a written election
with signature guarantees and in the applicable form established pursuant to
Section 3.1, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such currency or currency unit, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (or any
applicable Paying Agent) for such series of Registered Securities (but any such
change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date, and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article 4 or with respect to which a
notice of redemption has been given by the Company). Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.11(a). The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.

(c) If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on such
Registered Securities to be paid on such payment date, and specifying the
amounts in such currency or currencies or currency unit or units so payable in
respect of such Registered Securities as to which the Holders of Registered
Securities denominated it, any currency or currencies or currency unit or units
shall have elected to be paid in another currency or currency unit as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.1, on the second Business Day
preceding such payment date the Company will deliver to the Trustee (or the
applicable Paying Agent) an Exchange Rate Officer's Certificate in respect of
the Dollar, Foreign Currency or Currencies, ECU or other currency unit payments
to be made on such payment date. Unless otherwise specified pursuant to Section
3.1, the Dollar, Foreign Currency or Currencies, ECU or other currency unit
amount receivable by Holders of Registered Securities who have elected payment
in a currency or currency unit as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date")

28
<PAGE> 33
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign
Currency, ECU or any other currency unit in which any of the Securities are
denominated or payable otherwise than pursuant to an election provided for
pursuant to paragraph (b) above, then, with respect to each date for the payment
of principal of, premium, if any, and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, ECU or such other
currency unit occurring after the last date on which such Foreign Currency, ECU
or such other currency unit was used (the "Conversion Date"), the Dollar shall
be the currency of payment for use on each payment date (but such Foreign
Currency, ECU or such other currency unit that was previously the currency of
payment shall, at the Company's election, resume being the currency of payment
on the first such payment date preceded by 15 Business Days during which the
circumstances which gave rise to the Dollar becoming such currency no longer
prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any applicable Paying Agent and by
the Trustee or any applicable Paying Agent to the Holders of such Securities
with respect to such payment date shall be, in the case of a Foreign Currency
other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in
the case of a Foreign Currency that is a currency unit, the Dollar Equivalent of
the currency unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

(h) For purposes of this Section 3.11 the following terms
shall have the following meanings:

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

29
<PAGE> 34
"Election Date" shall mean the Regular Record Date for the
applicable series of Registered Securities as specified pursuant to Section 3.1
by which the written election referred to in Section 3.11(b) may be made.

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

30
<PAGE> 35
Section 3.12. Appointment and Resignation of Exchange Rate Agent.

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

31
<PAGE> 36
for, as the case may be) any excess of the amount actually realized upon any
such conversion over the amount due and payable on the date of payment or
distribution.

ARTICLE 4

SATISFACTION, DISCHARGE AND DEFEASANCE

(a) either

(2) all Securities of such series and, in the case of (i) or
(ii) below, any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

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

(iii) if redeemable at the option of the Company, are
to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense of
the Company, and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose an amount in the currency or currencies or currency
unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such Coupons not
theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest, with respect
thereto, 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;

(b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

32
<PAGE> 37
(c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture as to such series have been complied with.

Section 4.2. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it in
accordance with the provisions of the Securities, the Coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and any interest for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

Section 4.3 Applicability of Defeasance Provisions; Company's
Option to Effect Defeasance or Covenant Defeasance. If pursuant to Section 3.1
provision is made for either or both of (i) defeasance of the Securities of or
within a series under Section 4.4 or (ii) covenant defeasance of the Securities
of or within a series under Section 4.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities, shall be applicable to
such Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution at any time, with respect to such Securities and any
Coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

Section 4.4. Defeasance and Discharge. Upon the Company's
exercise of the option specified in Section 4.3 applicable to this Section with
respect to the Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Securities and
any Coupons appertaining thereto on the date the conditions set forth in Section
4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any Coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any Coupons appertaining thereto and this Indenture insofar as
such Securities and any Coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any Coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any Coupons appertaining thereto when such
payments are due; (ii) the Company's obligations with respect to such Securities
under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16); (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and (iv) this Article 4. Subject to
compliance with this

33
<PAGE> 38
Article 4, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 4.5 with respect
to such Securities and any Coupons appertaining thereto. Following a defeasance,
payment of such Securities may not be accelerated because of an Event of
Default.

Section 4.5. Covenant Defeasance. Upon the Company's exercise
of the option specified in Section 4.3 applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4 and 9.5, and, if specified pursuant to
Section 3.1, its obligations under any other covenant, with respect to such
Securities and any Coupons appertaining thereto on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any Coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 7.1, 9.4 and 9.5, or such other covenant,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Securities and any Coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3) or 5.1(6) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
Coupons appertaining thereto shall be unaffected thereby.

34
<PAGE> 39
(c) No Default or Event of Default under Section 5.1(4) or
5.1(5) with respect to such Securities and any Coupons appertaining thereto
shall have occurred and be continuing during the period commencing on the date
of such deposit and ending on the 91st day after such date, it being understood
that this condition shall not be deemed satisfied until the expiration of such
period.

(e) In the case of an election under Section 4.5, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

(g) Such defeasance or covenant defeasance shall be effected
in compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith as contemplated by
Section 3.1.

35
<PAGE> 40
and interest, if any, on such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except in the case of a Conversion
Event with respect to such currency or currency unit which is in effect (as
nearly as feasible) at the time of the Conversion Event.

Section 4.8. Transfers and Distributions at Company Request.
To the extent permitted by the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 76, as amended or interpreted by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent permitted by the Commission, the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request:

(a) Retransfer, reassign and deliver to the Company any
securities deposited with the Trustee pursuant to Section 4.6(a), provided that
the Company shall in substitution therefor, simultaneously transfer, assign and
deliver to the Trustee other Government Obligations appropriate to satisfy the
Company's obligations in respect of the relevant Securities; and

The Trustee shall not take the actions described in
subsections (a) and (b) of this Section 4.8 unless it shall have first received
a written report of Price Waterhouse L.L.P. or another nationally recognized
independent public accounting firm (i) expressing their opinion that the
contemplated action is permitted by Standard No. 76 or the Commission, for
transactions accounted for as extinguishment of debt under the circumstances
described in paragraph 3.c of Standard No. 76 or any successor provision and
(ii) verifying the accuracy, after giving effect to such action or actions, of
the computations which demonstrate that the amounts remaining to be earned on
the Government Obligations deposited with the Trustee pursuant to Section 4.6(a)
will be sufficient for purposes of Section 4.6(a).

