AMERICAN CYANAMID CO, S-3, 1994-03-31

AMERICAN CYANAMID CO
S-3, 1994-03-31
CHEMICALS & ALLIED PRODUCTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1994
REGISTRATION NO. 33-.....
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

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

MAINE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

ONE CYANAMID PLAZA
WAYNE, NEW JERSEY 07470
(201) 831-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

13-0430890
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

JOSEPH S. McAULIFFE
VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN CYANAMID COMPANY
ONE CYANAMID PLAZA
WAYNE, NEW JERSEY 07470
(201) 831-2000
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
ANDREW B. JANSZKY
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000

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, please check the following box: /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities................... $600,000,000 100% $600,000,000 $206,898
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</TABLE>

(1) In U.S. dollars or the equivalent thereof in foreign currencies or currency
units. Such amount shall be increased, if any of the Debt Securities are
issued at an original issue discount, by an amount such that the net
proceeds to be received by the Registrant shall be equal to $600,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
------------------
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE> 2

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

SUBJECT TO COMPLETION DATED MARCH 31, 1994

PROSPECTUS

$600,000,000

AMERICAN CYANAMID COMPANY
DEBT SECURITIES
------------------------

American Cyanamid Company (the "Company") may offer from time to time one
or more series of its debt securities (the "Debt Securities") up to an aggregate
principal amount of $600,000,000 (or the equivalent in foreign denominated
currency or currency units). The Company will offer Debt Securities to the
public on terms determined by market conditions.

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

The accompanying Prospectus Supplement sets forth the specific designation,
aggregate principal amount, purchase price, maturity, interest rate (or manner
of calculation thereof), time of payment of interest (if any), listing (if any)
on a securities exchange and any other specific terms of the Debt Securities.

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

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

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

The Debt Securities may be offered directly, through agents designated from
time to time or through dealers or underwriters. If any agents of the Company or
any dealers or underwriters are involved in the offering of the Debt Securities
in respect of which this Prospectus is being delivered, the name of such agents,
dealers or underwriters and any applicable commissions or discounts will be set
forth in the Prospectus Supplement. The net proceeds to the Company from such
sale will also be set forth in the Prospectus Supplement.

The date of this Prospectus is March , 1994.
<PAGE> 3

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the securities to
be sold pursuant to this Offering. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information, exhibits and
undertakings contained in the Registration Statement. Such additional
information, exhibits and undertakings can be inspected at and obtained from the
Commission as set forth below. For additional information with respect to the
Company, the Debt Securities and related matters and documents, reference is
made to the Registration Statement and the exhibits thereto. Statements
contained herein concerning any such document are not necessarily complete and,
in each instance, reference is made to the copy of such document incorporated by
reference in, or filed as an exhibit to, the Registration Statement. Each such
statement is qualified in its entirety by such reference.

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
accordingly files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission are available for inspection and copying at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at certain regional offices of the
Commission located at Room 3190, Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. The Company's
Common Stock, par value $5.00 per share, is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning the
Company can be inspected at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE HEREIN,
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON (INCLUDING ANY BENEFICIAL OWNER) TO
WHOM THE PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IS DELIVERED UPON WRITTEN OR
ORAL REQUEST TO THE SECRETARY, AMERICAN CYANAMID COMPANY, ONE CYANAMID PLAZA,
WAYNE, NEW JERSEY 07470, TELEPHONE NUMBER (201) 831-2000.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference its Annual Report on Form 10-K
for the year ended December 31, 1993, which has been previously filed with the
Commission pursuant to the Exchange Act.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
date upon which this offer is terminated, shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.

Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded. All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in this paragraph.

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<PAGE> 4

THE COMPANY

The Company, organized in 1907 as a Maine corporation, is a research-based
life sciences company which, together with its subsidiaries, discovers and
develops medical and agricultural products and manufactures and markets them
throughout the world. The mailing address of the Company's principal executive
offices is One Cyanamid Plaza, Wayne, New Jersey 07470, and its telephone number
is (201) 831-2000.

The Company's medical products encompass LEDERLE branded and generic
pharmaceutical products; over-the-counter products including CENTRUM and other
multivitamins; LEDERLE-PRAXIS vaccines; DAVIS & GECK surgical sutures, wound
management devices and instruments for minimally invasive surgery; STORZ
ophthalmic, ear, nose and throat surgical devices, ophthalmic pharmaceuticals
and intraocular lenses; and ACUFEX arthroscopic instruments and equipment.

The Company's agricultural business encompasses herbicides, such as the
imidazolinone herbicides marketed as SCEPTER, PURSUIT, PURSUIT Plus and SQUADRON
for soybeans, PROWL (marketed as STOMP outside the United States) for soybeans,
cotton, corn, cereals, tobacco and vegetables, ARSENAL for vegetation control,
and ASSERT for wheat and barley; insecticides, such as COUNTER and THIMET and,
outside of North America, TORQUE, FASTAC, RIPCORD and CASCADE; fungicides
outside of North America, such as DELAN and ACROBAT; plant growth regulators,
such as CYCOCEL; animal feed supplements and health products, such as AUREOMYCIN
and, outside of the United States, AVOTAN, CYDECTIN and CYGRO; and animal
vaccines.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the years indicated:

(In millions of dollars, except ratio amounts)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1993 1992(1) 1991(1) 1990(1) 1989(1)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Earnings(Loss).............................. $(34.2)(2) $628.9 $574.4 $478.9 (3) $554.8
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Fixed Charges............................... $ 82.2 $ 77.9 $ 78.4 $114.4 $174.0
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Ratio of Earnings to Fixed Charges.......... * 8.07 7.33 4.19 (3) 3.19
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>

- ---------------
* Calculation of the ratio results in an amount that is less than one. The
amount of earnings coverage deficiency for the fiscal year ended December
31, 1993 was $116.4.(2)

(1) Restated for discontinued operations related to the spin-off of Cytec
Industries Inc. in 1993.

(2) Includes one-time, pre-tax charges of $383.6 related to the acquisition of
Immunex Corporation and $207.9 related to a companywide restructuring
program. Excluding these charges, the ratio of earnings to fixed charges
would have been 6.78.

(3) Includes a pre-tax special charge of $97.2 associated primarily with the
curtailment and consolidation of certain product lines. Excluding this
charge, the ratio of earnings to fixed charges would have been 5.04.

For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations (before taxes on
income), distributed income from associated companies and fixed charges
(excluding capitalized interest), and "fixed charges" consist of interest and
debt expense, capitalized interest and one-third of rental expense.

- ---------------
All brand names appearing in capital letters are trademarks, registered
trademarks or service marks owned by or licensed to the Company or its
subsidiaries.

3
<PAGE> 5

USE OF PROCEEDS

Except as otherwise described in the Prospectus Supplement, the Company
intends to use the net proceeds from the sale of the Debt Securities for general
corporate purposes, including, without limitation, working capital, capital
expenditures, stock purchase programs, repayment of indebtedness and
acquisitions. Funds not required immediately for such purposes may be invested
temporarily in short-term marketable securities.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be unsecured and unsubordinated obligations of the
Company issued in one or more series under an indenture (the "Indenture")
between the Company and The Chase Manhattan Bank (National Association), as
trustee (the "Trustee"), the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture. Wherever particular provisions of the Indenture or
terms defined therein are referred to herein or in the Prospectus Supplement,
such provisions or terms are incorporated by reference as a part of the
statements made, and the statements are qualified in their entirety by such
reference. Section references are references to sections of the Indenture.
Capitalized terms not otherwise defined herein have the meanings given to them
in the Indenture.

The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities"), and the
extent, if any, to which such general provisions may apply to the Offered Debt
Securities, will be described in the Prospectus Supplement relating to such
Offered Debt Securities. The Indenture contains, among other things, the
following provisions.

GENERAL

The Indenture provides for the issuance of Debt Securities from time to
time, in one or more series. Reference is made to the Prospectus Supplement
which will describe the following terms of the Offered Debt Securities: (a) the
designation of the Offered Debt Securities; (b) any limit on the aggregate
principal amount of the Offered Debt Securities; (c) the date or dates on which
the Offered Debt Securities will mature; (d) 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; (e) the
dates on which such interest, if any, will be payable and the Regular Record
Dates for such Interest Payment Dates; (f) whether the Offered Debt Securities
are exchangeable or convertible for or into new Debt Securities of a different
series or other securities (except shares of capital stock of the Company or any
subsidiary of the Company or securities directly or indirectly convertible into
or exchangeable for any such shares); (g) any sinking fund or purchase fund or
analogous obligation; (h) the period or periods within which or the date or
dates on which, the price or prices at which the Offered Debt Securities may be
redeemed at the option of the Company; (i) the place or places of payment of
principal of (and premium, if any) and interest on the Offered Debt Securities;
(j) whether the Offered Debt Securities are issuable as Registered Securities or
Bearer Securities or both; whether any such Debt Securities are to be issuable
initially in temporary global form; whether any such Debt Securities are to be
issuable in permanent global form with or without Coupons and, if so, whether
beneficial owners of interests in any such permanent global Debt Security may
exchange such interests for Debt Securities of like tenor of any authorized form
and denomination; whether Registered Securities may be exchanged for Bearer
Securities (if permitted by applicable laws and regulations); whether Bearer
Securities may be exchanged for Registered Securities; and the manner in which
the foregoing exchanges may be made; (k) any special provisions relating to the
issuance of any Bearer Securities of any series; (l) in the case of Offered Debt
Securities issued with an original issue discount, the principal amount thereof
payable upon acceleration of the maturity thereof; (m) the currency or
currencies or units, if other than U.S. dollars, in which the Offered Debt
Securities are to be denominated or in which payments of

4
<PAGE> 6

principal, and any premium and interest, may be payable; (n) if the principal
(and premium, if any) or interest, if any, on the Offered Debt Securities may be
payable, in a currency or currencies or units based on or related to currencies
other than that in which the Offered Debt Securities are stated to be payable,
the period or periods within which, and the terms and conditions upon which such
election may be made; (o) if the amount of payments of principal of (and
premium, if any) or interest, if any, on the Offered Debt Securities may be
determined with reference to an index based on a currency or currencies or units
based on or related to currencies other than that in which the Offered Debt
Securities are stated to be payable, the manner in which such amounts shall be
determined; (p) any deletions from, modifications of or additions to Events of
Default or covenants of the Company in the Indenture; (q) if the defeasance
provisions of the Indenture are not applicable to the Offered Debt Securities;
and (r) any other terms of the Offered Debt Securities. (Section 301)

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." (Section 301) 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 302)

At the option of the Holder, Bearer Securities of any series will be
exchangeable for Registered Securities (if the Debt Securities of such series
are issuable in registered form) or Bearer Securities (if Bearer Securities of
such series are issuable in more than one denomination and such exchanges are
permitted by such series) of the same series, of any authorized denominations
and of any like tenor and aggregate principal amount, and Registered Securities
of any series (except a Book-Entry Security representing all or a portion of the
Debt Securities of such series) will be exchangeable for other Registered
Securities of the same series, of any authorized denominations and of any like
aggregate principal amount. If a Holder surrenders Bearer Securities in exchange
for Registered Securities between a Regular Record Date or, in certain
circumstances, a Special Record Date, and the relevant Interest Payment Date,
such Bearer Security will be surrendered without the coupon relating to such
Interest Payment Date. Registered Securities may not be exchanged for Bearer
Securities. (Section 305)

Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and Debt Securities would not necessarily afford
holders of the Debt Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect such holders.

GLOBAL SECURITIES

The Debt Securities may be issued in whole or in part in the form of one or
more Global Securities that will be deposited with, or on behalf of, the
Depository identified in the Prospectus Supplement. Global Securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee of such
Depository to a successor Depository or any nominee of such successor.

The specific terms of any depository arrangement with respect to Debt
Securities issued in the form of one or more Global Securities will be described
in the Prospectus Supplement. Unless otherwise specified in the Prospectus
Supplement, the following provisions will apply to all depository arrangements.

Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of institutions that have
accounts with such Depository ("Participants"). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Company if such Debt Securities are offered and sold
directly by the Company. Owners of beneficial interests in a Global Security
that are not Participants or persons that may

5
<PAGE> 7

hold through Participants but desire to sell or otherwise transfer ownership of
such beneficial interests by book-entry on the records of the Depository may do
so only through Participants and persons that may hold through Participants.
Because the Depository can only act on behalf of Participants and persons that
may hold through Participants, the ability of an owner of a beneficial interest
in a Global Security to pledge such beneficial interests to persons or entities
that do not participate in the book-entry and transfer system of the Depository,
or otherwise take actions in respect of such beneficial interests, may be
limited. The laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limitations
on the ownership of beneficial interests in a Global Security and such laws may
impair the ability to transfer beneficial interests in a Global Security.

So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.

Payments of principal of (and premium, if any) and interest, if any, on
Debt Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. None of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

The Company expects that the Depository for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a Global Security representing any of such Debt Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depository or its
nominee. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Security held through such Participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name". Such payments will be the responsibility of such Participants
and not of the Company or the Depository. Owners of beneficial interests in
Global Securities may experience some delay in the receipt of interest and
principal payments since the Depository for such Global Securities will forward
payments to its Participants, which in turn will forward them to persons that
hold beneficial interests in such Global Securities through such Participants.

