HASBRO INC, S-3/A, 1998-06-22

HASBRO INC
S-3/A, 1998-06-22
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)

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As Filed with the Securities and Exchange Commission on June 22, 1998

Registration No. 333-44101

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

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

AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------

HASBRO, INC.
(Exact name of registrant as specified in its charter)

RHODE ISLAND 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

1027 NEWPORT AVENUE
PAWTUCKET, RHODE ISLAND 02861
(401) 431-8697
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

PHILLIP H. WALDOKS, ESQ.
SENIOR VICE PRESIDENT -
CORPORATE LEGAL AFFAIRS AND SECRETARY
HASBRO, INC.
32 WEST 23RD STREET
NEW YORK, NEW YORK 10010
(212) 645-2400

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

Copies to:

VINCENT J. PISANO, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
--------------------

Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.

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

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

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

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

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

--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1) Offering Price(1) Fee
- ------------------- ---------- ---------------- ----------------- -------------

<S> <C> <C> <C> <C>
Debt Securities......$400,000,000(2) 100% $400,000,000 $ 118,000(4)

Common Stock, __ __ __
par value $.50
per share
(including
preference
stock purchase
rights).......(3)
- -----------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of determining the registration
fee.
(2) If any Debt Securities are issued at an original issue
discount, this registration statement shall cover such greater
amount of Debt Securities as shall result in the initial offering
prices aggregating $400,000,000.
(3) Also registered are such indeterminate number of shares of Common
Stock (including preference stock purchase rights) as may be
issued from time to time upon conversion of Debt Securities
registered hereby.
(4) Pursuant to Rule 429, this Registration Statement also relates to an
aggregate of $150,000,000 principal amount of
debt securities included in Registration Statement No. 33-41548 as
to which a filing fee of $37,500 previously has been paid.
--------------------------

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

STATEMENT PURSUANT TO RULE 429

Pursuant to Rule 429 under the Securities Act of 1933 the
prospectus included herein also relates to $150,000,000 principal amount of
debt securities previously registered under Registration Statement No.
33-41548 and not issued. In the event any such previously registered debt
securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.

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

SUBJECT TO COMPLETION, DATED JUNE 22, 1998

[LOGO]
HASBRO, INC.

DEBT SECURITIES

Hasbro, Inc. (the "Company") from time to time may offer its notes,
debentures or other forms of debt securities (the "Debt Securities") in a
principal amount sufficient to result in proceeds to the Company of up to
$550,000,000 (or the equivalent in foreign denominated currencies or
composite currencies, based upon the applicable exchange rate at the time
of sale). The Debt Securities, which may be senior Debt Securities ("Senior
Debt Securities") or subordinated Debt Securities ("Subordinated Debt
Securities"), may be offered as separate series in amounts, at prices and
on other terms to be determined at the time of sale.

The terms of any series of Debt Securities in respect of which this
Prospectus is being delivered, including, where applicable, the specific
designation, aggregate principal amount, denomination, maturity, premium,
if any, interest rate (which may be fixed or variable) and time of payment
of interest, if any, terms for any redemption at the option of the Company
or the Holder, terms, if any for conversion into Common Stock, par value
$.50 per share, of the Company ("Common Stock"), terms for any mandatory
redemption or sinking fund payments, the initial public offering price, any
listing on a securities exchange and the other terms in connection with the
offering and sale of such series of Debt Securities will be set forth in an
accompanying Prospectus Supplement (the "Prospectus Supplement").

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

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 Company may sell Debt Securities directly or through agents
designated from time to time or to or through one or more underwriters or
dealers. The names of any underwriters, dealers or agents involved in the
sale of any Debt Securities in respect of which this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters
and the applicable commissions or other compensation to be paid to any
underwriters, dealers or agents will be set forth in the Prospectus
Supplement. See "Plan of Distribution."

As used herein, Debt Securities shall include securities denominated
in United States dollars or, at the option of the Company, if so specified
in the applicable Prospectus Supplement, in any other currency or in
composite currencies or in amounts determined by reference to an index.

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

The date of this Prospectus is , 1998.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE DEBT
SECURITIES OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.

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

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
SECURITIES OFFERED HEREBY. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN
OF DISTRIBUTION."

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 and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as the following regional offices: Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661; 7 World Trade Center, Suite 1300,
New York, New York 10048; and copies of such material can be obtained form
the Public Reference Section of the Commission at prescribed rates. Such
material may also be accessed electronically by means of the Commission's
home page on the Internet at http://www.sec.gov. In addition, certain of
the Company's securities are listed on the American Stock Exchange and
reports, proxy statements and other information concerning the Company may
be inspected at the offices of that stock exchange, 86 Trinity Place, New
York, New York 10006.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 29, 1998.
(c) The Company's Current Reports on Form 8-K dated April 1, 1998
and April 16, 1998.

All documents filed by the Company 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 the offering of the Debt Securities shall
be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein or contained in this Prospectus shall be deemed to be
modified or superceded for purposes of this Prospectus to the extent any
statement continued herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded. This Prospectus does not contain all information set forth in
the Registration Statement of which this Prospectus forms a part which the
Company has filed with the Commission and to which reference is hereby
made.

The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the documents incorporated herein by
reference, other than exhibits to such documents not specifically
incorporated by reference herein. Requests for such copies should be
directed to: Hasbro, Inc., 1027 Newport Avenue, Pawtucket, Rhode Island,
02861, Attention: Cynthia S. Reed, or by telephone to Cynthia S. Reed at
401-431-8697.

THE COMPANY

Hasbro, Inc. is a worldwide leader in the design, manufacture and
marketing of toys, games, interactive software, puzzles and infant
products. Both internationally and in the U.S., its Playskool(R),
Kenner(R), Tonka(R), OddzOn(R), Super Soaker(R), Milton Bradley(R), Parker
Brothers(R), Tiger (TM) and Hasbro Interactive(TM) products provide
children and families with the highest quality and most recognizable toys
and games in the world.

The Company was incorporated under the laws of the State of Rhode
Island on January 8, 1926. The Company's principal office is at 1027
Newport Avenue, Pawtucket, Rhode Island 02861, and the Company's telephone
number is (401) 431-8697. For purposes of the preceding paragraph, the
Company means Hasbro, Inc. and its subsidiaries. Elsewhere herein the
Company means Hasbro, Inc. unless the context otherwise requires.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth the ratio of earnings to fixed charges of
the Company and its consolidated subsidiaries for each of the periods
indicated.

FISCAL QUARTERS ENDED IN MARCH(1) FISCAL YEAR(2)
1998 1997 1997 1996 1995 1994 1993
- -------------- ------------- ---------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
3.05 5.94 5.66 7.51 5.82 7.58 8.59
</TABLE>

For purposes of computing the ratios of earnings to fixed charges:
fixed charges include interest, amortization of debt expense and one-third
of rentals; and earnings available for fixed charges represent earnings
before fixed charges and income taxes.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
Debt Securities will be used for working capital, to repurchase outstanding
shares of the Company's Common Stock and for acquisitions. Any specific
allocation of the net proceeds of an offering of Debt Securities to a
specific purpose will be described in the applicable Prospectus Supplement.

- --------
1 Fiscal Quarters ended on March 29, 1998 and March 30, 1997.

2 Fiscal years 1997, 1996, 1995, 1994, 1993 and 1992 ended on December 28,
1997, December 29, 1996, December 31, 1995, December 25, 1994,
December 26, 1993 and December 31, 1992, respectively.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be general unsecured obligations of the
Company. The Debt Securities will be issued either as Senior Debt
Securities or as Subordinated Debt Securities. Both Senior Debt Securities
and Subordinated Debt Securities may be issued as convertible Debt
Securities ("Convertible Debt Securities") which, unless previously
redeemed or otherwise purchased, will be convertible into shares of the
Company's common stock, par value $.50 per share (the "Common Stock").

The Senior Debt Securities are to be issued under an indenture (the
"Senior Indenture") between the Company and a banking institution, as
trustee. The Subordinated Debt Securities are to be issued under an
indenture (the "Subordinated Indenture") between the Company and a banking
institution, as trustee. In this Prospectus, the Senior Indenture and the
Subordinated Indenture are sometimes collectively referred to as the
"Indentures" and individually as an "Indenture," and the trustees
thereunder are sometimes collectively referred to as the "Trustees" and
individually as a "Trustee." The forms of the indentures are filed at
exhibits to the Registration Statement of which this Prospectus is a part.

The following description of the terms of the Indentures and the Debt
Securities sets forth certain general terms and provisions of the
Indentures and the Debt Securities to which any Prospectus Supplement may
relate. The terms of any particular series of 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 Offered Debt
Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities. The following summaries of certain provisions of
the Indentures do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the
Indentures, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indentures are referred to,
such sections or defined terms shall be incorporated herein by reference.
The Indentures are substantially identical, except for certain covenants of
the Company applicable to the Senior Indenture and provisions relating to
subordination. See "Provisions Applicable Solely to Senior Debt Securities"
and "Provisions Applicable Solely to Subordinated Debt Securities." Certain
terms defined in the Indentures are capitalized herein, and particular
section numbers refer to sections in the Indentures.

The Debt Securities will be obligations exclusively of the Company.
Because significant operations of the Company are currently conducted
through subsidiaries, the cash flows of the Company are dependent in part
upon the cash flows of such subsidiaries and the availability of those cash
flows to the Company. In addition, the payment of dividends, distributions
and certain loans and advances to the Company by its subsidiaries may be
subject to certain statutory or contractual restrictions, are contingent
upon the earnings of such subsidiaries and are subject to various business
considerations.

Any right of the Company to receive assets of any of its subsidiaries
upon their liquidation, reorganization or recapitalization (and the
consequent right of the Holders of the Debt Securities to participate in
those assets) will be effectively subordinated to the claims of the
creditors and any preferred shareholders of the respective subsidiaries
(which creditors would include trade creditors and in the future may
include lenders of additional debt for borrowed money), except to the
extent that the Company is itself recognized as a creditor of any such
subsidiary, in which case the claims of the Company would still be
subordinated to any security interests in the assets of such subsidiary and
any indebtedness of such subsidiary senior to that held by the Company.

Unless otherwise indicated in a Prospectus Supplement relating to any
Offered Debt Securities, the covenants contained in the Indentures or the
Offered Debt Securities would not afford Holders of the Offered Debt
Securities protection in the event of a highly leveraged or other
transaction involving the Company or its subsidiaries that may adversely
affect the Holders.

GENERAL

The Debt Securities may be issued from time to time in separate series
in amounts, at prices and on other terms to be determined at the time of
sale. The Indentures will not limit the amount of Debt Securities which may
be issued thereunder.

Reference is made to the Prospectus Supplement which will describe the
following terms of the offered Debt Securities: (a) the title of the
Offered Debt Securities; (b) classification of the Offered Debt Securities
as Senior Debt Securities or Subordinated Debt Securities and any limit on
the aggregate principal amount of the Offered Debt Securities; (c) whether
the Offered Debt Securities are Convertible Debt Securities and, if so, the
terms and conditions upon which conversion will be effected, including the
initial conversion price or conversion rate, the conversion period and
other conversion provisions in addition to or in lieu of those described
herein; (d) the date or dates on which the Offered Debt Securities will
mature and/or the method by which such date or dates will be determined;
(e) the rate or rates (which may be fixed or variable) per annum at which
the Offered Debt Securities will bear interest, if any, and the date from
which such interest will accrue and/or the method by which such rate or
rates will be determined; (f) the dates on which such interest, if any,
will be payable and the Regular Record Dates for such Interest Payment
Dates; (g) any mandatory or optional sinking fund or purchase fund or
analogous provisions; (h) if applicable, the period or periods within
which, or the date on which and the price or prices at which, the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or the Holder thereof
and the other detailed terms and provisions of such optional or mandatory
redemption; (i) the place or places of payment of principal of (and
premium, if any) and interest, if any, on the Offered Debt Securities and
the place or places where the Offered Debt Securities may be presented for
transfer and, if applicable, conversion; (j) whether the Offered Debt
Securities are issuable as Registered Securities, Bearer Securities or
both, and the terms upon which Bearer Securities may be exchanged for
Registered Securities; (k) special provisions relating to the issuance of
any Bearer Securities of any series; (l) the currency in Dollars, Foreign
Currency or any composite currency of any series in which the Offered Debt
Securities will be denominated or in which principal (premium, if any) and
interest, if any, in respect thereof may be payable; (m) any deletions
from, changes in or additions to Events of Default or covenants of the
Company in the applicable Indenture; (n) the form of Debt Securities and
Coupons, if any; and (o) any other terms of the Offered Debt Securities.
(Section 3.01 of the Indentures)

The Debt Securities will be issuable as Registered Securities, as
Bearer Securities or both. Debt Securities of a series may be issuable in
global form, as described below under "Global Securities." Unless the
Prospectus Supplement relating thereto specifies otherwise, Registered
Securities denominated in U.S. dollars will be issued only in denominations
of $1,000 or any integral multiple thereof, and Bearer Securities
denominated in U.S. dollars will be issued only in denominations of $5,000
or any integral multiple thereof. (Section 3.02 of the Indentures)

Debt Securities may be presented for exchange, and Registered
Securities (other than a Book-Entry Security) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of any transfer agent or at the office of the
Security Registrar, without service charge and upon payments of any taxes
and other governmental charges as described in the Indentures. Such
registration of transfer or exchange will be effected upon the transfer
agent or the Security Registrar, as the case may be, being satisfied with
the documents of title and identity of the person making the request.
(Section 3.05 of the Indentures) Bearer Securities will be transferable by
delivery.

Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from
the principal amount thereof. If the Offered Debt Securities are Original
Issue Discount Securities, the special Federal income tax, accounting and
other considerations applicable thereto will be described in the Prospectus
Supplement relating thereto. "Original Issue Discount Security" means any
security which provides for an amount less than the principal amount
thereof to be due and payable upon the declaration of acceleration of the
maturity thereof upon the occurrence of an Event of Default and the
continuation thereof. (Section 1.01 of the Indentures)

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of (and premium, if any) and interest, if any, on
Registered Securities will be made in the designated currency at the office
of such Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of any
interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of any installment of
interest on Registered Securities will be made to the Person in whose name
such Registered Security is registered at the close of business on the
Regular Record Date for such interest payment. (Sections 3.07 and 10.02 of
the Indentures)

Payment of principal of, premium, if any, and interest, if any, on
Bearer Securities will be payable in the currency or composite thereof and
in the manner designated in the 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 initially appointed by the Company for a series
of Debt Securities will be named in the Prospectus Supplement. The Company
may at any time designate additional Paying Agents or rescind the
designation of any Paying Agents, except that, if 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 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 Debt Securities of such
series and any Coupons appertaining thereto may be presented and
surrendered for payment; provided that if the Debt Securities of such
series are listed on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited or 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 in
London or Luxembourg or any other required city located outside the United
States, as the case may be, for the Debt Securities of such series.
(Section 10.02 of the Indentures)

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in
global form. A Debt Security in global form will be deposited with, or on
behalf of, a Depositary, which will be identified in an applicable
Prospectus Supplement. A Debt Security may be issued in either registered
or bearer form and in either temporary or permanent form. A Debt Security
in global form may not be transferred except as a whole by the Depositary
for such Debt Security 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 of such Depositary or
a nominee of such successor. If any Debt Security of a series is issuable
in global form, the applicable Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any
such global Debt Security may exchange such interests for definitive Debt
Securities of such series of like tenor and principal amount in any
authorized form and denomination, the manner of payment of principal and
interest, if any, on any such global Debt Security and the specific terms
of the depositary arrangement with respect to any such global Debt
Security. (Section 3.05 of the Indentures)

WAIVER, MODIFICATIONS AND AMENDMENT

The Holders of a majority in principal amount of the Outstanding Debt
Securities of any particular series may waive past defaults with respect to
such series. (Section 6.12 of the Indentures) The Holders of a majority in
aggregate principal amount of the Outstanding Senior Debt Securities
(voting as a class and not by individual series) under the Senior Indenture
or, in case less than all of the several series of Outstanding Senior Debt
Securities are affected, the Holders of a majority in aggregate principal
amount of the Outstanding Senior Debt Securities of each series affected
(voting as a single class), may waive the Company's compliance with certain
restrictive provisions of the Senior Indenture. (Section 10.07 of the
Senior Indenture) In order to determine the aggregate principal amount of
any Outstanding Debt Securities not payable in U.S. dollars, the principal
amount of the Debt Securities shall be deemed to be that amount of Dollars
that could be obtained for such principal amount based on the spot rate of
exchange for such Foreign Currency or such currency unit as determined by
the Company or by an authorized exchange rate agent. (Section 1.01 of the
Indentures)

Modification and amendment of an Indenture may be made by the Company
and the applicable Trustee (i) with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities
thereunder (voting as a class and not by individual series), or (ii) in
case less than all of the several series of Debt Securities then
Outstanding thereunder are affected by the modification or amendment, with
the consent of the Holders of a majority in principal amount of the
Outstanding Debt Securities of all series so affected (voting as a single
class and not by individual series), provided that no such modification or
amendment may, without the consent of the Holder of each Debt Security
affected thereby: (a) change the Stated Maturity of the principal of, or
any installment of principal of or interest, if any, on, any Debt Security;
(b) reduce the principal amount of, or the rate of interest, if any, on, or
any premium payable upon the redemption of, any Debt Security, 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; (c) change the currency of payment, or delete any country from
Places of Payment, of principal or premium, if any, or interest, if any, on
any Debt Security (other than any such country in which, in the good faith
determination of the Board of Directors of the Company, the functions to be
performed in the Places of Payment in such country are no longer
practicably performable); (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security; (e) if
applicable, make any change that adversely affects the right to convert any
Debt Security or (except as provided in the applicable Indenture) decrease
the conversion rate or increase the conversion price of any Debt Security;
(f) modify, in the case of the Subordinated Indenture, the provisions
relating to the subordination of the Subordinated Debt Securities in a
manner adverse to the Holders of the Subordinated Debt Securities; (g)
reduce the percentages of Holders of Debt Securities of any particular
series necessary to amend or supplement such Indenture or waive defaults or
compliance as specified in this or the preceding paragraph; or (h) modify
the foregoing requirements. Any modification or amendment which changes or
eliminates any covenant or other provision of an Indenture which has
expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the Holders of
Debt Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under the applicable
Indenture of the Holders of Debt Securities of any other series. (Section
9.02 of the Indentures)

EVENTS OF DEFAULT

The following events are Events of Default under the Indentures with
respect to any particular series of Debt Securities issued thereunder: (a)
default in payment of any principal of (or premium, if any, on) any Debt
Security of that series, or default in the deposit of any sinking fund
payment on any Debt Security of that series, when due; (b) default in the
payment of any interest, if any, on any Debt Security of that series when
due, continued for 30 days; (c) default in the performance, or breach, of
any other covenant of the Company (other than a covenant included in the
applicable Indenture solely for the benefit of series of Debt Securities
other than the series in respect of which the Event of Default is being
determined), continued for 90 days after written notice as provided in the
Indentures; (d) certain events of bankruptcy, insolvency or reorganization
under federal or state laws of the United States, involving the Company or
a Significant Subsidiary; (e) acceleration of Indebtedness of the Company
or any Significant Subsidiary aggregating more than $50 million so that
such Indebtedness becomes due prior to the date which the same would
otherwise become due and payable, unless such acceleration is rescinded,
annulled or otherwise cured; (f) final and nonappealable judgments or
orders to pay, in the aggregate at any one time, more than $50 million
rendered by a court of competent jurisdiction against the Company or a
Significant Subsidiary, continued for 90 days (during which execution shall
not be effectively stayed or bonded) without discharge or reduction to $50
million or less; and (g) any other Events of Default provided with respect
to Debt Securities of that series. (Section 6.01 of the Indentures) As used
in this paragraph, the term "Significant Subsidiary" has the meaning
ascribed to such term in Regulation S-X of the Commission as in effect on
June 1, 1998 (i.e., a subsidiary, together with its subsidiaries, that
satisfies any of the following conditions, subject to certain exceptions:
(i) the Company and its other subsidiaries' investments in and advances to
the subsidiary exceed 10% of the total consolidated assets of the Company
and its subsidiaries (such total consolidated assets being computed as of
the end of the most recently completed fiscal year), (ii) the Company and
its other subsidiaries' proportionate share of the total assets of the
subsidiary exceeds 10% of the total consolidated assets of the Company and
its subsidiaries (such total consolidated assets being computed as of the
end of the most recently completed fiscal year) or (iii) the Company and
its other subsidiaries' equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change
in accounting principle of the subsidiary exceeds 10% of such consolidated
income of the Company and its subsidiaries (such total consolidated income
being computed as of the end of the most recently completed fiscal year).

If, with respect to Debt Securities of any series at the time
Outstanding, an Event of Default shall occur and be continuing, then and in
every such case (unless the principal of all the Debt Securities of that
series shall have already become due and payable) the applicable Trustee or
the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of that series may declare to be due and payable immediately by
a notice in writing to the Company (and to the applicable Trustee if given
by Holders) the entire principal amount, or, in the case of Original Issue
Discount Securities, such portion of the principal amount as may be
provided for in such Debt Securities, of all the Debt Securities of that
series; provided that no such notice or declaration shall be required in
the case of an Event of Default with respect to the Company referred to in
clause (d) of the preceding paragraph. At any time after such declaration
of acceleration has been made, but before a judgment or decree for payment
of the money due has been obtained by the applicable Trustee, the Holders
of a majority in principal amount of the Outstanding Debt Securities of
that series, by written notice to the Company and the applicable Trustee,
may, subject to certain conditions, rescind and annual such declaration and
its consequences, if all payments due (other than those due as a result of
acceleration) have been made and all other Events of Default have been
cured or waived. (Section 6.02 of the Indentures)

No Holder of any Debt Securities of any particular series shall have
any right to institute any proceeding with respect to the Indentures or for
any remedy thereunder, unless such Holder previously shall have given to
the applicable Trustee written notice of a default with respect to that
series and unless the Holders of at least 25% of the principal amount of
Outstanding Debt Securities of that series also shall have made written
request upon the applicable Trustee, and have offered reasonable indemnity,
to institute such proceeding as trustee, and the applicable Trustee shall
not have received directions inconsistent with such request in writing by
the Holders of a majority in principal amount of Outstanding Debt
Securities of that series and shall have failed to institute such
proceeding within 60 days. However, the right of any Holder of any Debt
Security to enforce the payment of principal and interest due on such Debt
Security on or after the dates expressed in such Debt Security, may not be
impaired or affected. (Section 6.07 of the Indentures)

The Company will be required to furnish to each Trustee annually a
statement as to the fulfillment by the Company of all of its obligations
under the related Indenture.

The Trustee will, with certain exceptions, give the Holders notice of
all Events of Default known to the Trustee, within 90 days after the
occurrence thereof.

DEFEASANCE AND COVENANT DEFEASANCE

The Indentures provide, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 3.01 of the applicable
Indenture, that the Company may elect under certain conditions either (A)
to defease and be discharged from any and all obligations with respect to
such Debt Securities (except as otherwise provided in the applicable
Indenture) ("defeasance") or (B) with respect to any such series of Senior
Debt Securities, to be released from its obligations with respect to such
Senior Debt Securities described below under "Restrictions on Liens," and
"Restrictions on Sale and Leaseback Transactions," ("covenant defeasance")
upon the irrevocable deposit with the applicable Trustee, in trust for such
purpose, of money, and/or U.S. Government Obligations and/or, if so
specified with respect to such series, Foreign Government Securities (each
as defined) which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient to
pay the principal of (and premium, if any) and interest, if any, on such
Debt Securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor. Such a trust may only be
established if, among other things, the Company has delivered to the
applicable Trustee an Opinion of Counsel to the effect that (i) the Holders
of such 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,
in the same manner and at the same times as would have ben the case if such
defeasance or covenant defeasance had not occurred (such opinion, in the
case of defeasance under clause (A) above, must refer to and be based upon
a ruling of the Internal Revenue Service) and (ii) if the deposit referred
to above shall include U.S. Government Obligations or Foreign Government
Securities, such deposit shall not result in the Company, the Trustee or
such trust being regulated as an "investment company," under the Investment
Company Act of 1940. (Article Five of the Indentures) The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to Debt Securities of a
particular series.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Under each Indenture, a consolidation or merger of the Company with or
into another corporation, or the sale, conveyance or lease of all or
substantially all of the Company's property to another corporation is
permitted provided that (i) the Person (if other than the Company) is a
corporation organized under the laws of the United States or any state
thereof; (ii) the corporation (if other than the Company) assumes payment
of the principal of (and premium, if any) and interest, if any, on the
Outstanding Debt Securities and Coupons and the performance and observance
of all the covenants and conditions of such Indenture; (iii) the
corporation (if other than the Company) delivers to the applicable Trustee
a supplemental indenture providing for preservation of conversion rights,
if any; and (iv) the Company shall have delivered to the applicable Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that the
consolidation, merger, sale, conveyance or lease and such supplemental
indenture comply with Article Eight of the applicable Indenture and that
all conditions precedent therein provided for relating to such transaction
have been complied with. In addition, in the case of Senior Debt
Securities, if, upon or as a result of any such consolidation, merger,
sale, conveyance or lease, or upon any acquisition by the Company by
purchase or otherwise of all or any part of the properties of any other
Person, any Principal Property or any shares of capital stock or
indebtedness of any Subsidiary owned by the Company or any Subsidiary
immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge or lien or encumbrance not permitted by the
covenant described under "Provisions Applicable Solely to Senior Debt
Securities -- Restrictions on Liens," the Company immediately prior to such
consolidation, merger, sale, conveyance, lease or acquisition shall, by
supplemental indenture, secure the due and punctual payment of the
principal of, and premium, if any, and interest, if any, on the Senior Debt
Securities then outstanding (equally and ratably with any other
indebtedness entitled thereto immediately following such transaction).
(Section 8.01 of the Indentures and Section 8.03 of the Senior Indenture)

CONVERSION

The Indentures may provide for a right of conversion (or mandatory
conversion at the option of the Company) of Debt Securities into Common
Stock (or cash in lieu thereof). The following provisions will apply to
Debt Securities that are Convertible Debt Securities unless otherwise
provided in the Prospectus Supplement for such Debt Securities.

The Holder of Convertible Debt Securities which are convertible at the
option of the holder will have the right exercisable at the time or times
described in the Prospectus Supplement, unless such Convertible Debt
Securities are previously redeemed or otherwise purchased by the Company,
to convert such Convertible Debt Securities into shares of Common Stock at
the conversion price set forth in the Prospectus Supplement, subject to
adjustment. The Holder of such Convertible Debt Securities may convert any
portion thereof which is $1,000 in principal amount or any integral
multiple thereof, except as otherwise specified in the Prospectus
Supplement. The Holder of any Convertible Debt Securities which are
mandatorily convertible into shares of Common Stock at the option of the
Company will receive, upon the exercise of such option by the Company, in
exchange for such Convertible Debt Securities, shares of Common Stock upon
the terms, and subject to the conditions, set forth in the applicable
Prospectus Supplement. (Section 4.02 of the Indentures)

In certain events, the conversion price will be subject to adjustment
as set forth in the Indentures. Such events include the issuance of shares
of Common Stock of the Company as a dividend or distribution on the Common
Stock; subdivisions, combinations and reclassifications of the Common
Stock; the issuance generally to holders of Common Stock of rights, options
or warrants entitling the holders thereof (for a period not exceeding 45
days) to subscribe for or purchase shares of Common Stock at a price per
share less than the then current market price per share of Common Stock (as
defined in the Indentures); and the distribution generally to holders of
Common Stock of evidences of indebtedness, equity securities (including
equity interests in the Company's subsidiaries) other than Common Stock, or
other assets (excluding cash dividends paid from earned surplus or current
net earnings but including Extraordinary Cash Dividends) or subscription
rights or options or warrants entitling holders to subscribe for securities
(other than those referred to above). In cases where the fair market value
of the portion of assets, debt securities or rights, warrants or options to
purchase securities of the Company applicable to one share of Common Stock
distributed to shareholders exceeds the current market price per share of
Common Stock, or such current market price exceeds such fair market value
of such portion of assets, debt securities or right, warrants or options so
distributed by less than $1.00, rather than being entitled to an adjustment
in the Conversion Rate, the Holder of a Convertible Debt Security upon
conversion thereof will be entitled to receive, in addition to the shares
of Common Stock into which such Convertible Debt Security is convertible,
the kind and amounts of assets, debt securities or rights, options or
warrants comprising the distribution that such Holder would have received
if such Holder had converted such Convertible Debt Security immediately
prior to the record date for determining the shareholders entitled to
receive the distribution. No adjustment of the conversion price will be
required unless an adjustment would require a cumulative increase or
decrease of at least 1% in such price; provided, however, that any
adjustments not made because of such provision will be carried forward and
taken into account in any subsequent adjustment. (Section 4.04 of the
Indentures)

With respect to the Rights distributed under the Company's Rights Plan
described below under "Certain AntiTakeover Provisions," and/or in the
event that the Company distributes any other rights or warrants (other than
those referred to in the preceding paragraph) ("Additional Rights") pro
rata to holders of Common Stock, so long as any such Rights or Additional
Rights have not expired or been redeemed, the Holder of any Convertible
Debt Security surrendered for conversion will be entitled to receive upon
such conversion, in addition to the shares of Common Stock issuable upon
such conversion (the "Conversion Shares"), a number of Rights or Additional
Rights to be determined as follows: (i) if such conversion occurs on or
prior to the date for the distribution to the holders of Rights or
Additional Rights of separate certificates evidencing such Rights or
Additional Rights (the "Distribution Date"), the same number of Rights or
Additional Rights to which a holder of a number of shares of Common Stock
equal to the number of Conversion Shares is entitled at the time of such
conversion in accordance with the terms and provisions applicable to the
Rights or Additional Rights and (ii) if such conversion occurs after such
Distribution Date, the same number of Rights or Additional Rights to which
a holder of the number of shares of Common Stock into which such
Convertible Security was convertible immediately prior to such Distribution
Date would have been entitled to receive on such Distribution Date in
accordance with the terms and provisions of and applicable to the Rights or
Additional Rights. The conversion price of the Convertible Debt Securities
will not be subject to adjustment on account of any declaration,
distribution or exercise of such Rights or Additional Rights. (Section 4.04
of the Indentures)

Fractional shares of Common Stock will not be issued upon conversion,
but, in lieu thereof, the Company will pay a cash adjustment based on the
then current market price for the Common Stock. (Section 4.03 of the
Indentures) Upon conversion, no payments or adjustments will be made for
accrued interest on Convertible Debt Securities or dividends. A Convertible
Debt Security surrendered for conversion between the record date for an
interest payment and the interest payment date (except a Convertible Debt
Security to be redeemed on a redemption date during such period) must be
accompanied by payment of an amount equal to the interest which the
registered Holder is to receive thereon (or the portion thereof to be
converted) and interest payable on such interest payment date shall,
notwithstanding such conversion, be payable on such interest payment date
to the Holder on such record date. (Sections 3.07 and 4.02 of the
Indenture)

In the case of any consolidation or merger of the Company with or into
any other person (with certain exceptions) or any sale or transfer of all
or substantially all the assets of the Company, the Holder of Convertible
Debt Securities, after the consolidation, merger, sale or transfer, will
have the right to convert such Convertible Debt Securities only into the
kind and amount of securities, cash and other property which the Holder
would have been entitled to receive upon such consolidation, merger, sale
or transfer, if the Holder had held the Common Stock issuable upon
conversion of such Convertible Debt Securities immediately prior to such
consolidation, merger, sale or transfer. (Section 4.05 of the Indentures)

PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES

General. Senior Debt Securities will be issued under the Senior
Indenture and will rank pari passu with all other unsecured and
unsubordinated debt of the Company.

Certain Definitions. For purposes of the following discussion, the
following definitions are applicable. (Article One of the Senior Indenture)

"Consolidated Net Tangible Assets" means, as determined at any time,
the aggregate amount of assets included on a consolidated balance sheet of
the Company and its Subsidiaries (less applicable reserves), after
deducting therefrom (a) all current liabilities of the Company and its
Subsidiaries (which includes current maturities of long-term indebtedness)
and (b) the total of the net book values of all assets of the Company and
its Subsidiaries properly classified as intangible assets under generally
accepted accounting principles, in each case as of the end of the last
fiscal quarter for which financial information is available at the time of
such calculation.