ARTICLE 5

DEFAULTS AND REMEDIES

36
<PAGE> 41
(a) the Company defaults in the payment of interest on any
Security of that series or any Coupon appertaining thereto or any
additional amount payable with respect to any Security of that series
as specified pursuant to Section 3.1(b)(16) when the same becomes due
and payable and such default continues for a period of 30 days;

(c) the Company defaults in the performance of, or breaches,
any covenant or warranty of the Company in this Indenture with respect
to any Security of that series (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and such default or breach continues
for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

(e) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (A) is for relief against the
Company in an involuntary case, (B) appoints a Custodian of the Company
for all or substantially all of its property, or (C) orders the
liquidation of the Company; and the order or decree remains unstayed
and in effect for 90 days; or

(f) any other Event of Default provided as contemplated by
Section 3.1 with respect to Securities of that series.

37
<PAGE> 42
The term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If an
Event of Default with respect to the Securities of any series at the time
Outstanding occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of all of the outstanding Securities of that
series, by written notice to the Company (and, if given by the Holders, to the
Trustee), may declare the principal (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable and upon any such declaration
such principal (or, in the case of Original Issue Discount Securities or Indexed
Securities, such specified amount) shall be immediately due and payable except
that no such declaration shall be required upon the occurrence of an Event of
Default specified in Section 5.1(3) or 5.1(4) hereof.

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 aggregate
principal amount of the outstanding Securities of that series, by written notice
to the Trustee, may rescind and annul such declaration and its consequences if
all existing Defaults and 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 5.7. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

(a) default is made in the payment of any interest on any
Security or Coupon, if any, when such interest becomes due and payable
and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof, or

(c) default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due
pursuant to the terms of the Securities of any series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or Coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium , if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities or Coupons, if any, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amount forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and Coupons, if
any, and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Securities and Coupons, if any, wherever situated.

38
<PAGE> 43
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.

(i) to file and prove a claim for the whole amount of
principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be due
and payable with respect to such series pursuant to a declaration in
accordance with Section 5.2) (and premium, if any) and interest owing
and unpaid in respect of the Securities and any Coupons of such series
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders of
such Securities and any Coupons allowed in such judicial proceeding,
and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

Section 5.5. 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 or any Coupons in respect of
which such judgment has been recovered.

Section 5.6. Delay or Omission Not Waiver. No delay or
omission by the Trustee or any Holder of any Securities to exercise any right or
remedy accruing upon an Event of Default shall impair any such right or remedy
or constitute a waiver of or acquiescence in any such Event of Default. Every
right and remedy given by this Indenture 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.

39
<PAGE> 44
Section 5.7. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of Outstanding Securities of any
series by notice to the Trustee may waive on behalf of the Holders of all
Securities of such series a past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on any Security of
such series or any Coupon appertaining thereto or (ii) in respect of a covenant
or provision hereof which pursuant to Section 8.2 cannot be amended or modified
without the consent of the Holder of each outstanding Security of such series
adversely affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 5.8. Control by Majority. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected (with each such series voting as a class) 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 it with
respect to Securities of that series; provided, however, that (i) the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
(ii) subject to Section 6.1, the Trustee may refuse to follow any direction that
is unduly prejudicial to the rights of the Holders of Securities of such series
not consenting, or that would in the good faith judgment of the Trustee have a
substantial likelihood of involving the Trustee in personal liability and (iii)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

(a) the Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities
of that series;

(d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceedings; and

40
<PAGE> 45
Section 5.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
9.2, the right of any Holder of a Security or Coupon to receive payment of
principal of, premium, if any, and, subject to Sections 3.5 and 3.7, interest on
the Security, on or after the respective due dates expressed in the Security
(or, in case of redemption, on the redemption dates) and the right of any Holder
of a Coupon to receive payment of interest due as provided in such Coupon or,
subject to Section 5.9, to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

First: to the Trustee for amounts due under Section 6.9;

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

Third: to the Person or Persons entitled thereto.

Section 5.15. 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

41
<PAGE> 46
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 6

THE TRUSTEE

Section 6.2. Rights of Trustee. Subject to the provisions of
the Trust Indenture Act:

(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.

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

42
<PAGE> 47
(h) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

Section 6.3. Trustee May Hold Securities. The Trustee, any
Paying Agent, any Registrar or any other agent of the Company in its individual
or any other capacity, may become the owner or pledgee of Securities and Coupons
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company or an Affiliate or Subsidiary with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or
such other agent.

Section 6.5. Trustee's Disclaimer. The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representation as to the validity or adequacy of this Indenture, the Securities,
or any Coupon. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities or for monies paid over to the Company pursuant to
the Indenture.

Section 6.7. Reports by Trustee to Holders.

Section 6.8 Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession of the Registrar, the Company or any of its Paying
Agents other than the Trustee

43
<PAGE> 48
as to the names and addresses of Holders of Securities of each such series. If
there are Bearer Securities of any series outstanding, even if the Trustee is
the Registrar, the Company shall furnish to the Trustee such a list containing
such information with respect to Holders of such Bearer Securities only.

Section 6.9. Compensation and Indemnity.

(a) The Company shall pay to the Trustee from time to time
such compensation as shall be agreed between the Company and the Trustee for all
services rendered by it hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it in connection with the performance of its duties under
this Indenture, except any such expense as may be attributable to its negligence
or bad faith. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold it
harmless against, any loss, liability or expense incurred by it without
negligence or bad faith on its part arising out of or in connection with its
acceptance or administration of the trust or trusts hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

(c) The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

(f) The provisions of this Section shall survive the
termination of this Indenture.