If a Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in definitive form in exchange for the Global Security
representing such series of Debt Securities. In addition, the Company may at any
time and in its sole discretion, subject to any limitations described in the
Prospectus Supplement, determine not to have any Debt Securities of such series
represented by one or more Global Securities and, in such event, will issue
individual Debt Securities of such series in exchange for the Global Security or
Securities representing such series of Debt Securities. In either instance, the
Company will issue Debt Securities in definitive form, equal in aggregate
principal amount to the Global Securities, in such names and in such principal
amounts as the Depository for such Global Securities shall request.

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<PAGE> 8

COVENANTS

Under the terms of the Indenture, the Company will covenant and agree that
as long as any of the Debt Securities remain outstanding:

Payment of Principal and Interest. The Company will duly and
punctually pay the principal of (and premium, if any) and interest on each
series of Debt Securities in accordance with their terms and the Indenture.
(Section 1001)

Maintenance of Office or Agency. The Company will maintain an office
or agency in each Place of Payment where Debt Securities may be presented
or surrendered for payment, where Debt Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company
in respect of the Debt Securities and the Indenture may be served. (Section
1002)

Limitations on Liens. The Company will not, and will not permit any
Subsidiary to, secure indebtedness for money borrowed by incurring,
creating or assuming any Lien upon any Restricted Property, unless the Debt
Securities then outstanding are secured equally and ratably with such
indebtedness, except for: (i) any series of Debt Securities and any Lien
existing on the date of the issuance of such series; (ii) Liens existing on
a corporation's property at the time it first becomes a Subsidiary; (iii)
Liens on a property existing at the time acquired or incurred to secure the
payment of all or part of the purchase price thereof or to secure
indebtedness incurred prior to, at the time of, or within 12 months after,
the acquisition of such property for the purpose of financing all or part
of the purchase price thereof and any Lien to secure indebtedness which is
in excess of the purchase price (provided such Liens are limited to such
property and improvements thereon); (iv) certain exploration, drilling,
development, operation, construction and similar Liens related to the
property so affected; (v) Liens securing only indebtedness of a Subsidiary
owing to the Company or another Subsidiary; (vi) Liens securing any
industrial development, pollution control, or similar revenue bond; or
(vii) any extension, renewal or replacement of any of the foregoing Liens,
provided the principal amount of the indebtedness secured thereby shall not
be increased. (Section 1006)

Limitation on Sale and Leaseback Transactions. The Company will not
enter into any Sale and Leaseback Transaction, nor permit any Subsidiary
owning Restricted Property to do so, unless (i) the Company or such
Subsidiary would be entitled to have a lien placed on a Restricted Property
to secure a Debt, in a principal amount at least equal to the Attributable
Debt in respect of such Sale and Leaseback Transaction, without equally and
ratably securing the Outstanding Debt Securities without violating any
provision of the above-mentioned "Limitations on Liens" or (ii) the
Company, within the six months immediately following the effective date of
such Sale and Leaseback Transaction, causes to be applied to the
acquisition of Restricted Property or to the retirement of Debt Securities
or Funded Debt an amount equal to the Attributable Debt in respect of such
Sale and Leaseback Transaction. (Section 1007)

Exempted Transactions. The limitations described above under
"Limitations on Liens" and "Limitation on Sale and Leaseback Transactions"
will not apply to a particular transaction if, thereafter, the sum of (a)
the principal amount of indebtedness secured by Liens the incurrence,
creation or assumption of which would otherwise require that the Company
secure the Outstanding Debt Securities, plus (b) the Attributable Debt in
respect of certain Sale and Leaseback Transactions, does not exceed 10% of
the Consolidated Net Tangible Assets of the Company and its consolidated
subsidiaries. (Section 1008)

Waiver of Certain Covenants. With the consent of the holders of at
least 66 2/3% in principal amount of the Debt Securities outstanding of any
series, the Company may, under certain circumstances, omit in respect of
such series of Debt Securities to comply with the covenants or conditions
set forth under "Limitations on Liens" and "Limitation on Sale and
Leaseback Transactions". (Section 1009)

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<PAGE> 9

CERTAIN DEFINITIONS

Certain terms defined in Section 101 of the Indenture are summarized below.

"Attributable Debt" means, as to any particular lease under which any
person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent (discounted from the respective due
dates thereof at the weighted average interest rate of Debt Securities of all
series (including the effective interest rate of any Original Issue Discount
Securities) which are Outstanding on the effective date of such transaction and
which have the benefit of "Limitation on Sale and Leaseback Transactions" above)
required to be paid by such person under such lease during the remaining term
thereof. The net amount of rent required to be paid under any such lease for any
such period shall be the total amount of the fixed rent payable by the lessee
with respect to such period, but shall exclude amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges and any amount based upon or constituting a participation in
the revenues or earnings of any property. In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall
also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.

"Consolidated Net Tangible Assets" means, with respect to the Company, the
total amount of its assets (less applicable reserves and other properly
deductible items) after deducting therefrom (a) all current liabilities
(excluding the amount of liabilities which are by their terms extendable or
renewable at the option of the obligor to a date more than 12 months after the
date as of which the amount is being determined) and (b) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other like
intangibles.

"Debt" means (i) all obligations represented by notes, bonds, debentures or
similar evidences of indebtedness; (ii) all indebtedness for borrowed money or
for the deferred purchase price of property or services other than, in the case
of such deferred purchase price, on normal trade terms; and (iii) all rental
obligations as lessee under leases which shall have been or should be, in
accordance with generally accepted accounting principles, recorded as capital
leases.

"Funded Debt" means Debt of the Company or a Subsidiary owning Restricted
Property maturing by its terms at, or extendable at the option of the obligor
to, a date more than 12 months from the date of determination.

"Lien" means any mortgage, lien, pledge, security interest or other
encumbrance (but not including any rights of set off arising by contract,
operation of law or otherwise).

"Restricted Property" means (a) any manufacturing facility, or portion
thereof, owned or leased by the Company or any Subsidiary and located within the
continental United States of America, other than (i) any such manufacturing
facility, or portion thereof, which, in the opinion of the Board of Directors,
is not of material importance to the business of the Company and its
subsidiaries taken as a whole, and (ii) any manufacturing facility, or portion
thereof, if its net book value is less than 2% of Consolidated Net Tangible
Assets, and (b) any shares of capital stock or indebtedness of any Subsidiary
owning any such manufacturing facility. As used in this definition,
"manufacturing facility" means property, plant and equipment used for actual
manufacturing and for activities directly related to manufacturing, and it
excludes sales offices, research facilities and facilities used only for
warehousing, distribution or general administration or any combination thereof.

"Sale and Leaseback Transaction" means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person other than (a) temporary leases for a term, including renewals at
the option of the lease, of not more than three years, (b) leases between the
Company and a Subsidiary or between Subsidiaries, (c) leases of Restricted
Property executed by the time of, or within 12 months after the latest of, the
acquisition, the completion of construction or improvement or the commencement
of commercial operation of such Restricted Property, and (d) arrangements
pursuant to any provision of law with an effect similar to that under former
Section 168(f)(8)of the Internal Revenue Code of 1954.

8
<PAGE> 10

"Subsidiary" means any corporation of which at least a majority of the
outstanding Voting Stock is owned, directly or indirectly, by the Company or one
or more Subsidiaries; provided that, for purposes of the Indenture, neither
Immunex Corporation nor Cytec Industries Inc. shall be a Subsidiary; and
provided further that, with respect to any corporation that is not a Subsidiary
on the date of the Indenture, but thereafter the Company or one or more of its
Subsidiaries acquires, directly or indirectly, at least a majority of the
outstanding Voting Stock of such corporation, the Board of Directors may
determine by resolution (which may be rescinded at any time) within 12 months
after such acquisition that such corporation shall not be a Subsidiary for
purposes of the Indenture.

EVENTS OF DEFAULT

As to any series of Debt Securities, an Event of Default is defined in the
Indenture as being any one of the following events and such other events as may
be established in the Debt Securities of such series: (a) failure to pay the
principal of or premium, if any, on any Debt Security of that series at its
Maturity; (b) failure to pay any interest on any Debt Security of that series
when due, continued for 30 days; (c) failure to deposit any sinking fund
payment, when due, in respect of any Debt Security of that series; (d) failure
to observe or perform any other of the covenants or agreements of the Company in
the Indenture, continued for 90 days after notice of such failure from the
Trustee or the holders of at least 25% in principal amount of the Outstanding
Debt Securities of that series; (e) a decree or order by a court of competent
jurisdiction adjudging the Company bankrupt or insolvent, or approving a
petition seeking reorganization of the Company or appointing a receiver,
liquidator or other similar official of the Company and such decree or order
continues in effect for 90 days; and (f) certain other events of bankruptcy,
insolvency or reorganization. (Section 501)

The Indenture provides that (i) if an Event of Default described in clause
(a), (b), (c), (d) or (f) above (if the Event of Default under clause (d) or (f)
above is with respect to less than all series of Debt Securities then
outstanding) occurs and is continuing with respect to any series, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debt Securities of such series then outstanding (each such series acting as a
separate class) may declare the principal amount (or, if the Debt Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of that series) of all Debt
Securities of such series and all accrued interest thereon to be due and payable
immediately; and (ii) if an Event of Default described in clause (d) or (f)
above (if the Event of Default under clause (d) or (f) above is with respect to
all series of Debt Securities then outstanding), or (e) above occurs and is
continuing, either the Trustee or the holders of not less than 25% in aggregate
principal amount of all the Debt Securities then outstanding (treated as one
class) may declare the principal amount (or, if any Debt Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms thereof) of all the Debt Securities then outstanding and
all accrued interest thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults (except for
defaults that remain uncured in the payment of principal of, any premium on, or
any interest on, such Debt Securities and in compliance with covenants) may be
waived by the holders of not less than a majority in aggregate principal amount
of the Debt Securities of such series then outstanding. (Sections 502 and 513)

The Indenture provides that, subject to the provisions of the Trust
Indenture Act of 1939, as amended, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture if the Trustee has
reasonable grounds for believing that adequate indemnity is not reasonably
assured to it. Subject to such provisions for indemnification of the Trustee,
the holders of a majority in principal amount of the Outstanding Debt Securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under the Indenture, with respect
to the Debt Securities of that series.

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

9
<PAGE> 11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

The Indenture provides that the Company may consolidate with, sell or
convey all or substantially all of its assets to, or merge into, any other
corporation, provided that, in any such case, (i) the successor corporation
shall be organized and existing under the laws of the United States of America
or a State thereof or the District of Columbia and shall expressly assume the
due and punctual payment of the principal of (and premium, if any) and interest
and sinking fund payments on all the Debt Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed by the Company by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) such successor corporation shall not, immediately
after such merger or consolidation, or such sale or conveyance, be in default in
the performance of any such covenant or condition. (Section 801) In case of any
such consolidation, merger, conveyance or transfer, such successor will succeed
to and be substituted for the Company as obligor on the Debt Securities, with
the same effect as if it had been named in the Indenture as the Company.
(Section 802)

MODIFICATION OF THE INDENTURE

With certain exceptions, the Indenture or the rights of the holders of the
Debt Securities may be modified by the Company and the Trustee with the consent
of the holders of not less than 66 2/3% in aggregate principal amount of the
Debt Securities of each series affected by such modification then Outstanding,
but no such modification may be made without the consent of the holder of each
Outstanding Debt Security affected thereby which would (a) change the maturity
of any payment of principal of or any premium or any installment of interest on
any Debt Security, or reduce the principal amount thereof or the interest or any
premium thereon, or change the method of computing the amount of principal
thereof or interest thereon on any date or change any place of payment where, or
the currency (or units based on or related to currencies) in which, any Debt
Security or any premium or interest thereon is payable, or change the currency
(or units based on or related to currencies) in which any Debt Security is
denominated, or impair the right to institute suit for the enforcement of any
such payment on or after the maturity thereof (or, in the case of redemption or
repayment, on or after the redemption date or the repayment date, as the case
may be); (b) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series, the consent of whose holders is required for any such
modification, or the consent of whose holders is required for any waiver of
compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences provided for in the Indenture; or (c) modify
any of the provisions of certain sections of the Indenture, including the
provisions summarized in this paragraph, except to increase any such percentage
or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding Debt Security
affected thereby. (Section 902)

DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS AND CERTAIN EVENTS OF
DEFAULT

Unless otherwise indicated in the Prospectus Supplement, the Company, at
its option, (a) will be discharged from its obligations with respect to any
series of Debt Securities or (b) will cease to be under any obligation to comply
with certain restrictive covenants of the Indenture (as described under
"Limitations on Liens", "Limitation on Sale and Leaseback Transactions" and
"Exempted Transactions" and any other limitations applicable to the Debt
Securities that are determined pursuant to the Indenture to be subject to the
provision described in this paragraph), and certain Events of Default will cease
to be applicable, with respect to any series of Debt Securities, upon the
deposit with the Trustee, in trust, of money or the equivalent in non-callable
securities, or securities callable at the option of the holder thereof, of the
government which issued the currency in which the Debt Securities are
denominated or government agencies backed by the full faith and credit of such
government, or a combination thereof, which through the payment of interest
thereon and principal thereof in accordance with their terms, without
reinvestment thereof, will provide money in an amount sufficient to pay all the
principal (including mandatory sinking fund payments) and any premium of,
interest on and any repurchase obligations with respect to such series of
Outstanding Debt Securities and Coupons, if any, of such series on the dates
such payments are due in accordance with the terms of the Debt Securities. To
exercise any such option, no Event of Default or event which with notice or
lapse of time would

10
<PAGE> 12

become an Event of Default with respect to the Debt Securities of such series
shall have occurred and be continuing. The Company is required to deliver to the
Trustee an Opinion of Counsel to the effect that the deposit and related
defeasance would not cause the holders of the Debt Securities to recognize
income, gain or loss for federal income tax purposes and, in the case of the
Debt Securities being discharged, accompanied by a ruling to such effect from
the United States Internal Revenue Service. (Section 403)

THE TRUSTEE

The Chase Manhattan Bank (National Association) is the Trustee under the
Indenture. The Company maintains banking and other commercial relationships with
The Chase Manhattan Bank (National Association) and its affiliates in the
ordinary course of business.