"Funded Debt" means all indebtedness which by its terms matures more
than 12 months after the time of the computation of the amount thereof or
which is extendible or renewable at the option of the obligor on such
indebtedness to a time more than 12 months after the time of the
computation of the amount thereof or which is classified, in accordance
with generally accepted accounting principles in effect on June 1, 1998, on
a corporation's balance sheet as long-term debt.

"Principal Property" means any real property, manufacturing plant,
warehouse, office building or other physical facility or other like
depreciable physical assets of the Company or of any Subsidiary, whether
owned at or acquired after the date of the Senior Indenture, having a net
book value at the time of the determination in excess of the greater of 5%
of Consolidated Net Tangible Assets or $50 million other than, in each
case, any of the same which in the good faith opinion of the Board of
Directors of the Company is not of material importance to the total
business conducted by the Company and its Subsidiaries as a whole. As of
the date of this Prospectus none of the Company's assets constitute
Principal Property as defined above.

"Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing or use by the Company or any Subsidiary of any
Principal Property, whether owned at the date of the Indenture or
thereafter acquired (except for temporary leases of a term, including any
renewal period, of not more than three years), which Principal Property has
been or is to be sold or transferred by the Company or a Subsidiary to a
Person with an intention of taking back a lease of such property.

"Secured Debt" means indebtedness (other than indebtedness among the
Company and its Subsidiaries) for money borrowed by the Company or a
Subsidiary which is secured by (a) a mortgage or other lien on any
Principal Property or (b) a pledge, lien or other security interest on any
shares of stock or evidences of indebtedness of a Subsidiary. If any amount
of such indebtedness described in the parenthetical in the preceding
sentence and held by the Company or a Subsidiary is transferred in any
manner to any Person other than the Company or a Subsidiary, such amount
shall be deemed to be Secured Debt issued on the date of transfer.

"Subsidiary" means any corporation of which the Company, or the
Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own a majority (by number of votes) of the
outstanding voting securities having voting power under ordinary
circumstances to elect the directors of such corporation.

Restrictions on Secured Debt. The Company and its Subsidiaries are
prohibited from creating, incurring, assuming or guaranteeing any Secured
Debt without, so long as any such indebtedness shall be so secured,
securing the Senior Debt Securities of such series and any other
indebtedness of or guaranteed by the Company or any such Subsidiary then
entitled thereto equally and ratably with or, at the option of the Company,
prior to such Secured Debt. The foregoing restrictions are not applicable
to (i) any mortgage, security interest, pledge, lien or encumbrance on any
property hereafter acquired, improved or constructed by the Company or a
Subsidiary and created within 180 days after such acquisition (or, in the
case of property constructed or improved, within 180 days after the
completion and commencement of commercial operation of such property) to
secure or provide for the payment of all or any part of the purchase or
construction price of such property, (ii) any mortgage, security interest,
pledge, lien or encumbrance existing on property at the time of acquisition
by the Company or a Subsidiary, (iii) any mortgage, security interest,
pledge, lien or encumbrance existing on the property or on the outstanding
shares of indebtedness of a corporation at the time it becomes a Subsidiary
(but not created in anticipation of the transaction in which such
corporation becomes a Subsidiary), (iv) any mortgage, security interest,
pledge, lien or encumbrance on the property, shares or indebtedness of a
corporation existing at the time such corporation is merged or consolidated
with the Company or a Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation or firm as an entirety or
substantially as an entirety to the Company or a Subsidiary (but not
created in anticipation of any such transaction), (v) any mortgage,
security interest ,pledge, lien or encumbrance in favor of governmental
bodies to secure certain payments of indebtedness or (vi) extensions,
renewals or replacements of the foregoing. (Section 10.09 of the Senior
Indenture).

Notwithstanding the foregoing restrictions, the Company and any one or
more Subsidiaries may create, incur, assume or guarantee Secured Debt
(including, for purposes of this paragraph, pursuant to a transaction to
which the covenant described in the second sentence under "Consolidation,
Merger, Sale or Conveyance" applies) not otherwise permitted or excepted
without equally and ratably securing the Senior Debt to the extent that the
sum of (a) the amount of all Secured Debt then outstanding (other than
Secured Debt referred to in the immediately preceding paragraph and Secured
Debt deemed outstanding under the second sentence of "Consolidation,
Merger, Sale or Conveyance" in connection with which the Company secures
obligations on the Senior Debt Securities then outstanding in accordance
with the provisions of such second sentence after giving effect thereto)
plus (b) the amount of Attributable Debt in respect of Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions in respect of
which amounts equal to the Attributable Debt relating to the transactions
shall have been applied, within 180 days after the effective date of such
Sale and Leaseback Transaction, to the prepayment or retirement of Senior
Debt Securities or certain other indebtedness for money borrowed which was
recorded as Funded Debt of the Company or a Subsidiary and Sale and
Leaseback Transactions in which the property involved would have been
permitted to be subjected to a mortgage, security interest, pledge, lien or
encumbrance as described in the last sentence of the preceding paragraph),
does not at the time exceed the greater of 10% of Consolidated Net Tangible
Assets or $100 million. (Section 10.09 of the Senior Indenture)

Restrictions on Sale and Leaseback Transactions. Sale and Leaseback
Transactions by the Company or any Subsidiary of any Principal Property are
prohibited unless at the effective time of such Sale and Leaseback
Transaction (a) the Company or such Subsidiary would be entitled, without
equally and ratably securing the Senior Debt Securities, to incur Secured
Debt secured by a mortgage or security interest on the Principal Property
to be leased pursuant to "Restrictions on Secured Debt" above, or (b) the
Company or such Subsidiary would be entitled, without equally and ratably
securing the Senior Debt Securities, to incur Secured Debt in an amount at
least equal to the Attributable Debt in respect of such Sale and Leaseback
Transaction, or (c) the Company shall apply an amount equal to such
Attributable Debt, within 180 days after the effective date of such Sale
and Leaseback Transaction, to the prepayment or retirement of Senior Debt
Securities or certain other indebtedness for borrowed money which was
recorded as Funded Debt of the Company and its Subsidiaries, including the
prepayment or retirement of any mortgage, lien or other security interest
in such Principal Property existing prior to such Sale and Leaseback
Transaction. The aggregate principal amount of such Senior Debt Securities
or such other indebtedness required to be so retired will be reduced by the
aggregate principal amount of (a) any Senior Debt Securities delivered
within 180 days after the effective date of any such Sale and Leaseback
Transaction to the Trustee for retirement and (b) such other indebtedness
retired by the Company or a Subsidiary within 180 days after the effective
date of such Sale and Leaseback Transactions. (Section 10.11 of the Senior
Indenture)

PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES

Subordination. The indebtedness evidenced by the Subordinated Debt
Securities will be subordinate in right of payment to the extent set forth
in the Subordinated Indenture to all existing and future Senior
Indebtedness (as defined below) of the Company. Upon any distribution of
assets of the Company in any dissolution, winding down, liquidation or
reorganization of the Company (whether in an insolvency or bankruptcy
proceeding or otherwise), payment in full must be made on such Senior
Indebtedness before any payment is made on or in respect of the
Subordinated Debt Securities. Upon the happening and during the continuance
of a default in payment of principal of or sinking fund installments, if
any, due with respect to, or interest on, any Senior Indebtedness, no
payment of principal, interest or premium, if any, may be made by the
Company upon or in respect of the Subordinated Debt Securities unless and
until such default shall have been remedied, nor shall any such payment be
made if after giving effect, as if paid, to such payment any such default
would exist. No such subordination will prevent the occurrence of any Event
of Default. (Sections 13.02 and 13.03 of the Subordinated Indenture)

"Senior Indebtedness" means the principal of and premium, if any, and
interest (whether accruing before or after filing of any petition in
bankruptcy or any similar proceeding by or against the Company) on any
Indebtedness of the Company, whether outstanding on the date of issuance of
the applicable series of Subordinated Debt Securities or thereafter
incurred, assumed or guaranteed; excluding, however, (i) the Subordinated
Debt Securities, (ii) any Indebtedness of the Company which, 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 Subordinated Debt Securities.
"Indebtedness" means (1) any liability of any Person (a) for borrowed
money, (b) evidenced by a note, debenture or similar instrument (including
an obligation with or without recourse) issued in connection with the
acquisition (whether by way of purchase, merger, consolidation or
otherwise) of any business, real property or other assets (other than
inventory or similar property acquired in the ordinary course of business)
or (c) for the payment of money relating to a Capital Lease Obligation (as
defined in the Subordinated Indenture); (2) any liability of others
described in the preceding clause (1) which the Person has guaranteed or
which is otherwise its legal liability or (3) any amendment, renewal,
extension or refunding of any such liability.

The Indentures do not limit the amount of additional Indebtedness,
including Senior Indebtedness or Indebtedness ranking pari passu with the
Subordinated Debt Securities, which the Company or any Subsidiary can
create, incur, assume or guarantee. As a result of these subordination
provisions and the requirement that certain payments be paid over to
Holders of Senior Indebtedness, in the event of insolvency, Holders of the
Subordinated Debt Securities may recover less ratably than general
creditors of the Company. (Section 13.02 of the Subordinated Indenture)

DESCRIPTION OF CAPITAL STOCK

The following statements with respect to the capital stock of the
Company are subject to the detailed provisions of the Company's articles of
incorporation, as amended (the "Articles of Incorporation"), and by-laws,
as amended (the "By-Laws"). These statements do not purport to be complete,
or to give full effect to the provisions of statutory or common law, and
are subject to, and are qualified in their entirety by reference to, the
terms of the Articles of Incorporation and the By-Laws. The Articles of
Incorporation and the By-Laws are hereby incorporated herein by reference.

GENERAL

The authorized capital stock of the Company consists of 300,000,000
shares of Common Stock, par value $.50 per share, and 5,000,000 shares of
Preference Stock, par value $2.50 per share (the "Preference Stock"). The
Company's Articles of Incorporation authorize the Company's Board of
Directors (the "Board of Directors") to provide for the issuance, from time
to time, of series of Preference Stock, to establish the number of shares
to be included in any such series and to fix the designations, powers,
preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. No shares of
Preference Stock are outstanding as of the date hereof. However, 100,000
shares of Series B Junior Participating Preference Stock, par value $2.50
per share, of the Company (the "Junior Preference Stock") have been
authorized and reserved for issuance in connection with the preference
stock purchase rights (the "Rights") described in "Description of Rights
and Junior Preference Stock."

VOTING RIGHTS

Each holder of Common Stock is entitled to one vote for each share
registered in the holder's name on the books of the Company on all matters
submitted to a vote of shareholders. Except as otherwise provided by law,
the holders of Common Stock vote as one class. The shares of Common Stock
do not have cumulative voting rights. As a result, subject to the voting
rights, if any, of the holders of any shares of Preference Stock which may
at the time be outstanding, the holders of Common Stock entitled to
exercise more than 50% of the voting rights in an election of directors can
elect 100% of the directors to be elected in a particular year if they
choose to do so. In such event, the holders of the remaining Common Stock
voting for the election of directors will not be able to elect any persons
to the Board of Directors.

DIVIDEND RIGHTS

Subject to the rights of the holders of outstanding Preference Stock,
if any, the holders of Common Stock are entitled to such dividends as the
Board of Directors may declare out of funds legally available therefor.

LIQUIDATION RIGHTS AND OTHER PROVISIONS

Subject to the prior rights of creditors and the holders of
outstanding Preference Stock, if any, the holders of the Common Stock are
entitled in the event of liquidation, dissolution or winding up to share
pro rata in the distribution of all remaining assets.

The Common Stock is fully paid and is not liable to any calls or
assessments and is not convertible into any other securities. There are no
redemption or sinking fund provisions applicable to the Common Stock, and,
in accordance with the Rhode Island Business Corporation Act and the
Articles of Incorporation, there are no preemptive rights.

BankBoston, N.A. acts as transfer agent and registrar for the
Common Stock.

DIRECTORS' LIABILITY

The Articles of Incorporation provide that, to the fullest extent
permitted by the Rhode Island Business Corporation Act, a director of the
Company shall not be personally liable to the Company or its shareholders
for monetary damages for any breach of the director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock purchases or (iv) for any transaction from which the director derived
an improper personal benefit (other than such transactions permitted under
Section 7-1.1-37 of the Rhode Island Business Corporation Act). In
addition, the By-Laws include certain provisions whereby directors and
officers of the Company generally shall be indemnified against certain
liabilities to the fullest extent permitted or required by the Rhode Island
Business Corporation Act.

CERTAIN ANTI-TAKEOVER PROVISIONS

The provisions of the Articles of Incorporation summarized in the
succeeding paragraphs could have an anti-takeover effect. These provisions
are intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors. They may, however, delay, defer or prevent a tender
offer or takeover attempt that a shareholder might consider in such
shareholder's best interest, including those attempts that might result in
a premium over the market price for the shares held by shareholders.

The Board of Directors is divided into three classes that are elected
for staggered three-year terms. Directors can be removed from office only
for cause and, with certain exceptions, only with the approval of a
majority vote of the entire Board of Directors or by the affirmative vote
of holders of a majority of the then outstanding shares of capital stock of
the Company entitled to vote for such directors. Vacancies on the Board of
Directors may be filled only by the remaining directors and not by the
shareholders.

Pursuant to the Articles of Incorporation, the Board of Directors by
resolution may establish one or more series of Preference Stock having such
number of shares, designation, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations as may be fixed
by the Board of Directors without any further shareholder approval. Such
rights, preferences, privileges and limitations as may be established could
have the effect of impeding or discouraging the acquisition of control of
the Company.

The Articles of Incorporation also provide that any action required or
permitted to be taken by the shareholders of the Company may be effected
only at an annual or special meeting of shareholders, or by the unanimous
written consent of shareholders.

The Articles of Incorporation require (i) an 80% vote of all
outstanding Company shares entitled to vote, including a majority vote of
all disinterested shareholders, (ii) the approval of a majority of the
entire Board of Directors, including the affirmative vote of a majority of
the "Continuing Directors" (as defined in the Articles of Incorporation),
and (iii) the satisfaction of certain procedural requirements which are
intended to assure that shareholders are treated fairly under the
circumstances, in order to approve certain extraordinary corporate
transactions (such as a merger, consolidation or sale of all or
substantially all assets) with an Interested Person. The 80% vote will not
be required and, in accordance with the Rhode Island Business Corporation
Act, only a majority vote of shareholders will generally be required if
such a transaction is approved by a majority of the entire Board of
Directors, including the affirmative vote of at least two-thirds of the
Continuing Directors.

The Rights attach to all certificates representing outstanding shares
of Common Stock and will attach to any shares of Common Stock which are
issued by the Company upon conversion of any Convertible Debt Securities.
The Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (other than as
described below) has acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person (other than the
Company, any subsidiary of the Company or any employee benefit plan of the
Company or any subsidiary) becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in a Person becoming
an Acquiring Person. The term "Acquiring Person" does not include the
Company, any subsidiary of the Company, any employee benefit plan of the
Company or of any subsidiary or the Hassenfeld Group (which includes the
Chairman and Chief Executive Officer of the Company, a director of the
Company and certain other members of the Hassenfeld Family and certain
related entities).

The Rights are not exercisable until the Distribution Date, if any,
and will expire on June 30, 1999 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier
exchanged or redeemed by the Company, in each case, as described below.

In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of the consolidated assets
or earning power is sold, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive upon exercise
that number of shares of Common Stock having a market value of two times
the exercise price of the Right. From and after the occurrence of such
event, any Rights that are or were acquired or beneficially owned by any
Acquiring Person (or any Associate or Affiliate) shall be void and any
holder of such Rights shall thereafter have no right to exercise such
Rights.

At any time after a person becomes an Acquiring Person and prior to
the acquisition by a person or group of 50% or more of the outstanding
shares of Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock per
Right (subject to adjustment).

At any time prior to the time at which there is an Acquiring Person,
the Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.00444 per Right. The redemption of the Rights may be made
effective at such time on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate,
and the only right of the holders of Rights will be to receive the
Redemption Price.

The Board of Directors has the ability, after the Rights become
exercisable for Common Stock, to substitute a Common Stock equivalent
Preference Stock in the event the Company is not able to authorize
sufficient shares of Common Stock. In addition, there is an exception to
the provisions governing the triggering of the Rights that would exempt a
person or group that the Board of Directors determines in good faith would
otherwise have triggered the Rights inadvertently, so long as the person or
group, as promptly as practicable, divests sufficient stock to bring its
ownership below the triggering threshold.

The terms of the Rights may be amended by the Company without the
consent of the holders of the Rights, including an amendment to lower the
threshold for exercisability of the Rights from 20% to not less than 10%;
provided, however, that if any Person becomes an Acquiring Person, the
Rights may not be amended in any manner that would adversely affect the
interests of the holders of the Rights. In addition, if any Person then
beneficially owns in excess of 10% of the shares of Common Stock of the
Company, any such amendment shall provide that any such Person shall not
become an Acquiring Person and no Distribution Date shall occur as a result
of any such Person's beneficial ownership of Common Stock shares, unless,
in any such case, any such Person shall thereafter become the beneficial
owner of either (i) an additional 1% of the shares of the Common Stock of
the Company then outstanding or (ii) 20% or more of the shares of Common
Stock of the Company then outstanding (provided that if a Person becomes
the Beneficial Owner of 20% or more of the shares of Common Stock of the
Company then outstanding by reason of share purchases by the Company, this
condition shall be deemed not to be satisfied as long as such Person does
not thereafter become the Beneficial Owner of any additional shares of
Common Stock).

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.

JUNIOR PREFERENCE STOCK

In connection with the Rights Agreement, 100,000 shares of Junior
Preference Stock have been reserved and authorized for issuance by the
Board of Directors. No shares of Junior Preference Stock are outstanding as
of the date of this Prospectus. The following statements with respect to
the Junior Preference Stock do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, the detailed
provisions of the Articles of Incorporation and the Certificate of
Designation relating to the Junior Preference Stock (the "Certificate of
Designation"), which is incorporated herein by reference. Capitalized terms
used herein and not otherwise defined shall have the meanings given to them
in the Certificate of Designation.

Shares of Junior Preference Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Junior Preference Stock will
be entitled to a minimum preferential quarterly dividend payment of $10 per
share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation,
the holders of the Junior Preference Stock will be entitled to a minimum
preferential liquidation payment of $1,000 per share but will be entitled
to an aggregate payment of 1,000 times the payment made per share of Common
Stock. Each share of Junior Preference Stock will have 1,000 votes, voting
together with the Common Stock. In the event of any merger, consolidation
or other transaction in which shares of Common Stock are exchanged, each
share of Junior Preference Stock will be entitled to receive 1,000 times
the amount received per share of Common Stock. These rights are subject to
proportionate adjustment in the event of certain stock splits,
recombinations and other events.

PLAN OF DISTRIBUTION

General. The Company may sell Debt Securities directly or to or
through one or more underwriters, agents or dealers who will be named in
the Prospectus Supplement or an underwriting syndicate, represented by one
or more managing underwriters, that would be named in the Prospectus
Supplement relating to an issue of Offered Debt Securities.

The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

In connection with underwritten offerings of the Debt Securities and
in accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise
affect the market price of the Debt Securities at levels above those which
might otherwise prevail in the open market, including by entering
stabilizing bids, effecting syndicate covering transactions or imposing
penalty bids. A stabilizing bid means the placing of any bid, or the
effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security. A syndicate covering transaction means
the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection
with the offering. A penalty bid means an arrangement that permits the
managing underwriter to reclaim a selling concession from a syndicate
member in connection with the offering when Debt Securities originally sold
by such syndicate member are purchased in syndicate covering transactions.
Such transactions may be effected in the over-the-counter market or
otherwise. Underwriters are not required to engage in any of these
activities. Any such activities, if commenced, may be discontinued at any
time.

In connection with the sale of Debt Securities to underwriters,
underwriters may receive compensation in the form of discounts, concessions
or commissions from the Company or from purchasers of Debt Securities for
whom they may act as agents. Underwriters and dealers that participate in
the distribution of Debt Securities may be deemed to be underwriters, and
any discounts or commissions received by them and any profit on the resale
of Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the "Act"). Any
such underwriter will be identified, and any such compensation will be
described, in the Prospectus Supplement.

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

Under agreements which may be entered into by the Company,
underwriters, agents and dealers who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Act, or to
contribution with respect to payments which such underwriters, dealers, or
agents may be required to make in respect thereof. Such underwriters,
dealers or agents may engage in transactions with, or perform services for,
the Company in the ordinary course of business.

The Debt Securities are a new issue of securities with no established
trading market. In the event that Debt Securities of a series offered
hereunder are not listed on a national securities exchange, certain
broker-dealers may make a market in the Debt Securities, but will not be
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make
a market in the Debt Securities of any series or as to the liquidity of the
trading market for the Debt Securities. Any such market making may be
discontinued at any time.

LEGAL MATTERS

The validity of the Offered Debt Securities will be passed upon for
the Company by Phillip H. Waldoks, Senior Vice President - Corporate Legal
Affairs and Secretary of the Company. Mr. Waldoks has options to purchase
108,512 shares of Common Stock granted under the Company's employee stock
option plans. Certain legal matters with respect to the Offered Debt
Securities will be passed upon for any underwriters, dealers or agents by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Mr. Waldoks
and Skadden, Arps, Slate, Meagher & Flom LLP will rely, as to matters of
Rhode Island law, on the opinion of Cynthia S. Reed, Senior Vice President
and General Counsel of the Company. Ms. Reed owns 710 shares of Common
Stock and has options to purchase 49,937 shares of Common Stock granted
under the Company's employee stock option plans.

EXPERTS

The consolidated financial statements incorporated by reference and
schedule included in the Annual Report on Form 10-K of the Company for the
fiscal year ended December 28, 1997 incorporated by reference herein and
elsewhere in the Registration Statement, have been incorporated by
reference herein and in the Registration Statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, will be paid by the Registrant and are:

Filing Fee for Registration Statement........................$118,000
Rating Agency Fees.......................................... 200,000
Legal Fees and Expenses..................................... 25,000
Accounting Fees and Expense................................. 50,000
Printing and Engraving Fees................................. 35,000
Trustees' Fees.............................................. 12,000
Miscellaneous............................................... 12,000
Total..................................................$450,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is incorporated in Rhode Island. Under Section
7-1.1- 4.1 of the Rhode Island Business Corporation Act, a Rhode Island
corporation has the power, under specified circumstances, to indemnify its
officers, directors, employees and agents against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees,
actually incurred by them in connection with any proceeding to which such
persons were made parties by reason of the fact that such persons are or
were directors, officers, employees or agents, if (a) such persons shall
have acted in good faith, (b) they reasonably believed that their actions
were in the best interests of the corporation (if such proceeding involves
conduct in an official capacity with the corporation) or not opposed to the
best interests of the corporation (if such proceeding involves conduct
other than in an official capacity with the corporation), and (c) in
criminal proceedings, they had no reasonable cause to believe that their
conduct was unlawful. The foregoing statement is subject to the detailed
provisions of 7-1.1-4.1 of the Rhode Island Business Corporation Act.

Article X of the By-Laws of the Registrant provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation
Act.

Section 7-1.1-48 of the Rhode Island Business Corporation Act provides
that articles of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 7-1.1-43 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends or distribution
on, capital stock) of the Rhode Island Business Corporation Act, or (iv)
for any transaction from which the director derived an improper personal
benefit (unless said transaction is permitted by Section 7-1.1-37.1
(relating to director conflicts of interest) of the Rhode Island Business
Corporation Act). Article Thirteenth of the Registrant's Articles of
Incorporation contains such a provision.

Section 7-1.1-4.1(j) of the Rhode Island Business Corporation
Act empowers a Rhode Island corporation to purchase and maintain insurance
on behalf of its current and prior directors, officers, employees and
agents against any liability incurred or asserted against them as a result
of their official capacities, whether or not the corporation would have the
power to indemnify such person against the insured liability under the
provisions of such Section. The Registrant has a directors and officers
liability insurance policy.

The Registrant has entered into an indemnification agreement
with each of its directors, whereby the Registrant has agreed to indemnify
each such director for amounts which the director is legally obligated to
pay, including judgments, settlements of fines (including certain related
expenses to be advanced by the Registrant), due to any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement or other
act or omission by a director in his capacity as a director, excluding
claims (a) covered by the Registrant's directors and officers liability
insurance policy, (b) for which the director is otherwise indemnified or
reimbursed, (c) relating to certain judgments or adjudications under which
the director is liable for breaches of duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct or involving knowing
violations of law, actions or certain transactions from which the director
derives an improper personal benefit, (d) relating to the director's
liability for accounting for profits under Section 16 of the Securities
Exchange Act of 1934, as amended, (e) in respect of remuneration, if found
unlawful, and (f) as to which a final and non-appealable judgement has
determined that payment to the director thereunder is unlawful.

In addition, the Underwriting Agreement will provide for
indemnification of directors and officers of the Registrant under certain
circumstances.

ITEM 16. LIST OF EXHIBITS

The following Exhibits are filed as part of this Registration
Statement:

1.1 Form of Underwriting Agreement.

3.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit (c)(2) to the
Company's Current Report on Form 8-K, dated July
15, 1993, File No. 1-6682.)

3.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit (3) to the
Company's Current Report on Form 8-K, dated February
16, 1996, File No. 1-6682.)

4.1 Form of the Indenture between Registrant and a banking
institution, as trustee, relating to Senior
Debt Securities.***

4.2 Form of the Indenture between Registrant and a
banking institution, as trustee, relating to
Subordinated Debt Securities.***

4.3 Rights Agreement dated June 4, 1989 between the
Company and BankBoston, N.A. (formerly named The First
National Bank of Boston) (incorporated by reference to
Exhibit 1 to the Company's Form 8-A dated June 12,
1989, as amended by the Company's Form 8 dated
September 7, 1990.)

5.1+ Opinion of Phillip H. Waldoks, Senior Vice
President - Corporate Legal Affairs and Secretary of the
Company.

12.1+ Calculation of Ratio of Earnings to Fixed Charges.

23.1 Consent of KPMG Peat Marwick LLP.

24.2+ Consent of Phillip H. Waldoks, Senior Vice President
Corporate Legal Affairs and Secretary of the Company
(included as part of Exhibit 5.1).

- --------------
*** The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an
exhibit to a report on Form 8-K and incorporated herein by
reference.

+ To be filed by Amendment.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

(i) to include any prospectus required by Section 10(a)(3)
of the Act:

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

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") that
are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 hereby which remain unsold
at the termination of the offering.

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

5. 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 of 1939, as amended (the "Trust Indenture Act") in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 against the Registrant 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.

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 Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pawtucket, State
of Rhode Island, on the 22nd day of June, 1998.

HASBRO, INC.

By: *
----------------------------------
Alan G. Hassenfeld
Chairman of the Board
and Chief Executive Officer

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

Signature Title Date
--------- ----- ----

*
______________________________ Chairman of the Board, June 22, 1998
ALAN G. HASSENFELD President, Chief Executive
Officer and Director
(Principal Executive
Officer)

*
_____________________________ Executive Vice President June 22, 1998
JOHN T. O'NEILL and Chief Financial Officer
(Principal Financial and
Accounting Officer)

*
_____________________________ Director June 22, 1998
ALAN R. BATKIN

*
_____________________________ Director June 22, 1998
HAROLD P. GORDON

*
_____________________________ Director June 22, 1998
ALEX GRASS

_____________________________ Director
SYLVIA K. HASSENFELD

*
_____________________________ Director June 22, 1998
MARIE-JOSEE KRAVIS

*
_____________________________ Director June 22, 1998
CLAUDINE B. MALONE

*
_____________________________ Director June 22, 1998
MORRIS W. OFFIT

*
_____________________________ Director June 22, 1998
NORMA T. PACE

*
_____________________________ Director June 22, 1998
E. JOHN ROSENWALD, JR.

*
_____________________________ Director June 22, 1998
CARL SPIELVOGEL

*
_____________________________ Director June 22, 1998
PRESTON ROBERT TISCH

*
_____________________________ Director June 22, 1998
ALFRED J. VERRECCHIA

_____________________________ Director
PAUL WOLFOWITZ

* Phillip H. Waldoks, pursuant to Powers of Attorney (executed by each
of the officers and directors indicated above and filed as part of
the registrant's Registration Statement, filed on January 12, 1998,
Reg. No. 333-44101), by signing his name hereto does hereby sign and
execute this Amendment No. 1 to Form S-3 Registration Statement Under
the Securities Act of 1933 on behalf of each such officer and
director.

/s/ Phillip H. Waldoks
-------------------------------
Phillip H. Waldoks

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

HASBRO, INC.
(Exact name of registrant as specified in its charter)

Rhode Island 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

E X H I B I T S

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

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
1.1 Form of Underwriting Agreement.

3.1 Restated Articles of Incorporation of
the Company (incorporated by reference
to Exhibit (c)(2) to the Company's
Current Report on Form 8-K, dated July
15, 1993, File No. 1-6682.)

3.2 Amended and Restated Bylaws of the
Company (incorporated by reference to
Exhibit (3) to the Company's Current
Report on Form 8-K, dated February 16,
1996, File No. 1-6682.)

4.1 Form of the Indenture between
Registrant and a banking institution,
as trustee, relating to Senior Debt
Securities.*

4.2 Form of the Indenture between
Registrant and a banking institution,
as trustee, relating to Subordinated
Debt Securities.*

4.3 Rights Agreement dated June 4, 1989
between the Company and BankBoston,
N.A. (formerly named The First
National Bank of Boston) (incorporated
by reference to Exhibit 1 to the
Company's Form 8-A dated June 12,
1989, as amended by the Company's Form
8 dated September 7, 1990.)

5.1+ Opinion of Phillip H. Waldoks, Senior
Vice President - Corporate Legal
Affairs and Secretary of the Company.

12.1+ Calculation of Ratio of Earnings to
Fixed Charges.

23.1 Consent of KPMG Peat Marwick LLP.

24.2+ Consent of Phillip H. Waldoks, Senior
Vice President - Corporate Legal
Affairs and Secretary of the Company
(included as part of Exhibit 5.1).

- ---------------
+ To be filed by Amendment

* The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit
to a report on Form 8-K and incorporated herein by reference.

Exhibit 1.1

HASBRO, INC.

UNDERWRITING AGREEMENT

Hasbro, Inc., a Rhode Island corporation ("Company"), proposes to
issue and sell from time to time certain of its debt securities registered
under the registration statement referred to in Section 1(a) ("Registered
Securities"). The Registered Securities, which consist of senior debt
securities ("Senior Securities") and subordinated debt securities
("Subordinated Securities"), will be issued under an indenture relating to
the Senior Securities, between the Company and a banking institution as
trustee, and an indenture relating to the Subordinated Securities, between
the Company and a banking institution, as trustee (each such indenture, as
amended or supplemented from time to time, the applicable indenture or
both, as the context may require, being hereinafter referred to as the
"Indenture", and each such trustee, the applicable trustee or both, as the
context may require, being hereinafter referred to as the "Trustee") in one
or more series, which series may vary as to interest rates, maturities,
redemption provisions, convertibility, selling prices and other terms, with
all such terms for any particular series of the Registered Securities being
determined at the time of sale. Particular series of the Registered
Securities will be sold pursuant to a Terms Agreement referred to in
Section 2, for resale in accordance with terms of offering determined at
the time of sale.

The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities". The firm or firms which agree
to purchase the Securities are hereinafter referred to as the "Underwriters"
of such Securities, and the representative or representatives of the
Underwriters, if any, specified in a Terms Agreement referred to in Section
2 are hereinafter referred to as the "Representatives"; provided, however,
that if the Terms Agreement does not specify any representative of the
Underwriters, the term "Representatives", as used in this Agreement (other
than in Sections 1(b), 4(b), 5 and 6 and the second sentence of Section 2),
shall mean the Underwriters.

1. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

(a) A registration statement (No. 333-44101), including a
prospectus, relating to the Registered Securities and the shares
of the Company's common stock, par value $0.50 per share ("Common
Stock"), including the associated preferred stock purchase
rights, into which the Registered Securities may be convertible
has been filed with the Securities and Exchange Commission (the
"Commission") and has become effective. Such registration
statement, as amended at the time of any Terms Agreement referred
to in Section 2, is hereinafter referred to as the "Registration
Statement", and the prospectus included in such Registration
Statement, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) ("Rule 424(b)") under the Securities
Act of 1933, as amended (the "Act"), including all material
incorporated by reference therein, is hereinafter referred to as
the "Prospectus". For the purposes of this Agreement, a
prospectus supplement shall be deemed to have supplemented the
Prospectus to reflect the terms of the Securities and the terms
of the offering thereof only with respect to the offering of
Securities to which such supplement relates.

(b) On the effective date of the registration statement
relating to the Registered Securities, such registration
statement conformed in all respects to the requirements of the
Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act")
and the rules and regulations of the Commission (the "Rules and
Regulations") and did not include any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and, on the date of each Terms Agreement referred to
in Section 2, the Registration Statement and the Prospectus will
conform in all respects to the requirements of the Act, the Trust
Indenture Act and the Rules and Regulations, and neither of such
documents will include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except
that the foregoing does not apply to statements in or omissions
from (i) any of such documents based upon written information
furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein or (ii)
that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification under the Trust
Indenture Act (Form T-1) of either Trustee.

(c) The accountants who certified the financial statements
included in the Registration Statement are independent public
accountants as required by the Act and the Rules and Regulations.

(d) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Rhode Island, with corporate power and authority to own
or lease its properties and conduct its business as described in
the Registration Statement. Each of the subsidiaries of the
Company which are "Significant Subsidiaries" as defined in
Regulation S-X (collectively, the "Subsidiaries") has been duly
organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
with corporate power and authority to own or lease its properties
and conduct its business as described in the Registration
Statement. The Company and each of the Subsidiaries are duly
qualified to transact business in all jurisdictions in which the
conduct of their business requires such qualification, except
where the failure to be so qualified would not have a material
adverse effect on the Company. Except as may be set forth on
Schedule 1(d) to this Agreement, the outstanding shares of
capital stock of each of the Subsidiaries have been duly
authorized and validly issued, are fully paid and non-assessable
and owned by the Company or another Subsidiary free and clear of
all liens, encumbrances and equities and claims, and no options,
warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligations
into shares of capital stock or ownership interests in the
Subsidiaries are outstanding.

(e) The outstanding shares of common stock of the Company
have been duly authorized and validly issued and are fully paid
and non-assessable. Neither the filing of the Registration
Statement nor the offering or sale of the Securities as
contemplated by this Agreement gives rise to any rights, other
than those which have been waived or satisfied, for or relating
to the registration of any securities of the Company.

2. Purchase and Offering of Securities. The obligation of the
Underwriters to purchase the Securities will be evidenced by an exchange of
telegraphic or other written communications (the "Terms Agreement") at the
time the Company determines to sell the Securities. The Terms Agreement
will incorporate by reference the provisions of this Agreement, except as
otherwise provided therein, and will specify the firm or firms which will
be Underwriters, the names of any Representatives, the principal amount to
be purchased by each Underwriter, and the purchase price to be paid by the
Underwriters and the terms of the Securities not already specified in the
Indenture, including, but not limited to, rank, interest rate, maturity,
any redemption provisions, any sinking fund requirements, any
convertibility provisions and whether any of the Securities may be sold to
institutional investors pursuant to Delayed Delivery Contracts (as defined
below). The Terms Agreement will also specify the time and date of
delivery and payment (such time and date, or such other time not later than
seven full business days thereafter as the Representatives and the Company
agree as the time for payment and delivery, being herein and in the Terms
Agreement referred to as the "Closing Date"), the place of delivery and
payment and any details of the terms of offering that should be reflected
in the prospectus supplement relating to the offering of the Securities.
The obligations of the Underwriters to purchase the Securities will be
several and not joint. It is understood that the Underwriters propose to
offer the Securities for sale as set forth in the Prospectus. The
Securities delivered to the Underwriters on the Closing Date will be in
definitive fully registered form, in such denominations and registered in
such names as the Underwriters may request.

If the Terms Agreement provides for sales of Securities pursuant
to delayed delivery contracts, the Company authorizes the Underwriters to
solicit offers to purchase Securities pursuant to delayed delivery
contracts substantially in the form of Annex I attached hereto (the
"Delayed Delivery Contracts") with such changes therein as the Company may
authorize or approve. 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. On the Closing Date the Company will pay, as
compensation to the Representatives for the accounts of the Underwriters,
the fee set forth in such Terms Agreement in respect of the principal
amount of Securities to be sold pursuant to Delayed Delivery Contracts (the
"Contract Securities"). The Underwriters will not have any responsibility
in respect of the validity or the performance of Delayed Delivery
Contracts. If the Company executes and delivers Delayed Delivery
Contracts, the Contract Securities will be deducted from the Securities to
be purchased by the several Underwriters and the aggregate principal amount
of Securities to be purchased by each Underwriter will be reduced pro rata
in proportion to the principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the extent that the
Representatives determine that such reduction shall be otherwise than pro
rata and so advise the Company. The Company will advise the
Representatives not later than the business day prior to the Closing Date
of the principal amount of Contract Securities.

3. Certain Agreements of the Company. The Company agrees with
the several Underwriters that it will furnish to Skadden, Arps, Slate,
Meagher & Flom LLP ("Skadden, Arps"), counsel for the Underwriters, one
signed copy of the registration statement relating to the Registered
Securities, including all exhibits, in the form it became effective and of
all amendments thereto and that, in connection with each offering of
Securities:

(a) The Company will file the Prospectus with the
Commission pursuant to and in accordance with subparagraph (2)
(or, if applicable and if consented to by the Representatives,
subparagraph (5)) of Rule 424(b) not later than the second
business day following the execution and delivery of the Terms
Agreement.

(b) The Company will advise the Representatives promptly of
any proposal to amend or supplement the Registration Statement or
the Prospectus and will afford the Representatives a reasonable
opportunity to comment on any such proposed amendment or
supplement; and the Company will also advise the Representatives
promptly of the filing of any such amendment or supplement and of
the institution by the Commission of any stop order proceedings
in respect of the Registration Statement or of any part thereof
and will use its best efforts to prevent the issuance of any such
stop order and to obtain as soon as possible its lifting, if
issued.

(c) 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 Prospectus as then amended or
supplemented would include an 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 is necessary at any time
to amend the Prospectus to comply with the Act, the Company
promptly will prepare and file with the Commission an amendment
or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither the
Representatives' consent to, nor the Underwriters' delivery of,
any such amendment or supplement shall constitute a waiver of any
of the conditions set forth in Section 4.

(d) As soon as practicable, but not later than 16 months,
after the date of each Terms Agreement, the Company will make
generally available to its security holders an earnings statement
covering a period of at least 12 months beginning after the
latest of (i) the effective date of the registration statement
relating to the Registered Securities, (ii) the effective date of
the most recent post-effective amendment to the Registration
Statement to become effective prior to the date of such Terms
Agreement and (iii) the date of the Company's most recent Annual
Report on Form 10-K filed with the Commission prior to the date
of such Terms Agreement, which will satisfy the provisions of
Section 11(a) of the Act.

(e) The Company will furnish to the Representatives copies
of the Registration Statement, including all exhibits, any
related preliminary prospectus, any related preliminary
prospectus supplement, the Prospectus and all amendments and
supplements to such documents, in each case as soon as available
and in such quantities as are reasonably requested.

(f) The Company will arrange for the qualification of the
Securities for sale and the determination of their eligibility
for investment under the laws of such states and other
jurisdictions of the United States as the Representatives
designate and will continue such qualifications in effect so long
as required for the distribution.

(g) During the period of three years after the date of any
Terms Agreement, the Company will furnish to the Representatives
and, upon request, to each of the other Underwriters, if any, as
soon as practicable after the end of each fiscal year, a copy of
its annual report to shareholders for such year; and the Company
will furnish to the Representatives (i) as soon as available, a
copy of each report or definitive proxy statement of the Company
filed with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act") or mailed to shareholders,
and (ii) from time to time, such other information concerning the
Company as the Representatives may reasonably request.

(h) The Company will pay all expenses incident to the
performance of its obligations under this Agreement and will
reimburse the Underwriters for any expenses (including reasonable
fees and disbursements of counsel) incurred by them in connection
with qualification of the Registered Securities for sale and
determination of their eligibility for investment under the laws
of such states and other jurisdictions of the United States as
the Representatives may designate and the printing of memoranda
relating thereto, for any fees charged by investment rating
agencies for the rating of the Securities, for the filing fee, if
any, of the National Association of Securities Dealers, Inc.
relating to the Registered Securities and for expenses incurred
in distributing the Prospectus, any preliminary prospectuses and
any preliminary prospectus supplements to Underwriters.

(i) If the securities are not convertible into Common
Stock, for a period beginning at the time of execution of the
Terms Agreement and ending on the Closing Date, without the prior
consent of the Representatives, the Company will not offer, sell,
contract to sell or otherwise dispose of any debt securities
issued or guaranteed by the Company and having a maturity of more
than one year from the date of issue and denominated in United
States dollars or in any currency or unit thereof in which the
Securities are denominated.

4. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the
Securities will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the
statements of Company officers made pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and to the
following additional conditions precedent:

(a) The Prospectus shall have been filed with the
Commission in accordance with the Rules and Regulations and
Section 3(a) of this Agreement. No stop order suspending the
effectiveness of the Registration Statement or of any part
thereof shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, shall be contemplated by the
Commission.

(b) Subsequent to the execution of the Terms Agreement,
there shall not have occurred: (i) any change, or any development
involving a prospective change, in or affecting particularly the
business, properties or results of operations of the Company or
its subsidiaries which, in the judgment of a majority in interest
of the Underwriters, including any Representatives, materially
impairs the investment quality of the Securities or the
Registered Securities; (ii) any downgrading in the rating of any
debt securities or stock of the Company by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), or any public
announcement that any such organization has under surveillance or
review its rating of any debt securities or stock of the Company
(other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading,
of such rating); (iii) any suspension or limitation of trading in
securities generally on the American Stock Exchange or London
Stock Exchange, or any setting of minimum prices for trading on
such exchanges, or any suspension of trading of any securities of
the Company on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by Federal or New York
authorities; or (v) any outbreak or escalation of major
hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters, including any
Representatives, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the sale of and payment
for the Securities.

(i) an opinion, dated the Closing Date, with respect
to New York, Delaware corporate and federal securities law,
of Phillip H. Waldoks, Senior Vice President - Corporate
Legal Affairs and Secretary of the Company, to the effect
that:

(A) the Company and its "significant
subsidiaries," as defined in Regulation S-X and in any
event including Hasbro International, Inc., a Delaware
corporation ("Significant Subsidiaries"), have been
duly incorporated and are existing corporations in good
standing under the laws of the jurisdictions in which
they are incorporated, as the case may be, with
corporate power and authority to own their properties
and conduct their business as described in the
Prospectus; the Company and the Significant
Subsidiaries are duly qualified to do business as a
foreign corporation in good standing in every other
jurisdiction in which the failure to qualify or be in
good standing would have a material adverse effect upon
the Company and its subsidiaries taken as a whole;
except as may be set forth on Schedule 1(d) to this
Agreement, all of the outstanding capital stock of each
Significant Subsidiary has been duly authorized and
validly issued and is owned by the Company directly or
through one or more subsidiaries, free and clear of all
liens, encumbrances, options, warrants, preemptive
rights or other rights of others;

(B) the Indenture has been duly authorized,
executed and delivered by the Company and has been duly
qualified under the Trust Indenture Act; the
Securities have been duly authorized; the Securities,
other than any Contract Securities, have been duly
executed, authenticated, issued and delivered; the
Indenture and the Securities other than any Contract
Securities constitute, and any Contract Securities,
when executed, authenticated, issued and delivered in
the manner provided in the Indenture and sold pursuant
to Delayed Delivery Contracts, will constitute, valid
and legally binding obligations of the Company entitled
to the benefit of the Indenture and enforceable against
the Company 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; and the
Securities other than any Contract Securities conform,
and any Contract Securities, when so issued and
delivered and sold, will conform, to the description
thereof contained in the Prospectus;

(C) if the Securities are to be convertible into
Common Stock, the Securities other than any Contract
Securities are, and any Contract Securities, when
executed, authenticated, issued and delivered in the
manner provided in the Indenture and sold pursuant to
Delayed Delivery Contracts, will be, convertible into
Common Stock of the Company in accordance with the
terms of the Indenture; the shares of such Common Stock
initially issuable and/or deliverable upon conversion
of the Securities have been duly authorized and, if
hitherto unissued, reserved for issuance upon such
conversion and, when issued and/or delivered upon such
conversion, will be validly issued, fully paid and
nonassessable; the outstanding shares of such Common
Stock have been duly authorized and validly issued, are
fully paid and nonassessable and conform to the
description thereof contained in the Prospectus; and
the shareholders of the Company have no statutory or,
to such counsel's best knowledge, other preemptive
rights with respect to the Securities or the Common
Stock;

(D) no consent, approval, authorization or order
of, or filing with, any governmental agency or body or
any court is required for the consummation of the
transactions contemplated by the Terms Agreement
(including the provisions of this Agreement) in
connection with the issuance or sale of the Securities
by the Company, except such as have been obtained and
made under the Act and the Trust Indenture Act and such
as may be required under state securities or "Blue Sky"
laws;

(E) the execution, delivery and performance of
the Indenture, the Terms Agreement (including the
provisions of this Agreement) and any Delayed Delivery
Contracts and the issuance and sale of the Securities
and compliance with the terms and provisions thereof
will not result in a breach or violation of any of the
terms and provisions of, or constitute a default under,
(i) any statute, any rule, regulation or order of any
governmental agency or body or any court having
jurisdiction over the Company or any jurisdiction over
the Company or any subsidiary of the Company or any of
their properties (it being understood that such counsel
need express no opinion regarding state securities or
"Blue Sky" laws), (ii) the charter or by-laws of the
Company or any such subsidiary, or (iii) any material
agreement or instrument to which the Company or any
such subsidiary is a party or by which the Company or
any such subsidiary is bound or to which any of the
properties of the Company or any such subsidiary is
subject; and the Company has full corporate power and
authority to authorize, issue and sell the Securities
as contemplated by the Terms Agreement (including the
provisions of this Agreement);

(F) the Registration Statement has become
effective under the Act, the Prospectus was filed with
the Commission pursuant to the subparagraph of Rule
424(b) specified in such opinion on the date specified
therein, and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of
the Registration Statement or of any part thereof has
been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under
the Act, and the registration statement relating to the
Registered Securities, as of its effective date, the
Registration Statement and the Prospectus, as of the
date of the Terms Agreement, and any amendment or
supplement thereto, as of its date, complied as to form
in all material respects with the requirements of the
Act, the Trust Indenture Act and the Rules and
Regulations; such counsel has no reason to believe that
such registration statement, as of its effective date,
the Registration Statement or the Prospectus, as of the
date of the Terms Agreement, or any such amendment or
supplement, as of its date, 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; the descriptions in the Registration
Statement and Prospectus of statutes, legal and
governmental proceedings and contracts and other
documents are accurate and fairly present the
information required to be shown; and such counsel does
not know of any legal or government proceeding required
to be described in the Prospectus which are not
described as required or of any contracts or documents
of a character required to be described in the
Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement which are not
described and filed as required; it being understood
that such counsel need express no opinion as to the
financial statements or other financial data contained
in the Registration Statement or the Prospectus or any
part of the Registration Statement that shall
constitute Form T-1; and

(G) the Terms Agreement (including the provisions
of this Agreement) and any Delayed Delivery Contracts
have been duly authorized, executed and delivered by
the Company.

(ii) an opinion, dated the Closing Date, with respect
to Rhode Island law, of Cynthia S. Reed, Senior Vice
President and General Counsel of the Company, to the effect
that:

(B) the Indenture has been duly authorized,
executed and delivered by the Company; the Securities
have been duly authorized; the Securities, other than
any Contract Securities, have been duly executed,
authenticated, issued and delivered; the Indenture and
the Securities other than any Contract Securities
constitute, and any Contract Securities, when executed,
authenticated, issued and delivered in the manner
provided in the Indenture and sold pursuant to Delayed
Delivery Contracts, will constitute, valid and legally
binding obligations of the Company entitled to the
benefit of the Indenture and enforceable against the
Company 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;

(C) if the Securities are to be convertible into
Common Stock, the Securities other than any Contract
Securities are, and any Contract Securities, when
executed, authenticated, issued and delivered in the
manner provided in the Indenture and sold pursuant to
Delayed Delivery Contracts, will be, convertible into
Common Stock of the Company in accordance with the
terms of the Indenture; the shares of such Common Stock
initially issuable and/or deliverable upon conversion
of the Securities have been duly authorized and, if
hitherto unissued, reserved for issuance upon such
conversion and, when issued and/or delivered upon such
conversion, will be validly issued, fully paid and
nonassessable; the outstanding shares of such Common
Stock have been duly authorized and validly issued and
are fully paid and nonassessable; and the shareholders
of the Company have no statutory or, to such counsel's
best knowledge, other preemptive rights with respect to
the Securities or the Common Stock;

(F) the Terms Agreement (including the provisions
of this Agreement) and any Delayed Delivery Contracts
have been duly authorized, executed and delivered by
the Company.

(d) The Representatives shall have received from Skadden, Arps,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the incorporation of the Company, the validity of the
Securities, the Registration Statement, the Prospectus and other related
matters as they may 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. In rendering such opinion, Skadden, Arps may rely
as to the incorporation of the Company and all other matters governed by
Rhode Island law upon the opinion of Cynthia S. Reed referred to above.

(e) The Representatives shall have received a certificate, dated
the Closing Date, of the Chairman, Vice Chairman, President or any
Executive Vice President and a principal financial or accounting officer of
the Company in which such officers, to the best of their knowledge after
reasonable investigation, shall state that the representations and
warranties of the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the Closing
Date, that no stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no proceedings for
that purpose have been instituted or, to the best of their knowledge, are
contemplated by the Commission and that, subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change in the financial position or results of operation of the
Company and its subsidiaries except as set forth in or contemplated by the
Prospectus.

(f) The Representatives shall have received:

(i) a letter, dated the Closing Date, of KPMG Peat Marwick
LLP, confirming that they are independent public accountants
within the meaning of the Act and the applicable published Rules
and Regulations thereunder and stating in effect that:

(A) in their opinion, the financial statements and
schedules of the Company and its subsidiaries examined by
them and included or incorporated by reference in the
Prospectus comply in form in all material respects with the
applicable accounting requirements of the Act and the
related published Rules and Regulations;

(B) they have made a review of any unaudited financial
statements of the Company and its subsidiaries included or
incorporated by reference in the Prospectus in accordance
with standards established by the American Institute of
Certified Public Accountants, as indicated in their report
or reports attached to such letter;

(C) on the basis of the review referred to in (B)
above, a reading of the latest available interim financial
statements of the Company, inquiries of officials of the
Company who have responsibility for financial and accounting
matters and other specified procedures, nothing came to
their attention that caused them to believe that:

(1) the unaudited financial statements, if any,
included or incorporated by reference in the Prospectus
do not comply in form in all material respects with the
applicable accounting requirements of the Act and the
related published Rules and Regulations or are not in
conformity with generally accepted accounting
principles applied on a basis substantially consistent
with that of the audited financial statements of the
Company and its subsidiaries included or incorporated
by reference in the Prospectus;

(2) the unaudited financial information of the
Company, if any, included in the Prospectus and derived
from unaudited consolidated financial statements or
audited financial statements included or incorporated
by reference in the Prospectus does not agree with the
amounts set forth in such unaudited or audited
consolidated financial statements or was not determined
on a basis substantially consistent with that of the
financial statements from which it was derived;

(3) on the basis of a reading of any unaudited
pro forma financial information included in or
incorporated into the Registration Statement or the
Prospectus ("Pro Forma Financial Information"),
carrying out certain specified procedures, inquiries of
certain officials who have responsibility for relevant
financial and accounting matters and proving the
arithmetic accuracy of the application of any pro forma
adjustments to the historical amounts in the Pro Forma
Financial Information, nothing came to their attention
which caused them to believe that the Pro Forma
Financial Information, if any, does not comply in form
and material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that
the pro forma adjustments, if any, have not been
properly applied to the historical amounts in the
compilation of such statements; and

(4) at the date of the latest available balance
sheet read by such accountants, or at a subsequent
specified date not more than five days prior to the
Closing Date, there was any change in the capital stock
or any increase in short-term indebtedness or long-term
debt of the Company and its consolidated subsidiaries
or, at the date of the latest available balance sheet
read by such accountants, there was any decrease in
consolidated net assets, as compared with amounts shown
on the latest balance sheet included or incorporated by
reference in the Prospectus; or

(5) for the period from the date of the latest
income statement included in the Prospectus to the
closing date of the latest available income statement
read by such accountants there were any decreases, as
compared with the corresponding period of the previous
year in consolidated net sales, or net operating income
or in the total or per share amounts of consolidated
income before extraordinary items or net income or in
the ratio of earnings to fixed charges;

except in all cases set forth in clauses (4) and (5) above
for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described
in such letter; and

(6) they have compared specified dollar amounts
(or percentages derived from such dollar amounts) and
other financial information included or incorporated by
reference in the Prospectus (in each case to the extent
that such dollar amounts, percentages and other
financial information are derived from the general
accounting records of the Company and its subsidiaries
subject to the internal controls of the Company's
accounting system or are derived directly from such
records by analysis or computation) with the results
obtained from inquiries, a reading of such general
accounting records and other procedures specified in
such letter and have found such dollar amounts,
percentages and other financial information to be in
agreement with such results, except as otherwise
specified in such letter; and

All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included
in the Prospectus for the purposes of this Section 4(f).

The Company will furnish the Representatives with such conformed
copies of such opinions, certificates, letters and documents as they
reasonably request.

If any of the conditions specified in this Section 4 shall not
have been fulfilled when and as required by this Agreement, or if any of
the certificates, opinions, written statements or letters furnished to you
or to Skadden, Arps pursuant to this Section 4 shall not be in all material
respects reasonably satisfactory in form and substance to you and to
Skadden, Arps, all your obligations hereunder may be cancelled by you at,
or at any time prior to, the Closing Date. Notice of such cancellation
shall be given to the Company in writing, or by telephone, telex or
telegraph, confirmed in writing.

5. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20(a) of
the Exchange Act, against any and all losses, liabilities, claims, damages
and reasonable expenses whatsoever as incurred (including but not limited
to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation), joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, liabilities, claims, damages or expenses
(or actions in respect thereof) 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 any amendment thereof, or any related preliminary
prospectus or the Prospectus, or in any supplement thereto or amendment
thereof, or 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; provided, however, that the
Company will not be liable in any such case to the extent but only to the
extent that any such loss, liability, claim, damage or expense 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, if any, specifically
for use therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have under this Agreement.

(b) Each Underwriter severally, and not jointly, agrees to
indemnify and hold harmless the Company, each of the directors of the
Company, each of the officers of the Company who shall have signed the
Registration Statement, and each other person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against any losses, liabilities, claims, damages and expenses
whatsoever as incurred (including but not limited to attorneys' fees and
any and all reasonable expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever, and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or otherwise, insofar as
such losses, liabilities, claims, damages or expenses (or actions in
respect thereof) 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
any amendment thereof, or any related preliminary prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or 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, in each case to the extent, but only to
the extent, that any such loss, liability, claim, damage or expense 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, if any, specifically
for use therein. This indemnity will be in addition to any liability which
any Underwriter may otherwise have including under this Agreement.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify each party
against whom indemnification is to be sought in writing of the commencement
thereof (but the failure so to notify an indemnifying party shall not
relieve it from any liability which it may have under this Section 5). In
case any such action is brought against any indemnified party, and it
notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the
extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party. Notwithstanding the foregoing, the indemnified party or
parties shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless (i) the employment of such counsel
shall have been authorized in writing by one of the indemnifying parties in
connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action,
or (iii) such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them which are different from
or additional to those available to one or all of the indemnifying parties
(in which case the indemnifying parties shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties),
in any of which events such fees and expenses shall be borne by the
indemnifying parties. Anything in this subsection to the contrary
notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent;
provided, however, that such consent was not unreasonably withheld.

6. Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 5 hereof
is for any reason held to be unavailable from any indemnifying party or is
insufficient to hold harmless a party indemnified thereunder, the Company
and the Underwriters shall contribute to the aggregate losses, claims,
damages, liabilities and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claims asserted, but after deducting
in the case of losses, claims, damages, liabilities and expenses suffered
by the Company any contribution received by the Company from persons, other
than the Underwriters, who may also be liable for contribution, including
persons who control the Company within the meaning of Section 15 of the Act
or Section 20(a) of the Exchange Act, officers of the Company who signed
the Registration Statement and directors of the Company) as incurred to
which the Company and one or more of the Underwriters may be subject, in
such proportions as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of the
Securities or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 5 hereof, in such proportion
as is appropriate to reflect not only the relative benefits referred to
above but also the relative fault of the Company and the Underwriters in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company
and the Underwriters shall be deemed to be in the same proportion as (x)
the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and (y)
the underwriting discounts and commissions received by the Underwriters,
respectively, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault of the Company and of the Underwriters
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 6 and the preceding
sentence, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. For purposes of this Section 6, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act shall have the same rights to
contribution as such Underwriter, and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of 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, except that 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. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties, notify each
party or parties from whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any obligation it or they may have
under this Section 6 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its
consent; provided, however, that such consent was not unreasonably
withheld.

7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities under the Terms
Agreement and the aggregate principal amount of the Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed 10% of the total principal amount of the Securities, the
Representatives may make arrangements satisfactory to the Company for the
purchase of such Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to
their respective commitments under this Agreement and the Terms Agreement,
to purchase the Securities that such defaulting Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters so default and the
aggregate principal amount of the Securities with respect to which such
default or defaults occur exceeds 10% of the total principal amount of the
Securities and arrangements satisfactory to the Representatives and the
Company for the purchase of such Securities by other persons are not made
within 36 hours after such default, such Terms Agreement will terminate
without liability on the part of any nondefaulting Underwriter or the
Company, except as provided in Section 8. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter from
liability for its default. The respective commitments of the several
Underwriters for the purposes of this Section shall be determined without
regard to reduction in the respective Underwriters' obligations to purchase
the aggregate principal amounts of Securities set forth opposite their
names in the Terms Agreement as a result of Delayed Delivery Contracts
entered into by the Company.

The foregoing obligations and agreements set forth in this
Section will not apply if the Terms Agreement specifies that such
obligations and agreements will not apply.

8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the Company or any of
their respective representatives, officers or directors or any controlling
person and will survive delivery of and payment for the Securities. If
the Terms Agreement is terminated pursuant to Section 7 or if for any
reason the purchase of the Securities by the Underwriters under the Terms
Agreement is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 3, without
derogation of the liability of any defaulting Underwriter pursuant to
Section 7, and the respective obligations of the Company and the
Underwriters pursuant to Section 5 and 6 shall remain in effect. If the
purchase of the Securities by the Underwriters is not consummated for any
reason other than solely because of the termination of this Agreement
pursuant to Section 7 or the occurrence of any event specified in clause
(iii), (iv) or (v) of Section 4(b), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) reasonably incurred by them in connection with
the offering of the Securities.

9. Notices. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telegraphed
and confirmed to them at their addresses furnished to the Company in
writing for the purpose of communications hereunder or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at
Hasbro. Inc., 200 Narragansett Park Drive, Pawtucket, Rhode Island 02861,
Attention: Martin R. Trueb, Senior Vice President and Treasurer, with a
copy to Hasbro, Inc., 32 West 23rd Street, New York, New York 10010,
Attention: Phillip H. Waldoks, Senior Vice President-Corporate Legal
Affairs and Secretary.

10. Successors. This Agreement will inure to the benefit of and
be binding upon the Company and such Underwriters as are identified in
Terms Agreements and their respective successors and the officers and
directors and controlling persons referred to in Section 5 and 6, and no
other person will have any right or obligation hereunder. The term
"successors" shall not include a purchaser of any of the Securities from
any of the underwriters merely because of such purchase.

11. Applicable Law. This Agreement and the Terms Agreement
shall be governed by, and construed in accordance with, the laws of the
State of New York without reference to principles of conflicts of law.

Dated as of ________, 1998.

HASBRO, INC.

By:_______________________
Title:

SCHEDULE I

Name of Underwriter Number of Securities to be Purchased

Total. . . . . .__________

ANNEX I

(Three copies of this Delayed Delivery Contract should be signed
and returned to the address shown below so as to arrive not later
than 9:00 A.M., New York time, on ______________, 19___.)

DELAYED DELIVERY CONTRACT

_______________, 199__.

HASBRO, INC.
200 Narragansett
Park Drive
P.O. Box 200
Pawtucket, Rhode Island 02862-0200

Gentlemen:

The undersigned hereby agrees to purchase from Hasbro, Inc., a
Rhode Island corporation ("Company"), and the Company agrees to sell to the
undersigned, [If a delayed closing, insert -- as of the date hereof, for
delivery on ________________, 19___ ("Delivery Date"),] ____________
principal amount of the Company's Debt Securities ("Securities"), offered
by the Company's Prospectus dated _______________, 199__ and a Prospectus
Supplement dated _______________, 199__, relating thereto, receipt of
copies of which is hereby acknowledged, at [__% of the principal amount
thereof plus accrued interest, if any,] and on the further terms and
conditions set forth in this Delayed Delivery Contract ("Contract").

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

DELIVERY DATE PRINCIPAL AMOUNT

___________________ _______

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

Payment for the Securities that the undersigned has agreed to
purchase for delivery on each Delivery Date shall be made to the Company or
its order by certified or official bank check in New York Clearing House
(next day) funds at the office of _______________________ at ___ on such
Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned for delivery on such Delivery Date in
definitive fully registered form and in such denominations and registered
in such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business
days prior to such Delivery Date.

It is expressly agreed that the provisions for delayed delivery
and payment are for the sole convenience of the undersigned; that the
purchase hereunder of Securities is to be regarded in all respects as a
purchase as of the date of this Contract; that the obligation of the
Company to make delivery of and accept payment for, and the obligation of
the undersigned to take delivery of and make payment for, Securities on
[the][each] Delivery Date shall be subject only to the conditions that (1)
investment in the Securities shall not at [the] [such] Delivery Date be
prohibited under the laws of any jurisdiction in the United States to which
the undersigned is subject and (2) the Company shall have sold to the
Underwriters the total principal amount of the Securities less the
principal amount thereof covered by this and other similar Contracts. The
undersigned represents that its investment in the Securities is not, as of
the date hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject and which governs such investment.

Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by copies of the opinions of
counsel for the Company delivered to the Underwriters in connection
therewith.

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

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

Yours very truly,

___________________________
(Name of Purchaser)

By:________________________

___________________________
(Title of Signatory)

___________________________

___________________________
(Address of Purchaser)

Accepted as of the above date.

HASBRO, INC.

By:_______________________
[Insert Title]
I.

Exhibit 4.1

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

HASBRO, INC.