Section 6.10. Replacement of Trustee.

44
<PAGE> 49
(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of the
Trust Indenture Act 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
310(a) of the Trust Indenture Act and shall fail to resign after
written request therefor by the Company or by any Holder of a Security
who has been a bona fide Holder of a Security for at least six months;
or

(3) the Trustee becomes incapable of acting, is adjudged a
bankrupt or an insolvent or a receiver or public officer takes charge
of the Trustee or its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case,
(i) the Company may remove the Trustee with respect to all Securities,
or (ii) subject to Section 315(e) of the Trust Indenture Act, any
Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all other 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 resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor Trustee 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 6.11. 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
6.11, 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 6.11, the resigning or retiring Trustee, or 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.

Section 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
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.

45
<PAGE> 50
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, (ii) 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 (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

Section 6.12. Eligibility; Disqualification. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital
and surplus of at least $75,000,000 (or having a combined capital and surplus in
excess of $50,000,000 and the obligations of which, whether now in existence or
hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any State or
Territory thereof or of the District of Columbia and having a combined capital
and surplus of at least $75,000,000). If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. If the Trustee has or shall acquire any conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall comply with the
relevant provisions thereof.

Section 6.13. 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

46
<PAGE> 51
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 6.14. 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, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled, to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus as set forth of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution, or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

47
<PAGE> 52
This is one of the Securities of a series issued under the
within-mentioned Indenture.

Dated:

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By:
---------------------------------
as Authenticating Agent

By:
---------------------------------
Authorized Signatory

Sections 6.2. 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

Section 6.15. Trustee's Application for Instructions from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action shall
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
fifteen Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

ARTICLE 7

CONSOLIDATION, MERGER OR SALE
BY THE COMPANY

48
<PAGE> 53
(including, without limitation, any indebtedness directly or indirectly incurred
or anticipated to be incurred in connection with or in respect of such
transaction), no Default or Event of Default shall have occurred and be
continuing and (iii) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such merger or
consolidation, or such sale, conveyance, transfer, lease or other disposition,
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with. In the event of the
assumption by a successor corporation of the obligations of the Company as
provided in clause (i)(B) of the immediately preceding sentence, such successor
corporation shall succeed to and be substituted for the Company hereunder and
under the Securities and any Coupons appertaining thereto and all such
obligations of the Company shall terminate.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1 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 indentures supplemental hereto, in form reasonably satisfactory to the
Trustee, for any of the following purposes:

(a) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(b) 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

(d) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to facilitate the
issuance of Bearer Securities (including, without limitation, to
provide that Bearer Securities may be registrable as to principal only)
or to facilitate the issuance of Securities in global form, provided
that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related Coupons in any
material respect; or

(f) to secure the Securities; or

(g) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1; or

49
<PAGE> 54
(i) if allowed without penalty under applicable laws and
regulations, to permit payment in the United States (including any of
the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction of principal,
premium, if any, or interest, if any, on Bearer Securities or Coupons,
if any; or

(a) 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 5.2, or change the coin or currency in which any
Securities or any premium or the 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 adversely affect the right to convert
any Security as may be provided pursuant to Section 3.1 herein or
modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holder;

(c) change any obligation of the Company to maintain an office
or agency in the places and for the purposes specified in Section 9.2;
or

50
<PAGE> 55
A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture, which has expressly been included
solely for the benefit of one or more particular series of Securities, or that
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

Section 8.3. Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall comply with the
requirements of the Trust Indenture Act as then in effect.

Section 8.6. Reference in Securities to Supplemental
Indentures. Securities, including any Coupons, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities including any
Coupons 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 including any Coupons of such series.

ARTICLE 9

COVENANTS

Section 9.1 Payment of Principal, Premium, if Any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of,
premium, if any, and interest on the Securities of that series in accordance
with the terms of the Securities of such series, any Coupons appertaining
thereto and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment. Unless
otherwise specified as contemplated by Section 3.1 with respect to any series of
Securities or except as otherwise provided in Section 3.7, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several Coupons for such interest installments as are
evidenced thereby as they severally mature. If so provided in the terms of any
series of Securities established as provided in Section 3.1, the interest, if
any, due in respect of any temporary Security in global form or permanent
Security in global form, together with any additional

51
<PAGE> 56
amounts payable in respect thereof, as provided in the terms and conditions of
such Security, shall be payable only upon presentation of such Security to the
Trustee for notation thereon of the payment of such interest.

Unless otherwise specified as contemplated by Section 3.1, the
Trustee shall initially serve as Paying Agent.

52
<PAGE> 57
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal, premium, if any, 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 in writing of its action or
failure so to act.

(a) hold all sums held by it for the payment of the principal
of premium, if any, or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;

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

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.

53
<PAGE> 58
Section 9.6. Reports by the Company. The Company covenants:

(a) to file with the Trustee, within 30 days after the Company
is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which it may be
required to file with the Commission pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934, as amended; or, if it is
not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
section 13 of the Securities Exchange Act of 1934, as amended, in
respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations;

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

(c) to transmit to all Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be
filed by it pursuant to subsections (a) and (b) of this Section 9.6, as
may be required by rules and regulations prescribed from time to time
by the Commission.

ARTICLE 10

REDEMPTION

54
<PAGE> 59
the Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

Section 10.3. Selection of Securities to be Redeemed. Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
(including Coupons, if any) of a series with the same original issue date,
interest rate and Stated Maturity are to be redeemed, the Trustee, not more than
45 days prior to the redemption date, shall select the Securities of the series
to be redeemed in such manner as the Trustee shall deem fair and appropriate.
The Trustee shall make the selection from Securities of the series that are
Outstanding and that have not previously been called for redemption and may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities, including Coupons, if any, of that
series or any integral multiple thereof) of the principal amount of Securities,
including Coupons, if any, of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

Section 10.4. Notice of Redemption. Unless otherwise specified
as contemplated by Section 3.1, notice of redemption shall be given in the
manner provided in Section 1.6 not less than 30 days nor more than 60 days prior
to the Redemption Date to the Holders of the Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(6) that Securities of the series called for redemption and
all unmatured Coupons, if any, appertaining thereto must be surrendered
to the Paying Agent to collect the redemption price;

55
<PAGE> 60
(8) that the redemption is for a sinking fund, if
such is the case;

(9) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all Coupons maturing
subsequent to the Redemption Date or the amount of any such
missing Coupon or Coupons will be deducted from the Redemption
Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished; and

(10) CUSIP number (if any).