PLAN OF DISTRIBUTION

The Company may offer and sell the Debt Securities being offered hereby to
or through agents, underwriters and dealers and to other purchasers directly or
through agents.

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

Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter, as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), 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 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. Agents may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and may be customers of, extend credit to,
engage in transactions with or perform services for the Company in the ordinary
course of business.

If any underwriters are utilized in the sale of Debt Securities in respect
of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales of the Debt Securities in respect of which this Prospectus is delivered
to the public. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, extend
credit to, engage in transactions with or perform services for the Company in
the ordinary course of business.

If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may be
customers of, extend credit to, engage in transactions with or perform services
for the Company in the ordinary course of business.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain purchasers to
purchase Debt Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. Such contracts will
be subject to only those conditions set forth in the Prospectus Supplement, and
the Prospectus Supplement will set forth the commission payable for solicitation
of such offers.

LEGAL OPINION

The legality of the Debt Securities to be issued is being passed upon for
the Company by Joseph S. McAuliffe, Esq., Vice President and General Counsel of
the Company and for the underwriters or agents by Shearman & Sterling. Mr.
McAuliffe owns 125 shares of Common Stock, has options to purchase 19,345
additional shares of Common Stock, has rights to receive 604 shares of Common
Stock upon retirement and

11
<PAGE> 13

has 1,626 shares of Common Stock allocated to his account under the Company's
Savings Plan. Shearman & Sterling, from time to time, represents the Company in
certain matters.

EXPERTS

The consolidated financial statements and schedules of the Company and its
subsidiaries as of December 31, 1993 and 1992, and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference herein have
been incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The reports of KPMG Peat Marwick covering the December 31, 1993
financial statements and schedules refer to the adoption of the provisions of
Statements of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", and No. 109, "Accounting for
Income Taxes", effective January 1, 1993.

12
<PAGE> 14

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated fees and expenses in connection with the issuance and
distribution of the Debt Securities registered hereunder are as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $206,898
Trustee's fees and expenses....................................... 8,200*
"Blue Sky" fees and expenses...................................... 17,500*
Printing and engraving fees and expenses.......................... 15,000*
Legal fees and expenses........................................... 5,000*
Accounting fees and expenses...................................... 25,000*
Rating Agency fees................................................ 135,000*
Miscellaneous..................................................... 5,000*
--------
Total................................................... $417,598*
--------
--------
</TABLE>

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

* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article IV of the By-laws of the Company currently provides that, except as
limited by the following two sentences, the Company shall indemnify any natural
person who is made a party or threatened to be made a party to any action or
proceeding by reason of his serving as a director, officer or employee of the
Company (or serving at the request of the Company as a director, officer,
trustee, employee, partner, fiduciary or agent of another entity or employee
benefit plan) against expenses reasonably incurred by him in connection with
such action or proceeding. No indemnification is provided to any person with
respect to any matter as to which he has been finally adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Company or, with respect to any criminal action, had reasonable
cause to believe that his conduct was unlawful. Furthermore, no indemnification
is provided to any natural person with respect to (i) any action or proceeding
(other than a successful action for indemnification) initiated by such person,
unless such action or proceeding was authorized by the Board of Directors of the
Company or (ii) any action or proceeding brought by (but not in the right of)
the Company or a subsidiary against such person, unless indemnification is
authorized in the particular case by the Board of Directors of the Company.
Expenses incurred in defending an action or proceeding may be advanced as
authorized by the Board of Directors of the Company upon receipt of an
undertaking from the indemnified person. The indemnification provisions of
Article IV of the By-laws of the Company are not exclusive.

Section 719 of the Maine Business Corporation Act (the "MBCA") provides
that a corporation has the power to, or if provided in the by-laws shall,
indemnify any person made or threatened to be made a party to a proceeding by
reason of his serving as a director, officer, employee or agent of the
corporation (or serving at the request of the corporation as a director,
officer, trustee, partner, fiduciary, employee or agent of another entity)
provided that no indemnification shall be made to any person finally adjudicated
to not have acted honestly or in the reasonable belief that his action was in
(or not opposed to) the best interests of the corporation, or in the case of a
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful. In certain cases, expenses incurred in defending any proceeding may be
advanced by the corporation upon receipt of an undertaking by the indemnified
person. Unless required by a corporation's by-laws, such indemnification shall
be made only as authorized by the Board of Directors in the particular case. The
MBCA provides that notwithstanding the foregoing, a corporation may not
indemnify any person with respect to an action or proceeding asserted in the
right of the corporation as to which such person is finally adjudicated to be
liable, unless the court in which such action or proceeding was brought
determines that such person is fairly

II-1
<PAGE> 15

and reasonably entitled to indemnification. In the case where any person has
been successful in defending any action or proceeding described above, the
corporation shall provide indemnification to such person.

Section 719 of the MBCA provides that a corporation has the power to
purchase insurance on behalf of directors, officers and agents of the
corporation, whether or not the corporation would have the power to indemnify
such person.

Section 716 of the MBCA provides that a director shall not be held
personally liable for monetary damages for failure to discharge his duties as
such unless he is found not to have acted honestly or in the reasonable belief
that the action was in, or not opposed to, the best interests of the corporation
and its shareholders.

The Company carries directors' and officers' liability insurance that
covers liabilities and expenses of the Company's directors and officers.

ITEM 16. EXHIBITS

<TABLE>
<S> <C>
1.1 Form of Purchase Agreement
4.1 Form of Indenture between American Cyanamid Company and The Chase Manhattan Bank
(National Association), as trustee
5.1 Opinion of Joseph S. McAuliffe, Esq., as to the legality of the securities being
offered
12.1 Statement of computation of Ratio of Earnings to Fixed Charges
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Joseph S. McAuliffe, Esq. (included in Exhibit 5.1 hereto)
24.1 Powers of Attorney
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association)
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

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

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

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

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

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered

II-2
<PAGE> 16

therein, and the offering of such securities at that time shall be deemed
to be in the initial bona fide offering thereof.

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

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

II-3
<PAGE> 17

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN WAYNE, NEW JERSEY, ON THE 31ST DAY OF MARCH, 1994.

AMERICAN CYANAMID COMPANY
(Registrant)

By: A. J. COSTELLO
-----------------------------------
A. J. COSTELLO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 31ST DAY OF MARCH, 1994.

By: A. J. COSTELLO
-----------------------------------
A. J. COSTELLO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER AND
DIRECTOR)

By: T. D. MARTIN
-----------------------------------
T. D. MARTIN
VICE PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
F. V. ATLEE* Director March 31, 1994
-----------------------------------
F. V. ATLEE

D. M. CULVER* Director March 31, 1994
-----------------------------------
D. M. CULVER

A. R. DRAGONE* Director March 31, 1994
-----------------------------------
A. R. DRAGONE

R. HALSTEAD* Director March 31, 1994
-----------------------------------
R. HALSTEAD

A. J. LEVINE* Director March 31, 1994
-----------------------------------
A. J. LEVINE

P. W. MACAVOY* Director March 31, 1994
-----------------------------------
P. W. MACAVOY

V. T. Marchesi* Director March 31, 1994
-----------------------------------
V. T. MARCHESI
</TABLE>

II-4
<PAGE> 18

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

R. T. RITTER* Controller, March 31, 1994
------------------------------- (Principal Accounting Officer)
R. T. RITTER

G. J. SELLA, JR.* Director March 31, 1994
-------------------------------
G. J. SELLA, JR.

M. TANENBAUM* Director March 31, 1994
-------------------------------
M. TANENBAUM

A. WEXLER* Director March 31, 1994
-------------------------------
A. WEXLER

*By: T. D. MARTIN
-------------------------------
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE> 19

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description Sequentially Numbered
- ----------- ----------- ---------------------
Page
----
<S> <C>
1.1 Form of Purchase Agreement

4.1 Form of Indenture between American
Cyanamid Company and The Chase
Manhattan Bank (National
Association) as trustee

5.1 Opinion of Joseph S. McAuliffe, Esq.,
as to the legality of the securities
being offered

12.1 Statement of computation of Ratio of
Earnings to Fixed Charges

23.1 Consent of KPMG Peat Marwick

23.2 Consent of Joseph S. McAuliffe, Esq.,
(included in Exhibit 5.1 hereto)

24.1 Powers of Attorney

25.1 Form T-1 Statement of Eligibility
of Trustee under the Trust Indenture
Act of 1939 of The Chase Manhattan
Bank (National Association)
</TABLE>

<PAGE> 1

Exhibit 1.1

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

AMERICAN CYANAMID COMPANY
(a Maine corporation)

Debt Securities

PURCHASE AGREEMENT

Dated: -------------------, 1994

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

AMERICAN CYANAMID COMPANY
(a Maine corporation)

Debt Securities

PURCHASE AGREEMENT

-------------------, 1994

To the [Underwriter[s] named in Schedule I]
[Representative[s] named in Schedule I
of the Underwriters named in
Schedule I]

Ladies and Gentlemen:

American Cyanamid Company, a Maine corporation (the
"Company"), proposes to issue and sell to the underwriter or underwriters named
in Schedule I certain of its debt securities specified in Schedule II (the
"Offered Securities") on the terms and conditions stated herein and in Schedule
II. The Offered Securities will be issued pursuant to an indenture dated as of
- --------------, 1994 (the "Indenture") between the Company and The Chase
Manhattan Bank (National Association), trustee (the "Trustee"). As used
herein, unless the context otherwise requires, the term "Underwriters" shall
mean the firm or firms named as Underwriter or Underwriters in Schedule I and
the term "you" shall mean the Underwriter or Underwriters, if no underwriting
syndicate is purchasing the Offered Securities, or the representative or
representatives of the Underwriters, if an underwriting syndicate is purchasing
the Offered Securities, as indicated in Schedule I.

The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(Registration No. 33- ), including a prospectus, relating to certain of its
debt securities (including the Offered Securities) and the offering thereof
from time to time in accordance with Rule 415 under the Securities Act of 1933,
as amended (the "1933 Act"). Such registration statement has been declared
effective
<PAGE> 3
2

by the Commission. As provided in Section 3(a), a prospectus supplement
reflecting the terms of the Offered Securities, the terms of the offering
thereof and the other matters set forth therein has been prepared and will be
filed pursuant to Rule 424 under the 1933 Act. Such prospectus supplement, in
the form first filed after the date hereof pursuant to Rule 424, is herein
referred to as the "Prospectus Supplement". Such registration statement, as
amended at the date hereof, including the exhibits thereto and the documents
incorporated by reference therein, is herein called the "Registration
Statement", and the basic prospectus included therein relating to all offerings
of securities under the Registration Statement, as supplemented by the
Prospectus Supplement, is herein called the "Prospectus", except that, if such
basic prospectus is amended or supplemented on or prior to the date on which
the Prospectus Supplement is first filed pursuant to Rule 424, the term
"Prospectus" shall refer to the basic prospectus as so amended or supplemented
and as supplemented by the Prospectus Supplement, in either case including the
documents filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), that are incorporated by
reference therein.

Section 1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with each Underwriter that:

(i) On the original effective date of the Registration
Statement, on the effective date of the most recent post-effective
amendment thereto, if any, and on the date of the filing by the
Company of any annual report on Form 10-K after the original filing of
the Registration Statement, the Registration Statement complied in all
material respects with the requirements of the 1933 Act and the rules
and regulations of the Commission thereunder (the "1933 Act
Regulations"), the Trust Indenture Act of 1939, as amended (the "1939
Act"), and the rules and regulations of the Commission under the 1939
Act (the "1939 Act Regulations") and did not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; on the date hereof and at the Closing Time (as defined
below), the Prospectus, and any amendments thereof and supplements
thereto, comply and will comply in all material respects with the
requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act
and the 1939 Act Regulations and none of such documents includes or
will include an untrue statement of a material fact or omits or will
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that the Company makes no representations or warranties as to
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter, directly or through you, expressly for use in the
Registration Statement or the Prospectus. At the Closing Time, the
Designated Indenture (as defined below) will comply in all material
respects with the requirements of the 1939 Act and the 1939 Act
Regulations.
<PAGE> 4
3

(ii) The documents incorporated by reference in the
Prospectus, at the time they were filed with the Commission, complied
in all material respects with the requirements of the 1934 Act, and
the rules and regulations of the Commission thereunder (the "1934 Act
Regulations") and, when read together with the other information in
the Prospectus, do not and will not, on the date hereof and at the
Closing Time, include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.

(iii) KPMG Peat Marwick, who have reported upon the audited
financial statements and schedules included or incorporated by
reference in the Registration Statement, are independent public
accountants as required by the 1933 Act and the 1933 Act Regulations.