[ ]

Trustee

_______________

Senior Debt Securities
_______________

Senior Debt Indenture

Dated as of _______ , 1998

_______________

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

TABLE OF CONTENTS

PAGE

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Form of Documents Delivered to Trustee . . . . . . . . . 13
SECTION 1.03 Acts of Holders . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.04 Notices, Etc., to Trustee and Company . . . . . . . . . 16
SECTION 1.05 Notice to Holders; Waiver . . . . . . . . . . . . . . . 16
SECTION 1.06 Conflict with Trust Indenture Act . . . . . . . . . . . 17
SECTION 1.07 Effect of Headings and Table of Contents . . . . . . . . 17
SECTION 1.08 Successors and Assigns . . . . . . . . . . . . . . . . . 17
SECTION 1.09 Separability Clause . . . . . . . . . . . . . . . . . . 17
SECTION 1.10 Benefits of Indenture . . . . . . . . . . . . . . . . . 18
SECTION 1.11 Governing Law . . . . . . . . . . . . . . . . . . . . . 18
SECTION 1.12 Moneys of Different Currencies to Be Segregated . . . . 18
SECTION 1.13 Payment to Be in Proper Currency . . . . . . . . . . . . 18
SECTION 1.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 1.15 Legal Holidays . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE II

SECURITY FORMS

SECTION 2.01 Forms Generally . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.02 Form of Trustee's Certificate of Authentication . . . . 20
SECTION 2.03 Securities in Global Form. . . . . . . . . . . . . . . . 20

ARTICLE III

THE SECURITIES
SECTION 3.01 Amount Unlimited; Issuable in Series . . . . . . . . . . 21
SECTION 3.02 Denominations . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.03 Execution, Authentication, Delivery and Dating . . . . . 25
SECTION 3.04 Temporary Securities . . . . . . . . . . . . . . . . . . 29
SECTION 3.05 Registration, Registration of Transfer and Exchange . . 30
SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities . . . . 33
SECTION 3.07 Payment of Interest; Interest Rights Preserved . . . . . 34
SECTION 3.08 Persons Deemed Owners . . . . . . . . . . . . . . . . . 36
SECTION 3.09 Cancellation . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.10 Computation of Interest . . . . . . . . . . . . . . . . 37

ARTICLE IV

CONVERSION OF SECURITIES

SECTION 4.01 Applicability of Article . . . . . . . . . . . . . . . . 37
SECTION 4.02 Exercise of Conversion Privilege . . . . . . . . . . . . 38
SECTION 4.03 Fractional Interests . . . . . . . . . . . . . . . . . . 40
SECTION 4.04 Adjustment of Conversion Price . . . . . . . . . . . . . 41
SECTION 4.05 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets . . . . . . . . . . . . 46
SECTION 4.06 Notices of Certain Events . . . . . . . . . . . . . . . 47
SECTION 4.07 Taxes on Conversion . . . . . . . . . . . . . . . . . . 48
SECTION 4.08 Company to Provide Stock . . . . . . . . . . . . . . . . 49
SECTION 4.09 Disclaimer of Responsibility for Certain Matters . . . . 49
SECTION 4.10 Return of Funds Deposited for Redemption of Converted
Convertible Securities . . . . . . . . . . . . . . . . . 50

ARTICLE V

SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 5.01 Satisfaction and Discharge of Indenture. . . . . . . . . 50
SECTION 5.02 Application of Trust Money . . . . . . . . . . . . . . . 52
SECTION 5.03 Satisfaction, Discharge and Defeasance of Securities of
Any Series . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VI

REMEDIES

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . 56
SECTION 6.02 Acceleration of Maturity; Rescission and Annulment . . . 58
SECTION 6.03 Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 6.04 Trustee May Enforce Claims without Possession of
Securities . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 6.05 Trustee May File Proofs of Claim . . . . . . . . . . . . 61
SECTION 6.06 Application of Money Collected . . . . . . . . . . . . . 61
SECTION 6.07 Limitation on Suits . . . . . . . . . . . . . . . . . . 62
SECTION 6.08 Restoration of Rights and Remedies . . . . . . . . . . . 63
SECTION 6.09 Rights and Remedies Cumulative . . . . . . . . . . . . . 63
SECTION 6.10 Delay or Omission Not Waiver . . . . . . . . . . . . . . 63
SECTION 6.11 Control by Holders . . . . . . . . . . . . . . . . . . . 63
SECTION 6.12 Waiver of Past Defaults . . . . . . . . . . . . . . . . 64
SECTION 6.13 Waiver of Stay or Extension Laws . . . . . . . . . . . . 64
SECTION 6.14 Judgment Currency . . . . . . . . . . . . . . . . . . . 64

ARTICLE VII

THE TRUSTEE

SECTION 7.01 Certain Rights of Trustee . . . . . . . . . . . . . . . 66
SECTION 7.02 Not Responsible for Recitals or Issuance of Securities. 68
SECTION 7.03 May Hold Securities . . . . . . . . . . . . . . . . . . 68
SECTION 7.04 Money Held in Trust . . . . . . . . . . . . . . . . . . 68
SECTION 7.05 Compensation and Reimbursement . . . . . . . . . . . . . 68
SECTION 7.06 Resignation and Removal; Appointment of Successor . . . 69
SECTION 7.07 Acceptance of Appointment by Successor . . . . . . . . . 71
SECTION 7.08 Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 7.09 Reports by Trustee . . . . . . . . . . . . . . . . . . . 72
SECTION 7.10 Corporate Trustee Required; Eligibility . . . . . . . . 73
SECTION 7.11 Notice of Events of Default . . . . . . . . . . . . . . 73

ARTICLE VIII

CONSOLIDATION, MERGER OR SALE

SECTION 8.01 Consolidation, Merger or Sale . . . . . . . . . . . . . 73
SECTION 8.02 Successor Corporation to Be Substituted . . . . . . . . 74
SECTION 8.03 Securities to Be Secured in Certain Events . . . . . . . 75

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures without Consent of Holders . . . 75
SECTION 9.02 Supplemental Indentures with Consent of Holders . . . . 77
SECTION 9.03 Execution of Supplemental Indentures . . . . . . . . . . 79
SECTION 9.04 Effect of Supplemental Indentures . . . . . . . . . . . 80
SECTION 9.05 Conformity with Trust Indenture Act . . . . . . . . . . 80
SECTION 9.06 Reference in Securities to Supplemental Indentures . . . 80

ARTICLE X

COVENANTS

SECTION 10.01 Payment of Principal, Premium and Interest . . . . . 80
SECTION 10.02 Maintenance of Office or Agency. . . . . . . . . . . 81
SECTION 10.03 Money for Securities Payments to Be Held in Trust . 82
SECTION 10.04 Maintenance of Properties and Corporate Existence . 84
SECTION 10.05 Statements as to Compliance . . . . . . . . . . . . 84
SECTION 10.06 Commission Reports . . . . . . . . . . . . . . . . . 85
SECTION 10.07 Waiver of Covenant . . . . . . . . . . . . . . . . . 85
SECTION 10.08 Additional Instruments and Acts . . . . . . . . . . 85
SECTION 10.09 Restriction on Creation of Liens . . . . . . . . . . 85
SECTION 10.10 Restrictions on Sale and Leaseback Transactions. . . 87
SECTION 10.11 Officer's Certificate. . . . . . . . . . . . . . . . 88
SECTION 10.12 Names and Addresses of Holders. . . . . . . . . . . 88

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.01 Applicability of Article . . . . . . . . . . . . . . 89
SECTION 11.02 Election to Redeem; Notice to Trustee . . . . . . . 89
SECTION 11.03 Selection by Trustee of Securities to Be Redeemed . 89
SECTION 11.04 Notice of Redemption . . . . . . . . . . . . . . . . 90
SECTION 11.05 Deposit of Redemption Price . . . . . . . . . . . . 91
SECTION 11.06 Securities Payable on Redemption Date . . . . . . . 91
SECTION 11.07 Securities Redeemed in Part . . . . . . . . . . . . 92

ARTICLE XII

SINKING FUNDS

SECTION 12.01 Applicability of Article . . . . . . . . . . . . . . 93
SECTION 12.02 Satisfaction of Sinking Fund Payments with Securities 93
SECTION 12.03 Redemption of Securities for Sinking Fund . . . . . 93

INDENTURE, dated as of _________, 1998, between HASBRO,
INC., a corporation duly organized and existing under the laws of the State
of Rhode Island (herein called "Company"), having its principal office at
Pawtucket, Rhode Island, and [_________________], a _____________________
(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 senior 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 I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01 Definitions.

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

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

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles as in effect on June 1, 1998 or, as to any
computation required or permitted pursuant to, and relating to any
covenant of the Company contained in, any Board Resolution, Officers'
Certificate or executed supplemental indenture establishing any series
of Securities, such computation shall be made and such covenant shall
be construed in accordance with generally accepted accounting
principles as are generally accepted at the date of such Board
Resolution, Officers' Certificate or executed supplemental indenture
(unless otherwise provided therein or except as otherwise provided
herein or in any further Board Resolution, Officers' Certificate or
executed supplemental indenture); 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 Four, are defined in
that Article.

"Act," when used with respect to any Holder, has the meaning
specified in Section 1.03.

"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.

"Attributable Debt" in respect of a Sale and Leaseback
Transaction means, as of any particular time, the present value (discounted
at the rate of interest implicit in the terms of the lease involved in such
Sale and Leaseback Transaction, as determined in good faith by the Board of
Directors) of the obligation of the lessee thereunder for rental payments
(excluding, however, any amounts required to be paid by such lessee,
whether or not designated as rent or additional rent, on account of
maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges) during the
remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended).

"Authorized Newspaper" means a newspaper of general circulation
in the place of publication (which, in the case of the City of New York,
will, if practicable, be The Wall Street Journal (Eastern Edition), in the
case of the United Kingdom, will, if practicable, be The Financial Times
(London Edition) and, in the case of Luxembourg, will, if practicable, be
the Luxembourg Wort), printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required
hereunder, they may be made (unless otherwise expressly provided herein) on
the same or different days of the week and in the same or different
Authorized Newspapers. If it shall be impractical, in the opinion of the
Trustee, to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a
sufficient publication of such notice.

"Bearer Security" means any Security in the form of bearer
securities established pursuant to Section 2.01 which is payable to bearer
and is not a Registered Security.

"Board of Directors" means either the Board of Directors of the
Company, the Executive Committee or any other 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 evidencing all or part of
a series of Securities, issued to the Depositary for such series of
Securities in accordance with Section 3.03, and bearing the legend
prescribed in Section 3.03.

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

"Capital Lease" means any lease obligation of a Person incurred
with respect to assets acquired or leased by such Person which is required
to be capitalized in accordance with generally accepted accounting
principles. A Capital Lease shall be deemed incurred at the time a binding
commitment to lease the subject asset shall become effective.

"Capital Lease Obligation" means Indebtedness represented by
obligations under a Capital Lease.

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

"Common Stock" means the common stock, par value $.50 per share,
of the Company, as authorized on the date of the execution of this
instrument or as such common stock may be constituted in one or more
classes from time to time thereafter.

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

"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, its President, its Chief Financial Officer, or an Executive
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

"Consolidated Net Tangible Assets" means, as determined at any
time, the aggregate amount of assets included on a consolidated balance
sheet of the Company and its Subsidiaries, less applicable reserves and
after deducting therefrom (a) all current liabilities of the Company and
its Subsidiaries and (b) the total of the net book values of all assets of
the Company and its Subsidiaries properly classified as intangible assets
under generally accepted accounting principles, in each case as of the end
of the last fiscal quarter for which financial information is available at
the time of such calculation.

"Conversion Agent" shall have the meaning set forth in Section
10.02.

"Conversion Price" shall have the meaning set forth in Section
4.01.

"Convertible Securities" means Securities designated as
convertible into Common Stock or cash in lieu thereof (in accordance with
Article four) pursuant to Section 3.01.

"Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be administered,
which office at the date of initial execution of this Indenture, as to the
Trustee, is [ ] except that with respect to the presentation of Securities
for payment or for registration of transfer or exchange, such term shall
mean the office or agency of the Trustee in the Borough of Manhattan, the
City of New York at which at any particular time its corporate agency
business shall also be conducted, which office at the date of initial
execution of this Indenture, as to the Trustee, is [ ].

"Coupon" means any interest coupon appertaining to any Security.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, including Book-Entry
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Depositary"
shall mean or include each Person who is then a Depositary hereunder, and
if at any time there is more than one such person "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any
time there is more than one such person "Depositary" shall be a collective
reference to such Persons. "Depositary" as used with respect to the Debt
Securities of any such series shall mean the Depositary with respect to the
Debt Securities of that series.

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

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

"Event of Default" has the meaning specified in Section 6.01.

"Ex-Dividend Time" means the time immediately prior to the
commencement of "ex-dividend" trading for the Common Stock on the American
Stock Exchange or such other national or regional exchange or market on
which the Common Stock is then listed or quoted.

"Extraordinary Cash Dividend" means any cash dividend with
respect to the Common Stock the amount of which, together with the
aggregate amount of cash dividends on the Common Stock to be aggregated
with such cash dividend in accordance with the provisions of this
paragraph, equals or exceeds the threshold percentages set forth below:

If, upon the date prior to the Ex-Dividend Time with respect
to a cash dividend on the Common Stock, the aggregate amount of
such cash dividend together with the amounts of all cash
dividends on the Common Stock with Ex-Dividend Time occurring in
the 365 consecutive day period ending on the date prior to the
Ex-Dividend Time with respect to the cash dividend to which this
provision is being applied equals or exceeds on a per share basis
25% of the average of the Sale Prices during the period beginning
on the date after the first such Ex-Dividend Time in such period
and ending on the date prior to the Ex-Dividend Time with respect
to the cash dividend to which this provision is being applied
(except that if no other cash dividend has had an Ex-Dividend
Time occurring in such period, the period for calculating the
average of the Sale Prices shall be the period commencing 365
days prior to the date prior to the Ex-Dividend Time with respect
to the cash dividend to which this provision is being applied),
such cash dividend together with each other cash dividend with an
Ex-Dividend Time occurring in such 365 day period shall be deemed
to be an Extraordinary Cash Dividend. In determining the amount
of Extraordinary Cash Dividends for purposes of making
adjustments required by Section 4.04, no adjustment shall be made
for cash dividends for which a prior adjustment in the Conversion
Rate was previously made.

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

"Funded Debt" means all indebtedness which by its terms matures
more than 12 months after the time of the computation of the amount thereof
or which is extendible or renewable at the option of the obligor on such
indebtedness to a time more than 12 months after the time of the
computation of the amount thereof or which is classified, in accordance
with generally accepted accounting principles, on a corporation's balance
sheet as long-term debt.

"Holder" means, with respect to a Registered Security, a Person
in whose name a Security is registered in the Security Register and, with
respect to a Bearer Security (or any temporary global Security), and/or
Coupons, the bearer thereof.

"Indebtedness" means (1) any liability of any Person (a) for
borrowed money, (b) evidenced by a note, debenture or similar instrument
(including an obligation with or without recourse) issued in connection
with the acquisition (whether by way of purchase, merger, consolidation or
otherwise) of any business, real property or other assets (other than
inventory or similar property acquired in the ordinary course of business)
or (c) for the payment of money relating to a Capital Lease Obligation; (2)
any liability of others described in the preceding clause (1) which the
Person has guaranteed or which is otherwise its legal liability and (3) any
amendment, renewal, extension or refunding of any such liability.

"Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.01.

"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,
mandatory repurchase or otherwise.

"New York Business Day" means each weekday which is not a day on
which banking institutions in New York City are authorized or obligated by
law to close.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President, or an Executive
Vice President, and by the Controller, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be reasonably 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 6.02.

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

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

(ii) Securities for whose payment or redemption (a) 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 as contemplated by Section
5.01 or (b) U.S. Government Obligations or Foreign Government Securities as
contemplated by and defined in Section 5.03 in the necessary amount have
been theretofore deposited with the Trustee in trust for the holders of
such Securities in accordance with Section 5.03; 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 has been made; and

(iii) Securities which have been paid pursuant to Section
3.06 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, the
principal amount of any Original Issue Discount Securities that shall be
deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02, the principal amount of a Security denominated in
a Foreign Currency or Currencies shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the basis of
the spot rate of exchange for such Foreign Currency or such currency unit
as determined by the Company or by an authorized exchange rate agent, and
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
a Responsible Officer of 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 (and premium, if any) or interest on any Securities on
behalf of the Company.

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

"Place of Payment," when used with respect to the Securities of
any series, means the place or places where the principal of (and premium,
if any) and interest on the Securities of that series are payable as
specified as contemplated by Section 3.01.

"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 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security.

"Principal Property" means any real property, any manufacturing
plant, warehouse, office building or other physical facility or other like
depreciable physical asset of the Company or of any Subsidiary whether
owned on the date hereof or hereafter acquired having a net book value at
the time of determination in excess of the greater of 5% of Consolidated
Net Tangible Assets or $50 million, other than, in each case, any of the
same which in the good faith opinion of the Board of Directors is not of
material importance to the total business conducted by the Company and its
Subsidiaries, as a whole.

"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.

"Registered Security" means any Security in the form of
Registered Securities established pursuant to Section 2.01 which is
registered in the Security Register.

"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 3.01.

"Required Currency" has the meaning specified in Section 1.13.

"Responsible Officer," when used with respect to the Trustee,
means any officer in the corporate trust administration division of the
Trustee or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing or use by the Company or any Subsidiary of
any Principal Property, whether owned at the date of this Indenture or
thereafter acquired (except for temporary leases of a term, including any
renewal period, of not more than three years), which Principal Property has
been or is to be sold or transferred by the Company or a Subsidiary to a
Person with an intention of taking back a lease of such Property.

"Sale Price" means, for any given day, the last reported per
share sale price (or, if no sale price is reported, the average of the bid
and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such day of the Common Stock on the
American Stock Exchange or, in the event shares of common Stock are not
listed on the American Stock Exchange, such other national or regional
securities exchange upon which the Common Stock is listed, or, if the
shares of Common Stock are not listed on a national or regional securities
exchange, as quoted on the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau
Incorporated. In the absence of one or more such quotations specified in
the definition of Sale Price, the Company shall determine such price on the
basis of such quotations as it deems appropriate.

"Secured Debt" means indebtedness for money borrowed by the
Company or its Subsidiaries (other than indebtedness owed by a Subsidiary
to the Company, by a Subsidiary to another Subsidiary or by the Company to
a Subsidiary), which in any case is secured, whether by operation of law or
otherwise, by a mortgage, security interest, pledge, lien or other
encumbrance on Principal Property or on any shares of stock or evidences of
indebtedness of a Subsidiary. If any amount of such indebtedness described
in the parenthetical in the preceding sentence and held by the Company or a
Subsidiary is transferred in any manner to any Person other than the
Company or a Subsidiary, such amount shall be deemed to be Secured Debt
issued on the date of transfer.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

"Significant Subsidiary" shall have the meaning ascribed to such
term in Rule 1-02 of Regulation S-X of the Commission, as in effect on
June 1, 1998.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.07.

"Stated Maturity," when used with respect to any Security or
Coupon 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 Coupon or such installment of principal or
interest is due and payable.

"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
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 9.05.

"Vice President," when used with respect to the Company, 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 1.02 Form of Documents Delivered to Trustee.

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 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 1.03 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 ore 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 a Responsible Officer of 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 7.01) 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 principal amount and serial numbers of Bearer Securities
held by any Person, and the date of his holding the same, 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 (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, (2) such Bearer Security is produced to the
Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security or (4) such Bearer Security is no longer
Outstanding.

(d) The fact and date of execution of any such instrument or
writing pursuant to clause (c) above, the authority of the Person executing
the same and the principal amount and serial numbers of Bearer Securities
held by the Person so executing such instrument or writing and the date of
holding the same may also be proved in any other manner which the Trustee
deems sufficient; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this clause.

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

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

(g) Whenever for purposes of any Act to be taken hereunder by
the Holders of a series of Securities denominated in a Foreign Currency (or
any currency unit), the principal amount of Securities is required to be
determined, the aggregate principal amount of such Securities shall be
deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of the spot rate of exchange for such Foreign
Currency or such currency unit as determined by the Company or by an
authorized exchange rate agent and evidenced to the Trustee by an Officers'
Certificate as of the date taking of such Act by the Holders of the
requisite percentage in principal amount of the Securities is evidenced to
the Trustee. An exchange rate agent may be authorized in advance or from
time to time by the Company, and may be the Trustee or its Affiliate. Any
such determination by the Company or by any such exchange rate agent shall
be conclusive and binding on all Holders, the Company and the Trustee, and
neither the Company nor any such exchange rate agent shall be liable
therefor in the absence of bad faith. The Trustee, unless it is serving as
exchange rate agent, shall have no duty to determine or confirm such
calculation, and may conclusively rely on the aforementioned Officers'
Certificate.

(h) 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 a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give
such request, 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 this Indenture not
later than six months after the record date.

SECTION 1.04 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, 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 1027 Newport Avenue, Pawtucket, Rhode Island
02861 or at any other address previously furnished in writing to the
Trustee by the Company.

SECTION 1.05 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) if in writing and mailed,
first-class postage prepaid, at such Holder's address as it appears in the
Security 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 the
Borough of Manhattan, the City of New York, New York, and in such other
city or cities, if any, as may be specified in such Securities and, if the
Securities of such series are listed on any stock exchange outside the
United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so
requires, and mailed to such Persons whose names and addresses were
previously filed with the Trustee, within the time prescribed for giving
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. 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.

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 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.

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

SECTION 1.06 Conflict with Trust Indenture Act.

This Indenture is subject to the Trust Indenture Act and if any
provision hereof limits, qualifies or conflicts with the Trust Indenture
Act, the Trust Indenture Act shall control.

SECTION 1.07 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 1.08 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 1.09 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 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 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 and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 1.12 Moneys of Different Currencies to Be Segregated.

The Trustee shall segregate moneys, funds, and accounts held by
the Trustee hereunder in one currency (or unit thereof) for any moneys,
funds or accounts in any other currencies (or units thereof),
notwithstanding any provision herein which would otherwise permit the
Trustee to commingle such amounts.

SECTION 1.13 Payment to Be in Proper Currency.

The following provisions of this Section 1.13 shall apply to the
extent permitted by applicable law: In the case of any Security payable in
any particular currency or currency unit (the "Required Currency"), except
as otherwise provided herein, therein or in or pursuant to the related
Board Resolution or supplemental indenture or as contemplated by Section
3.01, the obligation of the Company to make any payment of principal,
premium or interest thereon shall not be discharged or satisfied by any
tender by the Company, or recovery by the Trustee, in any currency or
currency unit other than the Required Currency, except to the extent that
such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender
or recovery is made in other than the Required Currency, the Trustee may,
but shall not be obligated to, take such actions as it considers
appropriate to exchange such other currency or currency unit for the
Required Currency. The costs and risks of any such exchange, including
without limitation the risks of delay and exchange rate fluctuation, shall
be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of the Required Currency then
due and payable and in no circumstances shall the Trustee be liable
therefor. The Company hereby waives any defense of payment based upon any
such tender or recovery which is not in the Required Currency, or which,
when exchanged for the Required Currency by the Trustee, is less than the
full amount of Required Currency then due and payable.

SECTION 1.14 Counterparts.

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.

SECTION 1.15 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date,
repurchase date or Maturity of any Security or any date on which any
Defaulted Interest is proposed to be paid shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or the Securities) 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 nominal date of such Interest
Payment Date or Redemption Date, Maturity, or on the date on which
Defaulted Interest is proposed to be paid, and no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date,
repurchase date, Maturity or date on which Defaulted Interest is proposed
to be paid, as the case may be.

ARTICLE II

SECURITY FORMS

SECTION 2.01 Forms Generally.

The Securities of each series and the Coupons, if any, to be
attached thereto shall be in substantially such form as shall be
established pursuant to Section 3.01 by or pursuant to one or more Board
Resolutions or Officers' Certificates 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 in global form as permitted by Section 3.04, the form thereof also
shall be established as provided in the preceding sentence. If the form of
Securities and Coupons, if any, of any series are established by, or by
action taken pursuant to, a Board Resolution, a copy of the Board
Resolution together with an appropriate record of any such action taken
pursuant thereto, including a copy of the approved form of Securities or
Coupons, if any, shall be certified by the Secretary or any Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

The definitive Securities and Coupons, if any, 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 and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any.

SECTION 2.02 Form of Trustee's Certificate of Authentication.

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

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

[_______________________________]
as Trustee

By______________________________
as Authorized Signatory"

SECTION 2.03 Securities in Global Form.

If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the
aggregate or specified amount of Outstanding Securities from time to time
endorsed thereon and may also provide 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, of
Outstanding Securities represented thereby, shall be made in such manner
and by such Person or Persons as shall be specified therein or in the
Company Request to be delivered to the Trustee pursuant to Section 3.03 or
Section 3.04.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless
otherwise specified as contemplated by Section 3.01, payment of principal
of and any premium and interest on any Security in permanent global form
shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 3.08 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat a Person as the Holder of such
principal amount of Outstanding Securities represented by a permanent
global Security as shall be specified in a written statement of the Holder
of such permanent global Security.

Any instructions by the Company with respect to a Security in
global form shall be in writing but need not comply with Section 3.14(c) of
the Trust Indenture Act.

ARTICLE III

THE SECURITIES

SECTION 3.01 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 set forth, or
determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,

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

(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 3.04,
3.05, 3.06, 9.06 or 11.07);

(3) whether the Securities of the series are convertible
into Common Stock, or cash in lieu thereof, and, if so, the terms and
conditions upon which such conversion will be effected, including the
initial conversion price or conversion rate and other conversion
provisions;

(4) the date or dates on which the principal (and premium,
if any) of the Securities of the series is payable and/or the method
by which such date or dates shall be determined;

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

(6) the Person to whom any interest on any Registered
Securities 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 and the manner in which, or the Person to whom, any
interest on any Bearer Securities of the series shall be payable if
otherwise than upon presentation and surrender of the Coupons
appertaining thereto as they severally mature;

(7) the place or places where the principal of (and
premium, if any) and interest on the Securities of the series shall be
payable and the place or places where the Securities of the series may
be presented for transfer and, if applicable, conversion;

(8) the period or periods within which or the date or
dates on 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, pursuant to any
sinking fund or otherwise;

(9) 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 and/or the method by which such period or periods, price or
prices and terms and conditions shall be determined;

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

(11) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 6.02 or the method by which such portion
shall be determined; and

(12) whether Securities of the series will be issuable as
Registered Securities, Bearer Securities or both, and the terms upon
which Bearer Securities of the series may be exchanged for Registered
Securities of the series;

(13) 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 original
issuance of the first Security of the series to be issued;

(14) if Bearer Securities of the series are to be
issuable, whether interest in respect of any portion of a temporary
Bearer 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 Bearer Security
for definitive Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Bearer
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;

(15) the currency of denomination of the Securities of the
series, the currency or currencies in which payment of the principal
of (and premium, if any) and interest on the Securities of the series
will be made, and the currency or currencies (in addition to Dollars),
if any, in which payment of the principal of (and premium, if any) or
the interest on Registered Securities, at the election of each of the
Holders thereof, may also be payable which currencies may be in
Dollars, any Foreign Currency or any composite currency, including but
not limited to the ECU, and, if any such currency of denomination is a
composite currency other than the ECU, the agency or organization, if
any, responsible for overseeing such composite currency;

(16) if the amount of payments of principal of (and
premium, if any) or interest on the Securities of the series may be
determined with reference to an index based on a currency or
currencies other than that in which the Securities of the series are
denominated or designated to be payable, the manner in which such
amounts shall be determined;

(17) if the payments of principal of (and premium, if any)
or the interest on the Securities of the series are to be made in a
Foreign Currency other than the Foreign Currency in which such
Securities are denominated, the manner in which the exchange rate with
respect to such payments shall be determined;

(18) any deletions from, modifications of or additions to
the Events of Default set forth in Section 6.01 or covenants of the
Company set forth in Article Eight or Ten pertaining to the Securities
of the series;

(19) the form of the Securities and Coupons, if any, of
the series;

(20) whether the Securities of such series shall be issued
in whole or in part in global form, including Book-Entry Securities,
and the Depositary for such global Securities;

(21) any Depositaries or paying agents, transfer agents,
registrars or other agents with respect to the Securities of the
series;

(22) the application, if any, of Section 5.03;

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

(24) the applicability of the seventh paragraph of Section
3.05.

All Securities (including Coupons, if any) of any one series
shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution, such
Officers' Certificate or 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 3.02 Denominations.

The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 3.01. 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 in the case of Registered
Securities or in denominations of $5,000 and any integral multiple thereof
in the case of Bearer Securities.

SECTION 3.03 Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman, its President, its Chief
Financial officer or one of its Executive Vice Presidents, under its
corporate seal reproduced thereon attested by the signature of its
Secretary or one of its Assistant Secretaries or its Treasurer or one of
its Assistant Treasurers. The Coupons, if any, shall be executed on behalf
of the Company by its Chairman of the Board, its Vice Chairman, its
President, its Chief Financial Officer or one of its Executive Vice
Presidents attested by its Secretary or any Assistant Secretary or its
Treasurer or one of its Assistant Treasurers. The signature of any of
these officers on the Securities (and Coupons, if any) may be manual or
facsimile.

Securities (and Coupons, if any) 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 (and Coupons, if any) or did not hold such
offices at the date of such Securities (and Coupons, if any).

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities (with or
without Coupons) 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 2.01 and 3.01, in
authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in
relying upon any of the following:

(1) a Company Request;

(2) any Board Resolution, Officers' Certificate and/or
executed supplemental indenture referred to in Section 2.01 or 3.01 by or
pursuant to which the form or forms and the terms of the Securities of such
series and the Coupons, if any, appertaining thereto were established;

(3) an Officers' Certificate either setting forth the form
or forms and the terms of the Securities of such series and the Coupons, if
any, appertaining thereto or stating that such form or forms and terms have
been established pursuant to Section 2.01 or 3.01 and comply with this
Indenture, and covering such other matters as the Trustee may reasonably
request; and

(4) at the option of the Company, either an Opinion of
Counsel, or a letter addressed to the Trustee permitting it to rely on an
Opinion of Counsel, substantially to the effect that:

(i) if established pursuant to a Board Resolution as
permitted by Section 2.01, the form of such Securities and Coupons, if
any, have been established in conformity with the provisions of this
Indenture;

(ii) if established pursuant to a Board Resolution as
permitted by Section 3.01, the terms of such Securities and Coupons, if
any, have been established in conformity with the provisions of this
Indenture; and

(iii) such Securities and Coupons, if any, 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, reorganization and other laws of general applicability relating
to or affecting the enforcement of creditors' rights and to general equity
principles.

The Trustee shall have the right to decline to authenticate and
deliver such Securities if the Trustee, being advised by counsel,
determines that such action way not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers shall
determine that such action would expose the Trustee to personal liability
to existing Holders or would adversely affect the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

The Trustee shall not be required to authenticate Securities
denominated in a coin or currency (or unit including a coin or currency)
other than that of the United States of America if the Trustee reasonably
determines that such Securities impose duties or obligations on the Trustee
which the Trustee is not able or reasonably willing to accept; provided
that the Trustee, upon a Company Request, will resign as Trustee with
respect to Securities of any series as to which such a determination is
made, prior to the issuance of such Securities, and will comply with the
request of the Company to execute and deliver a supplemental indenture
appointing a successor Trustee pursuant to Section 9.01.

If all of the Securities of a series are not to be originally
issued at the same time, then the documents required to be delivered
pursuant to this Section 3.03 must be delivered only once, prior to the
authentication and delivery of the first Security of such series; provided,
however, that any subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Opinion of Counsel
delivered pursuant to this Section 3.03 shall be true and correct as if
made on such date.

If the Company shall establish pursuant to Section 3.01 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 global Security or Securities, (ii) shall be
registered, if in registered form, in the name of the Depositary for such
Book-Entry Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part
for Securities in certificated form, 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 success Depositary
or a nominee of such successor Depositary" or to such other effect as the
Depositary and the Trustee may agree.

Each Depositary designated pursuant to Section 3.01 for a Book-
Entry Security in registered 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 their respective duties and rights
with regard to Book-Entry Securities.

Each Security shall be dated the date of its authentication,
except that each Bearer Security, including any Bearer Security in global
form, shall be dated as of the date specified as contemplated by Section
3.01.

No Security or Coupon appertaining thereto 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 duly executed by the Trustee
by manual signature of one of its authorized signatories, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Except as
permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest
then matured have been detached and cancelled.

SECTION 3.04 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 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. Every temporary Security of any series shall be executed
by the Company and authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the
definitive Securities of such series.

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
definitive Securities of such 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 pursuant to Section
10.02 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 definitive Securities of the
same series of authorized denominations and of like tenor; provided,
however, that no definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided, further, that no
definitive 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 Board Resolutions 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
definitive Securities of such series except as otherwise specified as
contemplated by Section 3.01 with respect to the payment of interest on
Bearer Securities in temporary form.