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

Section 10.5. Deposit of Redemption Price. On or prior to
12:00 noon New York City time on 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 9.3) an amount
of money in the currency or currencies (including currency units or composite
currencies) in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
the Redemption Date shall be an Interest Payment Date) interest accrued to the
Redemption Date on, all Securities or portions thereof which are to be redeemed
on that date.

56
<PAGE> 61
to receive the amount so deducted; provided, however, that interest represented
by Coupons shall be payable only at an office or agency located outside of the
United States (except as otherwise provided pursuant to Section 9.2) and, unless
otherwise specified as contemplated by Section 3.1, only upon presentation and
surrender of those Coupons.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

ARTICLE 11

SINKING FUNDS

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." 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 11.2. Each sinking fund payment shall to be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

57
<PAGE> 62
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 10.4. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 10.6 and 10.7.

ARTICLE 12

SUBORDINATION OF SECURITIES

Section 12.1 Securities Subordinated to Senior Indebtedness.

(a) The Company agrees, and each Holder of the Securities by
acceptance thereof likewise agrees, that the payment of the principal of,
premium, if any, and interest on the Securities is subordinated, to the extent
and in the manner provided in this Article 12, to the prior payment in full of
all Senior Indebtedness of the Company.

(b) All provisions of this Article 12 shall be subject to
Section 12.14.

Section 12.2 Company Not to Make Payments with Respect to
Securities in Certain Circumstances.

(a) Upon the maturity of any Senior Indebtedness of the
Company by lapse of time, acceleration or otherwise, all obligations with
respect thereto shall first be paid in full, or such payment duly provided for
in cash or in a manner satisfactory to the holders of such Senior Indebtedness,
before any payment is made on account of the principal of, premium, if any, or
interest on the Securities or to redeem, retire, purchase, deposit moneys for
the defeasance of or acquire any of the Securities.

(b) Upon the happening of (i) any default in payment of any
Senior Indebtedness of the Company when due (following the expiration of any
applicable grace period) or (ii) any other default on Senior Indebtedness of the
Company and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms, then, unless (w) such default relates to Senior
Indebtedness of the Company in an aggregate amount equal to or less than $20
million, (x) such default shall have been cured or waived or shall have ceased
to exist, (y) any such acceleration has been rescinded, or (z) such Senior
Indebtedness has been paid in full, no direct or indirect payment in cash,
property or securities, by set-off or otherwise (except payment of the
Securities from funds previously deposited in accordance with Section 4.1 at any
time such deposit was not prohibited by this Indenture), shall be made or agreed
to be made by the Company on account of the principal of or premium, if any, or
interest on the Securities, or in inspect of any redemption, retirement,
purchase, deposit of moneys for the defeasance or other acquisition of any of
the Securities and the Company shall not deposit money for any such payment or
distribution with the Trustee or any Paying Agent nor shall the Company (if the
Company is acting as its own Paying Agent) segregate and hold in trust money for
any such payment or distribution.

(c) In the event that, notwithstanding the provisions of
Section 12.2(a) or 12.2(b), the Trustee or the Holder of any Security shall have
received any payment on account of the principal of or premium, if any, or
interest on the Securities in contravention of Section 12.2(a) or 12.2(b) or
after the happening of a default in payment of any Senior Indebtedness of the
Company or any acceleration of the maturity of any Senior Indebtedness of the
Company, then, in either such case, except in the case of any such default which
shall have been cured or waived or shall have ceased to exist, such payment
(subject to the provisions of Sections 12.6 and 12.7) shall be held for the
benefit of, and shall be paid over and delivered to, the holders of such Senior
Indebtedness of the Company (pro rata as to each of such holders on the basis of
the respective amounts of Senior Indebtedness of the Company held by them), or
their representative or the trustee under the indenture or other agreement (if
any) pursuant to which Senior Indebtedness of the Company may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Indebtedness of the Company remaining unpaid to the extent necessary to
pay all Senior Indebtedness of the

58
<PAGE> 63
Company in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness
of the Company.

(d) Nothing in this Article 12 shall prevent or delay the
Trustee or the holders of the Securities from taking any action in connection
with the acceleration of the maturity of the Securities pursuant to Section 5.2
upon the occurrence of an Event of Default.

Section 12.3 Securities Subordinated to Prior Payment of All
Senior Indebtedness on Dissolution, Liquidation or Reorganization of the
Company. Upon the distribution of assets of the Company in any dissolution,
winding up, liquidation (total or partial) 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):

(a) the holders of all Senior Indebtedness of the Company
shall first be entitled to receive payment in full of all Senior Indebtedness
(or to have such payment duly provided for in a manner satisfactory to them) in
cash or in a manner satisfactory to the holders of Senior Indebtedness of the
Company before the Holders of the Securities are entitled to receive any payment
on account of the principal of, premium, if any, or interest on the Securities;

(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 readjusted or securities of the
Company or any other company, trust or corporation provided for by a plan of
reorganization or readjustment, the payment of which is junior or otherwise
subordinate, at least to the extent provided in this Article 12 with respect to
the Securities, to the payment of all Senior Indebtedness of the Company at the
time outstanding and to the payment of all securities issued in exchange
therefor to the holders of the Senior Indebtedness of the Company at the time
outstanding), to which the Holders of the Securities or the Trustee on behalf of
the Holders of the Securities would be entitled except for the provisions of
this Article 12, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution directly to the holders of the Senior
Indebtedness of the Company or their representatives or to the trustee under any
indenture under which such Senior Indebtedness may have been issued (pro rata as
to each such holder, representative or trustee on the basis of respective
amounts of unpaid Senior Indebtedness held or represented by each), to the
extent necessary to make payment in fall of all Senior Indebtedness of the
Company remaining unpaid, after giving effect to any concurrent payment if
distribution or provision therefor to the holders of such Senior Indebtedness;
and