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

(v) The consolidated financial statements included or
incorporated by reference in the Registration Statement present fairly
in all material respects the consolidated financial position of the
Company and its subsidiaries as of the dates indicated and the
consolidated results of operations and the consolidated cash flows of
the Company and its subsidiaries for the periods specified. Such
financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis
throughout the periods involved, except as otherwise disclosed in the
notes to such financial statements. The financial statement
schedules, if any, included in the Registration Statement present
fairly in all material respects the information required to be stated
therein. The selected financial data included or incorporated by
reference in the Prospectus present fairly in all material respects
the information shown therein and have been compiled on a basis
consistent with that of the audited consolidated financial statements
included or incorporated by reference in the Registration Statement.

(vi) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maine
with corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to transact business as
a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be
in good standing would not have a material adverse effect on the
Company and its subsidiaries, considered as one enterprise.
<PAGE> 5
4

(vii) Each of the Company's significant subsidiaries as
defined in Regulation S-X under the 1933 Act Regulations (individually
a "Subsidiary" and collectively, the "Subsidiaries") is a corporation
duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with corporate power and
authority under such laws to own, lease and operate its properties and
conduct its business as described in the Prospectus; and each
Subsidiary is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in
which it owns or leases property of a nature, or transacts business of
a type, that would make such qualification necessary, except to the
extent that the failure to so qualify or be in good standing would not
have a material adverse effect on the Company and its subsidiaries,
considered as one enterprise. Except as otherwise disclosed in the
Registration Statement, all of the outstanding shares of capital stock
of each Subsidiary have been duly authorized and validly issued and
are fully paid and non-assessable and are owned by the Company,
directly or through one or more Subsidiaries, free and clear of any
pledge, lien, security interest, charge, claim, equity or encumbrance
of any kind except for restrictions on the transfer of shares of
Subsidiaries pursuant to certain financing agreements disclosed to the
Underwriter.

(viii) The Indenture, each supplement thereto, if any, as of
the date hereof and the supplement thereto or board resolution setting
forth the terms of the Offered Securities (the Indenture, as so
supplemented by such supplement or supplements and board resolution,
being herein referred to as the "Designated Indenture"), have been
duly authorized by the Company. The Indenture as executed is or will
be substantially in the form filed as an exhibit to the Registration
Statement. The Designated Indenture, when duly executed and delivered
(to the extent required by the Indenture) by the Company and the
Trustee, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at
law); and the Designated Indenture conforms to the description thereof
in the Prospectus.

(ix) The Offered Securities have been duly authorized by
the Company. When executed, authenticated, issued and delivered in
the manner provided for in the Designated Indenture and sold and paid
for as provided herein and in any Delayed Delivery Contracts (as
defined below), the Offered Securities will constitute valid and
binding obligations of the Company entitled to the benefits of the
Designated Indenture and enforceable against the Company in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without
<PAGE> 6
5

limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law); and
the Offered Securities conform to the description thereof in the
Prospectus.

(x) In the event that any of the Offered Securities are
purchased pursuant to Delayed Delivery Contracts, each of such Delayed
Delivery Contracts has been duly authorized by the Company and, when
executed and delivered on behalf of the Company and duly authorized,
executed and delivered on behalf of the purchaser thereunder, will
constitute a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at
law).

(xi) All of the outstanding shares of the Company's Common
Stock par value $5.00 per share (the "Common Stock") have been duly
authorized and validly issued and are fully paid and non-assessable.

(xii) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, there has not been
(A) any material adverse change in the financial condition, results of
operations or business affairs of the Company and its subsidiaries,
considered as one enterprise, or any development which the Company has
reasonable cause to believe will involve a prospective material
adverse change in the financial condition, results of operations or
business affairs of the Company and its subsidiaries, considered as
one enterprise, in each case, whether or not arising in the ordinary
course of business, or (B) any transaction entered into by the Company
or any subsidiary, other than in the ordinary course of business, that
is material to the Company and its subsidiaries, considered as one
enterprise.

(xiii) Neither the Company nor any Subsidiary is in default
in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which
it is a party or by which it may be bound or to which any of its
properties may be subject, except for such defaults that would not
have a material adverse effect on the financial condition, results of
operations or business affairs of the Company and its subsidiaries,
considered as one enterprise. The execution and delivery by the
Company of this Agreement, the Designated
<PAGE> 7
6

Indenture and any Delayed Delivery Contracts, the issuance and
delivery of the Offered Securities, the consummation by the Company of
the transactions contemplated herein and in the Registration Statement
and compliance by the Company with the terms of this Agreement, the
Designated Indenture and any Delayed Delivery Contracts, have been
duly authorized by all necessary corporate action on the part of the
Company and do not and will not result in any violation of the charter
or by-laws of the Company or any Subsidiary, and do not and will not
conflict with, or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any Subsidiary under (A) any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which the Company or any Subsidiary is a party or by
which it may be bound or to which any of its properties may be subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse effect on the
financial condition, results of operations or business affairs of the
Company and its subsidiaries, considered as one enterprise) or (B) any
existing applicable law, rule, regulation, judgment, order or decree
of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any Subsidiary or any
of their respective properties.

(xiv) No authorization, approval, consent or license of any
government, governmental instrumentality or court, domestic or foreign
(other than under the 1933 Act, the 1939 Act and the securities or
blue sky laws of the various states), is required for the valid
authorization, issuance, sale and delivery of the Offered Securities
or for the execution, delivery or performance of the Designated
Indenture by the Company.

(xv) Except as disclosed in the Prospectus, there is no
action, suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company
or any Subsidiary that is required to be disclosed in the Prospectus
or that would in the reasonable expectation of the Company result
in any material adverse change in the financial condition, results of
operations or business affairs of the Company and its subsidiaries,
considered as one enterprise, or that would in the reasonable
expectation of the Company materially and adversely affect the
properties or assets of the Company and its subsidiaries, considered
as one enterprise, or that could adversely affect the consummation of
the transactions contemplated in this Agreement; the aggregate of all
pending legal or governmental proceedings that are not described in
the Prospectus to which the Company or any Subsidiary is a party or
which affect any of their respective properties, including ordinary
routine litigation incidental to the business of the Company or any
Subsidiary, would not in the reasonable expectation of the Company
have a material
<PAGE> 8
7

adverse effect on the financial condition, results of operations or
business affairs of the Company and its subsidiaries, considered as
one enterprise.

(xvi) There are no contracts or documents of a character
required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
that are not described and/or filed as required.

(xvii) The Company and the Subsidiaries each has good and
marketable title to all properties and assets described in the
Prospectus as owned by it, free and clear of all liens, charges,
encumbrances or restrictions, except such as (A) are described in the
Prospectus or (B) are neither material in amount nor materially
significant in relation to the business of the Company and its
subsidiaries, considered as one enterprise; all of the leases and
subleases material to the business of the Company and its
subsidiaries, considered as one enterprise, and under which the
Company or any Subsidiary holds properties described in the
Prospectus, are in full force and effect, and neither the Company nor
any Subsidiary has any notice of any material claim of any sort that
has been asserted by anyone adverse to the rights of the Company or
any Subsidiary under any of the leases or subleases mentioned above,
or affecting or questioning the rights of such corporation to the
continued possession of the leased or subleased premises under any
such lease or sublease.

(xviii) Except as otherwise disclosed in the Prospectus, the
Company and the Subsidiaries each possesses or has obtained all
material governmental licenses, permits, certificates, consents,
orders, approvals and other authorizations necessary to own or lease,
as the case may be, and to operate its properties and to carry on its
business as presently conducted, and neither the Company nor any
Subsidiary has received any notice of proceedings relating to
revocation or modification of any such licenses, permits,
certificates, consents, orders, approvals or authorizations.

(xix) Except as disclosed in the Prospectus, with
exceptions not material in the aggregate to the Company and its
subsidiaries considered as a single enterprise, to the knowledge of
the Company, the Company and its Subsidiaries, in the conduct of their
respective businesses are not infringing any patents or trademarks of
others.

(xx) Except as disclosed in the Registration Statement or
except as would not individually or in the aggregate have a material
adverse effect on the financial condition, results of operations or
business affairs of the Company and its subsidiaries, considered as
one enterprise, (A) the Company and the Subsidiaries are each in
compliance with all applicable Environmental Laws, (B) the Company and
the Subsidiaries have all permits, authorizations and approvals
required under any applicable Environmental Laws and are each in
compliance with their requirements, and (C) there are no pending or
threatened Environmental Claims against the Company or any of the
Subsidiaries.
<PAGE> 9
8

For purposes of this Agreement, the following terms shall
have the following meanings: "Environmental Law" means any federal,
state, local or foreign statute, law, ordinance, rule, regulation,
code, order, judgment, decree or judicial or agency interpretation,
relating to the environment or Hazardous Materials. "Hazardous
Materials" means petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing
materials, radon gas and any other chemicals, materials or substances
designated, classified or regulated as being "hazardous" or "toxic,"
or words of similar import, under any Environmental Law.
"Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations that are known
to the Company or proceedings relating in any way to any Environmental
Law.

(b) Any certificate signed by any officer of the Company
or any Subsidiary and delivered to you or to counsel for the
Underwriters in connection with the offering of the Offered Securities
shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.

Section 2. Purchase and Sale. (a) On the basis of the
representations and warranties herein contained (except as may be otherwise
specified in Schedule II) and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Company, at the
purchase price to the Underwriters set forth in Schedule II, the principal
amount of Offered Securities set forth opposite the name of such Underwriter in
Schedule I.

(b) Payment of the purchase price for, and delivery of,
the Offered Securities shall be made at the date, time and location specified
in Schedule II, or at such other date, time or location as shall be agreed upon
by the Company and you, or as shall otherwise be provided in Section 10 (such
date and time of payment and delivery being herein called the "Closing Time").
Unless otherwise specified in Schedule II, payment shall be made to the Company
by you hereunder by certified or official bank check or checks in New York
Clearing House funds payable to the order of the Company, against delivery to
you for the respective accounts of the several Underwriters of the Offered
Securities. Such Offered Securities shall be in such authorized denominations
and registered in such names as you may request in writing at least two full
business days before the Closing Time. Such Offered Securities, which may be
in temporary form, will be made available in New York City for examination and
packaging by you not later than 10:00 A.M. on the business day prior to the
Closing Time.

(c) If specified in Schedule II, the Underwriters may
solicit offers to purchase Offered Securities from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts") substantially in the
form of Schedule IV with such changes
<PAGE> 10
9

therein as the Company may approve. Any Delayed Delivery Contracts are to be
with institutional investors of the types set forth in the Prospectus. At the
Closing Time, the Company will enter into Delayed Delivery Contracts (for the
minimum principal amount of Offered Securities per Delayed Delivery Contract
specified in Schedule II) with all purchasers proposed by the Underwriters and
previously approved by the Company as provided below, but not for an aggregate
principal amount of Offered Securities less than or greater than the minimum
and maximum aggregate principal amounts specified in Schedule II. The
Underwriters will not have any responsibility for the validity or performance
of Delayed Delivery Contracts.

(d) You are to submit to the Company, at least three
business days prior to the Closing Time, the names of any institutional
investors with which it is proposed that the Company enter into Delayed
Delivery Contracts, the principal amount of Offered Securities to be purchased
by each of them and the date of delivery thereof, and the Company will advise
you, at least two business days prior to the Closing Time, of the names of the
institutions with which the making of Delayed Delivery Contracts is approved by
the Company and the principal amount of Offered Securities to be covered by
each such Delayed Delivery Contract.

(e) As compensation for arranging Delayed Delivery
Contracts, the Company will pay (by certified or official bank check in New
York Clearing House funds) to you at the Closing Time, for the accounts of the
Underwriters, a fee equal to that percentage of the principal amount of Offered
Securities for which Delayed Delivery Contracts are made at the Closing Time as
is specified in Schedule II or the amount of such fee may be deducted from the
check delivered pursuant to Section 2(b).

(f) The principal amount of Offered Securities agreed to
be purchased by each Underwriter shall be reduced by the principal amount of
Offered Securities covered by Delayed Delivery Contracts, as to such
Underwriter as set forth in a notice delivered by you to the Company; provided,
however, that the total principal amount of Offered Securities to be purchased
by all Underwriters shall be the principal amount of Offered Securities covered
by this Agreement, less the principal amount of Offered Securities covered by
all Delayed Delivery Contracts.

Section 3. Certain Covenants of the Company. The Company
covenants with each Underwriter as follows:

(a) If reasonably requested by you in connection with the
offering of the Offered Securities, the Company will prepare a
preliminary prospectus supplement containing such information as you
and the Company deem appropriate, and, immediately following the
execution of this Agreement, the Company will prepare a Prospectus
Supplement that complies with the 1933 Act and the 1933 Act
Regulations
<PAGE> 11
10

and that sets forth the principal amount of the Offered Securities and
their terms not otherwise specified in the Indenture, the name of each
Underwriter participating in the offering and the principal amount of
the Offered Securities that each severally has agreed to purchase, the
name of each Underwriter, if any, acting as representative of the
Underwriters in connection with the offering, the price at which the
Offered Securities are to be purchased by the Underwriters from the
Company, any initial public offering price, any selling concession and
reallowance and any delayed delivery arrangements, and such other
information as you and the Company deem appropriate in connection with
the offering of the Offered Securities. The Company will promptly
transmit copies of the Prospectus Supplement to the Commission for
filing pursuant to Rule 424 under the 1933 Act and will furnish to the
Underwriters as many copies of any preliminary prospectus supplement
and the Prospectus as you shall reasonably request.