SECTION 3.05 Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee, for each series of Securities issuable as Registered
Securities, a register (the register maintained in such office and in any
other office or agency of the Company maintained pursuant to Section 10.02
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
Registered Securities of such series and of transfers of Registered
Securities of such series. The Trustee is hereby appointed "Security
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 10.02 in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount.

Notwithstanding any other provision 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 3.03, 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 3.01(21) 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 in
certificated form in an aggregate principal amount equal to the principal
amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

Within fourteen days after the occurrence of an Event of Default
specified in clause (1), (2) or (3) of Section 6.01 with respect to any
series of the Securities if so specified pursuant to Section 3.01, the
Company shall execute, and the Trustee upon receipt of a Company Order
shall authenticate and deliver, in exchange for any Security of such series
in global form, Securities of such series in certificated form in
authorized denominations for an aggregate principal amount equal to the
principal amount of such Security in global form.

The Company may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by such global Security or
Securities. 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 in certificated form and in an
aggregate principal amount equal to the principal amount of the Security or
Securities in global form representing such series in exchange for such
Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect
to a series of Securities, the Depositary for such series of Securities may
surrender a global Security of such series in exchange in whole or in part
for Securities of such series in certificated form on such terms an are
acceptable to the Company and such Depositary. Thereupon, the Company
shall execute, and the Trustee shall authenticate and deliver, without
service charge to the Depositary,

(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 global Security; and

(ii) to such Depositary a new global Security of like tenor
in a denomination equal to the difference, if any, between the
principal amount of the surrendered global security and the aggregate
principal amount of certificated Securities delivered to Holders
thereof.

In any exchange provided for in any of the preceding three
paragraphs, the Company shall execute and the Trustee shall authenticate
and deliver Securities in certificated form in authorized denominations.

Upon the exchange of a global Security for Securities in
certificated form, such global Security 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 issued in
exchange for a Book-Entry Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the
Depositary for such Book-Entry Security, 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 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 Registered 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.

No service charge shall be made to the Holder 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 3.04,
9.06 or 11.06 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange of Securities of any series for a period of 15 days
before the selection of any Securities of that series selected for
redemption, or (ii) to register the transfer of or exchange of any Security
so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, (iii) to register the
transfer of or exchange of any Security if the Holder thereof has
exercised any right to require the Company to purchase such Security, in
whole or in part, except any portion thereof not required to be so
purchased, or (iv) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security any be exchanged for a
Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption.

SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

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

If there shall be delivered to the Company and 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 upon its request 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
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 en Section 10.02, be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated
by Section 3.01, any interest on Bearer Securities shall be payable only
upon presentation and surrender of the coupons appertaining thereto.

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

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

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

SECTION 3.07 Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.01,
interest 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.

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 in each case, as provided in clause (1) or (2)
below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Registered Securities of such Series at his address as
it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been 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
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.

At the option of the Company, interest on Registered Securities
of any series that bear interest may be paid (i) by mailing a check to the
address of the person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
person entitled thereto as specified in the applicable Security Register.

Notwithstanding the above, except as otherwise specified with
respect to a series of Securities in accordance with the provisions of
Section 3.01, a Holder of $10,000,000 or more in aggregate principal amount
of Securities of the same series having the same Interest Payment Date
shall be entitled to receive payments of interest by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Trustee on or before the Regular Record Date
immediately preceding the applicable Interest Payment Date.

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

SECTION 3.08 Persons Deemed Owners.

Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Registered Security for the
purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.07) 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.

SECTION 3.09 Cancellation.

All Securities and Coupons 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 for cancellation or, if surrendered to the
Trustee, 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 all Securities and Coupons so delivered shall be promptly
cancelled by the Trustee. No Securities or Coupons shall be authenticated
in lieu of or in exchange for any Securities or Coupons cancelled as
provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities and Coupons shall be destroyed by the Trustee and,
if requested by the Company, a certificate evidencing such destruction
shall be delivered to the Company.

SECTION 3.10 Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall
be computed, based on actual days elapsed, on the basis of a 360-day year
of twelve 30-day months.

ARTICLE IV

CONVERSION OF SECURITIES

SECTION 4.01 Applicability of Article.

If the Securities of any series are Convertible Securities the
provisions of this Article Four shall be applicable to the Securities of
such series (except as otherwise specified in a Board Resolution, Officers'
Certificate or executed supplemental indenture referred to in Section 3.01
by or pursuant to which the form and terms of the Convertible Securities of
such series were established).

Subject to the provisions of this Article Four, the Holder of any
Convertible Security shall have the right, at the option of such Holder, to
convert the principal amount of such Convertible Security or any portion of
the principal amount thereof which is $1,000 or an integral multiple of
$1,000 (or such principal amount as is specified in a Board Resolution,
Officers' Certificate or executed supplemental indenture referred to in
Section 3.01 by or pursuant to which the form and terms of the Convertible
Securities of such series were established) into the number of shares of
Common Stock obtained by dividing the principal amount so to be converted
by the Conversion Price, defined and determined as hereinafter provided, in
effect at the Conversion Date (as defined in Section 4.02) in the manner
provided in Section 4.02 and subject to settlement of fractional interests
in accordance with Section 4.03 and subject to the other provisions of this
Article Four with respect to the delivery of property other than Common
Stock. Such conversion privilege shall, except as specified in a Board
Resolution, Officers' Certificate or executed supplemental indenture
referred to in Section 3.01 by or pursuant to which the form and terms of
the Convertible Securities of such series were established, commence on the
date of the issuance of such Convertible Security or any Predecessor
Security and shall expire at the close of business on the Stated Maturity
of such Convertible Security. If a Convertible Security or portion thereof
is called for redemption or is delivered for repurchase, such conversion
privilege in respect of the Convertible Security or portion so called shall
expire at the close of business on the fifth Business Day prior to the
Redemption Date or repurchase date, unless the Company shall default in
making the payment due upon redemption or repurchase.

The conversion price (the "Conversion Price") for a series of
Convertible Securities shall be set forth in a Board Resolution, Officers'
Certificate or executed supplemental indenture referred to in Section 3.01
by or pursuant to which the form and terms of the Convertible Securities of
such series were established and shall be subject to adjustment as provided
in Section 4.04.

SECTION 4.02 Exercise of Conversion Privilege.

In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted, in whole or in part, shall surrender
such Convertible Security to the Conversion Agent at any time during usual
business hours at its office or agency maintained for the purpose as
provided in this Indenture, accompanied by a fully executed written notice
(the "Conversion Notice"), in substantially the form set forth on the
reverse of the Convertible Security, that the Holder elects to convert such
Convertible Security or, if less than the entire principal amount thereof
is to be converted, a stated portion thereof constituting a multiple of
$1,000 in principal amount (or such other principal amount as is specified
in a Board Resolution, Officers' Certificate or executed supplemental
indenture referred to in Section 3.01 by or pursuant to which the form and
terms of the Convertible Securities of such series were established). A
Convertible Security surrendered for conversion during the period between
the close of business on any record date for such Convertible Security and
the opening of business on the related Interest Payment Date (the "Interest
Period") that shall not have been called for redemption on a Redemption
Date within such interest Period (or on such Interest Payment Date) shall
be accompanied also by payment of an amount equal to the interest payable
on such Interest Payment Date on the portion of the principal amount of the
Convertible Security being surrendered for conversion. Such interest shall
be payable to the Holder on the Record Date notwithstanding the conversion.
Such Conversion Notice shall also state the name or names (and address or
addresses) in which the certificate or certificates for shares of Common
Stock shall be issued (or to whom payment in cash in lieu of Common Stock
shall be made). Convertible Securities surrendered for conversion shall
(if so required by the Company or the Conversion Agent) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company and the Conversion Agent duly executed by,
the Holder or his attorney duly authorized in writing.

As promptly as practicable on or after the Conversion Date (as
defined below), the Company shall, subject to the provisions of Section
4.07, issue and deliver at such office or agency to such Holder, or on his
written order, a certificate or certificates for the number of full shares
of Common Stock issuable on conversion of such Convertible Security or
portion thereof in accordance with the provisions of this Article Four
together with payment in cash, as provided in Section 4.03, in respect of
any fraction of a share of Common Stock otherwise issuable upon such
conversion or, if so provided in a Board Resolution, Officers' Certificate
or executed supplemental indenture referred to in Section 3.01 by or
pursuant to which the form and terms of the Convertible Securities of such
series were established, a payment in cash in lieu of shares of Comon
Stock. Such conversion shall be deemed to have been effected
immediately prior to the close of business on the date (herein called the
"Conversion Date") on which such notice in proper form shall have been
received by the Conversion Agent and such Convertible Security shall have
been surrendered as aforesaid, and the Person or Persons in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable, if any, upon such conversion shall be deemed to have become on
the Conversion Date the holder or holders of record of the shares
represented thereby; provided, however, that upon any such surrender on any
date when the stock transfer books of the Company shall be closed, the
Person or Persons in whose name or name the certificate or certificates for
such shares are to be issued, if any, shall be deemed the record holder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open but such
conversion shall nevertheless be at the Conversion Price in effect at the
close of business on the date when such Security shall have been so
surrendered with the Conversion Notice.

In the case of conversion of a portion, but less than all, of a
Convertible Security, the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the
Company, a new Convertible Security or Securities of the same series in the
aggregate principal amount equal to the unconverted portion of the
principal amount of the surrendered Convertible Security. Except as
otherwise expressly provided in this Indenture, no payment or adjustment
shall be made for interest accrued on any Convertible Security (or portion
thereof) converted or for dividends or distributions on any Common Stock
issued upon conversion of any Convertible Security. The right, if any, of
a Holder of any Convertible Security to cause the Company to redeem,
purchase or repay such Convertible Security shall terminate at the close of
business on the Conversion Date.

SECTION 4.03 Fractional Interests.

No fractions of shares or scrip representing fractions of shares
shall be issued upon conversion of Convertible Securities. If more than
one Convertible Security of the same series shall be surrendered for
conversion, in whole or in part, at one time by the same Holder, the number
of full shares which shall be issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Convertible
Securities (or specified portions thereof) to be converted, so surrendered.
If any fraction of a share of Common Stock would, except for the foregoing
provisions of this Section 4.03, be issuable on the conversion of any
Convertible Security or Securities (or specified portions thereof), the
Company shall make payment in lieu thereof in cash equal to the same
fraction of the market price per share of Common Stock. For such purposes
the market price per share of Common Stock shall be determined on the basis
of the last sale price of one share of Common Stock regular way on the most
recent Trading Day prior to the Conversion Date or, if no such reported
sale takes place on such day, the average of the reported closing bid and
asked prices regular way on such day, in either case (i) as reported on the
American Stock exchange, or (ii) if on such Trading Day the Common Stock is
not listed or admitted to trading on such exchange, on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading, or (iii) if not listed or admitted to trading on any
national securities exchange on such Trading Day, then as reported through
the National Association of Securities Dealers, Inc. on its NASDAQ National
Market System or NASDAQ System or a similar organization if NASDAQ is no
longer reporting information, or (iv) if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted on such
National Market System or NASDAQ System on such Trading Day, then the
average of the closing bid and asked prices in the over-the-counter market
as furnished by any New York Stock Exchange member firm selected from time
to time by the Board of Directors for that purpose, or (v) if not quoted by
any such organization on such Trading Day, the fair value of such Common
Stock on such Trading Day, as determined by the Board of Directors. The
term "Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on any of the
above mentioned exchanges or in such markets.

SECTION 4.04 Adjustment of Conversion Price.

The Conversion Price with respect to Convertible Securities of a
series shall be adjusted from time to time as follows with respect to
events that take place after the initial issuance of any Securities of such
series:

(a) if the Company shall (1) pay a dividend or make a
distribution in shares of Common Stock on the Common Stock, (2) subdivide
its outstanding shares of Common Stock into a greater number of shares,
(3) combine its outstanding shares of Common Stock into a smaller number of
shares or (4) issue by reclassification of its Common Stock any shares of
capital stock of the Company, the Conversion Price shall be deemed to be
proportionately adjusted, so that any Holder of any Convertible Security
thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock or other capital stock of the Company
which he would have owned or been entitled to receive immediately following
such action had such Convertible Security been converted immediately prior
thereto. If in any reclassification the holders of Common Stock are
entitled to make an election between different forms of consideration, the
Holders shall be deemed to have elected to receive the consideration
payable to a plurality of the holders of Common Stock who have not duly
filed elections as to the consideration to be received.

An adjustment made pursuant to this subsection (a) shall become
effective immediately, except as provided in subsection (f) below, after
the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

(b) In case the Company shall issue generally to holders of
Common Stock rights, options or warrants entitling such holders (for a
period not exceeding 45 days from the date of such issuance) to subscribe
for or purchase shares of Common Stock at a price per share less than
the current market price per share (as determined pursuant to subsection
(e) below) of the Common Stock on the record date mentioned below, the
Conversion Price shall be adjusted to a price, computed to the nearest
cent, so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance of
such rights, options or warrants by a fraction, of which

(i) the numerator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date fixed for the
determination of stockholders entitled to receive such rights, options
or warrants, and (B) the number of shares which the aggregate
offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such current
market price (determined by multiplying such total number of shares by
the exercise price of such rights, options or warrants and dividing
the product so obtained by such current market price), and of which

(ii) the denominator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date fixed for the
determination of stockholders entitled to receive such rights, options
or warrants, and (B) the number of additional shares of Common Stock
which are so offered for subscription or purchase.

Such adjustment shall become effective immediately, except as
provided in subsection (f) below, after the record date for the
determination of holders entitled to receive such rights, options or
warrants.

(c) In case the Company shall, by dividend or otherwise,
distribute, to substantially all holders of Common Stock, evidences of
indebtedness, equity securities (including equity interests in the
Company's Subsidiaries) other than Common Stock, or other assets (other
than cash dividends paid out of earned surplus of the Company or current
net earnings as shown on the books of the Company and other than
Extraordinary Cash Dividends, which are governed by the provisions of
subsection (d) below), or shall distribute to substantially all holders of
Common Stock rights, options or warrants entitling such Holders to
subscribe for securities (other than those referred to in subsection (b)
above), then in each such case the Conversion Price shall be adjusted so
that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of such
distribution by a fraction of which

(i) the numerator shall be the current market price
per share (determined as provided in subsection (e) below) of the
Common Stock on the record date mentioned below less the then fair
market value (as determined by the Board of Directors, whose
determination shall, if made in good faith, be conclusive evidence of
such fair market value) of the portion of the assets, evidence of
indebtedness, equity securities or other securities so distributed or
of such subscription rights, options or warrants applicable to one
share of Common Stock, and of which

(ii) the denominator shall be such current market
price per share of the Common Stock.

Such adjustment shall become effective immediately, except as
provided in subsection (f) below, after the record date for the
determination of stockholders entitled to receive such distribution.
Notwithstanding the foregoing, with respect to the rights ("Rights")
distributed under the Rights Agreement, dated as of June 4, 1989, between
the Company and BankBoston, N.A. as amended and as it may be further
amended after the date hereof and/or in the event that and each time that
the Company shall distribute any other rights or warrants (other than those
referred to in paragraph (b) of this Section) ("Additional Rights") pro
rata to holders of Common Stock, the Company shall make proper provision so
that each Holder of a Convertible Security who converts such Convertible
Security (or any portion thereof) (A) after the date hereof in the case of
Rights and (B) after the record date for any such distribution in the case
of Additional Rights, and prior to the expiration or redemption of the
Rights or Additional Rights, as the case may be, shall be entitled to
receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion (the "Conversion Shares"), a number of Rights
or Additional Rights, to be determined as follows: (i) if such conversion
occurs on or prior to the date for the distribution to the holders of
Rights or Additional Rights of separate certificates evidencing such Rights
or Additional Rights (the "Distribution Date"), the same number of Rights
or Additional Rights to which a holder of a number of shares of Common
Stock equal to the number of Conversion Shares is entitled at the time of
such conversion in accordance with the terms and provisions of and
applicable to the Rights or Additional Rights; and (ii) if such conversion
occurs after the Distribution Date, the same number of Rights or Additional
Rights to which a holder of the number of shares of Common Stock into which
the principal amount of the Security so converted was convertible
immediately prior to the Distribution Date would have been entitled on the
Distribution Date in accordance with the term and provisions of and
applicable to the Rights or Additional Rights.

If, with respect to any distribution to which this paragraph (c)
would otherwise apply, the fair market value of the portion of the assets
so distributed applicable to one share of Common Stock exceeds the current
market price per share of Common Stock or the current market price per
share of Common Stock exceeds such fair market value by less than $1.00,
then the adjustment provided by this subsection (c) shall not be made and
in lieu thereof the provision of paragraph (h) shall apply to such
distribution.

(d) If the Company shall, by dividend or otherwise,
distribute generally to holders of its Common Stock cash (excluding any
cash that is distributed upon a merger or consolidation to which Section
4.05 applies) in an aggregate amount such that such dividend or
distribution shall constitute an Extraordinary Cash Dividend, then, and in
each such case, immediately after the close of business on such date for
determination, the Conversion Price shall be reduced so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the close of business on the date fixed for
determination of the stockholders entitled to receive such distribution by
a fraction, of which

(i) the numerator shall be equal to (A) the current market
price per share (determined as provided in paragraph (e) of this
Section) of the Common Stock on the date fixed for such determination
less (B) an amount equal to the excess of such Extraordinary Cash
Dividend over four times the per share amount of the Company's most
recently declared regular quarterly dividend and of which

(ii) the denominator shall be equal to such market price
per share.

(e) For the purpose of any computation under subsections (b),
(c) or (d) above, the current market price per share of Common Stock on any
date shall be deemed to be the average of the Sale Prices for the 20
consecutive Trading Days commencing 30 Trading Days before the date in
question.

(f) In any case in which this Section 4.04 shall require that an
adjustment of the Conversion Price be made effective immediately following
a record date, the Company may elect to defer the effectiveness of such
adjustment (but in no event until a date later than the effective time of
the event giving rise to such adjustment), in which case the Company shall,
with respect to any Convertible Security converted after such record date
and before such adjustment shall have become effective, (i) defer paying
any cash payment pursuant to Section 4.03 or issuing to the Holder of such
Convertible Security the number of shares of Common Stock and other
capital stock of the Company issuable upon such conversion in excess of the
number of shares of Common Stock and other capital stock of the Company
issuable thereupon only on the basis of the Conversion Price prior to
adjustment and (ii) not later than five Business Days after such adjustment
shall have become effective, pay to such Holder the appropriate cash
payment pursuant to Section 4.03 and issue to such Holder the additional
shares of Common Stock and other capital stock of the Company issuable on
such conversion.

(g) No adjustment of the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least 1%
of the Conversion Price; provided, however, that any adjustments which by
reason of this subsection (g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; and, provided,
further, that each adjustment shall be required and made in accordance with
the provisions of this Article Four (other than this subsection (g)) not
later than such time as may be required in order to preserve the tax-free
nature of a distribution to the holders of Convertible Securities or Common
Stock. All calculations under this Article Four shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may
be.

(h) If the Company makes a distribution to holders of its Common
Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that, but for the provisions
of the last sentence of subsection (c), would otherwise result in an
adjustment in the Conversion Rate, then, from and after the record date for
determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Convertible Security that converts such
Convertible Security in accordance with the provisions of this Indenture
shall upon such conversion be entitled to receive, in addition to the
shares of Common Stock into which the Convertible Security is convertible,
the kind and amount of securities, cash or other assets comprising the
distribution that such Holder would have received if such Holder had
converted the Convertible Security immediately prior to the record date for
determining the holders of Common Stock entitled to receive the
distribution.

(i) Whenever the Conversion Price shall be adjusted as herein
provided, the Company shall promptly (A) file with the Trustee and each
Conversion Agent an Officers' Certificate setting forth the Conversion
Price after such adjustment and setting forth in reasonable detail the
facts requiring such adjustment and the manner of computing the same, and
(B) mail or cause to be mailed a notice stating that the Conversion Price
has been adjusted and setting forth the adjusted Conversion Price to each
Holder of Convertible Securities at his address as the same appears on the
Security Register.

Anything in this Section 4.04 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by this Section 4.04, as it in its
discretion shall determine to be advisable in order that any stock
dividend, subdivision of shares, distribution of rights or warrants to
purchase stock or securities, or distribution of other assets (other than
cash dividends) hereafter made by the Company to its stockholders shall not
be taxable.

SECTION 4.05 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets.

If the Company is a party to a transaction subject to Section
8.01 (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately
prior to such transaction do not receive securities, cash, or other assets
of the Company or any other Person) or a merger or binding share exchange
which reclassifies or changes its outstanding Common Stock, the Person
obligated to deliver securities, cash or other assets to holders of Common
Stock pursuant to such transaction subject to Section 8.01, merger or
binding share exchange shall enter into a supplemental indenture. If the
issuer of securities deliverable upon conversion of Convertible Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture. The supplemental indenture shall provide that the
Holder of a Convertible Security shall have the right thereafter (during
the period such Convertible Security shall be convertible as specified in
Section 4.01) to convert such Convertible Security into the kind and amount
of securities, cash, property or other assets which such Holder would have
received immediately after the consolidation, merger, binding share
exchange or transfer if such Holder had converted the Convertible Security
immediately before the effective date of such transaction, assuming (to the
extent applicable) that such Holder (i) was not a Person with which the
Company consolidated or into which the Company merged or which merged into
the Company or to which such Sale or transfer was made, as the case may be
(a "Constituent Person"), or an Affiliate of a Constituent Person to such
transaction, (ii) made no election, if any, as to the kind or amount of
securities, cash or other property receivable upon such transaction with
respect thereto, and (iii) was treated alike with the plurality of non-
electing Holders. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Article Four. The successor Company shall
mail to each Holder of a Convertible Security a notice briefly describing
the supplemental indenture.

If the Company shall enter into a sale of all or substantially
all of the assets of the Company in a transaction in which the holders of
the Common Stock immediately prior to such transaction do not receive
securities, cash, or other assets of the Company or any other Person, the
Convertible Securities shall remain convertible into the Common Stock (or
other property) which, but for such sale of assets of the Company, the
Holders of such Convertible Securities would have been entitled to upon
conversion.

If this Section 4.05 applies, neither paragraph (a) nor (c) of
Section 4.04 applies.

SECTION 4.06 Notices of Certain Events.

If:

(a) the Company shall declare a dividend (or any other
distribution) payable to the holders of Common Stock other than cash
dividends which are not Extraordinary Cash Dividends; or

(b) the Company shall authorize the granting generally to
the holders of Common Stock of rights, options or warrants to subscribe for
or purchase any shares of stock of any class or of any other rights; or

(c) the Company shall authorize any reclassification or
change of the Common Stock (other than a subdivision or combination of its
outstanding shares of Common Stock), or any consolidation or merger to
which the Company is a party and for which approval of any stockholders of
the Company is required, or the sale or conveyance of all or substantially
all the property or business of the Company; or

(d) there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Company; or

(e) the Company or any Subsidiary or Affiliate shall
commence a tender offer for all or a portion of the Company's outstanding
shares of Common Stock (or shall amend any such tender offer);

then, the Company shall cause to be filed at the office or agency
maintained for the purpose of conversion of the Convertible Securities as
provided in Section 10.02, and shall cause to be mailed to each Holder of
Convertible Securities, at his address as it shall appear on the Security
Register therefor, at least 20 days before the date hereinafter specified
(or the earlier of the dates hereinafter specified, in the event that more
than one date is specified), a notice stating the date on which (1) a
record is expected to be taken for the purpose of such dividend,
distribution, rights, options, warrants or tender offer or if a record is
not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution or rights (or in the case of
a tender offer to be entitled to tender shares of Common Stock) are to be
determined, or (2) such reclassification, change, consolidation, merger,
sale, conveyance, dissolution, liquidation or winding-up is expected to
become effective, and the date, if any is to be fixed, as of which it is
expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, change, consolidation,
merger, sale, conveyance, dissolution, liquidation, winding-up or tender
offer.

SECTION 4.07 Taxes on Conversion.

The Company will pay any and all documentary, stamp or similar
taxes payable to the United States of America (or any other jurisdiction in
which the Company is domiciled or incorporated) or any political
subdivision or taxing authority thereof or therein (other than any such tax
of any such non-United States jurisdiction that would not have been payable
in respect of the applicable Holder if such jurisdiction had been the
United States of America or any political subdivision or taxing authority
thereof) in respect of the issue or delivery of shares of Common Stock on
conversion of Convertible Securities pursuant hereto; provided, however,
that the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name,
and the Conversion Agent may refuse to deliver the certificates
representing such Common Stock until the Person requesting such issue or
delivery has paid to the Company the amount of any such tax or has
established, to the satisfaction of the Company, that such tax has been
paid. The Company extends no protection with respect to any other taxes
imposed in connection with conversion of Convertible Securities.

SECTION 4.08 Company to Provide Stock.

The Company shall at all times reserve and keep available free
from preemptive rights, out of its authorized but unissued shares of
capital stock, the full number of shares of capital stock to provide for
the conversion of Convertible Securities from time to time as such
Convertible Securities are presented for conversion; provided, however,
that nothing contained herein shall be construed to preclude the Company
from satisfying its obligations in respect of the conversion of Convertible
Securities by delivery of repurchased shares of Common Stock which are held
in the treasury of the Company.

If any shares of capital stock to be reserved for the purpose of
conversion of Convertible Securities hereunder require registration with or
approval of any governmental authority under any federal or state law or
any action in respect of any stock exchange or similar listing before such
shares may be validly issued or delivered upon conversion, then the Company
covenants that it will in good faith and as expeditiously as possible
endeavor to secure such registration, approval or action, as the case may
be; provided, however, that, nothing in this Section 4.08 shall be deemed
to affect in any way the obligations of the Company to convert Convertible
Securities into Common Stock as provided in this Article Four.

Before taking any action which would cause an adjustment reducing
the Conversion Price below the then par value, if any, of the Common Stock,
the Company will take all corporation action which may, in the opinion of
counsel, be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of Common Stock at such adjusted
Conversion Price.

The Company covenants that all shares of Common Stock which may
be issued upon conversion of Convertible Securities will upon issue be
fully paid and nonassessable by the Company and free of preemptive rights.

SECTION 4.09 Disclaimer of Responsibility for Certain Matters.

Neither the Trustee, the Conversion Agent nor any agent of either
shall at any time be under any duty or responsibility to any Holder of
Convertible Securities to determine whether any facts exist which may
require any adjustment of the Conversion Price, or with respect to the
Officers' Certificate referred to in Section 4.04(i), or with respect to
the nature or extent of any such adjustment when made, or with respect to
the method employed, herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee, the Conversion Agent
nor any agent of either shall be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock, or of any
securities or property (including cash), which may at any time be issued or
delivered upon the conversion of any Convertible Security; and neither the
Trustee, the Conversion Agent nor any agent of either makes any
representation with respect thereto. Neither the Trustee, the Conversion
Agent nor any agent of either shall be responsible for any failure of the
Company to issue, register the transfer of or deliver any shares of Common
Stock or stock certificates or other securities or property (including
cash) upon the surrender of any Convertible Security for the purpose of
conversion or, subject to Section 3.01, to comply with any of the covenants
of the Company contained in this Article Four.

SECTION 4.10 Return of Funds Deposited for Redemption of Converted
Convertible Securities.

Any funds which at any time shall have been deposited by the
Company or on its behalf with the Trustee or any Paying Agent for the
purpose of paying the principal of and interest, if any, on any of the
Convertible Securities and which shall not be required for such purposes
because of the conversion of such Convertible Securities, as provided in
this Article Four, shall after such conversion be repaid to the Company by
the Trustee or such Paying Agent.

ARTICLE V

SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 5.01 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect with respect to Securities of any series (except as to any surviving
rights of registration of transfer or exchange of Securities of such
series, replacement of lost, stolen or mutilated Securities of such series
and conversion of Securities of such series 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 series, when

(1) either

(A) all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining thereto
(other than (i) Coupons appertaining to Bearer Securities of such
series 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 3.05, (ii) Securities
of such series and Coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 3.06, (iii) Coupons appertaining to Bearer Securities of
such series called for redemption and maturing after the relevant
Redemption Date, surrender of which has been waived as provided
in Section 11.06 and (iv) Securities of such series 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 10.03) have been delivered to the Trustee for
cancellation; or

(B) all such Securities and Coupons of such series not
theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

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

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

and 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 and Coupons of such series not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities and Coupons
of such series which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with. In addition,
the Opinion of Counsel shall be to the effect that Holders of the
Securities and Coupons, if any, of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of
the Company's exercise of its option under this Section 5.01 and will
be subject to Federal income tax in the same amount, in the same
manner and at the same times as would have been the case if such
option had not been exercised and must refer to and be based upon a
ruling of the Internal Revenue Service.

At any time when no Securities of any series are outstanding,
this Indenture shall upon Company Request cease to be of further effect and
the Trustee, at the expense of the Company, shall execute proper
instruments of satisfaction and discharge of this Indenture.

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.05 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
5.02 and the last paragraph of Section 10.03, shall survive.

SECTION 5.02 Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Sections 5.01 and 5.03
shall be held in trust and applied by it, in accordance with the provisions
of the Securities and Coupons, if any, 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 the Trustee.

SECTION 5.03 Satisfaction, Discharge and Defeasance of Securities of Any
Series.

If this Section is specified, as contemplated by Section 3.01, to
be applicable to Securities and Coupons, if any, of any series, at the
Company's option, either

(a) the Company will be deemed to have been Discharged (as
defined below) from its obligations with respect to Securities and Coupons,
if any, of such series or

(b) the Company will cease to be under any obligation to
comply with any term, provision or condition set forth in (i) Article VIII
and Sections 10.09, 10.10 and 10.11 or (ii) the terms, provisions or
conditions of such series specified pursuant to Section 3.01 (provided,
however, that the Company may not cease to comply with any obligations as
to which it may not be Discharged pursuant to the definition of
"Discharged"), if, in the case of (a) and (b), with respect to the
Securities and Coupons, if any, of such series on the 91st day after the
applicable conditions set forth below in (x) and either (y) or (z) have
been satisfied:

(x)(1) the Company has paid or caused to be paid all
other sums payable with respect to the Outstanding Securities and
Coupons, if any, of such series (in addition to any required
under (y) or (z)); and

(2) 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 the entire indebtedness on all
Outstanding Securities and Coupons, if any, of any such series
have been complied with; and

(y)(1) the Company shall have deposited or caused to
be deposited irrevocably with the Trustee as a trust fund
specifically pledged as security for (on a first-priority
perfected basis), and dedicated solely to, the benefit of the
Holders of the Securities and Coupons, if any, of such series (i)
an amount (in such currency or currency unit in which the
Outstanding Securities and Coupons, if any, of such series are
payable) or (ii) U.S. Government Obligations (as defined below)
or, in the case of Securities and Coupons, if any, denominated in
a Foreign Currency and if so specified pursuant to Section 3.01,
Foreign Government Securities (as defined below), which through
the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than the due
date of any payment of principal (including any premium) and
interest, if any, under the Securities and Coupons, if any, of
such series, money in an amount or (iii) a combination of (i) and
(ii) sufficient (in the opinion with respect to (ii) and (iii) of
a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee) to pay and discharge each installment of principal of
(including any premium), and interest, if any, on, the
Outstanding Securities and Coupons, if any, of such series on the
dates such installments of interest or principal are due;

(2)(i) no Event of Default or event (including such
deposit) which with notice or lapse of time or both would become
an Event of Default shall have occurred and be continuing on the
date of such deposit, (ii) no Event of Default as defined in
clause (5) or (6) of Section 6.01, or event which with notice or
lapse of time or both would become an Event of Default under
either such clause, shall have occurred within 90 days after the
date of such deposit and (iii) such deposit and the related
intended consequence under (a) or (b) will not result in any
default or event of default under any material indenture,
agreement or other instrument binding upon the Company or any
Subsidiary or any of their properties;

(3) the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that Holders of the
Securities and Coupons, if any, of such series will not recognize
income, gain or loss for Federal income tax purposes as a result
of the Company's exercise of its option under this Section 5.03
and will be subject to Federal income tax in the same amount, in
the same manner and at the same times as would have been the case
if such option had not been exercised; and

(4) the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that if the deposit
referred to in paragraph (y)(1) above shall include U.S.
Government Obligations or Foreign Government Securities, such
deposit shall not result in the Company, the Trustee or such
trust being regulated as an "investment company" under the
Investment Company Act of 1940; or

(z) the Company has properly fulfilled such other
means of satisfaction and discharge as is specified, as
contemplated by Section 3.01, to be applicable to the Securities
and Coupons, if any, of such series.