(c) in the event that notwithstanding the foregoing provisions
of this Section 12.3, 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 readjusted or securities of the
Company or any other company, trust or corporation provided for by a plan of
reorganization or readjustment, the payment of which is junior or otherwise
subordinate, at least to the extent provided in this Article 12 with respect to
the Securities, to the payment of all Senior Indebtedness of the Company at the
time outstanding and to the payment of all securities issued in exchange
therefor to the holders of the Senior Indebtedness of the Company at the time
outstanding), shall be received by the Trustee or the Holders of the Securities
on account of principal of, premium, if any, or interest on the Securities
before all Senior Indebtedness of the Company is paid in full in cash or in a
manner satisfactory to the holders of such Senior Indebtedness in accordance
with its terms, or effective provision made for its payment, such payment or
distribution (subject to the provisions of Sections 12.6 and 12.7) shall be
received and held for the benefit of and paid over to the holders of the Senior
Indebtedness of the Company remaining unpaid or unprovided for or their
representative, or to the trustee under any indenture under which such Senior
Indebtedness of the Company may have been issued (pro rata as provided in
paragraph (2) above), for application to the payment of such Senior Indebtedness
of the Company to the extent necessary to pay all such Senior Indebtedness of
the Company in full in cash or in a manner satisfactory to the holders of Senior
Indebtedness of the Company in accordance with its terms, after giving

59
<PAGE> 64
effect to any concurrent payment or distribution or provision therefor to the
holders of such Senior Indebtedness of the Company.

The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company, or
any assignment for the benefit of the Company's creditors, tending toward the
liquidation of be business and assets of the Company.

Section 12.4 Holders to be Subrogated to Rights of Holders of
Senior Indebtedness. Upon the payment in full of all Senior Indebtedness of the
Company in cash or in a manner satisfactory to the holders of such Senior
Indebtedness, the Holders of the Securities shall be subrogated equally and
ratably to the rights of the holders of Senior Indebtedness of the Company to
receive payments or distributions of assets of the Company applicable to the
Senior Indebtedness of the Company until all amounts owing on the Securities
shall be paid in full, and for the purpose of such subrogation no payments or
distributions to the holders of Senior Indebtedness of the Company by or on
behalf of the Company or by or on behalf of Holders of the Securities by virtue
of this Article 12 which otherwise would have been made to the Holders of the
Securities shall, as between the Company and the Holders of the Securities, be
deemed to be payment by the Company to or on account of Senior Indebtedness of
the Company, it being understood that the provisions of this Article 12 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 of
the Company, on the other hand.

Section 12.5 Obligation of the Company Unconditional. Nothing
contained in this Article 12 or elsewhere in this Indenture or in any Security
is intended to or shall impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of
(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 of the Company nor,
except as expressly provided in this Article 12, shall anything herein or in the
Securities prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 12 of the holders
of Senior Indebtedness of the Company, in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any distribution of assets of the Company referred to in this Article 12, the
Trustee, subject to the provisions of Section 6.1, and the Holders of the
Securities shall be entitled to rely upon any order or decree by any court of
competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other person making any distribution to the Trustee or the
Holders of the Securities, for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of Senior Indebtedness of the
Company 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 12.

Nothing contained in this Article 12 or elsewhere in this
Indenture or in any Security is intended to or shall affect obligations of the
Company to make, or prevent the Company from making, at any time except during
the pendency of any dissolution, winding up, liquidation (total or partial) or
similar proceeding, and except during the continuance of any event specified in
Section 12.2 (not cured or waived), payments at any time of the principal of (or
premium, if any) or interest on the securities.

Section 12.6 Knowledge of Trustee. Notwithstanding any
provision of this Indenture, the Trustee shall not at any time 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 until a Responsible Officer of the
Trustee on behalf of the Trustee shall have received at the Corporate Trust
Office of the Trustee written notice thereof from the Company, any Holder, or
the holder or representative of any class of Senior Indebtedness of the Company
identifying the specific sections of this Indenture involved and describing in
detail the facts that would obligate the Trustee to withhold payments to Holders
of Securities, and prior to such time, the Trustee, subject to the

60
<PAGE> 65
provisions of Section 6.1, shall be entitled in all respects conclusively to
assume that no such facts exist. The Trustee shall be entitled to rely on the
delivery to it of a written notice by an individual representing himself to be a
holder of Senior Indebtedness of the Company (or a trustee on behalf of such
holder) to establish that such notice has been given by a holder of any such
Senior Indebtedness or a trustee on behalf of any such holder.

In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as a holder
of Senior Indebtedness of the Company to participate in any payment or
distribution pursuant to this Article, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness of the Company held by such person, the extent to which
such person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

Section 12.7 Application by Trustee of Moneys Deposited with
It. If prior to the date on which by the terms of this Indenture any moneys
deposited with the Trustee or any Paying Agent (other than the Company or a
Subsidiary) may become payable for any purpose (including, without limitation,
the payment of the principal of, premium, if any, or interest on any Security)
the Trustee shall not have received with respect to such moneys the notice
provided for in Section 12.6, then the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary which
may be received by it on or after such date. This Section 12.7 shall be
construed solely for the benefit of the Trustee and Paying Agent and shall not
otherwise affect the rights of holders of such Senior Indebtedness.