(b) If at any time when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Offered
Securities any event shall occur or condition exist as a result of
which it is necessary, in the reasonable opinion of counsel for the
Underwriters or counsel for the Company, to amend the Registration
Statement or amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the reasonable opinion of either such counsel, at any
such time to amend the Registration Statement or amend or supplement
the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(d), such amendment or
supplement as may be necessary to correct such untrue statement or
omission or to make the Registration Statement or the Prospectus
comply with such requirements.

(c) During the period when the Prospectus is required by
the 1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will, subject to Section 3(d), file promptly
all documents required to be filed with the Commission pursuant to
Section 13, 14 or 15(d) of the 1934 Act.

(d) During the period when the Prospectus is required by
the 1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will inform you of its intention to file any
amendment to the Registration Statement, any supplement to the
Prospectus or any document that would as a result thereof be
incorporated by reference in the Prospectus; will furnish you with
copies of any such amendment, supplement or other document a
reasonable time in advance of filing; and will not file any such
amendment, supplement or other document in a form to which
<PAGE> 12
11

you or your counsel shall reasonably object; except that the Company
shall inform you of its intention to file documents pursuant to
Section 14(d) of the 1934 Act and shall furnish you with copies of
such documents immediately upon the filing thereof, and you or your
counsel shall not be entitled to object thereto other than pursuant to
Section 3(b).

(e) During the period when the Prospectus is required by
the 1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will notify you immediately, and confirm the
notice in writing, (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus or any
document that would as a result thereof be incorporated by reference
in the Prospectus, (iii) of the receipt of any comments from the
Commission with respect to the Registration Statement, the Prospectus
or the Prospectus Supplement, (iv) of any request by the Commission
for any amendment to the Registration Statement or any supplement to
the Prospectus or for additional information relating thereto or to
any document incorporated by reference in the Prospectus and (v) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, of the suspension of the
qualification of the Offered Securities for offering or sale in any
jurisdiction, or of the institution or threatening of any proceeding
for any of such purposes. The Company will use every reasonable
effort to prevent the issuance of any such stop order or of any order
suspending such qualification and, if any such order is issued, to
obtain the lifting thereof as soon as possible.

(f) The Company has furnished or will furnish to you as
many signed copies of the Registration Statement (as originally filed)
and of all amendments thereto, whether filed before or after the
Registration Statement became effective, copies of all exhibits and
documents filed therewith or incorporated by reference therein
(through the end of the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Offered
Securities) and signed copies of all consents and certificates of
experts, as you may reasonably request, and has furnished or will
furnish to you, for each of the Underwriters, one conformed copy of
the Registration Statement (as originally filed) and of each amendment
thereto (including documents incorporated by reference into the
Prospectus but without exhibits).

(g) The Company will use every reasonable effort, in
cooperation with the Underwriters, to qualify the Offered Securities
for offering and sale under the applicable securities laws of such
states and other jurisdictions as you may designate and to maintain
such qualifications in effect for a period of not less than one year
from the date hereof; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to
qualify as a foreign corporation or
<PAGE> 13
12

as a dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
The Company will file such statements and reports as may be required
by the laws of each jurisdiction in which the Offered Securities have
been qualified as above provided. The Company will also supply you
with such information as is necessary for the determination of the
legality of the Offered Securities for investment under the laws of
such jurisdictions as you may request.

(h) The Company will make generally available to its
security holders as soon as practicable, but not later than the time
prescribed by the 1934 Act and the 1934 Act Regulations for the filing
of such information, an earnings statement of the Company (in form
complying with the provisions of Rule 158 of the 1933 Act
Regulations), covering (i) a period of 12 months beginning after the
effective date of the Registration Statement and covering a period of
12 months beginning after the effective date of any post-effective
amendment to the Registration Statement but not later than the first
day of the Company's fiscal quarter next following such respective
effective dates and (ii) a period of 12 months beginning after the
date of this Agreement but not later than the first day of the
Company's fiscal quarter next following the date of this Agreement.

(i) For a period of two years after the Closing Time, the
Company will furnish to you and, upon request, to each Underwriter,
copies of all annual reports, quarterly reports and current reports
filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other
similar forms as may be designated by the Commission, and such other
documents, reports and information as shall be furnished by the
Company to its stockholders or security holders generally.

(j) Between the date hereof and the Closing Time or such
other date as may be specified in Schedule II, the Company will not,
without your prior consent, offer or sell, or enter into any agreement
to sell, any debt securities issued or guaranteed by the Company with
a maturity of more than one year in any public offering (other than
the Offered Securities). This limitation is not applicable to the
public offering of tax-exempt securities guaranteed by the Company or
to such other public offering of long-term debt as may be specified in
Schedule II.

(k) The Company has complied and will comply with all the
provisions of Florida H.B. 1771, codified as Section 517.075 of the
Florida statutes, and all regulations promulgated thereunder relating
to issuers doing business in Cuba.

Section 4. Payment of Expenses. The Company will pay and
bear all costs and expenses incident to the performance of its obligations
under this Agreement, including (a) the preparation, printing and filing of the
Registration Statement (including financial
<PAGE> 14
13

statements and exhibits), as originally filed and as amended, any preliminary
prospectus supplements and the Prospectus and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the Underwriters, (b) the
preparation, printing and distribution of this Agreement, the Designated
Indenture, the Offered Securities, any Delayed Delivery Contracts, the Blue Sky
Survey and the Legal Investment Survey, (c) the delivery of the Offered
Securities to the Underwriters, (d) the fees and disbursements of the Company's
counsel and accountants, (e) the qualification of the Offered Securities under
the applicable securities laws in accordance with Section 3(g) and any filing
for review of the offering with the National Association of Securities Dealers,
Inc., including filing fees and fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the Blue Sky Survey
and the Legal Investment Survey, (f) any fees charged by rating agencies for
rating the Offered Securities and (g) the fees and expenses of the Trustee,
including the fees and disbursements of counsel for the Trustee, in connection
with the Designated Indenture and the Offered Securities.

If this Agreement is terminated by you in accordance with the
provisions of Section 5 or 9(a)(i), the Company shall reimburse the
Underwriters for all their out-of-pocket expenses, including the fees and
disbursements of counsel for the Underwriters.

Section 5. Conditions of Underwriters' Obligations. Except
as otherwise provided in Schedule II, the obligations of the Underwriters to
purchase and pay for the Offered Securities pursuant to this Agreement are
subject to the accuracy of the representations and warranties of the Company
contained herein or in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder, and to the following further conditions:

(a) At the Closing Time, no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the 1933 Act and no proceedings for that purpose shall have been
instituted or shall be pending or, to your knowledge or the knowledge
of the Company, shall be contemplated by the Commission, and any
request on the part of the Commission for additional information shall
have been complied with to the reasonable satisfaction of counsel for
the Underwriters.

(b) At the Closing Time, you shall have received a signed
opinion of Joseph S. McAuliffe, general counsel of the Company, dated
as of the Closing Time, together with signed or reproduced copies of
such opinion for each of the other Underwriters, in form and substance
reasonably satisfactory to counsel for the Underwriters, substantially
to the effect that:

(i) The Company is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Maine with
<PAGE> 15
14

corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described
in the Prospectus.

(ii) The Company is duly qualified to transact
business as a foreign corporation and is in good standing in
each other jurisdiction in which it owns or leases property of
a nature, or transacts business of a type, that would make
such qualification necessary, except to the extent that the
failure to so qualify or be in good standing would not have a
material adverse effect on the Company and its subsidiaries,
considered as one enterprise.

(iii) Each Subsidiary, if any, is a corporation
duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation with
corporate power and authority under such laws to own, lease
and operate its properties and conduct its business as
described in the Prospectus.

(iv) Each Subsidiary, if any, is duly qualified to
transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases
property of a nature, or transacts business of a type, that
would make such qualification necessary, except to the extent
that the failure to so qualify or be in good standing would
not have a material adverse effect on the Company and its
subsidiaries, considered as one enterprise.

(v) All of the outstanding shares of Common Stock
have been duly authorized and validly issued and are fully
paid and non-assessable.

(vi) All of the outstanding shares of capital
stock of each Subsidiary, if any, have been duly authorized
and validly issued and are fully paid and non-assessable;
except as disclosed in the Prospectus all of such shares are
owned by the Company, directly or through one or more
Subsidiaries, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind,
except for restrictions on the transfer of shares of
Subsidiaries pursuant to certain financing agreements
disclosed to the Underwriters.

(vii) The Designated Indenture has been duly
authorized, executed and delivered by the Company and,
assuming the due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors'
<PAGE> 16
15

rights generally and except as enforcement thereof is subject
to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at
law).

(viii) The Offered Securities have been duly
authorized by the Company and, assuming that the Offered
Securities have been duly authenticated by the Trustee in the
manner described in its certificate delivered to you today
(which fact such counsel need not determine by an inspection
of the Offered Securities), the Offered Securities have been
duly executed, issued and delivered by the Company and
constitute or, in the case of Offered Securities, if any, to
be delivered pursuant to Delayed Delivery Contracts, when duly
executed and authenticated as provided in the Designated
Indenture and issued, delivered and paid for in accordance
with such Delayed Delivery Contracts, will constitute, valid
and binding obligations of the Company entitled to the
benefits of the Designated Indenture and enforceable against
the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles
of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

(ix) In the event that any of the Offered
Securities are to be purchased pursuant to Delayed Delivery
Contracts, each Delayed Delivery Contract that has been
executed by the Company has been duly authorized, executed and
delivered by the Company and, assuming the due authorization,
execution and delivery by the purchaser thereunder, is a valid
and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles
of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

(x) The Designated Indenture has been duly
qualified under the 1939 Act.

(xi) The Offered Securities and the Designated
Indenture conform in all material respects as to legal matters
to the descriptions thereof in the Prospectus.
<PAGE> 17
16

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

(xiii) No authorization, approval, consent or
license of any government, governmental instrumentality or
court, domestic or foreign (other than under the 1933 Act, the
1939 Act and the securities or blue sky laws of the various
states), is required for the valid authorization, issuance,
sale and delivery of the Offered Securities.

(xiv) Such counsel does not know of any statutes or
regulations, or any pending or threatened legal or
governmental proceedings, required to be described in the
Prospectus that are not described as required, nor of any
contracts or documents of a character required to be described
or referred to in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration
Statement that are not described, referred to or filed as
required.

(xv) The descriptions in the Prospectus of the
statutes, regulations, legal or governmental proceedings,
contracts and other documents therein described fairly
summarize the information required to be shown with respect
thereto.

(xvi) To the knowledge of such counsel, no material
default exists in the performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, indenture, loan agreement, note, lease or other
agreement or instrument that is described or referred to in
the Registration Statement or the Prospectus or filed as an
exhibit to the Registration Statement.

(xvii) Except as disclosed in the Prospectus, with
exceptions not material in the aggregate to the Company and
its subsidiaries considered as a single enterprise, to the
knowledge of such counsel, the Company and its Subsidiaries,
in the conduct of their respective businesses are not
infringing any patents or trademarks of others.

(xviii) The execution and delivery by the Company of
this Agreement, the Designated Indenture and any Delayed
Delivery Contracts, the issuance and delivery of the Offered
Securities, the consummation by the Company of the
transactions contemplated herein and in the Registration
Statement and compliance by the Company with the terms of this
Agreement and the Designated Indenture do not and will not
result in any violation of the charter or by-laws of the
Company or any Subsidiary, and do not and will not conflict
with, or result in a breach of any of the terms or provisions
of, or constitute a
<PAGE> 18
17

default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company or any Subsidiary under (A) any contract, indenture,
mortgage, loan agreement, note, lease or any other agreement
or instrument known to such counsel, to which the Company or
any Subsidiary is a party or by which it may be bound or to
which any of its properties may be subject (except for such
conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse effect on
the financial condition, results of operations or business
affairs of the Company and its subsidiaries, considered as one
enterprise), (B) any existing applicable law, rule or
regulation (other than the securities or blue sky laws of the
various states, as to which such counsel need express no
opinion), or (C) any judgment, order or decree of any
government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any
Subsidiary or any of their respective properties.

(xix) The Registration Statement became effective
under the 1933 Act on the date of this Agreement and, to the
best of the knowledge of such counsel, (i) the Registration
Statement is still effective, (ii) no stop order suspending
the effectiveness of the Registration Statement has been
issued and (iii) no proceedings for that purpose have been
instituted or are pending or are threatened under the 1933
Act.

(xx) The Registration Statement and the
Prospectus, excluding the documents incorporated by reference
therein, and each amendment or supplement thereto (except for
the financial statements and other financial data included
therein or omitted therefrom, as to which such counsel need
express no opinion), as of their respective effective or issue
dates, appear on their face to have been appropriately
responsive in all material respects to the requirements of the
1933 Act and the 1933 Act Regulations, and the Designated
Indenture and the Statement of Eligibility of the Trustee on
Form T-1 filed with the Commission as part of the Registration
Statement appear on their face to has been appropriately
responsive in all material respects to the requirements of the
1939 Act and the 1939 Act Regulations.