Any deposits with the Trustee referred to in clause (y)(1) above
will be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee. If any Outstanding Securities and
Coupons, if any, of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any mandatary redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable
escrow trust agreement will provide therefor and the Company will make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

"Discharged" means that the Company will be deemed to have paid
and discharged the entire indebtedness represented by, and obligations
under, the Securities and Coupons, if any, of the series as to which this
Section is specified as applicable as aforesaid and to have satisfied all
the obligations under this Indenture relating to the Securities and
Coupons, if any, of such series (and the Trustee, at the expense of the
Company, will execute proper instruments acknowledging the same), except
(A) the rights of Holders thereof to receive, from the trust fund described
in clause (y)(1) above, payments of the principal of, premium and the
interest, if any, on such Securities and Coupons, if any, when such
payments are due, (B) the Company's obligations with respect to such
Securities and Coupons, if any, under Sections 3.05 and 3.06 (insofar as
applicable to Securities of such series), Article IV (insofar as applicable
to Securities of such series), Sections 5.02, 10.02 and 10.03 (last
paragraph only) and the Company's obligations to the Trustee under Sections
7.05, 7.06 and 7.07 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, will survive such discharge. The
Company will reimburse the trust fund for any loss suffered by it as a
result of any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or Foreign Government Securities, as
the case may be, or any principal, premium or interest paid on such
obligations, and, subject to the provisions of Section 7.05, will indemnify
the Trustee against any claims made against the Trustee in connection with
any such loss.

"Foreign Government Securities" as used in Section 5.03 means,
with respect to Securities and Coupons, if any, of any series that are
denominated in a Foreign Currency, securities that are (i) direct
obligations of the government that issued such currency for the payment of
which obligations 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 such government (the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation of such
government) which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof.

"U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation of the United States of
America, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and will 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 specified 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 Obligations or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

ARTICLE VI

REMEDIES

SECTION 6.01 Events of Default.

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

(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity; or

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

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of
series of Securities other than the series in respect of which the
Event of Default is being determined), and continuance of such default
or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company
or a Significant Subsidiary 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 or
a Significant Subsidiary a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or a
Significant Subsidiary under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or a Significant
Subsidiary 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 90 consecutive days; or

(6) the commencement by the Company or a Significant
Subsidiary 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 or a Significant
Subsidiary 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
similar official of the Company or a Significant Subsidiary 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 or a Significant Subsidiary in
furtherance of any such action; or

(7) acceleration of Indebtedness of the Company or any
Significant Subsidiary aggregating more than $50 million so that such
Indebtedness becomes due prior to the date on which the same would
otherwise become due and payable, unless such acceleration is
rescinded, annulled or otherwise cured prior to the giving of the
notice referred to in the first paragraph of Section 6.02 with respect
to the Securities of such series; or

(8) final and nonappealable judgments or orders to
pay, in the aggregate at any one time, more than $50 million rendered
by a court of competent jurisdiction against the Company or a
Significant Subsidiary, continued for 90 days (during which execution
shall not be effectively stayed or bonded) without discharge or
reduction to $50 million or less; or

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

SECTION 6.02 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 the 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 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; provided,
however, that in the case of any Event of Default with respect to the
Company specified in clause (5) or (6) of Section 6.01, such amount shall
become immediately due and payable without any notice, declaration or other
act on the part of the Trustee or any Holder.

At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

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

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

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

(C) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and

(D) all sum paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of Securities
of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 6.12.

No such recission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 6.03 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 or Coupon, if any, 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 or Coupons, if any, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and 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 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 6.04 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 6.05 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of
the Trustee, any predecessor Trustee and the Holders allowed in any
judicial proceedings relative to the Company, its creditors or its
property.

Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.06 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article in
respect of the Securities of any series shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest on the Securities of such series, upon presentation of the
Securities and Coupons, if any, appertaining thereto in respect of which
moneys have been collected and the notation thereon of the distribution if
such principal, premium and interest is only partially paid and upon
surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under
Section 7.05; and

Second: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) 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 premium, if any) and interest, respectively.

SECTION 6.07 Limitation on Suits.

No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;

(2) the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder,

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the Outstanding Securities of that
series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 6.08 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 6.09 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 3.06, 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 6.10 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 6.11 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.

SECTION 6.12 Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of
all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any)
or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.

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

SECTION 6.13 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.

SECTION 6.14 Judgment Currency.

The following provisions of this Section 6.14 shall apply to the
extent permissible under applicable law: Judgments in respect of any
obligations of the Company under any Securities or Coupons, if any, of any
series shall be rendered in the currency or currency unit in which such
Securities or Coupons are payable. If for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company
hereunder or under any Security or Coupon, it shall become necessary to
convert into any other currency or currency unit any amount in the currency
or currency unit due hereunder or under such Security or Coupon, then such
conversion shall be made at the Conversion Rate (as defined below) 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 Conversion Rate and the Conversion
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 the amount in such other currency or currency unit which, when
converted at the Conversion Rate as in effect on the date of payment or
distribution, is the amount then due hereunder or under such Security or
Coupon. Any amount due from the Company under this Section 6.14 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 or Coupon so that in any event the Company's obligations
hereunder or under such Security or Coupon will be effectively maintained
as obligations in such currency or currency unit. In no event, however,
shall the Company be required to pay more in the currency or currency unit
due hereunder or under such Security or Coupon at the Conversion Rate as in
effect when payment is made than the amount of currency or currency unit
stated to be due hereunder or under such Security or Coupon.

For purposes of this Section 6.14, "Conversion Rate" shall mean
the spot rate at which in accordance with normal banking procedures the
currency or currency unit into which an amount due hereunder or under any
Security or Coupon is to be converted could be purchased with the currency
or currency unit due hereunder or under any Security or Coupon, at the
option of the Company from major banks located in New York, London or any
other principal market for such purchased currency or currency unit.

ARTICLE VII

THE TRUSTEE

SECTION 7.01 Certain Rights of Trustee.

Subject to the provisions of the Trust Indenture Act:

(a) in the absence of bad faith on its part, the Trustee
may rely, as to the truth of the statements and the correctness of the
opinions expressed therein, 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
furnished to the Trustee and believed by the Trustee to be genuine and to
have been signed or presented by the proper party or parties, but, in the
case of any such papers or documents which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture;

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

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate;

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

(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, 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;

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

(h) the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it;

(i) if an Event of Default has occurred and is continuing,
the Trustee shall exercise its rights and powers and use the same degree of
care and skill in their exercise as a prudent man would exercise in the
conduct of his own affairs;

(j) except during the continuance of an Event of Default
the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others;

(k) no provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that the
Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(l) 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 7.01.

SECTION 7.02 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 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 shall not
be accountable for the use or application by the Company of Securities or
the proceeds thereof.

SECTION 7.03 May Hold Securities.

The Trustee, 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 may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar or such other agent.

SECTION 7.04 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 7.05 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 as agreed to by
the Company and the Trustee (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 of performance of any of
its powers or duties hereunder.

SECTION 7.06 Resignation and Removal; Appointment of Successor.

(a) The Trustee may resign at any time with respect to the
Securities of one or more series by giving 30 days written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee
required by Section 7.07 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.

(b) 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.

(1) the Trustee shall fail to comply with Section
3.10(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 3.10(a) of the Trust Indenture Act and shall fail to
resign after written request therefor by the Company or by any
such Holder, or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) 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.

(d) 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 7.07. 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 may 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 7.07,
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 7.07, 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.

(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 in Section 1.05. 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 7.07 Acceptance of Appointment by Successor.

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

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect
to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees 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.

(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.

SECTION 7.08 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 7.09 Reports by Trustee.

Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of Securities
as provided in Trust Indenture Act Section 313(c) a brief report dated as
of such May 15 if required by Trust Indenture Act Section 313(a).

SECTION 7.10 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000. If such
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a supervising or examining authority, then for the
purposes of this Section 7.10, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth
in its more 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
hereinbefore specified in this Article VII.

SECTION 7.11 Notice of Events of Default.

The Trustee shall give the Holders of any series of Securities
notice in writing of any Event of Default with respect to Securities of
such series as and to the extent provided by the Trust Indenture Act.

ARTICLE VIII

CONSOLIDATION, MERGER OR SALE

SECTION 8.01 Consolidation, Merger or Sale.

Subject to the provisions of Section 8.03, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation
or merger of the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive consolidations
or mergers in which the Company or its successor or successors shall be a
party or parties, or shall prevent any sale, conveyance or lease of all or
substantially all the property of the Company to any other corporation
(whether or not affiliated with the Company) authorized to acquire and
operate the same; provided, however, and the Company hereby covenants and
agrees, that any such consolidation, merger, sale, conveyance or lease
shall be upon the conditions that (a) the corporation (if other than the
Company) formed by or surviving any such consolidation or merger, or to
which such sale, conveyance or lease shall have been made, shall be a
corporation organized under the laws of the United States of America, any
state thereof or the District of Columbia; (b) the due and punctual payment
of the principal of, premium, if any and interest, if any, on all the
Securities and Coupons, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, shall be expressly assumed and
the conversion rights, if any, shall be provided for in accordance with
Article IV, by supplemental indenture satisfactory in form to the Trustee
executed and delivered to the Trustee, by the corporation (if other than
the Company) formed by such consolidation, or into which the Company shall
have been merged, or by the corporation which shall have acquired or leased
such property.

SECTION 8.02 Successor Corporation to Be Substituted.

In case of any such consolidation, merger, sale, conveyance or
lease and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form
to the Trustee, of the due and punctual payment of the principal of and
interest, if any, on all of the Securities and the due and punctual
performance of all the covenants and conditions of this Indenture to be
performed by the Company, such successor corporation shall succeed to and
be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company (including any
intervening successor to the Company which shall have become the obligor
hereunder) shall, except in the case of a lease, be relieved of any further
obligation under this Indenture and the Securities; provided, however, that
in the case of a sale or conveyance of the property of the Company
(including any such intervening successor) in connection with which there
is not a plan providing for the complete liquidation of the Company
(including any such intervening successor), the Company (including any such
intervening successor) shall continue to be liable on (i) its obligations
under this Indenture and the Securities to the extent of liability to pay
the principal of and interest, if any, on the Securities at the time,
places and rate prescribed in this Indenture and the Securities and (ii)
obligations the Company may have under a supplemental indenture pursuant to
Section 4.05. Such successor corporation thereupon may cause to be signed,
and may issue either in its own name or in the name of the Company, any or
all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date
of the initial issuance of the Securities of such series.

In case of any such consolidation, merger, sale, conveyance or
lease such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued, as may be appropriate and
consented to by the Trustee.

SECTION 8.03 Securities to Be Secured in Certain Events.

If, upon any consolidation or merger or sale, conveyance or lease
to which Section 8.02 applies, or upon any acquisition by the Company by
purchase or otherwise of all or any part of the properties of any other
Person, any Principal Property or shares of stock or evidences of
indebtedness of a Subsidiary owned by the Company or a Subsidiary
immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge, lien or encumbrance to secure indebtedness for
money borrowed by any Person (which indebtedness shall be deemed to be
Secured Debt of the Company for purposes of the last paragraph of Section
10.09), the Company, immediately prior to such consolidation, merger, sale,
conveyance, lease or acquisition will, unless the incurrence of such
Secured Debt is permitted by Section 10.09, by indenture supplemental
hereto secure the due and punctual payment of the principal of, premium, if
any, and interest, if any, on the Securities then Outstanding (equally and
ratably with any other indebtedness entitled thereto immediately following
such transaction).

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 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 corporation to
the Company and the assumption by any such successor of the covenants
of the Company contained herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit
of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

(3) to add any additional Events of Default with respect to
all or any series of Securities; 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 provide for uncertificated (commonly known as "book entry")
Securities on terms satisfactory in substance to the Trustee; or

(5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 7.07(b); or

(9) if allowed without penalty under applicable laws and
regulations, to permit payment in the United States of America
(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

(10) 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 such action shall not
adversely affect the interests of the Holders of Securities of any
series in any material respect; or

(11) to add to, delete from or revise the conditions,
limitations on the authorized amount, terms or purposes of issue,
authentication and delivery of the Securities, as herein set forth; or

(12) to make provision with respect to the conversion
rights of Holders pursuant to the requirements of Section 4.05.

SECTION 9.02 Supplemental Indentures with Consent of Holders.

With the consent of (i) the Holders of not less than a majority
in principal amount of the Outstanding Securities, or (ii) in case less
than all of the several series of Securities are affected by such addition,
change, elimination or modification, the Holders of not less than a
majority in principal amount of each series so affected by such
supplemental indenture voting as a single class, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board of Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no
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 6.02, or change the coin or currency in which, or
delete any country from the Places of Payment (other than any such
country in which, in the good faith determination of the Board of
Directors, the functions to be performed in the Places of Payment in
such country are no longer practicably performable) in which, any
Securities or Coupons 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 or repurchase (in the case of Securities of a
series that are required to be repurchased by the Company as specified
pursuant to Section 3.01), on or after the Redemption Date or the
repurchase date, as applicable), 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) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in
Section 10.02, or

(4) modify any of the provisions of this Section 9.02,
Section 6.11, or Section 10.07, except to increase any such percentage
or to provide with respect to any particular series the right to
condition the effectiveness of any supplemental indenture as to that
series on the consent of the Holders of a specified percentage of the
aggregate principal amount of Outstanding Securities of such series
(which provision may be made pursuant to Section 3.01 without the
consent of any Holder) 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, or the deletion of
this proviso, in accordance with the requirements of Sections 7.07(b)
and 9.01(8), or

(5) if applicable, make any change that adversely affects
the right to convert any Convertible Security or, except as provided
in this Indenture, decrease the conversion rate or increase the
conversion price of any Convertible Security.

For the purposes of this Section 9.02, 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 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.

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

SECTION 9.03 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 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 9.04 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 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in
effect.

SECTION 9.06 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 X

COVENANTS

SECTION 10.01 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
premium, if any) and interest on the Securities of that series by
delivering said principal of (and premium, if any) and interest thereon in
immediately available funds to the Paying Agent no later than 10 A.M. New
York time on the Payment Date and otherwise in accordance with the terms of
the Securities and this Indenture.

The interest on Securities with Coupons appertaining thereto
shall be payable only upon presentation and surrender of the several
Coupons for such interest installments as are evidenced thereby as they
severally mature. The interest, if any, on any temporary 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.

SECTION 10.02 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 and Coupons, if any, 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. If Securities
of a series are issuable as Bearer Securities, the Company will maintain,
(A) 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 (B) subject to any laws or regulations applicable thereto, an office or
agency 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 any
change in the location, of any such office or agency. If Securities of a
series are issuable as Convertible Securities, the Company will maintain an
office or agency where such Securities may be presented for conversion
("Conversion Agent"). 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.

No payment of principal 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
Unites 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 interest on any such
Bearer Security may be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The City of New York, New York if (but only if)
payment in Dollars of the full amount of such principal, interest or
additional amounts, 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 recession shall in any
manner relieve the Company of its 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.

SECTION 10.03 Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of
the principal of (and 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 (and 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 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:

(1) hold all sums held by it for the payment of the
principal of (and 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;

(2) 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 (and premium, if any) or interest
on the Securities; and

(3) 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.

Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for three years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security 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 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, if a Registered Security,
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 10.04 Maintenance of Properties and Corporate Existence.

The Company shall, and shall cause each of its Subsidiaries to,
(a) maintain its properties and assets used or useful in its business in
good working order and condition and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto; (b) maintain
with financially sound and reputable insurers such insurance as may be
required by law and such other insurance, to such extent and against such
hazards and liabilities, as is customarily maintained by companies
similarly situated; and (c) keep books of records and accounts reflecting
all of its business affairs and transactions in accordance with sound
business practices, and reflect in its financial statements adequate
accruals and reserves, all in accordance with generally accepted accounting
principles.

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

SECTION 10.05 Statements as to Compliance

The Company will deliver to the Trustee, within 105 days after
the end of each fiscal year of the Company, a certificate from the
principal executive officer, principal financial officer or principal
accounting officer as to whether or not the signer knows of any default by
the Company in the performance or observance of any of the terms,
provisions or conditions hereof. If such signer knows of such a default,
the certificate shall describe the default. For purposes of this Section
10.05, such compliance shall be determined without regard to any period of
grace or requirement of notice under this Indenture.

SECTION 10.06 Commission Reports.

The Company shall file with the Trustee, within 15 days after it
files them 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 by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. So long as the
Securities remain outstanding, the Company shall cause any annual or
quarterly or other financial reports furnished by it to shareholders to be
mailed to the Holders at their addresses appearing in the Security
Register.

SECTION 10.07 Waiver of Covenant.

The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 10.09 and 10.10, if
before the time for such compliance the Holders of (i) a majority in
principal amount of the Outstanding Securities or (ii) in case less than
all of the several series of Securities then Outstanding are affected by
the omission, at least a majority in principal amount of the Outstanding
Securities of each series so affected voting as a single class 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.

SECTION 10.08 Additional Instruments and Acts.

Upon request by the Trustee, the Company will execute and deliver
such additional instruments and take such action as may be reasonably
necessary or proper to carry out more fully the purposes of this Indenture.

SECTION 10.09 Restriction on Creation of Liens

The Company shall not at any time create, incur, assume or
guarantee, and shall not cause, suffer or permit a Subsidiary to create,
incur, assume or guarantee, any Secured Debt without making effective
provision (and the Company covenants that in such case it will make or
cause to be made such effective provision) whereby the Securities then
Outstanding and any other indebtedness of or guaranteed by the Company or
such Subsidiary then entitled thereto, subject to applicable priorities of
payment among such other indebtedness, shall be secured by the mortgage,
security interest, pledge, lien or encumbrance relating to such Secured
Debt equally and ratably with or, at the option of the Company, prior to,
any and all other obligations and indebtedness thereby secured, so long as
any such other obligations and indebtedness shall be so secured; provided,
however, that the foregoing covenants shall not be applicable to the
following:

(a)(i) Any mortgage, security interest, pledge, lien or
encumbrance on any property hereafter acquired (including acquisition
through merger or consolidation), improved or constructed by the Company or
a Subsidiary and created contemporaneously with, or within 180 days after,
such acquisition (or, in the case of property constructed or improved,
within 180 days after the completion and commencement of commercial
operation of such property) to secure or provide for the payment of all or
any part of the purchase price of such property or the cost of the
construction thereof, as the case may be; or (ii) the acquisition of
property subject to any mortgage, security interest, pledge, lien or
encumbrance upon such property existing at the time of the acquisition
thereof, whether or not assumed by the Company or such Subsidiary; or (iii)
any mortgage, security interest, pledge, lien or encumbrance existing on
the property or on the outstanding shares or indebtedness of a corporation
at the time such corporation shall become a Subsidiary (but not created in
anticipation of the transaction in which such corporation shall become a
Subsidiary); or (iv) any mortgage, security interest, pledge, lien or
encumbrance on the property, shares or indebtedness of a corporation
existing at the time such corporation is merged into or consolidated with
the Company or a Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation or firm as an entirety or
substantially as an entirety to the Company or a Subsidiary (but not
created in anticipation of such transaction); or

(b) Any mortgage, security interest, pledge, lien or encumbrance
on property of the Company or a Subsidiary in favor of the United States of
America or any State thereof or any foreign government, or any department,
agency or instrumentality or political subdivision of any thereof, to
secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of
construction of the property subject to such mortgages; or

(c) Any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any mortgage,
security interest, pledge, lien, encumbrance or Secured Debt referred to in
the foregoing subparagraphs (a) and (b); provided, however, that the
principal amount of Secured Debt secured thereby shall not exceed the
principal amount outstanding at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to the property which secured the mortgage, security interest,
pledge, lien or encumbrance so extended, renewal or replaced.

Notwithstanding the foregoing provisions of this Section 10.09,
the Company and any one or more Subsidiaries may create, incur, assume or
guarantee Secured Debt (including pursuant to a transaction to which
Section 8.03 applies) not otherwise permitted or excepted without equally
and ratably securing the Securities to the extent that the sum of (i) the
amount of all Secured Debt then outstanding (other than Secured Debt
referred to in subparagraphs (a), (b) and (c) above and Secured Debt deemed
outstanding under Section 8.03 in connection with which the Company secures
obligations on the Securities then outstanding in accordance with the
provisions of Section 8.03) after giving effect thereto plus (ii) the
amount of Attributable Debt in respect of Sale and Leaseback Transactions
(other than Sale and Leaseback Transactions in respect of which amounts
equal to the Attributable Debt relating to the transactions shall have been
applied, within 180 days after the effective date of such Sale and
Leaseback Transaction, to the prepayment or retirement of Securities or
other indebtedness for borrowed money which was recorded as Funded Debt, as
of the date of its creation, of the Company or a Subsidiary and which, in
the case of such indebtedness of the Company, is not subordinate and junior
in right of payment to the Securities and Sale and Leaseback Transactions
in which the property involved would have been permitted to be subjected to
a mortgage, security interest, pledge, lien or encumbrance pursuant to
subparagraphs (a) through (c)) above does not at the time exceed the
greater of 10% of Consolidated Net Tangible Assets or $100,000,000.

SECTION 10.10 Restrictions on Sale and Leaseback Transactions.

The Company shall not, and will not cause, suffer or permit any
Subsidiary to, enter into any Sale and Leaseback Transaction of any
Principal Property unless at the effective time of such Sale and Leaseback
Transaction (a) the Company or such Subsidiary would be entitled, without
equally and ratably securing the Securities, to incur Secured Debt secured
by a mortgage or security interest on the Principal Property to be leased
pursuant to Section 10.09 above, or (b) the Company or such Subsidiary
would be entitled, without equally and ratably securing the Securities, to
incur Secured Debt in an amount at least equal to the Attributable Debt in
respect of such Sale and Leaseback Transaction, or (c) the Company shall
apply an amount equal to such Attributable Debt, within 180 days after the
effective date of such Sale and Leaseback Transaction, to the prepayment or
retirement of Securities or other indebtedness for borrowed money which was
recorded as Funded Debt as of the date of its creation and which, in the
case of such indebtedness of the Company, is not subordinate and junior in
right of payment to the prior payment of the Securities or the prepayment
or retirement of any mortgage, lien or other security interest in such
Principal Property existing prior to such Sale and Leaseback Transaction;
provided, however, that the amount to be so applied to the retirement of
such indebtedness shall be reduced by (i) the aggregate principal amount of
any Securities delivered within 180 days of the effective date of any such
Sale and Leaseback Transaction to the Trustee for retirement and
cancellation, and (ii) the aggregate principal amount of such indebtedness
(other than the Securities) retired by the Company or a Subsidiary within
180 days of the effective date of any such Sale and Leaseback Transaction.

SECTION 10.11 Officer's Certificate.

The Company will deliver to the Trustee prior to May 1 in each
year an Officer's certificate complying with Section 314(a)(4) of the Trust
Indenture Act.

SECTION 10.12 Names and Addresses of Holders.

The Company shall furnish of cause to be furnished to the Trustee
(a) not more than 15 days after each Regular Record Date as defined in
Section 1.01 but in any event not less frequently than semi-annually, a
list in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company or any of its
Paying Agents other than the Trustee, as to the names and addresses of the
Holders of Securities to which such Regular Record Date applies as of such
Regular Record Date, and (b) at such other times as the Trustee may request
in writing, within 30 days after 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.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.01 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 3.01 for Securities of any series) in accordance with this Article.

SECTION 11.02 Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities (including
Coupons, if any) shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of all or less than all of the
Securities (including Coupons, if any) of any series, the Company shall, at
least 45 days prior to the Redemption Dated fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such
series to be redeemed. In the case of any redemption of Securities
(including Coupons, if any) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities and Coupons, if
any, or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

SECTION 11.03 Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities (including Coupons, if any) of
any series with the same terms are to be redeemed, the particular
Securities (including Coupons, if any) to be redeemed shall be selected not
more than 60 days prior to the redemption Date by the Trustee, from the
Outstanding Securities (including Coupons, if any) of such series not
previously called for redemption, by lot or any other such method as the
Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities (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 (including Coupons, if any) 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 11.04 Notice of Redemption.

Notice of redemption shall be given not less than 15 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, as provided in Section 1.05.

Each such notice of redemption shall specify the Redemption Date,
the Redemption Price, the Place or Places of Payment, that the Securities
of such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case,
together with a brief statement of the facts permitting such redemption,
that payment will be made upon presentation and surrender of the applicable
Securities, that all Coupons, if any, maturing subsequent to the date fixed
for redemption shall be void, that any interest accrued to the Redemption
Date will be paid as specified in said notice, that on and after said
Redemption Date any interest thereon or, in case of partial redemptions, on
the portions thereof to be redeemed, will cease to accrue, and, if
applicable, that on or after said Redemption Date such Securities will
cease to be convertible into Common Stock. If less than all the Securities
of any series are to be redeemed the notice of redemption shall specify the
numbers of the Securities of such series to be redeemed, and, if only
Bearer Securities of any series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities, the last date on
which exchanges of Bearer Securities for Registered Securities not subject
to redemption may be made. In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and
after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof and with
appropriate Coupons will be issued, or, in the case of Registered
Securities providing appropriate space for such notation, at the option of
the Holders, the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

Notice of redemption of Securities and Coupons, if any, 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 11.05 Deposit of Redemption Price.

On or before 10 A.M. New York time on (but in the case of
payments to be made at a Place of Payment outside of the United States, its
territories, possessions and areas subject to its jurisdiction, at least
one New York Business Day before) any Redemption Date, the company shall
deposit in immediately available funds 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 10.03) an amount of money in the
relevant currency (or a sufficient number of currency units, as the case
may be) 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 11.06 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, if applicable, shall cease to be convertible into Common Stock.
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 Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

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 upon presentation and
surrender of those Coupons at an office or agency located outside of the
United States except as otherwise provided pursuant to Section 9.01(9).

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 and, if applicable, such Security shall remain
convertible into common Stock until the principal of such Security shall
have been paid or duly provided for.

SECTION 11.07 Securities Redeemed in Part.

Any Security (including Coupons, if any) 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 (with appropriate Coupons, if any, attached) of the
same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security (including Coupons, if any) so
surrendered.

ARTICLE XII

SINKING FUNDS

SECTION 12.01 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 3.01 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 12.02. 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 12.02 Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been acquired or 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 12.03 Redemption of Securities for Sinking Fund.

Not less than 45 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 12.02 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 15
nor 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 11.03 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 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.06 and 11.07.

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.

HASBRO, INC.

By:_____________________________

[_______________________]
Trustee

By:_____________________________

Exhibit 4.2

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

HASBRO, INC.

[____________________]

Trustee

_______________

Subordinated Debt Securities
_________________

Subordinated Debt Indenture

Dated as of ______________, 1998

_________________

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

TABLE OF CONTENTS

PAGE
ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Form of Documents Delivered to Trustee . . . . . . . . . 11
SECTION 1.03 Acts of Holders . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.04 Notices, Etc., to Trustee and Company . . . . . . . . . 14
SECTION 1.05 Notice to Holders; Waiver . . . . . . . . . . . . . . . 14
SECTION 1.06 Conflict with Trust Indenture Act . . . . . . . . . . . 15
SECTION 1.07 Effect of Headings and Table of Contents . . . . . . . . 15
SECTION 1.08 Successors and Assigns . . . . . . . . . . . . . . . . . 15
SECTION 1.09 Separability Clause . . . . . . . . . . . . . . . . . . 16
SECTION 1.10 Benefits of Indenture . . . . . . . . . . . . . . . . . 16
SECTION 1.11 Governing Law . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.12 Moneys of Different Currencies to Be Segregated . . . . 17
SECTION 1.13 Payment to Be in Proper Currency . . . . . . . . . . . . 17
SECTION 1.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE II

SECURITY FORMS

SECTION 2.01 Forms Generally . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.02 Form of Trustee's Certificate of Authentication . . . . 18
SECTION 2.03 Securities in Global Form . . . . . . . . . . . . . . . 18

ARTICLE III

THE SECURITIES

SECTION 3.01 Amount Unlimited; Issuable in Series . . . . . . . . . . 19
SECTION 3.02 Denominations . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.03 Execution, Authentication, Delivery and Dating . . . . . 23
SECTION 3.04 Temporary Securities . . . . . . . . . . . . . . . . . . 26
SECTION 3.05 Registration, Registration of Transfer and Exchange . . 27
SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities . . . . 31
SECTION 3.07 Payment of Interest; Interest Rights Preserved . . . . . 32
SECTION 3.08 Persons Deemed Owners . . . . . . . . . . . . . . . . . 34
SECTION 3.09 Cancellation . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.10 Computation of Interest . . . . . . . . . . . . . . . . 35

ARTICLE IV

CONVERSION OF SECURITIES

SECTION 4.01 Applicability of Article . . . . . . . . . . . . . . . . 35
SECTION 4.02 Exercise of Conversion Privilege . . . . . . . . . . . . 35
SECTION 4.03 Fractional Interests . . . . . . . . . . . . . . . . . . 37
SECTION 4.04 Adjustment of Conversion Price . . . . . . . . . . . . . 38
SECTION 4.05 Continuation of Conversion Privilege in Case of
Merger, Consolidation or Sale of Assets . . . . . . . 43
SECTION 4.06 Notices of Certain Events . . . . . . . . . . . . . . . 44
SECTION 4.07 Taxes on Conversion . . . . . . . . . . . . . . . . . . 45
SECTION 4.08 Company to Provide Stock . . . . . . . . . . . . . . . . 45
SECTION 4.09 Disclaimer of Responsibility for Certain Matters . . . . 46
SECTION 4.10 Return of Funds Deposited for Redemption of Converted
Convertible Securities . . . . . . . . . . . . . . . . 46

ARTICLE V

SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 5.01 Satisfaction and Discharge of Indenture . . . . . . . . 47
SECTION 5.02 Application of Trust Money . . . . . . . . . . . . . . . 48
SECTION 5.03 Satisfaction, Discharge and Defeasance of Securities
of Any Series . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VI

REMEDIES

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . 52
SECTION 6.02 Acceleration of Maturity; Rescission and Annulment . . . 54
SECTION 6.03 Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.04 Trustee May Enforce Claims without Possession of
Securities . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.05 Trustee May File Proofs of Claim . . . . . . . . . . . . 57
SECTION 6.06 Application of Money Collected . . . . . . . . . . . . . 57
SECTION 6.07 Limitation on Suits . . . . . . . . . . . . . . . . . . 57
SECTION 6.08 Restoration of Rights and Remedies . . . . . . . . . . . 58
SECTION 6.09 Rights and Remedies Cumulative . . . . . . . . . . . . . 59
SECTION 6.10 Delay or Omission Not Waiver . . . . . . . . . . . . . . 59
SECTION 6.11 Control by Holders . . . . . . . . . . . . . . . . . . . 59
SECTION 6.12 Waiver of Past Defaults . . . . . . . . . . . . . . . . 59
SECTION 6.13 Waiver of Stay or Extension Laws . . . . . . . . . . . . 60
SECTION 6.14 Judgment Currency . . . . . . . . . . . . . . . . . . . 60

ARTICLE VII

THE TRUSTEE

SECTION 7.01 Certain Rights of Trustee . . . . . . . . . . . . . . . 62
SECTION 7.02 Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 7.03 May Hold Securities . . . . . . . . . . . . . . . . . . 64
SECTION 7.04 Money Held in Trust . . . . . . . . . . . . . . . . . . 64
SECTION 7.05 Compensation and Reimbursement . . . . . . . . . . . . . 64
SECTION 7.06 Resignation and Removal; Appointment of Successor . . . 65
SECTION 7.07 Acceptance of Appointment by Successor . . . . . . . . . 67
SECTION 7.08 Merger, Conversion, Consolidation or Succession to
to Business . . . . . . . . . . . . . . . . . . . . . 68
SECTION 7.09 Reports by Trustee . . . . . . . . . . . . . . . . . . . 68
SECTION 7.10 Corporate Trustee Required; Eligibility . . . . . . . . 69

ARTICLE VIII

CONSOLIDATION, MERGER OR SALE

SECTION 8.01 Consolidation, Merger or Sale . . . . . . . . . . . . . 69
SECTION 8.02 Successor Corporation to Be Substituted . . . . . . . . 70

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures without Consent of Holders . . . 71
SECTION 9.02 Supplemental Indentures with Consent of Holders . . . . 72
SECTION 9.03 Execution of Supplemental Indentures . . . . . . . . . . 74
SECTION 9.04 Effect of Supplemental Indentures . . . . . . . . . . . 75
SECTION 9.05 Conformity with Trust Indenture Act . . . . . . . . . . 75
SECTION 9.06 Reference in Securities to Supplemental Indentures . . . 75

ARTICLE X

COVENANTS

SECTION 10.01 Payment of Principal, Premium and Interest . . . . . . 75
SECTION 10.02 Maintenance of Office or Agency. . . . . . . . . . . . 76
SECTION 10.03 Money for Securities Payments to be Held in Trust . . 77
SECTION 10.04 Maintenance of Properties and Corporate Existence . . 79
SECTION 10.05 Statements as to Compliance . . . . . . . . . . . . . 79
SECTION 10.06 Commission Reports . . . . . . . . . . . . . . . . . . 80
SECTION 10.07 Additional Instruments and Acts . . . . . . . . . . . 80
SECTION 10.08 Officer's Certificate. . . . . . . . . . . . . . . . . 80
SECTION 10.09 Names and Addresses of Holders. . . . . . . . . . . . 80

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.01 Applicability of Article . . . . . . . . . . . . . . . 81
SECTION 11.02 Election to Redeem; Notice to Trustee . . . . . . . . 81
SECTION 11.03 Selection by Trustee of Securities to be Redeemed . . 81
SECTION 11.04 Notice of Redemption . . . . . . . . . . . . . . . . . 82
SECTION 11.05 Deposit of Redemption Price . . . . . . . . . . . . . 83
SECTION 11.06 Securities Payable on Redemption Date . . . . . . . . 83
SECTION 11.07 Securities Redeemed in Part . . . . . . . . . . . . . 84

ARTICLE XII

SINKING FUNDS

SECTION 12.01 Applicability of Article . . . . . . . . . . . . . . 85
SECTION 12.02 Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . 85
SECTION 12.03 Redemption of Securities for Sinking Fund . . . . . 85

ARTICLE XIII

SUBORDINATION

SECTION 13.01 Agreement to Subordinate . . . . . . . . . . . . . . 86
SECTION 13.02 Subordination to Prior Payment of All Senior
Indebtedness on Maturity, Liquidation, Dissolution
or Reorganization of Company . . . . . . . . . . . 86
SECTION 13.03 Company Not to Make Payments with Respect to
Securities in Certain Circumstances . . . . . . . 87
SECTION 13.04 Subrogation . . . . . . . . . . . . . . . . . . . . 88
SECTION 13.05 Relative Rights . . . . . . . . . . . . . . . . . . 88
SECTION 13.06 Subordination May Not be Impaired by Company . . . . 89
SECTION 13.07 Distribution or Notice to Representative . . . . . . 90
SECTION 13.08 Trustee Entitled to Assume Payments Not Prohibited
in Absence of Notice . . . . . . . . . . . . . . . 91
SECTION 13.09 Application by Trustee of Monies Deposited
with It . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 13.10 Moneys Held in Trust for Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . 91
SECTION 13.11 Securityholders Authorize Trustee to Effectuate
Subordination of Securities . . . . . . . . . . . . 91
SECTION 13.12 Renewals and Extensions of Senior Indebtedness . . . . 92
SECTION 13.13 No Fiduciary Duty Created to Senior Holders . . . . 92
SECTION 13.14 Miscellaneous . . . . . . . . . . . . . . . . . . . 92

INDENTURE, dated as of _____________, 1998, between HASBRO, INC., a
corporation duly organized and existing under the laws of the State of
Rhode Island (herein called "Company"), having its principal office at
Pawtucket, Rhode Island, and [_________________], a national banking
association duly incorporated and existing under the laws of the United
States of America (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
subordinated 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:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01 Definitions.