Section 12.8 Subordination Rights Not Impaired by Acts or
Omissions of Company or Holders of Senior Indebtedness. No right or any present
or future holders of any Senior Indebtedness of the Company to enforce
subordination as provided herein 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 by any such holder, or by any noncompliance by the Company
with the terms of this Indenture, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

Section 12.9 Holders Authorize Trustee of Effectuate
Subordination of Securities. Each Holder of the Securities by his acceptance
thereof authorizes and expressly directs the Trustee on his behalf to take such
action as may be necessary or appropriate in the discretion of the Trustee to
effectuate the subordination provided in this Article 12 and appoints the
Trustee his attorney in-fact for such purpose, including, without limitation, in
the event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Company, the timely filing of a
claim for the unpaid balance of its or his Securities in the form required by
said proceedings. If the Trustee does not file a proper claim or proof of debt
in the form required by such proceedings before the expiration of the time to
file such claim or claims, then the holders of Senior Indebtedness of the
Company are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Securities.

Section 12.10 Right of Trustee to Hold Senior Indebtedness.
The Trustee shall be entitled to all of the rights set forth in this Article 12
in respect of any Senior Indebtedness of the Company at any time held by it to
the same extent as any other holder of such Senior Indebtedness of the Company,
and nothing in this Indenture shall be construed to deprive the Trustee of any
of its rights as such holder. With respect to the holders of Senior Indebtedness
of the Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically so forth in this Article 12, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness of the Company shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior

61
<PAGE> 66
Indebtedness of the Company, and the Trustee shall not be liable to any holder
of Senior Indebtedness of the Company if it shall mistakenly pay over or deliver
to Holders of Securities, the Company or any other Person monies or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article 12 or otherwise.

Section 12.11 Article 12 Not to Prevent Events of Default .
The failure to make payment on account of principal or interest by reason of any
provision in this Article 12 shall not be construed as preventing the occurrence
of an Event of Default under Section 5.1.

Section 12.12 Paying Agents Other Than the Trustee. In case at
any time any Paying Agent (including, without limitation, the Company or any
Subsidiary) other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee"' as used in this Article 12 shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent (except the Company and its
Subsidiaries in the case of Sections 12.6 and 12.7) within its meaning as fully
for all intents and purposes as if such Paying Agent were named in this Article
12 in addition to or in place of the Trustee.

Section 12.13 Trustee's Compensation Not Prejudiced. Nothing
in this Article 12 shall apply to amounts due to the Trustee pursuant to Section
6.9.

Section 12.14 Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money held in trust
under Article 4 by the Trustee for the payment of principal of, premium, if any,
and interest on the Securities shall not be subordinated to the prior payment of
any Senior Indebtedness of the Company or subject to the restrictions set forth
in this Article 12 and none of the Holders shall be obligated to pay over any
such amount to the Company or any holder of Senior Indebtedness of the Company
or any other creditor of the Company.

This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one instrument.

AMERCO

By
--------------------------------
Title:

Attest:

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

THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

By
--------------------------------
Title:

Attest:

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

62
<PAGE> 67
Reconciliation and tie between Indenture, dated as of July 1, 1995, and the
Trust Indenture act of 1939, as amended.

<TABLE>
<CAPTION>
Trust Indenture Act
of 1939 Section Indenture Section
- ------------------- -----------------

<S> <C>
310 (a)(1) 6.12
(a)(2) 6.12
(a)(3) TIA
(a)(4) Not Applicable
(a)(5) TIA
(b) 6.10; 6.12; TIA

311 (a) TIA
(b) TIA
(c) Not Applicable

312 (a) 6.8
(b) TIA
(c) TIA

313 (a) 6.7; TIA
(b) TIA
(c) TIA

314 (a) 9.6; 9.7; TIA
(b) Not Applicable
(c)(1) 1.2
(c)(2) 1.2
(c)(3) Not Applicable
(d) Not Applicable
(e) TIA
(f) TIA

315 (a) TIA
(b) 6.6
(c) TIA
(d)(1) TIA
(d)(2) TIA
(d)(3) TIA
(e) TIA

316 (a)(last sentence) 1.1
(a)(1)(A) 5.2; 5.8
(a)(1)(B) 5.7
(b) 5.9; 5.10
(c) TIA

317 (a)(1) 5.3
(a)(2) 5.4
(b) 9.3

318 (a) 1.11
(b) TIA
(c) 1.11; TIA
</TABLE>

This reconciliation and the section does not constitute part of the Indenture.

<PAGE> 1
EXHIBIT 5

[LETTERHEAD LIONEL SAWYER & COLLINS]

April 15, 1996

AMERCO
1325 Airmotive Way, Suite 100
Reno, NV 89502-3239

Re: Registration Statement on Form S-3

Gentlemen:

At your request, we have examined the Registration Statement on Form
S-3 Registration No. 333-1195 ("Registration Statement") relating to the
registration and sale from time to time by you of up to an aggregate of
$500,000,000 of: (i) Common Stock, par value $0.25 per share ("Common Stock");
(ii) Series B Common Stock, par value $0.25 per share ("Series B Common Stock");
(iii) Preferred Stock ("Preferred Stock"); (iv) debt securities ("Debt
Securities"); (v) convertible debt securities ("Convertible Debt Securities"),
which may be senior debt securities or subordinated debt securities, consisting
of debentures, notes and/or other evidences of indebtedness representing
unsecured obligations of the Company convertible into other securities of the
Company; and (vi) warrants to acquire Common Stock or Series B Common Stock of
the Company ("Warrants"), in amounts, at prices, and on terms to be determined
at the time of offering. The Common Stock, Series B Common Stock, Preferred
Stock, Debt Securities, Convertible Debt Securities, and Warrants shall be
collectively referred to as the "Securities". Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.

In connection with this opinion, we have examined:

a. the Registration Statement;

b. the Articles of Incorporation of AMERCO, as amended,
certified by the Nevada Secretary of State; and

c. the Bylaws of AMERCO certified by the Secretary of
AMERCO.
<PAGE> 2
[LETTERHEAD OF LIONEL SAWYER & COLLINS]
AMERCO
April 15, 1996
Page 2

We have assumed the disclosure to the Board of Directors of AMERCO of
the possible interest of certain directors of AMERCO in the issuance of the
Securities, the notation thereof in the minutes and the authorization of the
Securities by a vote of the Board of Directors of AMERCO sufficient for the
purpose without counting the vote of the interested directors. We assume that
the issuance of the Securities is fair to AMERCO at the time of issuance.