(xxi) The documents incorporated by reference in the
Prospectus (except for the financial statements and other
financial data included therein or omitted therefrom, as to
which such counsel need express no opinion), as of the dates
they were filed with the Commission, appear on their face to
have been appropriately responsive in all material respects to
the requirements of the 1934 Act and the 1934 Act Regulations.
<PAGE> 19
18

(xxii) Such counsel has participated in the
preparation of the Registration Statement and the Prospectus
and is familiar with or has participated in the preparation of
the documents incorporated by reference therein and no facts
have come to the attention of such counsel to lead him to
believe (A) that the Registration Statement or any amendment
thereto (except for the financial statements and other
financial data included therein or omitted therefrom and the
Statement of Eligibility of the Trustee on Form T-1, as to
which such counsel need express no opinion), on the original
effective date of the Registration Statement, on the effective
date of the most recent post-effective amendment thereto, if
any, on the date of the filing of any annual report on Form
10-K after the filing of the Registration Statement, on the
date of this Agreement, or on the date any such amendment
became effective after the date of this Agreement and on or
prior to the date of such opinion, contained an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, (B) that the Prospectus or
any amendment or supplement thereto (except for the financial
statements and other financial data included therein or
omitted therefrom, as to which such counsel need express no
opinion), at the time the Prospectus Supplement was issued, at
the time any such amended or supplemented Prospectus was
issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading or (C) that the documents
incorporated by reference in the Prospectus (except for the
financial statements and other financial data included therein
or omitted therefrom, as to which such counsel need express no
opinion), as of the dates they were filed with the Commission,
contained an 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.

Such opinion shall be to such further effect with respect to other
legal matters relating to this Agreement and the sale of the Offered
Securities hereunder as counsel for the Underwriters may reasonably
request. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of
the State of New York and the federal law of the United States, upon
opinions of other counsel, who shall be counsel satisfactory to
counsel for the Underwriters, in which case the opinion shall state
that they believe you and they are entitled to so rely or on in house
counsel for the Company. Such counsel may also state that, insofar as
such opinion involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the Company and
certificates of public officials; provided that such certificates will
be delivered to the Underwriters upon their request.
<PAGE> 20
19

(c) At the Closing Time, you shall have received the
favorable opinion of Shearman & Sterling, counsel for the
Underwriters, dated as of the Closing Time, together with signed or
reproduced copies of such opinion for each of the other Underwriters,
to the effect that the opinion delivered pursuant to Section 5(b)
appears on its face to be appropriately responsive to the requirements
of this Agreement except, specifying the same, to the extent waived by
you, and with respect to the incorporation and legal existence of the
Company, the Offered Securities, this Agreement, the Designated
Indenture, the Registration Statement, the Prospectus, the documents
incorporated by reference and such other related matters as you may
require. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of
the State of New York and the federal law of the United States, upon
the opinions of counsel satisfactory to you. Such counsel may also
state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of
officers of the Company and certificates of public officials; provided
that such certificates have been delivered to the Underwriters.

(d) At the Closing Time, (i) the Registration Statement
and the Prospectus, as they may then be amended or supplemented, shall
contain all statements that are required to be stated therein under
the 1933 Act and the 1933 Act Regulations and in all material respects
shall conform to the requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act and the 1939 Act Regulations, and neither
the Registration Statement nor the Prospectus, as they may then be
amended or supplemented, shall contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) there shall not have been, since the respective dates as of which
information is given in the Registration Statement, any material
adverse change or any development which the Company has reasonable
cause to believe will involve prospective material adverse change, in
the financial condition, results of operations or business affairs of
the Company and its subsidiaries, considered as one enterprise,
whether or not arising in the ordinary course of business, (iii) no
action, suit or proceeding shall be pending or, to the knowledge of
the Company, threatened against the Company or any Subsidiary that
would be required to be set forth in the Prospectus other than as set
forth therein and no proceedings shall be pending or, to the knowledge
of the Company, threatened against the Company or any Subsidiary
before or by any government, governmental instrumentality or court,
domestic or foreign, that could result in any material adverse change
in the financial condition, results of operations or business affairs
of the Company and its subsidiaries, considered as one enterprise, or
which the Company has reasonable cause to believe will involve a
prospective material adverse change in the financial condition,
results of operations or business affairs of the Company, in each
case, other than as set forth in the Prospectus, (iv) the Company
shall have complied with all agreements and
<PAGE> 21
20

satisfied all conditions on its part to be performed and satisfied at
or prior to the Closing Time and (v) the other representations and
warranties of the Company set forth in Section 1(a) shall be accurate
as though expressly made at and as of the Closing Time. At the
Closing Time, you shall have received a certificate of the President
or a Vice President, and the Treasurer or Controller, of the Company,
dated as of the Closing Time, to such effect.

(e) You shall have received the letter or letters
specified in Sections 1 and 2 of Schedule III at the date hereof
(which letters may be combined into one letter) and the letter
specified in Section 3 of Schedule III at the Closing Time.

(f) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Time, there shall not have been any
downgrading, nor any notice given of any intended or potential
downgrading or of a possible change that does not indicate the
direction of the possible change, in the rating accorded any of the
Company's securities, including the Offered Securities, by any
"nationally recognized statistical rating organization," as such term
is defined for purposes of Rule 436(g)(2) under the 1933 Act.

(g) At the Closing Time, counsel for the Underwriters
shall have been furnished with all such documents, certificates and
opinions as they may reasonably request for the purpose of enabling
them to pass upon the issuance and sale of the Offered Securities as
herein contemplated and the matters referred to in Section 5(c) and in
order to evidence the accuracy and completeness of any of the
representations, warranties or statements of the Company, the
performance of any of the covenants of the Company, or the fulfillment
of any of the conditions herein contained; and all proceedings taken
by the Company at or prior to the Closing Time in connection with the
authorization, issuance and sale of the Offered Securities as herein
contemplated shall be satisfactory in form and substance to the
Underwriters and to counsel for the Underwriters.

If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement, this Agreement may
be terminated by you on notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party to
any other party, except as provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.

Section 6. 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 1933 Act as
follows:
<PAGE> 22
21

(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of an untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including all
documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of an untrue statement or alleged untrue statement of a
material fact included in any preliminary prospectus supplement or the
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;

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

(iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel chosen by you
subject to Section 6(c) hereof), reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus supplement or the Prospectus
(or any amendment or supplement thereto).

Insofar as this indemnity agreement may permit indemnification
for liabilities under the 1933 Act of any person who is a partner of an
Underwriter or who controls an Underwriter within the meaning of Section 15 of
the 1933 Act and who, at the date of this Agreement, is a director or officer
of the Company or controls the Company within the meaning of Section 15 of the
1933 Act, such indemnity agreement is subject to the undertaking of the Company
in the Registration Statement under Item 17 thereof.
<PAGE> 23
22

(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity agreement in
Section 6(a), as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus supplement
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus supplement or the Prospectus
(or any amendment or supplement thereto).

(c) Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.

Section 7. Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity provided for
in Section 6 is for any reason held to be unavailable or unenforceable by the
indemnified parties although applicable in accordance with its terms, the
Company and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity incurred by the Company and one or more of the Underwriters, as
incurred, in such proportions as is appropriate to reflect the relative
benefits received by the Underwriters (that portion represented by the
percentage that the underwriting discount hereunder with respect to the
offering of the Offered Securities bears to the initial public offering price
of the Offered Securities) on the one hand, and the Company is responsible for
the balance, on the other hand. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and the Underwriters of the Offered Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault 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 on the one
<PAGE> 24
23

hand or such Underwriters on the other 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 Section 7 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 in this Section 7. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls an Underwriter within the meaning of Section
15 of the 1933 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company.

Section 8. Representations, Warranties and Agreements to
Survive Delivery. The representations, warranties, indemnities, agreements and
other statements of the Company or its officers set forth in or made pursuant
to this Agreement will remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Company, any Underwriter or
any person who controls the Company or any Underwriter within the meaning of
Section 15 of the 1933 Act and will survive delivery of and payment for the
Offered Securities.

Section 9. Termination of Agreement. (a) You may terminate
this Agreement, by notice to the Company, at any time at or prior to the
Closing Time (i) if there has been, since the respective dates as of which
information is given in the Registration Statement, any material adverse change
or any development involving a prospective material adverse change in the
financial condition, results of operations or business affairs of the Company
and its subsidiaries, considered as one enterprise, whether or not arising in
the ordinary course of business, or (ii) if there has occurred any material
adverse change in the financial markets in the United States or any outbreak of
hostilities or escalation thereof or other calamity or crisis the effect of
which on the financial markets of the United States is such as to make it, in
your judgment, impracticable to market the Offered Securities or enforce
contracts for the sale of the Offered Securities or (iii) if trading in any
securities of the Company has been suspended by the Commission or the National
Association of Securities Dealers, Inc., or if trading generally on either the
American Stock Exchange or the New York Stock Exchange or in the
over-the-counter market has been suspended, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have been
required, by such exchange or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority or
(iv) if a banking moratorium has been declared by either federal or New York
authorities.
<PAGE> 25
24

(b) If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party, except to the extent provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.

Section 10. Default. If one or more of the Underwriters
shall fail at the Closing Time to purchase the Offered Securities that it or
they are obligated to purchase (the "Defaulted Offered Securities"), you shall
have the right, within 24 hours thereafter, to make arrangements for one or
more of the non-defaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Offered Securities in such amounts
as may be agreed upon and upon the terms herein set forth; if, however, you
have not completed such arrangements within such 24-hour period, then:

(a) if the aggregate principal amount of Defaulted
Offered Securities does not exceed 10% of the aggregate principal
amount of the Offered Securities to be purchased, the non-defaulting
Underwriters shall be obligated to purchase the full amount thereof in
the proportions that their respective underwriting obligations bear to
the underwriting obligations of all non-defaulting Underwriters, or

(b) if the aggregate principal amount of Defaulted
Offered Securities exceeds 10% of the aggregate principal amount of
the Offered Securities to be purchased, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.

In the event of any such default that does not result in a
termination of this Agreement, either you or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "Underwriter"
includes any person substituted for an Underwriter under this Section 10.

Section 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered, mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed as set forth in Schedule I.
Notices to the Company shall be directed to it at One Cyanamid Plaza, Wayne,
New Jersey 07470 attention: the Secretary.

Section 12. Parties. The agreement herein set forth is made
solely for the benefit of the several Underwriters, the Company and, to the
extent expressed, any person who controls the Company or any of the
Underwriters within the meaning of Section 15 of
<PAGE> 26
25

the 1933 Act, and the directors of the Company, its officers who have signed
the Registration Statement, and their respective executors, administrators,
successors and assigns and, subject to the provisions of Section 10, no other
person shall acquire or have any right under or by virtue of this Agreement.
The term "successors and assigns" shall not include any purchaser, as such
purchaser, from any Underwriter of the Offered Securities. If there are two or
more Underwriters, all of their obligations hereunder are several and not
joint.

Section 13. Governing Law and Time. This Agreement shall be
governed by the laws of the State of New York. Specified times of day refer to
New York City time.

Section 14. Counterparts. This Agreement may be executed in
one or more counterparts and when a counterpart has been executed by each
party, all such counterparts taken together shall constitute one and the same
agreement.

-----------
<PAGE> 27
26

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

<TABLE>
<S> <C>
Very truly yours,

AMERICAN CYANAMID COMPANY

By ----------------------------------
Name:
Title:
</TABLE>

Confirmed and accepted as of
the date first above written:

[Insert signature block(s) for
the Representative or
Representatives, acting on
behalf of the Underwriters, or
for each Underwriter if no
syndicate]
<PAGE> 28

SCHEDULE I
to Purchase
Agreement
Dated ------------------, 1994

AMERICAN CYANAMID COMPANY

[Title of Securities]

[List Underwriter or Underwriters, indicating which, if any, are acting as the
Representative or Representatives of the Underwriters, principal amounts being
purchased, and how and to whom notices to the Underwriter or Underwriters may
be given.]
<PAGE> 29
SCHEDULE II
to
Purchase
Agreement
Dated -----------------, 1994

AMERICAN CYANAMID COMPANY

[Title of Securities]

Principal amount to be issued: $

Current ratings:

Interest rate: , payable:

Date of maturity:

Redemption provisions:

Sinking fund requirements:

Initial public offering price: % of the principal amount plus accrued
interest[, or amortized original issue discount, if any,] from
.

Purchase price: % of the principal amount plus accrued interest[, or
amortized of original issue discount, if any,] from
(payable in next day funds).

Closing date, time and location:

Delayed delivery contracts: [Authorized] [Not authorized]

[Delivery date:

Minimum principal amount per contract:

Minimum aggregate principal amount:

Maximum aggregate principal amount:

Fee: %]
<PAGE> 30
Listing requirement: [None] [NYSE]

Other terms and conditions:
<PAGE> 31

SCHEDULE III
to
Purchase Agreement
Dated ---------------------, 1994

MATTERS TO BE COVERED BY LETTER OR LETTERS OF INDEPENDENT
PUBLIC ACCOUNTANTS

---------------- shall have furnished to you the following
letter or letters (in each case in form and substance reasonably
satisfactory to you):

(1) At the date hereof, a letter dated as of the date of
the Company's most recently filed report on Form 10-K (the "10-K
Letter"), to the effect that:

(a) They are independent accountants with respect
to the Company and its subsidiaries within the meaning of the
1933 Act and the applicable published 1933 Act Regulations.

(b) In their opinion, the audited consolidated
financial statements and the related financial statement
schedules of the Company included or incorporated by reference
in such annual report on Form 10-K comply as to form in all
material respects with the applicable accounting requirements
of the 1933 Act and the published 1933 Act Regulations with
respect to Registration Statements on Form S-3 and the 1934
Act and the published 1934 Act Regulations with respect to
annual reports on Form 10-K.