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

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

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles as in effect on June 1, 1998, except as to any
computation required or permitted pursuant to, and relating to any
covenant of the Company contained in, any Board Resolution, Officers'
Certificate or executed supplemental indenture establishing any series
of Securities, such computation shall be made and such covenant shall be
construed in accordance with generally accepted accounting principles as
are generally accepted at the date of such Board Resolution, Officers'
Certificate or executed supplemental indenture (unless otherwise
provided therein or except as otherwise provided herein or in any
further Board Resolution, Officers' Certificate or executed supplemental
indenture); 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 Articles Four and Nine, are
defined in those Articles.

"Act," when used with respect to any Holder, has the meaning
specified in Section 1.03.

"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.

"Authorized Newspaper" means a newspaper of general circulation in
the place of publication, printed in the official language of the country
of publication and customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays. Whenever successive
weekly publications in an Authorized Newspaper are authorized or required
hereunder, they may be made (unless otherwise expressly provided herein) on
the same or different days of the week and in the same or different
Authorized Newspapers.

"Bearer Security" means any Security in the form of bearer
securities established pursuant to Section 2.01 which is payable to bearer
and is not a Registered Security.

"Board of Directors" means either the Board of Directors of the
Company, the Executive Committee or any other duly authorized committee of
that Board.

"Book-Entry Security" means a security evidencing all or part of a
series of Securities, issued to the Depositary for such series of
Securities in accordance with Section 3.03, and bearing the legend
prescribed in Section 3.03.

"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 to close.

"Capital Lease Obligation" means Indebtedness represented by
obligations under a Capital Lease.

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

"Common Stock" means the common stock, par value $.50 per share, of
the Company.

"Conversion Agent" shall have the meaning set forth in Section
10.02.

"Conversion Price" shall have the meaning set forth in Section
4.04.

"Convertible Securities" means Securities designated as convertible
into Common Stock (in accordance with Article Four) pursuant to Section
3.01.

"Coupon" means any interest in coupon appertaining to any Security.

"Defaulted Interest" has the meaning specified in Section 3.07.

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

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

"Event of Default" has the meaning specified in Section 6.01.

"Extraordinary Cash Dividend" means any cash dividend with respect
to the Common Stock the amount of which, together with the aggregate amount
of cash dividends on the Common Stock to be aggregated with such cash
dividend in accordance with the provisions of this paragraph, equals or
exceeds the threshold percentages set forth below:

If, upon the date prior to the Ex-Dividend Time with respect to a
cash dividend on the Common Stock, the aggregate amount of such cash
dividend together with the amounts of all cash dividends on the Common
Stock with Ex-Dividend Time occurring in the 365 consecutive day
period ending on the date prior to the Ex-Dividend Time with respect
to the cash dividend to which this provision is being applied equals
or exceeds on a per share basis 25% of the average of the Sale Prices
during the period beginning on the date after the first such Ex-
Dividend Time in such period and ending on the date prior to the Ex-
Dividend Time with respect to the cash dividend to which this is being
applied (except that if no other cash dividend has had an Ex-Dividend
Time occurring in such period, the period for calculating the average
of the Sale Prices shall be the period commencing 365 days prior to
the date prior to the Ex-Dividend Time with respect to the cash
dividend to which this provision is being applied), such cash dividend
together with each other cash dividend with an Ex-Dividend Time
occurring in such 365 day period shall be deemed to be an
Extraordinary Cash Dividend. In determining the amount of
Extraordinary Cash Dividends for purposes of making adjustments
required by Section 4.04, no adjustment shall be made for cash
dividends for which a prior adjustment in the Conversion Rate was
previously made.

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

"Holder" means, with respect to a Registered Security, a Person in
whose name a Security is registered in the Security Register and, with
respect to a Bearer Security (or any temporary global Security), and/or
Coupons, the bearer thereof.

"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,
mandatory repurchase or otherwise.

"New York Business Day" means each weekday which is not a day on
which banking institutions in New York City are authorized or obligated by
law to close.

"Officers' Certificate" means a certificate signed by the Chairman
of the Board, the Vice Chairman, the President, the Chief Financial Officer
or an Executive Vice President, and by the Controller, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably 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 an
payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 6.02.

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

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

(ii) Securities for whose payment or redemption (a)
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 or (b) U.S.
Government Obligations or Foreign Government Securities as contemplated
by and defined in Section 5.03 in the necessary amount have been
theretofore deposited with the Trustee in trust for the Holders of such
Securities in accordance with Section 5.03; 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 has been made; and

(iii) Securities which have been paid pursuant to
Section 3.06 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;

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

"Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified
as contemplated by Section 3.01.

"Preferred Stock," as applied to the capital stock of any
corporation, means stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the distribution of
assets on any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of such corporation.

"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.

"Registered Security" means any Security in the form of Registered
Securities established pursuant to Section 2.01 which is registered in the
Security Register.

"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 3.01.

"Required Currency" has the meaning specified in Section 1.13.

"Responsible Officer," when used with respect to the Trustee, means
any officer in the corporate trust administration division of the Trustee
or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

"Senior Holder" means any holder of Senior Indebtedness.

"Senior Indebtedness Default" means any default in the payment of
the principal of or sinking fund installments, if any, due with respect to,
fees in respect of or interest on, any Senior Indebtedness.

"Senior Securities" means Securities designated as Senior
Securities by the Board of Directors pursuant to Section 3.01.

"Significant Subsidiary" shall have the meaning ascribed to such
term in Rule 1-02 of Regulation S-X of the Commission, as in effect on June
1, 1998.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.07.

"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 any corporation of which the Company, or the
Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own a majority (by number of votes) of the
outstanding voting securities having voting power to elect a majority of
the directors of such corporation.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 9.05.

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

"Voting Stock" means stock of the class or classes of any
corporation having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees
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).

SECTION 1.02 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 any such Person may certify or give an opinion as to such
matters in one or several documents.

SECTION 1.03 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 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 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 principal amount and serial numbers of Bearer
Securities held by any Person, and the date of his holding the same, 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 (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, (2) such Bearer Security
is produced to the Trustee by some other Person, (3) such Bearer Security
is surrendered in exchange for a Registered Security or (4) such Bearer
Security is no longer Outstanding.

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

(h) 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 a Board Resolution,
fix in advance a record date for the determination of Holders entitled to
give such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or
after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

SECTION 1.04 Notices, Etc., to Trustee and Company.

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
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 1027 Newport Avenue,
Pawtucket, Rhode Island 02861 or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 1.05 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) if in writing and mailed,
first-class postage prepaid, at such Holder's address as it appears in the
Security 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 the
Borough of Manhattan, the City of New York, New York, and in such other
city or cities, if any, as may be specified in such Securities and, if the
Securities of such series are listed on any stock exchange outside the
United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so
requires, and mailed to such Persons whose names and addresses were
previously filed with the Trustee, within the time prescribed for giving
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. 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.

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

SECTION 1.06 Conflict with Trust Indenture Act.

This Indenture is subject to the Trust Indenture Act and if any
provision hereof limits, qualifies or conflicts with the Trust Indenture
Act, the Trust Indenture Act shall control.

SECTION 1.07 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 1.08 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 1.09 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 1.10 Benefits of Indenture.

SECTION 1.11 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 1.12 Moneys of Different Currencies to Be Segregated.

The Trustee shall segregate moneys, funds, and accounts held by the
Trustee hereunder in one currency (or unit thereof) from any moneys, funds
or accounts in any other currencies (or units thereof), notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such
amounts.

SECTION 1.13 Payment to Be in Proper Currency.

SECTION 1.14 Counterparts.

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.

ARTICLE II

SECURITY FORMS

SECTION 2.01 Forms Generally.

The Securities of each series and the Coupons, if any, to be
attached thereto shall be in substantially such form as shall be
established pursuant to Section 3.01 by or pursuant to one or more Board
Resolutions 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 in global form as permitted by Section
3.04, 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, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate
record of any such action taken pursuant thereto, including a copy of the
approved form of Securities or Coupons, if any, shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.03 for the authentication and delivery of such Securities.

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

SECTION 2.02 Form of Trustee's Certificate of Authentication.

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

[____________________________]
as Trustee

By:__________________________
Authorized Signatory

SECTION 2.03 Securities in Global Form.

If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the
aggregate or specified amount of Outstanding Securities from time to time
endorsed thereon and may also provide 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 in such manner and by such Person or Persons as shall be specified
therein. Any instructions by the Company with respect to a Security in
global form shall be in writing but need not comply with Section 3.14(c) of
the Trust Indenture Act.

ARTICLE III

THE SECURITIES

SECTION 3.01 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 set forth in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from 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 (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 3.04, 3.05, 3.06, 9.06 or
11.07);

(3) whether the Securities are convertible into Common Stock
or cash in lieu thereof, and, if so, the terms and conditions upon which
such conversion will be effected, including the initial conversion price
or conversion rate and other conversion provisions;

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

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

(6) the Person to whom any interest on any Registered
Securities 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 and the manner in which, or the Person to whom, any interest on
any Bearer Securities of the series shall be payable if otherwise than
upon presentation and surrender of the Coupons appertaining thereto as
they severally mature;

(7) the place or places where the principal of (and premium,
if any) and interest on the Securities of the series shall be payable
and the place or places where the Securities of the series may be
presented for transfer and, if applicable, conversion;

(8) the period or periods within which or the date or dates
on 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, pursuant to any sinking fund or otherwise;

(9) 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;

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

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

(13) 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 original issuance of the
first Security of the series to be issued;

(14) if Bearer Securities of the series are to be issuable,
whether interest in respect of any portion of a temporary Bearer
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 Bearer Security for
definitive Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Bearer
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;

(15) the currency of denomination of the Securities of any
series which may be in Dollars, any Foreign Currency or any composite
currency, including but not limited to the ECU, and, if such currency of
denomination is a composite currency other than the ECU, the agency or
organization, if any, responsible for overseeing such composite
currency;

(16) the currency or currencies in which payment of the
principal of (and premium, if any) and interest on the Securities will
be made, and the currency or currencies (in addition to Dollars), if
any, in which payment of the principal of (and premium, if any) or the
interest on Registered Securities, at the election of each of the
Holders thereof, may also be payable;

(17) if the amount of payments of principal of (and premium,
if any) or interest on the Securities of the series may be determined
with reference to an index based on a currency or currencies other than
that in which the Securities are denominated or designated to be
payable, the manner in which such amounts shall be determined;

(18) if the payments of principal of (and premium, if any) or
the interest on the Securities of the series are to be made in a Foreign
Currency other than the Foreign Currency in which such Securities are
denominated, the manner in which the exchange rate with respect to such
payments shall be determined;

(19) any deletions from, modifications of or additions to the
Events of Default set forth in Section 6.01 or covenants of the Company
set forth in Articles Eight or Ten pertaining to the Securities of the
series;

(20) the form of the Securities and Coupons, if any, of the
series;

(21) whether the Securities of such series shall be issued in
whole or in part in global form, including Book-Entry Securities, and
the Depositary for such global Securities;

(22) the application, if any, of Section 5.03; and

(23) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities (including Coupons, if any) of any one series shall
be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

SECTION 3.02 Denominations.

SECTION 3.03 Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman, its President, its Chief
Financial Officer or one of its Executive Vice Presidents, under its
corporate seal reproduced thereon attested by the signature of its
Secretary or one of its Assistant Secretaries or its Treasurer or one of
its Assistant Treasurers. The Coupons, if any, shall be executed on behalf
of the Company by its Chairman of the Board, its Vice Chairman, its
President, its Chief Financial Officer or one of its Executive Vice
Presidents attested by its Secretary or any Assistant Secretary or its
Treasurer or one of its Assistant Treasurers. The signature of any of
these officers on the Securities (and Coupons, if any) may be manual or
facsimile.

At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities (with or without
Coupons) 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 2.01 and 3.01, in
authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that:

(a) if established pursuant to a Board Resolution as
permitted by Section 2.01, the form of such Securities and Coupons, if
any, have been established in conformity with the provisions of this
Indenture;

(b) if established pursuant to a Board Resolution as
permitted by Section 3.01, the terms of such Securities and Coupons, if
any, have been established in conformity with the provisions of this
Indenture; and

(c) 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,
reorganization and other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to general equity
principles.

If the Company shall establish pursuant to Section 3.01 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 global Security or Securities, (ii) shall be
registered, if in registered form, in the name of the Depositary for such
Book-Entry Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part
for Securities in certificated form, 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 success Depositary
or a nominee of such successor Depositary" or to such other effect as the
Depositary and the Trustee may agree.

Each Security shall be dated the date of its authentication, except
that each Bearer Security, including any Bearer Security in global form,
shall be dated as of the date specified as contemplated by Section 3.01.

No Security or Coupon appertaining thereto 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 duly executed by the Trustee
by manual signature of one of its authorized signatories, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Except as
permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest
then matured have been detached and cancelled.

SECTION 3.04 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 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. Every
temporary Security of any series shall be executed by the Company and
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities of such
series.

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
definitive Securities of such 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 pursuant to Section
10.02 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 definitive Securities of the
same series of authorized denominations and of like tenor; provided,
however, that no definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided, further, that no
definitive 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 Board Resolutions 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
definitive Securities of such series except as otherwise specified as
contemplated by Section 3.01 with respect to the payment of interest on
Bearer Securities in temporary form.

SECTION 3.05 Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee, for each series of Securities issuable as Registered
Securities, a register (the register maintained in such office and in any
other office or agency of the Company maintained pursuant to Section 10.02
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
Registered Securities of such series and of transfers of Registered
Securities of such series. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided.

If specified by the Company pursuant to Section 3.01 with respect
to a series of Securities, the Depositary for such series of Securities may
surrender a global Security 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 to the Depositary,

(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 global Security; and

(ii) to such Depositary a new global Security of like
tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered global Security and the aggregate
principal amount of certificated Securities delivered to Holders
thereof.

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 Registered 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.

No service charge shall be made to the Holder 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 3.04, 9.06 or 11.06
not involving any transfer.

SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security with Coupons corresponding to the Coupons, if any, appertaining to
the surrendered Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered
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 10.02, be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated
by Section 3.01, any interest on Bearer Securities shall be payable only
upon presentation and surrender of the coupons appertaining thereto.

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 3.07 Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.01, interest
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.

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Registered Security of such series
and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Registered Securities of such Series at his address as
it appears in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been 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 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.

At the option of the Company, interest on Registered Securities of
any series that bear interest may be paid (i) by mailing a check to the
address of the person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
person entitled thereto as specified in the applicable Security Register.

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

SECTION 3.08 Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
Section 3.07) 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.

SECTION 3.09 Cancellation.

SECTION 3.10 Computation of Interest.

ARTICLE IV

CONVERSION OF SECURITIES

SECTION 4.01 Applicability of Article.

The provisions of this Article shall be applicable to the
Securities of any series which are convertible into Common Stock or, if so
provided in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Section 3.01 by or pursuant to which
the form and terms of the Securities of such series were established, cash
in lieu thereof, as provided by the terms of the Securities of such series.

SECTION 4.02 Exercise of Conversion Privilege.

In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted shall surrender such Convertible
Security to the Conversion Agent at any time during usual business hours at
its office or agency maintained for the purpose as provided in this
Indenture, accompanied by a fully executed written notice, in substantially
the form set forth on the reverse of the Convertible Security, that the
Holder elects to convert such Convertible Security or a stated portion
thereof constituting a multiple of $1,000 in principal amount, and, if
such Convertible Security is surrendered for conversion during the period
between the close of business on any record date for such Convertible
Security and the opening of business on the related Interest Payment Date
and has not been called for redemption on a redemption date within such
period (or on such interest payment date), accompanied also by payment of
an amount equal to the interest payable on such interest payment date on
the portion of the principal amount of the Convertible Security being
surrendered for conversion. Such notice shall also state the name or names
(and address) in which the certificate or certificates for shares of Common
Stock shall be issued (or to whom payment in cash in lieu of Common Stock
shall be made). Securities surrendered for conversion shall (if so
required by the Company or the Conversion Agent) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Conversion Agent duly executed by, the
Holder or his attorney duly authorized in writing. As promptly as
practicable after the receipt of such notice and the surrender of such
Convertible Security as aforesaid, the Company shall, subject to the
provisions of Section 4.07, issue and deliver at such office or agency to
such Holder, or on his written order, a certificate or certificates for the
number of full shares of Common Stock issuable on conversion of such
Convertible Security in accordance with the provisions of such Convertible
Security and cash, as provided in Section 4.03, in respect of any fraction
of a share of Common Stock otherwise issuable upon such conversion or, if
so provided in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Section 3.01 by or pursuant to which
the form and terms of the Convertible Securities of such series were
established, cash in lieu of shares of Comon Stock. Such conversion shall
be deemed to have been effected immediately prior to the close of business
on the date (herein called the "Date of Conversion") on which such notice
in proper form shall have been received by the Conversion Agent and such
Security shall have been surrendered as aforesaid, and the Person or
Persons in whose name or names any certificate or certificates for shares
of Common Stock shall be issuable, if any, upon such conversion shall be
deemed to have become on the Date of Conversion the holder or holders of
record of the shares represented thereby; provided, however, that any such
surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the Person or Persons in whose name or name the
certificate or certificates for such shares are to be issued, if any, as
the recordholder or holders thereof for all purposes at the opening of
business on the next succeeding day on which such stock transfer books are
open but such conversion shall nevertheless be at the Conversion Price in
effect at the close of business on the date when such Security shall have
been so surrendered with the conversion notice in proper form. In the case
of conversion of a portion, but less than all, of a Convertible Security,
the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder thereof, at the expense of the Company, a Convertible
Security or Securities in the aggregate principal amount of the unconverted
portion of the Convertible Security surrendered. Except as otherwise
expressly provided in this Indenture, no payment or adjustment shall be
made for interest accrued on any Convertible Security (or portion thereof)
converted or for dividends or distributions on any Common Stock issued upon
conversion of any Convertible Security. The right, if any, of a Holder of
any Convertible Security to cause the Company to redeem, purchase or repay
such Convertible Security shall terminate upon receipt by the Company of
any notice of conversion of such Convertible Security.

SECTION 4.03 Fractional Interests.

No fractions of shares or scrip representing fractions of shares
shall be issued upon conversion of Convertible Securities. If more than
one Convertible Security shall be surrendered for conversion at one time by
the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate
principal amount of the Convertible Securities so surrendered. If any
fraction of a share of Common Stock would, except for the provisions of
this Section 4.03, be issuable on the conversion of any Convertible
Security or Securities, the Company shall make payment in lieu thereof in
cash equal to the value of such fraction computed on the basis of the last
sale price of one share of Common Stock regular way on the most recent
Trading Day prior to the Date of Conversion or, in case no such reported
sale takes place on such day, the average of the reported closing bid and
asked prices regular way on such day, in either case (i) as reported on the
American Stock Exchange, or (ii) if on such Trading Day the Common Stock is
not listed or admitted to trading on such exchange, on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading, or (iii) if not listed or admitted to trading on any
national securities exchange on such Trading Day, then as reported through
the National Association of Securities Dealers, Inc. on its NASDAQ National
Market System or NASDAQ System or a similar organization if NASDAQ is no
longer reporting information, or (iv) if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted on such
National Market System or NASDAQ System on such Trading Day, then the
average of the closing bid and asked prices in the over-the-counter market
as furnished by any New York Stock Exchange member firm selected from time
to time by the Company for that purpose or (v) if not quoted by any such
organization on such Trading Day, the fair value of such Common Stock on
such Trading Day, as determined by the Board of Directors. The term
"Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on any of the
above mentioned exchanges or in such markets.

SECTION 4.04 Adjustment of Conversion Price.

The conversion price (herein called the "Conversion Price") for a
series of Convertible Securities shall be set forth in a Board Resolution,
Officers' Certificate or executed supplemental indenture referred to in
Section 3.01 by or pursuant to which the form and terms of the Convertible
Securities of such series were established, and shall be subject to
adjustment from time to time as follows:

(a) In case the Company shall (1) pay a dividend or make a
distribution in shares of Common Stock on the Common Stock, (2) subdivide
its outstanding shares of Common Stock into a greater number of shares,
(3) combine its outstanding shares of Common Stock into a smaller number of
shares or (4) issue by reclassification of its Common Stock any shares of
capital stock of the Company, the Conversion Price in effect immediately
prior to such action shall be adjusted so that the Holder of any
Convertible Security thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other capital
stock of the Company which he would have owned immediately following such
action had such Convertible Security been converted immediately prior
thereto. An adjustment made pursuant to this subsection (a) shall become
effective immediately, except as provided in subsection (e) below, after
the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If as a result of an
adjustment made pursuant to this subsection (a), the Holder of any Security
thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock (including shares of Common
Stock and other capital stock) of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a
statement filed with the Trustee) shall determine the allocation of the
adjusted Conversion Price between or among shares of such class of capital
stock or shares of Common Stock and other capital stock.

(b) In case the Company shall issue rights or warrants to all
holders of Common Stock entitling them (for a period not exceeding 45 days
from the date of such issuance) to subscribe for or purchase shares of
Common Stock at a price per share less than the current market price per
share (as determined pursuant to subsection (d) below) of the Common Stock
on the record date mentioned below, the Conversion Price shall be adjusted
to a price, computed to the nearest cent, so that the same shall equal the
price determined by multiplying:

(1) the Conversion Price in effect immediately prior to the
date of issuance of such rights or warrants by a fraction, of which

(2) the numerator shall be (A) the number of shares of
Common Stock outstanding on the date of issuance of such rights or
warrants, immediately prior to such issuance, plus (B) the number of
shares which the aggregate offering price of the total number of
shares so offered for subscription or purchase would purchase at such
current market price (determined by multiplying such total number of
shares by the exercise price of such rights or warrants and dividing
the product so obtained by such current market price), and of which

(3) the denominator shall be (A) the number of shares of
Common Stock outstanding on the date of issuance of such rights or
warrants, immediately prior to such issuance, plus (B) the number of
additional shares of Common Stock which are so offered for
subscription or purchase.

Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of
holders entitled to receive such rights or warrants.

(c) In case the Company shall distribute to substantially all
holders of Common Stock, evidences of indebtedness, equity securities
(including equity interests in the Company's Subsidiaries) other than
Common Stock, or other assets (other than cash dividends paid out of
surplus of the Company or current net earnings as shown on the books of the
Company unless such cash dividends are Extraordinary Cash Dividends), or
shall distribute to substantially all holders of Common Stock rights or
warrants to subscribe for securities (other than those referred to in
subsection (b) above) then in each such case the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the date of such
distribution by a fraction of which the numerator shall be the current
market price per share (determined as provided in subsection (d) below) of
the Common Stock on the record date mentioned below less the then fair
market value (as determined by the Board of Directors, whose determination
shall, if made in good faith, be conclusive evidence of such fair market
value) of the portion of the assets so distributed or of such subscription
rights or warrants applicable to one share of Common Stock, and of which
the denominator shall be such current market price per share of the Common
Stock. Such adjustment shall become effective immediately, except as
provided in subsection (e) below, after the record date for the
determination of stockholders entitled to receive such distribution.
Notwithstanding the foregoing, with respect to the rights ("Rights")
distributed under the Rights Agreement, dated as of June 4, 1989, between
the Company and BankBoston, N.A. and/or in the event that and each time
that the Company shall distribute any other rights or warrants (other than
those referred to in paragraph (b) of this Section) ("Additional Rights")
pro rata to holders of Common Stock, the Company shall make proper
provision so that each Holder of a Convertible Security who converts such
Convertible Security (or any portion thereof) (A) after the date hereof in
the case of Rights and (B) after the record date for any such distribution
in the case of Additional Rights, and prior to the expiration or redemption
of the Rights or Additional Rights, as the case may be, shall be entitled
to receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion (the "Conversion Shares"), a number of Rights
or Additional Rights, to be determined as follows: (i) if such conversion
occurs on or prior to the date for the distribution to the holders of
Rights or Additional Rights of separate certificates evidencing such Rights
or Additional Rights (the "Distribution Date"), the same number of Rights
or Additional Rights to which a holder of a number of shares of Common
Stock equal to the number of Conversion Shares is entitled at the time of
such conversion in accordance with the terms and provisions of and
applicable to the Rights or Additional Rights; and (ii) if such conversion
occurs after the Distribution Date, the same number of Rights or Additional
Rights to which a holder of the number of shares of Common Stock into which
the principal amount of the Security so converted was convertible
immediately prior to the Distribution Date would have been entitled on the
Distribution Date in accordance with the term and provisions of and
applicable to the Rights or Additional Rights.

In the event that, with respect to any distribution to which this
paragraph (c) would otherwise apply, the fair market value of the portion
of the assets so distributed applicable to one share of common stock
exceeds the current market price per share of Common Stock or the current
market price per share of Common Stock exceeds such fair market value by
less than $1.00, then the adjustment provided by this paragraph (c) shall
not be made and in lieu thereof the provision of paragraph (h) shall apply
to such distribution.

(1) the numerator shall be equal to (A) the current market
price per share (determined as provided in paragraph (e) of this
Section) of the Common Stock on the date fixed for such determination
less (B) an amount equal to the excess of such Extraordinary Cash
Dividend over four times the per share amount of the Company's most
recently declared regular quarterly dividend and of which

(2) the denominator shall be equal to such market price per
share.

(e) For the purpose of any computation under subsections (b),
(c) and (d) above, the current market price per share of Common Stock on
any date shall be deemed to be the average of the Last Sale Prices for the
20 consecutive Trading Days commencing 30 Trading Days before the date in
question.

(f) In any case in which this Section 4.04 shall require that
an adjustment be made immediately following a record date, the Company may
elect to defer the effectiveness of such adjustment (but in no event until
a date later than the effective time of the event giving rise to such
adjustment), in which case the Company shall, with respect to any
Convertible Security converted after such record date and before such
adjustment shall have become effective, (i) defer paying any cash payment
pursuant to Section 4.03 or issuing to the Holder of such Convertible
Security the number of shares of Common Stock and other capital stock of
the Company issuable upon such conversion in excess of the number of shares
of Common Stock and other capital stock of the Company issuable thereupon
only on the basis of the Conversion Price prior to adjustment and (ii), not
later than five Business Days after such adjustment shall have become
effective, pay to such Holder the appropriate cash payment pursuant to
Section 4.03 and issue to such Holder the additional shares of Common Stock
and other capital stock of the Company issuable on such conversion.

(g) No adjustment of the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least 1%
of the Conversion Price; provided, however, that any adjustments which by
reason of this subsection (g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; and, provided
further, that adjustment shall be required and made in accordance with the
provisions of this Article Four (other than this subsection (g)) not later
than such time as may be required in order to preserve the tax-free nature
of a distribution to the holders of Convertible Securities or Common Stock.
All calculations under this Article Four shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.

(h) If the Company makes a distribution to all holders of its
Common Stock of any of its assets, or debt securities or any rights,
warrants or options to purchase securities of the Company that, but for the
provisions of paragraph (c), would otherwise result in an adjustment in the
Conversion Rate, then, from and after the record date for determining the
holders of Common Stock entitled to receive the distribution, a Holder of a
Convertible Security that converts such Convertible Security in accordance
with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which
the Convertible Security is convertible, the kind and amount of securities,
cash or other assets comprising the distribution that such Holder would
have received if such Holder had converted the Convertible Security
immediately prior to the record date for determining the holders of Common
Stock entitled to receive the distribution.

(i) Whenever the Conversion Price is adjusted as herein
provided, the Company shall promptly (i) file with the Trustee and each
conversion agent an Officers' Certificate setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment, which certificate shall be conclusive
evidence of the correctness of such adjustment, and (ii) mail or cause to
be mailed a notice of such adjustment to each Holder of Securities at his
address as the same appears on the registry books of the Company.