We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all copies of all documents submitted
to us. We have relied upon the certificates of all public officials and
corporate officers with respect to the accuracy of all matters contained
therein.

We further assume the following:

a. The Registration Statement being declared effective
under the Securities Act of 1933, as amended;

b. The due authorization of any resolutions of the
Board of Directors of AMERCO by which the Common Stock is to be
issued;

c. The due adoption of the Certificate of Designations
authorizing the issuance of the shares of Series B Common Stock by the
appropriate members of the Board of Directors of AMERCO and the filing thereof
with the Nevada Secretary of State as required by Nevada law;

d. The due adoption of the Certificate of Designations
authorizing the issuance of the shares of Preferred Stock by the
appropriate members of the Board of Directors of AMERCO and the
filing thereof with the Nevada Secretary of State as required by
Nevada law;

e. The due authorization by the appropriate members of
the Board of Directors of AMERCO and the subsequent execution and delivery of
the agreements or indentures pursuant to which the Debt Securities or
Convertible Debt Securities are to be issued, and the authentication of any such
agreements or indentures under the Trust Indenture Act of 1939, as amended, if
required;

f. The due authorization by the appropriate members of
the Board of Directors of AMERCO and the subsequent execution and
delivery of the Warrant Agreement pursuant to which the Warrants
are to be issued;

g. The due execution, registration and delivery of the
certificate or certificates evidencing the Securities; and

h. The securities being established, issued and sold
<PAGE> 3
[LETTERHEAD OF LIONEL SAWYER & COLLINS]
AMERCO
April 15, 1996
Page 3

in the manner specified in the Registration Statement and the exhibits thereto,
in accordance with corporate and governmental authorities and not in violation
of any applicable law, agreement or instrument.

Based upon the foregoing and subject to the following it is our opinion
that:

1. The Preferred Stock to be issued by AMERCO will be
legally issued, fully paid and non-assessable;

2. The Common Stock and Series B Common Stock to be issued by
AMERCO, including any Common Stock or Series B Common Stock that may be issuable
pursuant to the conversion of any Convertible Debt Securities or upon the
exercise of any Warrants, will be legally issued, fully paid and non-assessable;

3. The Debt Securities and Convertible Debt Securities to be
issued by AMERCO will be legally issued and will be the binding obligations of
AMERCO subject to bankruptcy, insolvency, moratorium and similar laws affecting
the rights of creditors generally and except as enforcement may be limited by
bankruptcy, insolvency, moratorium and similar laws affecting the rights of
creditors generally and except that certain provisions of the Debt Securities
and Convertible Debt Securities may not be enforceable in whole or in part under
the laws of the State of Nevada.

4. The Warrants to be issued by AMERCO will be legally issued
and will be the binding obligations of AMERCO subject to bankruptcy, insolvency,
moratorium and similar laws affecting the rights of creditors generally and
except as enforcement may be limited by bankruptcy, insolvency, moratorium and
similar laws affecting the rights of creditors generally and except that certain
provisions of the Warrants may not be enforceable in whole or in part under the
laws of the State of Nevada.

You have informed us that you intend to issue the Securities from time
to time on a delayed or continuous basis. Accordingly, this opinion is subject
to the laws, including the rules and regulations, as in effect on the date
hereof. We understand that prior to issuing any Securities you will advise us in
writing of the terms thereof, will afford us an opportunity to review the
operative documents pursuant to which such Securities are to be issued
(including the applicable Prospectus Supplement) and will
<PAGE> 4
[LETTERHEAD OF LIONEL SAWYER & COLLINS]
AMERCO
April 15, 1996
Page 4

file such supplement or amendment to this opinion (if any) as we reasonably
consider necessary or appropriate by reason of the terms of the Securities.

Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.

This opinion is intended solely for the use of AMERCO in connection
with the Registration Statement. It may not be relied upon by any other person
or for any other purpose, or reproduced or filed publicly by any person, without
the written consent of this firm.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Opinions" in the Registration Statement and Prospectus and in
"Legal Matters" in any Prospectus Supplement. We disclaim liability as an expert
under law.

Very truly yours,

/s/ Lionel Sawyer & Collins
------------------------------
LIONEL SAWYER & COLLINS

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
June 26, 1995, which contains an explanatory paragraph related to certain
litigation, appearing on pages 60-61 of the AMERCO Annual Report on Form 10-K
for the year ended March 31, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.

/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP

April 15, 1996

Phoenix, Arizona

<PAGE> 1
EXHIBIT 26.1
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)

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

CITIBANK, N.A. 13-5266470
(EXACT NAME OF TRUSTEE AS (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) IDENTIFICATION NO.)

399 PARK AVENUE, NEW YORK, NEW YORK 10043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

CITIBANK, N.A.
120 WALL STREET
NEW YORK, NY 10043
ATTN: CORPORATE AGENCY & TRUST DEPARTMENT
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

AMERCO
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

NEVADA 88-0106815
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1325 AIRMOTIVE WAY, SUITE 100, RENO, NEVADA 89502-3239
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

================================================================================
<PAGE> 2

1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it
is subject.

Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of New York
35 Liberty Street, New York, NY

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation

None.

16. LIST OF EXHIBITS.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.

<TABLE>
<S> <C> <C>
Exhibit 1 -- Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to
T-1 to Registration Statement No. 2-79983)
Exhibit 2 -- Copy of certificate of authority of the Trustee to commence business. (Exhibit 2
to T-1 to Registration Statement No. 2-29577)
Exhibit 3 -- Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit
3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 -- Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration
Statement No. 33-34988)
Exhibit 5 -- Not applicable.
Exhibit 6 -- The consent of the Trustee required by Section 321(b) of the Trust Indenture Act
of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 -- Copy of the latest Report of Condition of the Trustee dated as of December 31,
1995
Exhibit 8 -- Not applicable.
Exhibit 9 -- Not applicable.
</TABLE>

2
<PAGE> 3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 8th day of
April, 1996.