(c) Such letter shall further state that, in
addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such
other procedures, specified by you, not constituting an audit,
as they have agreed to perform and report on with respect to
certain amounts, percentages, numerical data and other
financial information in the Form 10-K and have compared
certain of such amounts, percentages, numerical data and
financial information with, and have found such items to be in
agreement with or derived from, the detailed accounting
records of the Company and its subsidiaries. [It will be
necessary to obtain appropriate comfort on any pro forma
financials, including those incorporated by reference.]
<PAGE> 32
2

(2) At the date hereof, a letter or letters, if any,
dated as of the date of each of the Company's quarterly reports on
Form 10-Q (each a "10-Q Letter") filed prior to the date hereof and
subsequent to the Company's most recently filed annual report on Form
10-K, each to the effect that:

(a) They reaffirm as of the date of such letter
(and as though made on the date of such letter) all statements
made in the 10-K Letter, and if there are two or more 10-Q
Letters, all statements made in each preceding 10-Q Letter,
except that the inquiries and procedures specified therein
shall have been carried out to a specified date not more than
five days prior to the date of such 10-Q Letter.

(b) On the basis of procedures (but not an
examination in accordance with generally accepted auditing
standards) consisting of:

(i) a reading of minutes of all meetings
of the Company's shareholders, Board of Directors,
-------- and -------- from the date of the latest
audited consolidated financial statements of the
Company and its subsidiaries;

(ii) a reading of the unaudited condensed
consolidated financial statements of the Company and
its subsidiaries included or incorporated by
reference in the quarterly report on Form 10-Q dated
the date of such 10-Q Letter; and

(iii) inquiries of certain officials of
the Company who have responsibility for financial and
accounting matters as to (A) whether the unaudited
condensed consolidated financial statements referred
to in (ii) above comply as to form in all material
respects with the applicable accounting requirements
of the 1934 Act and the published 1934 Act
Regulations with respect to Form 10-Q and (B) whether
such unaudited condensed consolidated financial
statements are in conformity with generally accepted
accounting principles applied on a basis
substantially consistent with that of the audited
consolidated financial statements referred to above;

all such inquiries and procedures being carried out to the
specified date referred to in Section 2(a) of Schedule III,
nothing came to their attention that caused them to believe
that the unaudited condensed consolidated financial statements
included or incorporated by reference in such quarterly report
on Form 10-Q do not comply as to form in all material respects
with the applicable accounting requirements of the 1934 Act
and the published 1934
<PAGE> 33
3

Act Regulations with respect to Form 10-Q, or that such
unaudited condensed consolidated financial statements are not
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of
audited consolidated financial statements referred to above,
except as disclosed in the notes to such unaudited condensed
consolidated financial statements or as otherwise described in
such 10-Q Letter.

(c) Such letter shall further state that, in
addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such
other procedures, specified by you, not constituting an audit,
as they have agreed to perform and report on with respect to
certain amounts, percentages, numerical data and other
financial information in the Form 10-Q and have compared
certain of such amounts, percentages, numerical data and
financial information with, and have found such items to be in
agreement with or derived from, the detailed accounting
records of the Company and its subsidiaries. [It will be
necessary to obtain appropriate comfort on any pro forma
financial, including those incorporated by reference.]

(3) At the Closing Time, a letter dated the Closing Time
(the "Closing Letter"), to the effect that:

(a) They reaffirm as of the date of the Closing
Letter (and as though made on the date of the Closing Letter)
all statements made in the Letter and in each 10-Q Letter, if
any, except that the inquiries and procedures specified
therein shall have been carried out to a specified date not
more than five days prior to the date of the Closing Letter.

(b) On the basis of the inquiries and procedures
referred to in Section 2(b) of Schedule III (but carried out
to the specified date referred to in Section 3(a) of Schedule
III), nothing came to their attention that caused them to
believe that, from the date of the latest balance sheet of the
Company and its subsidiaries included or incorporated by
reference in the Prospectus to such specified date, there was:

(i) any change greater than ---------%
(other than by issuance of shares related to employee
benefit plans or by conversions of convertible
securities) in the common stock of the Company, as
compared with the amount shown in such latest balance
sheet, or any issuance of shares of any other class
of capital stock of the Company;
<PAGE> 34
4

(ii) any decrease in consolidated net
assets of the Company and its subsidiaries, as
compared with the amounts shown in such latest
balance sheet;

(iii) any increase greater than
------------% in the total amount of consolidated
short-term and long-term debt of the Company and its
subsidiaries (excluding -------------), as compared
with the corresponding total amount of such debt
outstanding at the date of such latest balance sheet;
or

(iv) any decrease from the date of such
latest balance sheet to such specified date in
consolidated net sales of the Company and its
subsidiaries or in the total amount or per share
amount (on a primary and fully diluted basis) of
consolidated net income of the Company and its
subsidiaries, as compared with the corresponding
period of the preceding year, except in all instances
for changes or decreases that the Prospectus
discloses have occurred or may occur or that are
described in the Closing Letter.

(c) Such letter shall further state that, in
addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such
other procedures, specified by you, not constituting an audit,
as they have agreed to perform and report on with respect to
certain amounts, percentages, numerical data and other
financial information in the Registration Statement, the
Prospectus and the exhibits to the Registration Statement or
in the documents incorporated by reference in the Prospectus,
and have compared certain of such amounts, percentages,
numerical data and financial information with, and have found
such items to be in agreement with or derived from, the
detailed accounting records of the Company and its
subsidiaries. [It will be necessary to obtain appropriate
comfort on any pro forma financial, including those
incorporated by reference.]
<PAGE> 35
SCHEDULE IV
to
Purchase Agreement
Dated ------------------, 1994

AMERICAN CYANAMID COMPANY

Debt Securities

DELAYED DELIVERY CONTRACT

American Cyanamid Company
One Cyanamid Plaza
Wayne, New Jersey 07470

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from American
Cyanamid Company, a Maine corporation (the "Company"), and the Company agrees
to sell to the undersigned on -----------------------------, 1994 (the
"Delivery Date"),

principal amount of the Company's [Title of Offered Securities] (the "Offered
Securities"), offered by the Company's Prospectus dated
- -----------------------, 1994, as supplemented by its Prospectus Supplement
dated ---------------, 1994, receipt of which is hereby acknowledged, at a
purchase price of -----------% of the principal amount thereof, plus interest
accrued on the amount thereof, principal amount at the rate borne by the
Offered Securities from ---------------, 1994 to the Delivery Date, and on the
further terms and conditions set forth in this contract.

Payment for the Offered Securities shall be made to the
Company or its order by certified or official bank check in New York Clearing
House funds, at the offices of Shearman & Sterling, 599 Lexington Avenue, New
York, New York, at -----A.M., New York City time, on the Delivery Date (or in
such other funds and/or at such other place as the Company and the undersigned
may agree upon in writing), upon delivery of the Offered Securities to the
undersigned, in such authorized denominations and registered in such names as
the undersigned may request in writing addressed to the Company not less than
five business days prior to the Delivery Date.
<PAGE> 36
2

The obligation of the undersigned to take delivery of and make
payment for the Offered Securities on the Delivery Date shall be subject only
to the conditions that (1) the purchase of the Offered Securities by the
undersigned shall not, on the Delivery Date, be prohibited under the laws of
any jurisdiction to which the undersigned is subject and that govern such
investment, and (2) the Company, on or before ----------------------, 1994,
shall have sold to the Underwriters of the Offered Securities (the
"Underwriters") such principal amount of the Offered Securities as is to be
sold to them pursuant to the Underwriting Agreement dated the date hereof
between the Company and the Underwriters. The obligation of the undersigned to
take delivery of and make payment for the Offered Securities shall not be
affected by the failure of any Underwriter or other purchaser to take delivery
of and make payment for the Offered Securities pursuant to other contracts
similar to this contract.

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

By the execution hereof, the undersigned represents and
warrants to the Company that (1) its investment in the Offered Securities is
not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and that govern such investment, (2) all
necessary corporate action for the due execution and delivery of this contract
and the payment for and purchase of the Offered Securities has been taken by it
and no further authorization or approval of any governmental or other
regulatory authority is required for such execution, delivery, payment or
purchase and (3) upon the acceptance by the Company and the mailing or delivery
of a copy as provided below, this contract will constitute a valid and binding
agreement of the undersigned in accordance with its terms.

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 Company will not accept Delayed
Delivery Contracts for an aggregate principal amount of the Offered Securities
in excess of $---------------- and that the acceptance of any Delayed Delivery
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 on a copy hereof and mail or deliver a signed copy to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such copy is so mailed or
delivered.
<PAGE> 37
3

This contract shall be governed by the laws of the State of
New York.

<TABLE>
<S> <C>
Yours very truly,

-------------------------------
(Name of Purchaser)

By ---------------------------
Title

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

-------------------------------
(Address)
</TABLE>
<PAGE> 38
4

Accepted as of the date first above written:

AMERICAN CYANAMID COMPANY

By------------------------

PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
is as follows: (Please print.)

<TABLE>
<S> <C>
Telephone No.
Name (including Area Code)
- ---- -------------------
</TABLE>

<PAGE> 1

Exhibit 4.1

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

AMERICAN CYANAMID COMPANY

and

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee

INDENTURE

Dated as of , 1994

Providing for Issuance of Debt Securities in Series
- ------------------------------------------------------------------------------

<PAGE> 2

Table Showing Reflection in Indenture of Certain Provisions
of Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990

<TABLE>
<CAPTION>
Reflected in Indenture
----------------------

TIA Section
<S> <C>

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613(b)
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)

Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)

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

Section 314(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Reflected in Indenture
----------------------

TIA Section
<S> <C>

Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)(6)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514

Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104(d)

Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Agreements of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

</TABLE>
ARTICLE ONE

Definitions and Other Provisions
of General Application

<TABLE>
<S> <C>
Section 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Book-Entry Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Debt Security or Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
<PAGE> 5
-(ii)-

<TABLE>
<S> <C>
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Opinion Of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Predecessor Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Repayment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Repayment Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Restricted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Sale and Leaseback Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 102. Compliance Certificate and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 104. Acts of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 105. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 106. Notices to Securityholders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 108. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 113. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 114. Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 6
-(iii)-

ARTICLE TWO

Debt Security Forms

<TABLE>
<S> <C> <C>
Section 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 202. Forms of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 203. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . 17
Section 204. Debt Securities Issuable in the Form of a Global Security . . . . . . . . . . . . . . . . . . 17
</TABLE>

ARTICLE THREE

The Debt Securities

<TABLE>
<S> <C> <C>
Section 301. General Title; General Limitations; Issuable in Series; Terms of Particular Series . . . . . . 19
Section 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 303. Execution, Authentication and Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . 23
Section 304. Temporary Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . 27
Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities . . . . . . . . . . . . . . . . . . . . 30
Section 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 311. Medium-Term Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

ARTICLE FOUR

Satisfaction and Discharge

<TABLE>
<S> <C> <C>
Section 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 403. Defeasance upon Deposit of Funds or Government Obligations . . . . . . . . . . . . . . . . . . 36
</TABLE>

ARTICLE FIVE

Remedies

<TABLE>
<S> <C> <C>
Section 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

<PAGE> 7
-(iv)-

<TABLE>
<S> <C> <C>
Section 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . 39
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . 40
Section 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 505. Trustee May Enforce Claim Without Possession of Debt Securities . . . . . . . . . . . . . . 42
Section 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 508. Unconditional Right of Securityholders to Receive Principal, Premium and Interest . . . . . 43
Section 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 512. Control by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

ARTICLE SIX

The Trustee

<TABLE>
<S> <C> <C>
Section 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 604. Not Responsible for Recitals or Issuance of Debt Securities . . . . . . . . . . . . . . . . 48
Section 605. Trustee May Hold Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . 50
Section 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . 53
Section 613. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . 53
Section 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
</TABLE>

<PAGE> 8
-(v)-

ARTICLE SEVEN

Securityholders' Lists and Reports by
Trustee and Company

<TABLE>
<S> <C> <C>
Section 701. Company To Furnish Trustee Names and Addresses of Securityholders . . . . . . . . . . . . . . . . 59
Section 702. Preservation of Information; Communications to Securityholders . . . . . . . . . . . . . . . . . . 59
Section 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

ARTICLE EIGHT

Consolidation, Merger, Sale or Conveyance

<TABLE>
<S> <C> <C>
Section 801. Consolidations and Mergers of Company and Conveyances Permitted Subject to Certain Conditions . . 63
Section 802. Rights and Duties of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

ARTICLE NINE

Supplemental Indentures

<TABLE>
<S> <C> <C>
Section 901. Supplemental Indentures Without Consent of Securityholders . . . . . . . . . . . . . . . . . . . . 64
Section 902. Supplemental Indentures with Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . 65
Section 903. Execution of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 906. Reference in Debt Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . 67
</TABLE>

ARTICLE TEN

Covenants

<TABLE>
<S> <C> <C>
Section 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 1003. Money for Debt Security Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . 68
Section 1004. Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1005. Legal Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
</TABLE>

<PAGE> 9
-(vi)-

<TABLE>
<S> <C> <C>
Section 1006. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1007. Limitation on Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1008. Exempted Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1009. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
</TABLE>

ARTICLE ELEVEN

Redemption of Debt Securities

<TABLE>
<S> <C> <C>
Section 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 1102. Election To Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 1103. Selection by Trustee of Debt Securities To Be Redeemed . . . . . . . . . . . . . . . . . . . . 73
Section 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 1106. Debt Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 1107. Debt Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 1108. Provisions with Respect to any Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . 76
</TABLE>

<PAGE> 10

INDENTURE between AMERICAN CYANAMID COMPANY, a Maine corporation
(hereinafter called the "Company") having its principal office at One Cyanamid
Plaza, Wayne, New Jersey 07470, and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association organized under the laws of the
United States, as trustee (hereinafter called the "Trustee"), having its
principal trust office at 4 Chase MetroTech Center, 3rd Floor, Brooklyn, New
York 11245, is made and entered into as of the day of , 1994.