Anything in this Section 4.04 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Conversion Price, in
addition to those required by this Section 4.04, as it in its discretion
shall determine to be advisable in order that any stock dividend,
subdivision of shares, distribution of rights or warrants to purchase stock
or securities, or distribution of other assets (other than cash dividends)
hereafter made by the Company to its stockholders shall not be taxable.

SECTION 4.05 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets.

If the Company is a party to a transaction subject to Section 8.01
(other than a sale of all or substantially all of the assets of the Company
in a transaction in which the holders of Common Stock immediately prior to
such transaction do not receive securities, cash, or other assets of the
Company or any other Person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the Person obligated
to deliver securities, cash or other assets to holders of Common Stock
pursuant to such transaction subject to Section 8.01, merger or binding
share exchange shall enter into a supplemental indenture. If the issuer of
securities deliverable upon conversion of Convertible Securities is an
Affiliate of the successor Company, that issuer shall join in the
supplemental indenture. The supplemental indenture shall provide that the
Holder of a Convertible Security may convert it into the kind and amount of
securities, cash or other assets which such Holder would have received
immediately after the consolidation, merger, binding share exchange or
transfer if such Holder had converted the Convertible Security immediately
before the effective date of such transaction, assuming (to the extent
applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the
plurality of non-electing Holders. The supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Article Four. The
successor Company shall mail to Holders of Convertible Securities a notice
briefly describing the supplemental indenture.

If the Company enters into a sale of all or substantially all of
the assets of the Company in a transaction in which the holders of the
Common Stock immediately prior to such transaction do not receive
securities, cash, or other assets of the Company or any other Person, the
Convertible Securities shall remain convertible into the Common Stock (or
other property) which, but for such sale of assets of the Company, the
Holders of such Convertible Securities would have been entitled to upon
conversion.

If this Section 4.05 applies, neither paragraph (a) nor (b) of
Section 4.04 applies.

SECTION 4.06 Notices of Certain Events.

(a) the Company shall declare a dividend (or any other
distribution) payable to the holders of Common Stock otherwise than cash
dividends which are not Extraordinary Cash Dividends; or

(b) the Company shall authorize the granting to the holders
of Common Stock of rights to subscribe for or purchase any shares of stock
of any class or of any other rights; or

(d) there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Company, or

(e) the Company or any Subsidiary or Affiliate shall commence
a tender offer for all or a portion of the Company's outstanding shares of
Common Stock (or shall amend any such tender offer);

SECTION 4.07 Taxes on Conversion.

The Company will pay any and all documentary, stamp or similar
taxes payable to the United States of America or any political subdivision
or taxing authority thereof or therein in respect of the issue or delivery
of shares of Common Stock on conversion of Convertible Securities pursuant
hereto; provided, however, that the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other
than the Holder's name, and the Conversion Agent may refuse to deliver the
certificates representing such Common Stock until the Person requesting
such issue or delivery has paid to the Company the amount of any such tax
or has established, to the satisfaction of the Company, that such tax has
been paid. The Company extends no protection with respect to any other
taxes imposed in connection with conversion of Convertible Securities.

SECTION 4.08 Company to Provide Stock.

The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the
conversion of Convertible Securities from time to time as such Convertible
Securities are presented for conversion, provided, however, that nothing
contained herein shall be construed to preclude the Company from satisfying
its obligations in respect of the conversion of Convertible Securities by
delivery of repurchased shares of Common Stock which are held in the
treasury of the Company.

If any shares of Common Stock to be reserved for the purpose of
conversion of Convertible Securities hereunder require registration with or
approval of any governmental authority under any federal or state law
before such shares may be validly issued or delivered upon conversion, then
the Company covenants that it will in good faith and as expeditiously as
possible endeavor to secure such registration or approval, as the case may
be, provided, however, that nothing in this Section 4.08 shall be deemed to
affect in any way the obligations of the Issuer to convert Convertible
Securities into Common Stock as provided in this Article Four.

Before taking any action which would cause an adjustment reducing
the Conversion Price below the then par value, if any, of the Common Stock,
the Company will take all corporate action which may, in the opinion of
counsel, be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of Common Stock at such adjusted
Conversion Price.

The Company covenants that all shares of Common Stock which may be
issued upon conversion of Convertible Securities will upon issue be fully
paid and nonassessable by the Company and free of preemptive rights.

SECTION 4.09 Disclaimer of Responsibility for Certain Matters.

Neither the Trustee, the Conversion Agent nor any agent of either
shall at any time be under any duty or responsibility to any Holder of
Convertible Securities to determine whether any facts exist which may
require any adjustment of the Conversion Price, or with respect to the
Officers' Certificate referred to in Section 4.04(h), or with respect to
the nature or extent of any such adjustment when made, or with respect to
the method employed, herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee, the Conversion Agent
nor any agent of either shall be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock, or of any
securities or property (including cash), which may at any time be issued or
delivered upon the conversion of any Convertible Security; and neither the
Trustee, the Conversion Agent nor any agent of either makes any
representation with respect thereto. Neither the Trustee, the Conversion
Agent nor any agent of either shall be responsible for any failure of the
Company to issue, register the transfer of or deliver any shares of Common
Stock or stock certificates or other securities or property (including
cash) upon the surrender of any Convertible Security for the purpose of
conversion or, subject to Section 3.01, to comply with any of the covenants
of the Company contained in this Article Four.

SECTION 4.10 Return of Funds Deposited for Redemption of Converted
Convertible Securities.

ARTICLE V

SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 5.01 Satisfaction and Discharge of Indenture.

(1) either

(A) all Securities of such series theretofore authenticated
and delivered and all Coupons appertaining thereto (other than (i)
Coupons appertaining to Bearer Securities of such series
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 3.05, (ii) Securities of such series
and Coupons which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06, (iii)
Coupons appertaining to Bearer Securities of such series called for
redemption and maturing after the relevant Redemption Date,
surrender of which has been waived as provided in Section 11.06 and
(iv) Securities of such series 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 10.03 have been
delivered to the Trustee for cancellation; or

(B) all such Securities and Coupons of such series not
theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

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

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

(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. In addition, the Opinion of
Counsel shall be to the effect that Holders of the Securities and
Coupons, if any, of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of the Company's exercise of
its option under this Section 5.01 and will be subject to Federal income
tax in the same amount, in the same manner and at the same times as
would have been the case if such option had not been exercised and must
refer to and be based upon a ruling of the Internal Revenue Service.

SECTION 5.02 Application of Trust Money.

SECTION 5.03 Satisfaction, Discharge and Defeasance of Securities of Any
Series.

If this Section is specified, as contemplated by Section 3.01, to
be applicable to Securities and Coupons, if any, of any series, at the
Company's option, either

(a) the Company will be deemed to have been Discharged (as defined
below) from its obligations with respect to Securities and Coupons, if any,
of such series or

(b) the Company will cease to be under any obligation to comply
with any term, provision or condition set forth in (i) Article Eight and or
(ii) the terms, provisions or conditions of such series specified pursuant
to Section 3.01 (provided, however, that the Company may not cease to
comply with any obligations as to which it may not be Discharged pursuant
to the definition of "Discharged"), if, in the case of (a) and (b), with
respect to the Securities and Coupons, if any, of such series on the 91st
day after the applicable conditions set forth below in (x) and either (y)
or (z) have been satisfied:

(2) 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 the entire indebtedness on all
Outstanding Securities and Coupons, if any, of any such series have
been complied with; and

(y)(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as a trust fund specifically
pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities and Coupons, if any, of such series
(i) an amount (in such currency or currency unit in which the
Outstanding Securities and Coupons, if any, of such series are
payable) or (ii) U.S. Government Obligations (as defined below) or,
in the case of Securities and Coupons, if any, denominated in a
Foreign Currency, Foreign Government Securities (as defined below),
which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than
the due date of any payment of principal (including any premium)
and interest, if any, under the Securities and Coupons, if any, of
such series, money in an amount or (iii) a combination of (i) and
(ii) sufficient (in the opinion with respect to (ii) and (iii) of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee) to pay and discharge each installment of principal of
(including any premium), and interest, if any, on, the Outstanding
Securities and Coupons, if any, of such series on the dates such
installments of interest or principal are due;

(2)(i) no Event of Default or event (including
such deposit) which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on
the date of such deposit, (ii) no Event of Default as defined in
clause (5) or (6) of Section 6.01, or event which with notice or
lapse of time or both would become an Event of Default under either
such clause, shall have occurred within 90 days after the date of
such deposit and (iii) such deposit and the related intended
consequence under (a) or (b) will not result in any default or
event of default under any material indenture, agreement or other
instrument binding upon the Company or any Subsidiary or any of
their properties; and

(3) the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that Holders of the
Securities and Coupons, if any, of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of
the Company's exercise of its option under this Section 5.03 and
will be subject to Federal income tax in the same amount, in the
same manner and at the same times as would have been the case if
such option had not been exercised; or

(z) the Company has properly fulfilled such other means
of satisfaction and discharge as is specified, as contemplated by
Section 3.01, to be applicable to the Securities and Coupons, if
any, of such series.

"Discharged" means that the Company will be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under,
the Securities and Coupons, if any, of the series as to which this Section
is specified as applicable as aforesaid and to have satisfied all the
obligations under this Indenture relating to the Securities and Coupons, if
any, of such series (and the Trustee, at the expense of the Company, will
execute proper instruments acknowledging the same), except (A) the rights
of Holders thereof to receive, from the trust fund described in clause
(y)(1) above, payments of the principal of, premium and the interest, if
any, on such Securities and Coupons, if any, when such payments are due,
(B) the Company's obligations with respect to such Securities and Coupons,
if any, under Sections 3.05 and 3.06 (insofar as applicable to Securities
of such series), Article Four (insofar as applicable to Securities of such
series), Sections 5.02, 10.02 and 10.03 (last paragraph only) and the
Company's obligations to the Trustee under Sections 7.06 and 7.07 and (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder,
will survive such discharge. The Company will reimburse the trust fund for
any loss suffered by it as a result of any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or Foreign
Government Securities, as the case may be, or any principal, premium or
interest paid on such obligations, and, subject to the provisions of
Section 7.05, will indemnify the Trustee against any claims made against
the Trustee in connection with any such loss.

"Foreign Government Securities" as used in Section 5.03 means, with
respect to Securities and Coupons, if any, of any series that are
denominated in a Foreign Currency, securities that are (i) direct
obligations of the government that issued such currency for the payment of
which obligations 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 such government (the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation of such
government) which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof.

"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation of the United States of America,
which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof, and will 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 specified 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 Obligations or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

ARTICLE VI

REMEDIES

SECTION 6.01 Events of Default.

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

(1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of (or premium,
if any, on) any Security of that series at its Maturity; or

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

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities 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 90 consecutive
days; or

(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 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) acceleration of Indebtedness of the Company or any
Significant Subsidiary aggregating more than $50 million so that such
Indebtedness becomes due prior to the date on which the same would
otherwise become due and payable, unless such acceleration is rescinded,
annulled or otherwise cured prior to the giving of the notice referred
to in the first paragraph of Section 6.02 with respect to the Securities
of such series; or

(8) final and nonappealable judgments or orders to pay, in
the aggregate at any one time, more than $50 million rendered by a court
of competent jurisdiction against the Company or a Significant
Subsidiary, continued for 90 days (during which execution shall not be
effectively stayed or bonded) without discharge or reduction to $50
million or less; or

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

SECTION 6.02 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 the 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 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; provided,
however, that in the case of any Event of Default specified in clause (5)
or (6) of Section 6.01, such amount shall become immediately due and
payable without any notice, declaration or other act on the part of the
Trustee or any Holder.

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

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

(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 sum paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of Securities of that
series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.12.

No such recission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 6.03 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 or Coupon, if any, 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,

SECTION 6.04 Trustee May Enforce Claims without Possession of Securities.

SECTION 6.05 Trustee May File Proofs of Claim.

SECTION 6.06 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article in
respect of the Securities of any series shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest on the Securities of such series, upon presentation of the
Securities and Coupons, if any, appertaining thereto in respect of which
moneys have been collected 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
7.05; and

SECTION 6.07 Limitation on Suits.

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities
of that series;

(2) the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder,

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that
series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders or
to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.

SECTION 6.08 Restoration of Rights and Remedies.

SECTION 6.09 Rights and Remedies Cumulative.

SECTION 6.10 Delay or Omission Not Waiver.

SECTION 6.11 Control by Holders.

(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.

SECTION 6.12 Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any)
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.

SECTION 6.13 Waiver of Stay or Extension Laws.

SECTION 6.14 Judgment Currency.

For purposes of this Section 6.14, "Conversion Rate" shall mean the
spot rate at which in accordance with normal banking procedures the
currency or currency unit into which an amount due hereunder or under any
Security or Coupon is to be converted could be purchased with the currency
or currency unit due hereunder or under any Security or Coupon, at the
option of the Company from major banks located in New York, London or any
other principal market for such purchased currency or currency unit.

ARTICLE VII

THE TRUSTEE

SECTION 7.01 Certain Rights of Trustee.

Subject to the provisions of the Trust Indenture Act:

(a) in the absence of bad faith on its part, the Trustee may
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, 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 furnished to the
Trustee and believed by the Trustee to be genuine and to have been signed
or presented by the proper party or parties but, in the case of any such
papers or documents which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Indenture;

(b) 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;

(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, 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;

(j) except during the continuance of an Event of Default the
Trustee need perform only those duties that are specifically set forth in
this Indenture and no others;

SECTION 7.02 Not Responsible for Recitals or Issuance of Securities.

SECTION 7.03 May Hold Securities.

The Trustee, 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 may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar or such other agent.

SECTION 7.04 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 7.05 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 as agreed to by
the Company and the Trustee (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 of performance of any of its
powers or duties hereunder.

SECTION 7.06 Resignation and Removal; Appointment of Successor.

(2) the Trustee shall cease to be eligible under Section
3.10(a) of the Trust Indenture Act and shall fail to resign after
written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (ii) 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.

(d) 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 7.07. 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 may 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 7.07,
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 7.07, 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.

(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 in Section 1.05. 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 7.07 Acceptance of Appointment by Successor.

(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 7.08 Merger, Conversion, Consolidation or Succession to Business.

SECTION 7.09 Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit by mail to all Holders of Securities as provided
in Trust Indenture Act Section 313(c) a brief report dated as of such May
15 if required by Trust Indenture Act Section 313(a).

SECTION 7.10 Corporate Trustee Required; Eligibility.

ARTICLE VIII

CONSOLIDATION, MERGER OR SALE

SECTION 8.01 Consolidation, Merger or Sale.

Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any
other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance or lease of all or substantially all the property of
the Company to any other corporation (whether or not affiliated with the
Company) authorized to acquire and operate the same; provided, however, and
the Company hereby covenants and agrees, that any such consolidation,
merger, sale, conveyance or lease shall be upon the conditions that (a) the
corporation (if other than the Company) formed by or surviving any such
consolidation or merger, or to which such sale, conveyance or lease shall
have been made, shall be a corporation organized under the laws of the
United States of America, any state thereof or the District of Columbia;
and (b) the due and punctual payment of the principal of, premium, if any
and interest, if any, on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company, shall be
expressly assumed and the conversion rights, if any, shall be provided for
in accordance with Article Four, by supplemental indenture satisfactory in
form to the Trustee executed and delivered to the Trustee, by the
corporation (if other than the Company) formed by such consolidation, or
into which the Company shall have been merged, or by the corporation which
shall have acquired or leased such property.

SECTION 8.02 Successor Corporation to Be Substituted.

In case of any such consolidation, merger, sale, conveyance or
lease and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form
to the Trustee, of the due and punctual payment of the principal of and
interest, if any, on all of the Securities and the due and punctual
performance of all the covenants and conditions of this Indenture to be
performed by the Company, such successor corporation shall succeed to and
be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company (including any
intervening successor to the Company which shall have become the obligor
hereunder) shall be relieved of any further obligation under this Indenture
and the Securities; provided, however, that in the case of a sale, lease or
conveyance of the property of the Company (including any such intervening
successor) in connection with which there is not a plan providing for the
complete liquidation of the Company (including any such intervening
successor), the Company (including any such intervening successor) shall
continue to be liable on (i) its obligations under this Indenture and the
Securities to the extent of liability to pay the principal of and interest,
if any, on the Securities at the time, places and rate prescribed in this
Indenture and the Securities and (ii) obligations the Company may have
under a supplemental indenture pursuant to Section 4.05. Such successor
corporation thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as
though all of such Securities had been issued at the date of the execution
thereof.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 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 corporation to the
Company and the assumption by any such successor of the covenants of the
Company contained herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating
that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon
the Company; or

(3) to add any additional Events of Default with respect to
all or any series of Securities; 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
provide for uncertificated (commonly known as "book entry") Securities
on terms satisfactory in substance to the Trustee; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 7.07(b); or

(9) if allowed without penalty under applicable laws and
regulations, to permit payment in the United States of America
(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

(11) to add to, delete from or revise the conditions,
limitations on the authorized amount, terms or purposes of issue,
authentication and delivery of the Securities, as herein set forth; or

(12) to make provision with respect to the conversion rights
of Holders pursuant to the requirements of Section 4.05.

SECTION 9.02 Supplemental Indentures with Consent of Holders.

With the consent of (i) the Holders of not less than a majority in
principal amount of the Outstanding Securities, or (ii) in case less than
all of the several series of Securities are affected by such addition,
change, elimination or modification, the Holders of not less than a
majority in principal amount of each series so affected by such
supplemental indenture voting as a single class, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board of Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no
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 6.02, 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 or
repurchase (in the case of Securities of a series that are required to
be repurchased by the Company as specified pursuant to Section 3.01), on
or after the Redemption Date or the repurchase date, as applicable), or

(3) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in Section
10.02, or

(4) modify any of the provisions of this Section 9.02,
Section 6.11, or Section 10.07, except to increase any such percentage
or to provide with respect to any particular series the right to
condition the effectiveness of any supplemental indenture as to that
series on the consent of the Holders of a specified percentage of the
aggregate principal amount of Outstanding Securities of such series
(which provision may be made pursuant to Section 3.01 without the
consent of any Holder) 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, or the deletion of this proviso, in
accordance with the requirements of Sections 7.07(b) and 9.01(8), or

(5) if applicable, make any change that adversely affects the
right to convert any Convertible Security or, except as provided in this
Indenture, decrease the conversion rate or increase the conversion price
of any Convertible Security.

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

SECTION 9.03 Execution of Supplemental Indentures.

SECTION 9.04 Effect of Supplemental Indentures.

SECTION 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in
effect.

SECTION 9.06 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 X

COVENANTS

SECTION 10.01 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
premium, if any) and interest on the Securities of that series by
delivering said principal of (and premium, if any) and interest thereon in
immediately available funds to the Paying Agent no later than 10 A.M. New
York time on the Payment Date and otherwise in accordance with the terms of
the Securities and this Indenture.

The interest on Securities with Coupons appertaining thereto shall
be payable only upon presentation and surrender of the several Coupons for
such interest installments as are evidenced thereby as they severally
mature. The interest, if any, on any temporary 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.

SECTION 10.02 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 and Coupons, if any, 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. If Securities
of a series are issuable as Bearer Securities, the Company will maintain,
(A) 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 (B) subject to any laws or regulations applicable thereto, an office or
agency 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 any
change in the location, of any such office or agency. If Securities of a
series are issuable as Convertible Securities, the Company will maintain an
office or agency where such Securities may be presented for conversion
("Conversion Agent"). 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 (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 recession shall in any manner relieve
the Company of its 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.

SECTION 10.03 Money for Securities Payments to be Held in Trust.

(1) hold all sums held by it for the payment of the principal
of (and 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;

(2) 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 (and premium, if any) or interest on the
Securities; and

(3) 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.

SECTION 10.04 Maintenance of Properties and Corporate Existence.

The Company shall, and shall cause each of its Subsidiaries to, (a)
maintain its properties and assets used or useful in its business in good
working order and condition and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto; (b) maintain
with financially sound and reputable insurers such insurance as may be
required by law and such other insurance, to such extent and against such
hazards and liabilities, as is customarily maintained by companies
similarly situated; and (c) keep books of records and accounts reflecting
all of its business affairs and transactions in accordance with sound
business practices, and reflect in its financial statements adequate
accruals and reserves, all in accordance with generally accepted accounting
principles.

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

SECTION 10.05 Statements as to Compliance.

The Company will deliver to the Trustee, within 105 days after the
end of each fiscal year of the Company, a certificate from the principal
executive officer, principal financial officer or principal accounting
officer as to whether or not the signer knows of any default by the Company
in the performance or observance of any of the terms, provisions or
conditions hereof. If such signer knows of such a default, the certificate
shall describe the default. For purposes of this Section 10.05, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

SECTION 10.06 Commission Reports.

SECTION 10.07 Additional Instruments and Acts.

SECTION 10.08 Officer's Certificate.

The Company will deliver to the Trustee prior to May 1 in each year
an Officer's certificate complying with Section 314(a)(4) of the Trust
Indenture Act.

SECTION 10.09 Names and Addresses of Holders.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.01 Applicability of Article.

SECTION 11.02 Election to Redeem; Notice to Trustee.

SECTION 11.03 Selection by Trustee of Securities to be Redeemed.

If less than all the Securities (including Coupons, if any) of any
series with the same terms are to be redeemed, the particular Securities
(including Coupons, if any) to be redeemed shall be selected not more than
60 days prior to the redemption Date by the Trustee, from the Outstanding
Securities (including Coupons, if any) of such series not previously called
for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities
(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.

SECTION 11.04 Notice of Redemption.

Notice of redemption shall be given not less than 15 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, as provided in Section 1.05.

SECTION 11.05 Deposit of Redemption Price.

On or before 10 A.M. New York time on (but in the case of payments
to be made at a Place of Payment outside of the United States, its
territories, possessions and areas subject to its jurisdiction, at least
one New York Business Day before) any Redemption Date, the company shall
deposit in immediately available funds 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 10.03) an amount of money in the
relevant currency (or a sufficient number of currency units, as the case
may be) 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 11.06 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, if
applicable, shall cease to be convertible into Common Stock. 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 Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

SECTION 11.07 Securities Redeemed in Part.

ARTICLE XII

SINKING FUNDS

SECTION 12.01 Applicability of Article.

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 12.02. 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 12.02 Satisfaction of Sinking Fund Payments with Securities.

SECTION 12.03 Redemption of Securities for Sinking Fund.

ARTICLE XIII

SUBORDINATION

SECTION 13.01 Agreement to Subordinate.

The Company agrees, and each Holder of a Security by accepting a
Security likewise agrees, that the payment of the indebtedness evidenced by
the Securities is subordinated, to the extent and in the manner provided in
this Article Thirteen, to the prior payment in full of all Senior
Indebtedness.

Each holder of a Security by accepting a Security further agrees
that each Senior Holder has advanced funds and may from time to time
advance additional funds in reliance upon the subordination of the
Securities to Senior Indebtedness and that the provisions of this Article
are for the benefit of the Senior Holders.

SECTION 13.02 Subordination to Prior Payment of All Senior Indebtedness
on Maturity, Liquidation, Dissolution or Reorganization
of Company.

(a) In the event of any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company or its property, or any proceeding for
the liquidation, dissolution or other winding up of the Company, voluntary
or involuntary, whether or not involving insolvency or bankruptcy
proceedings, or any assignment by the Company for the benefit of creditors,
or any other marshalling of the assets of the Company, then and in any such
event:

(i) Senior Indebtedness shall first be paid in full, or
provision made for such payment, before any payment or distribution of
any character, whether in cash, securities or other property, shall be
made on account of or applied on the Securities;

(ii) any payment or distribution of any character,
whether in cash, securities or other property, which would otherwise
(but for this clause) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the Senior Holders,
until all Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the Senior Holders,
or provision therefor; and

(iii) all Holders of Securities irrevocably authorize
and empower each Senior Holder (and its representatives) to demand, sue
for, collect and receive all such payments and distributions and to
accept receipt therefor, and to file and prove all such claims and take
all such other actions in the name of all Holders of the Securities or
otherwise, as the Senior Holders may determine to be necessary or
appropriate.

(b) The Trustee and the Holders of the Securities will not
exercise or attempt to exercise any right of setoff or counterclaim in
respect of any obligations of the Holders of the Securities to the Company
against the obligations of the Company under the Securities if the effect
thereof shall be to reduce the amount of any such payment or distribution
to which the Senior Holders would be entitled in the absence of such setoff
or counterclaim.

The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company.

SECTION 13.03 Company Not to Make Payments with Respect to Securities
in Certain Circumstances.

In the event and during the continuation of any Senior Indebtedness
Default, no payment of principal, interest or premium, if any, shall be
made on the Securities unless and until such Senior Indebtedness Default
shall have been remedied, nor shall such payment be made if after giving
effect, as if paid, to such payment, any Senior Indebtedness Default would
exist.

SECTION 13.04 Subrogation.

Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the Senior
Holders to receive payments or distributions of assets of the Company made
on the Senior Indebtedness until the Securities shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to
Senior Holders of any cash, property or securities to which Holders of the
Securities would be entitled except for the provisions of this Article and
no payment over pursuant to the provisions of this Article to Senior
Holders by the Holders of the Securities, shall, as between the Company,
its creditors other than Senior Holders and the holders of the Securities,
be deemed to be a payment by the Company to or on account of Senior
Indebtedness, it being understood that the provisions of this Article are
solely for the purpose of defining the relative rights of the Senior
Holders, on the one hand, and the Holders of the Securities on the other
hand.

If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of
this Article shall have been applied, pursuant to the provisions of this
Article, to the payment of Senior Indebtedness, then and in such case, the
Holders of the Securities shall be entitled to receive from the Senior
Holders at the time outstanding any payments or distributions received by
such Senior Holders in excess of the amount sufficient to pay all Senior
Indebtedness in full.

SECTION 13.05 Relative Rights.

This Article is intended solely to define the relative rights of
Holders of Securities and Senior Holders. Nothing in this Indenture shall:

(a) impair, as between the Company and Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional, to pay principal, interest, and premium, if any, on the
Securities in accordance with their terms; or

(b) affect the relative rights of Holders of the Securities
and creditors of the Company other than holders of Senior Indebtedness; or

(c) prevent the Trustee or any Holder of the Securities from
exercising all its available remedies hereunder or under applicable law
upon an Event of Default (including without limitation the right to take
any action to accelerate the maturity of the Securities in accordance with
Article Six, subject to the rights of Senior Holders under this Article
Thirteen to receive payments or distributions otherwise payable or
distributable to Holders of the Securities).

Upon any distribution of assets of the Company referred to in this
Article Thirteen, the Trustee, subject to the provisions of Section 7.01,
and the Holders of the Securities shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are
pending, or a certificate of the liquidating trustee or agent or other
person making any distribution to the Trustee or to the Holders of the
Securities, for the purpose of ascertaining the persons entitled to
participate in such distribution, the Senior Holders 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 Thirteen.

If the Company fails because of this Article to pay principal of or
interest on a Security on the due date, the failure is still an Event of
Default.

SECTION 13.06 Subordination May Not be Impaired by Company.

No right of any Senior Holders to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this
Indenture.

SECTION 13.07 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to Senior
Holders pursuant to this Article Thirteen, the distribution may be made and
the notice given to their representative. If an issue of Senior
Indebtedness has a representative, all notices must be given, and all
distributions shall be made, to the representative.

SECTION 13.08 Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice.

The Trustee or Paying Agent shall not at any time be charged with
knowledge of the evidence of any facts which would prohibit the making of
any payment to or by the Trustee or the Paying Agent to the Holders of
Securities unless and until it receives written notice that payments may
not be made under this Article; and (except as aforesaid) prior to the
receipt of any such written notice, the Trustee or the Paying Agent,
subject to the provisions of Section 7.10, shall be entitled to assume
conclusively that no such facts exist. The Company shall promptly notify
the Trustee and the Paying Agent of any facts known to the Company that
would cause a payment of principal, interest or premium, if any, on the
Securities to violate this Article. A representative of Senior Holders or
a Senior Holder may also give the notice.

The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee.

SECTION 13.09 Application by Trustee of Monies Deposited with It.

Money or securities deposited in trust with the Trustee pursuant to
and in accordance with Section 5.01 shall be for the sole benefit of
Securityholders and, to the extent allocated for the payment of Securities,
shall not be subject to the subordination provisions of this Article
Thirteen. Otherwise, any deposit of monies by the Company with the Trustee
or any Paying Agent (whether or not in trust) for the payment of the
principal or interest on any Securities shall be subject to the provisions
of Sections 13.01, 13.02, 13.03, 13.04 and 13.05 except that, if two
Business Days prior to the date on which by the terms of this Indenture any
such monies may become payable for any purpose (including, without
limitation, the payment of either the principal or the interest on any
Security), the Trustee shall not have received with respect to such monies
the notice provided for in Section 13.08, then the Trustee or the Paying
Agent shall have full power and authority to receive such monies 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
during or after such two Business Days. This Section shall be construed
solely for the benefit of the Trustee and Paying Agent and shall not
otherwise affect the rights of Senior Holders.

SECTION 13.10 Moneys Held in Trust for Holders of Senior Indebtedness.

In the event that any Holders of Securities shall receive any
payment or distribution with respect to the Securities from any source
whatsoever which such Holder is not at the time entitled to receive under
the provisions of this Article, such Holder will hold any amount so
received in trust for the Senior Holders and will forthwith turn over such
payment to the Senior Holders in the form received to be applied to the
payment or prepayment of Senior Indebtedness, whether or not then due and
payable.

SECTION 13.11 Securityholders Authorize Trustee to 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 to effectuate the subordination provided in
this Article Thirteen and appoints the Trustee his attorney-in-fact for
such purpose.

SECTION 13.12 Renewals and Extensions of Senior Indebtedness.

The Trustee, on behalf of all initial Holders of Securities, hereby
waives, and each subsequent Holder of Securities by his acceptance of
Securities thereby waives, any and all notice of renewal, extension or
accrual of any of the Senior Indebtedness, present or future, and agrees
and consents that without notice to or assent by the Trustee or any Holder
of Securities:

(i) the obligations and liabilities or any other party
or parties for or upon the Senior Indebtedness (and/or any promissory
note(s), security document or guaranty evidencing or securing the same)
may, from time to time, in whole or in part, be renewed, extended,
modified, amended, accelerated, compromised, supplemented, terminated,
sold, exchanged, waived or released;

(ii) any representative or representatives acting on
behalf of the Senior Holders and the Senior Holders may exercise or
refrain from exercising any right, remedy or power granted by or in
connection with any agreements relating to the Senior Indebtedness; and

(iii) any balance or balances of funds with any Senior
Holder at any time outstanding to the credit of the Company may, from
time to time, in whole or in part, be surrendered or released;

all as any representative or representatives acting on behalf of the Senior
Holders and the Senior Holders may deem advisable and all without
impairing, abridging, diminishing, releasing or affecting the subordination
of the Securities to the Senior Indebtedness provided for herein.

SECTION 13.13 No Fiduciary Duty Created to Senior Holders.

The Trustee shall not be deemed to owe any fiduciary duty to the
Senior Holders by virtue of the provisions of this Article Thirteen.

SECTION 13.14 Miscellaneous.

Each Holder of Securities by his acceptance of the Securities
acknowledges and agrees that the Senior Holders have relied upon and will
continue to rely upon the subordination provided for herein in entering
into the agreements relating to Senior Indebtedness and in extending credit
to the Company pursuant thereto.

No present or future Senior Holders shall be prejudiced in his
right to enforce the subordination provisions contained herein in
accordance with the terms hereof by any act or failure to act on the part
of the Company or any Holder of Securities.

The provisions in this Article Thirteen shall be binding upon each
Holder of Securities and upon the heirs, legal representatives, successors
and assigns of each such Holder of Securities.

HASBRO, INC.

By:________________________

[__________________________]
Trustee

By:________________________

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
of Hasbro, Inc.

We consent to the use of our reports included in or incorporated by
reference in the Hasbro, Inc. Annual Report on Form 10-K for the fiscal
year ended December 28, 1997, which is incorporated by reference herein,
and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG PEAT MARWICK LLP

Providence, Rhode Island
June 22, 1998