CITIBANK, N.A.

By /s/ Robert T. Kirchner

------------------------------------
Robert T. Kirchner
Vice President

3
<PAGE> 4
EXHIBIT 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

CITIBANK, N.A.
OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS ON DECEMBER 31,
1995, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER
TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF
THE CURRENCY NORTHEASTERN DISTRICT.

ASSETS
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...................... $ 7,451,000
Interest-bearing balances............................................... 9,256,000
Held-to-maturity securities............................................... 0
Available-for-sale securities............................................. 15,587,000
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold...................................................... 3,981,000
Securities purchased under agreements to resell......................... 423,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income................... $145,221,000
LESS: Allowance for loan and lease losses.................. 4,403,000
------------
Loans and leases, net of unearned income, allowance, and reserve.......... 140,818,000
Trading assets............................................................ 28,407,000
Premises and fixed assets (including capitalized leases).................. 3,454,000
Other real estate owned................................................... 849,000
Investments in unconsolidated subsidiaries and associated companies....... 1,181,000
Customers' liability to this bank on acceptances outstanding.............. 1,542,000
Intangible assets......................................................... 14,000
Other assets.............................................................. 7,147,000
------------
TOTAL ASSETS.............................................................. $220,110,000
============
LIABILITIES
Deposits:
In domestic offices..................................................... $ 35,377,000
Noninterest-bearing......................................... $13,214,000
Interest-bearing............................................ 22,163,000
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs............. 121,599,000
Noninterest-bearing......................................... 8,014,000
Interest-bearing............................................ 113,585,000
-----------
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased................................................. 1,852,000
Securities sold under agreements to repurchase.......................... 556,000
Trading liabilities....................................................... 17,544,000
Other borrowed money:
With original maturity of one year or less.............................. 7,740,000
With original maturity of more than one year............................ 5,788,000
Mortgage indebtedness and obligations under capitalized leases............ 95,000
Bank's liability on acceptances executed and outstanding.................. 1,559,000
Subordinated notes and debentures......................................... 4,700,000
Other liabilities......................................................... 8,483,000
------------
TOTAL LIABILITIES......................................................... $205,293,000
============
EQUITY CAPITAL
Common stock.............................................................. $ 751,000
Surplus................................................................... 6,744,000
Undivided profits and capital reserves.................................... 7,816,000
Net unrealized holding gains (losses) on available-for-sale securities.... 62,000
Cumulative foreign currency translation adjustments...................... (556,000)
------------
TOTAL EQUITY CAPITAL...................................................... $ 14,817,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL....... $220,110,000
============
</TABLE>

I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PEI-YUAN CHIA
WILLIAM R. RHODES
PAUL J. COLLINS
DIRECTORS

<PAGE> 1
EXHIBIT 26.2
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) __

----------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

----------

AMERCO
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

NEVADA 88-0106815
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

1325 AIRMOTIVE WAY, SUITE #100, RENO, NV 89502-3239
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

CONVERTIBLE SENIOR DEBT SECURITIES
CONVERTIBLE SUBORDINATED DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the trustee now in
effect.*

2. A copy of the certificates of authority of the trustee to
commence business.*

3. A copy of the authorization of the trustee to exercise corporate
trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.

8. Not Applicable.

9. Not Applicable.

2
<PAGE> 3
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 8th day of April, 1996.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ R. D. MANELLA
----------------------------
R. D. MANELLA
VICE PRESIDENT

* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).

3
<PAGE> 4
EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

April 8, 1996

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Amerco and The
First National Bank of Chicago, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ R. D. MANELLA
-------------------------------
R. D. MANELLA
VICE PRESIDENT

4
<PAGE> 5
EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Page RC-1

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ----
THOUSANDS RCFD BIL MIL THOU <-
---------------- ---- ------------ -------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) ............ 0081 4,003,995 1.a.
b. Interest-bearing balances(2) ..................................... 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) ........ 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ..... 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs: ..........................................
a. Federal Funds sold ............................................... 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell .................. 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) ............................................................... RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses ........................ RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve ............................ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) ............................. 2125 16,109,349 4.d.
5. Assets held in trading accounts ..................................... 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases) ............ 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M) ........................ 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ...................................... 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding ........ 2155 524,918 9.
10. Intangible assets (from Schedule RC-M) .............................. 2143 101,011 10.
11. Other assets (from Schedule RC-F) ................................... 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11) ............................ 2170 49,360,496 12.

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) ...................................... RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing (3) ...................................... RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing ............................................. RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) ............................... RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing .......................................... RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing ............................................. RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased .......................................... RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase ................... RCFD 0279 880,215 14.b.
</TABLE>
- --------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
(3) Includes total demand deposits and noninterest-bearing time and savings
deposits.

5
<PAGE> 6
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Page RC-2

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ----
THOUSANDS RCFD BIL MIL THOU <-
--------- ---- ------------ -------
<S> <C> <C> <C> <C>
15. a. Demand notes issued to the U.S. Treasury ..................... RCON 2840 93,942 15.a.
b. Trading Liabilities........................................... RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less.................... RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year.................. RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases........................................................... RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding RCFD 2920 524,918 18.
19. Subordinated notes and debentures................................ RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)........................... RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20)................... RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus................. RCFD 3282 0 22.

EQUITY CAPITAL

23. Perpetual preferred stock and related surplus.................... RCFD 3838 0 23.
24. Common stock..................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)......... RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves........................ RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................... RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments.............. RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27)................ RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................ RCFD 3300 49,360,496 29.

Memorandum

To be reported only with the March Report of Condition.
<S> <C>
1. Indicate in the box at the right the number of the statement below that best Number
describes the most comprehensive level of auditing work performed for the RFCFD N/A M.1.
bank by independent external auditors as of any date during 1993 . . . . . .
</TABLE>

1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work