Recitals of the Company

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Debt Securities (as defined below)
in one or more series.

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

Agreements of the Parties

To set forth or to provide for the establishment of the terms and
conditions upon which the Debt Securities are to be authenticated, issued and
delivered, and in consideration of the promises and the purchase of Debt
Securities by the Holders (as defined below) thereof, it is mutually covenanted
and agreed as follows, for the equal and proportionate benefit of all Holders
of the Debt Securities or of a series thereof, as the case may be:

ARTICLE ONE

Definitions and Other Provisions
of General Application

Section 101. Definitions. For all purposes of this Indenture and
of any indenture supplemental hereto, except as otherwise expressly provided or
unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the
singular;
<PAGE> 11
2

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

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

(4) all references in this instrument to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this instrument as originally
executed. 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; and

(5) "including" and words of similar import shall be deemed to be
followed by "without limitation."

Certain terms, used principally in Article Six, are defined in
that Article.

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

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

paid on account of maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges and any amount based upon or constituting a
participation in the revenues or earnings of any property. In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

"Authenticating Agent" means any Person authorized by the Trustee
to authenticate Debt Securities under Section 614.

"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)), 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 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 and acceptable to the Company shall constitute a
sufficient publication of such notice.

"Bearer Security" means any Debt Security in the form established
pursuant to Section 201 which is payable to bearer and is not a Registered
Security.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board or any officer or
committee of officers of the Company acting pursuant to authority granted by
the board of directors of the Company or any committee of such 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 Debt Securities, issued to the Depository for such series of Debt
Securities in accordance with Section 303.

"Business Day" means, with respect to any series of Debt
Securities, each day which is neither a Saturday, Sunday or other day on which
banking institutions in the
<PAGE> 13
4

pertinent Place or Places of Payment are authorized or required by law or
executive order to be closed.

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

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

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

"Consolidated Net Tangible Assets" means, with respect to the
Company, the total amount of its assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all current
liabilities (excluding the amount of liabilities which are by their terms
extendable or renewable at the option of the obligor to a date more than 12
months after the date as of which the amount is being determined) and (ii) all
goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangibles, in each case computed in accordance with
generally accepted accounting principles, which under generally accepted
accounting principles would appear on a consolidated balance sheet of the
Company and its subsidiaries.

"Corporate Trust Office" means the office of the Trustee in The
City of New York at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located
at 4 Chase MetroTech Center, 3rd Floor, Brooklyn, New York 11245.

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

"Debt" means (i) all obligations represented by notes, bonds,
debentures or similar evidences of indebtedness; (ii) all indebtedness for
borrowed money or for the deferred purchase price of property or services other
than, in the case of any such deferred purchase price, on normal trade terms;
and (iii) all rental obligations as lessee under leases which shall have been
or should be, in accordance with generally accepted accounting principles,
recorded as capital leases.
<PAGE> 14
5

"Debt Security" or "Debt Securities" means any note or notes, bond
or bonds, debenture or debentures, or any other evidences of indebtedness, of
any series authenticated and delivered from time to time under this Indenture.

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

"Depository" means, unless otherwise specified by the Company
pursuant to either Section 204 or 301, with respect to Debt Securities of any
series issuable or issued in whole or in part as a Global Security, including
Book-Entry Securities, The Depository Trust Company, New York, New York, or any
successor thereto registered as a clearing agency under the Securities Exchange
Act of 1934 or other applicable statute or regulation.

"Event of Default" has the meaning specified in Article Five.

"Funded Debt" means Debt of the Company or a Subsidiary owning
Restricted Property maturing by its terms at, or extendable at the option of
the obligor to, a date more than 12 months from the date of determination.

"Global Security", when used with respect to any series of Debt
Securities issued hereunder, means a Debt Security which is executed by the
Company and authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's instruction, all in accordance with this Indenture
and an indenture supplemental hereto, if any, or Board Resolution and pursuant
to a Company Request, which shall be registered in the name of the Depository
or its nominee and which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Debt
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same original issue date, date
or dates on which principal is due, and interest rate or method of determining
interest.

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

"Indenture" or "this 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 Debt Securities established as contemplated by Section 301.

"Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.
<PAGE> 15
6

"Interest Payment Date", when used with respect to any series of
Debt Securities, means the Stated Maturity of any installment of interest on
those Debt Securities.

"Maturity", when used with respect to any Debt Security, means the
date on which the principal of such Debt Security shall become due and payable
as therein or herein provided, whether on a Repayment Date, at the Stated
Maturity thereof by declaration of acceleration, call for redemption or
otherwise.

"Officers' Certificate" means a certificate signed by the Chairman
of the Board, Vice-Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee. Wherever this Indenture requires that an Officers' Certificate be
signed also by an engineer or an accountant or other expert, such engineer,
accountant or other expert (except as otherwise expressly provided in this
Indenture) may be in the employ of the Company, and shall be acceptable to the
Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may
be an employee of or of counsel to the Company. Such counsel shall be
acceptable to the Trustee, whose acceptance shall not be unreasonably withheld.

"Original Issue Discount Security" means (i) any Debt 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, and
(ii) any other Debt Security deemed an Original Issue Discount Security for
United States Federal income tax purposes.

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

(i) such Debt Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(ii) such Debt Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent in trust for the Holders of such Debt Securities;
provided that, if such Debt Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and

(iii) such Debt Securities in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered pursuant to
this Indenture, or which shall have been paid pursuant to the terms of
Section 306 (except with respect to any
<PAGE> 16
7

such Debt Security as to which proof satisfactory to the Trustee is
presented that such Debt Security is held by a Person in whose hands,
under applicable law, such Debt Security is a legal, valid and binding
obligation of the Company).

In determining whether the Holders of the requisite principal amount of such
Debt Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall
be the amount of the principal thereof that would be due and payable as of the
date of the taking of such action upon a declaration of acceleration of the
Maturity thereof and (ii) Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding. In
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Debt
Securities which a Responsible Officer assigned to the Corporate Trust
Department of the Trustee knows to be owned by the Company or any other obligor
upon the Debt Securities or any Affiliate of the Company or such other obligor
shall be so disregarded. Debt 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 to act as owner with respect to
such Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or such other
obligor.

"Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Debt 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" means with respect to any series of Debt
Securities issued hereunder, the city or political subdivision so designated in
accordance with the provisions of Section 301.

"Predecessor Securities" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same debt as
that evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 306 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.
<PAGE> 17
8

"Redemption Date", when used with respect to any Debt 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 Debt Security to
be redeemed, means the price specified in the Debt Security at which it is to
be redeemed pursuant to this Indenture.

"Registered Security" means any Debt Security in the form
established pursuant to Section 201 whose holder's name is registered in the
Security Register.

"Regular Record Date" for the interest payable on any Debt
Security on any Interest Payment Date means the date specified in such Debt
Security as the Regular Record Date.

"Repayment Date", when used with respect to any Debt Security to
be repaid, means the date fixed for such repayment pursuant to such Debt
Security.

"Repayment Price", when used with respect to any Debt Security to
be repaid, means the price at which it is to be repaid pursuant to such Debt
Security.

"Required Currency", when used with respect to any Debt Security,
has the meaning set forth in Section 114.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any Vice President, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer or trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

"Restricted Property" means (i) any manufacturing facility, or
portion thereof, owned or leased by the Company or any Subsidiary and located
within the continental United States of America, other than (a) any such
manufacturing facility, or portion thereof,which, in the opinion of the Board
of Directors, is not of material importance to the business of the Company and
its subsidiaries taken as a whole, and (b) any such manufacturing facility or
portion thereof, if its net book value is less than 2% of Consolidated Net
Tangible Assets, and (ii) any shares of capital stock or indebtedness of any
Subsidiary owning any such manufacturing facility. As used in this definition,
"manufacturing facility" means property, plant and equipment used for actual
manufacturing and for activities directly related to
<PAGE> 18
9

manufacturing, and it excludes sales offices, research facilities and
facilities used only for warehousing, distribution, general administration or
any combination thereof.

"Sale and Leaseback Transaction" means any arrangement with any
Person pursuant to which the Company or any Subsidiary leases any Restricted
Property that has been or is to be sold or transferred by the Company or the
Subsidiary to such Person, other than (i) temporary leases for a term,
including renewals at the option of the lessee, of not more than three years,
(ii) leases between the Company and a Subsidiary or between Subsidiaries, (iii)
leases of Restricted Property executed by the time of, or within 12 months
after the latest of, the acquisition, the completion of construction or
improvement, or the commencement of commercial operation, of such Restricted
Property, and (iv) arrangements pursuant to any provision of law with an effect
similar to that under former Section 168(f)(8) of the Internal Revenue Code of
1954.

"Security Register" shall have the meaning specified in Section
305.

"Security Registrar" means the Person who keeps the Security
Register specified in Section 305.

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

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

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

"Subsidiary" means any corporation of which at least a majority of
the outstanding Voting Stock is owned, directly or indirectly, by the Company
or one or more Subsidiaries; provided that for purposes of this Indenture,
neither Immunex Corporation nor Cytec Industries Inc. shall be a Subsidiary;
and provided further that, with respect to any corporation that is not a
Subsidiary on the date of this Indenture, but thereafter the Company or one or
more of its Subsidiaries acquires, directly or indirectly, at least a majority
of the outstanding Voting Stock of such corporation, the Board of Directors
may determine by resolution (which may be rescinded at any time) within 12
months after such acquisition that such corporation shall not be a Subsidiary
for purposes of this Indenture.
<PAGE> 19
10

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trustee Indenture Reform Act of 1990, and as in force at the
date as of which this instrument was executed except as provided in Section
905.

"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 and include each Person who is then a Trustee hereunder.
If at any time there is more than one such Person, "Trustee" as used with
respect to the Debt Securities of any series shall mean the Trustee with
respect to Debt Securities of that series.

"Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president", including,
without limitation, an assistant vice president.

"Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors of such corporation (other than stock having such power only by
reason of the happening of a contingency).

Section 102. Compliance Certificate and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any (including
any covenants compliance with which constitutes a condition precedent),
provided for in this Indenture relating to the proposed action having been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent), have been complied
with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
statements of compliance provided pursuant to Section 1004) shall include:

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

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
<PAGE> 20
11

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

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

Section 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons may certify or give an opinion as to the other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

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

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

Section 104. Acts of Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders or Securityholders of
any series may be embodied in the evidence by one or more instruments of
substantially similar tenor signed by such Securityholders in Person or by an
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. If any Debt Securities are denominated in coin or
currency other than that of the United States, then for purposes of determining
whether the Holders of the requisite principal amount of Debt Securities have
taken any action as herein described, the principal amount of such Debt
Securities shall be deemed to be that amount of United States dollars that
could be obtained for such principal amount on the basis of the spot rate of
exchange into United
<PAGE> 21
12

States dollars for the currency in which such Debt Securities are denominated
(as evidenced to the Trustee by an Officers' Certificate) as of the date the
taking of such action by the Holders of such requisite principal amount is
evidenced to the Trustee as provided in the immediately preceding sentence.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any 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 an officer of a corporation or a member of
a partnership, on behalf of such corporation or partnership, 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 depository, 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 depository, 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 Debt Securities shall be proved by the
Security Register.
<PAGE> 22
13

(f) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, by 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 action, but the
Company shall have no obligation to do so. Such record date shall be the later
of 20 days prior to the first solicitation of such action or the date of the
most recent list of Holders furnished to the Trustee pursuant to Section 701.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Holders of record at the close of business on the record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Debt Securities Outstanding have
authorized or agreed or consented to such request, demand, authorization,
notice, consent, waiver or other action, and for that purpose the Debt
Securities Outstanding shall be computed as of the record date; provided that
no such authorization, agreement or consent by the Holders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date,
and that no such authorization, agreement or consent may be amended, withdrawn
or revoked once given by a Holder, unless the Company shall provide for such
amendment, withdrawal or revocation in conjunction with such solicitation of
authorizations, agreements or consents or unless and to the extent required by
applicable law.

(g) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Debt Security shall bind
the Holder of every Debt Security issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done 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 Debt Security.

Section 105. Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Department, or

(2) the Company by the Trustee or by any Securityholder shall be
sufficient for every purpose hereunder (except as provided in Section
501(4) or, in the case of a request for repayment, as specified in the
Debt Security carrying the right to repayment) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of
<PAGE> 23
14

this instrument, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

Section 106. Notices to Securityholders; Waiver. Where this
Indenture or any Debt Security provides for notice to Securityholders of any
event, (i) if any of the Debt Securities affected by such event are Registered
Securities, such notice shall be sufficiently given if in writing and mailed,
first-class postage prepaid, to each Securityholder affected by such event, at
his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice and (ii) if any of the Debt 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 Debt Securities and, if the Debt Securities of such series
are listed on any stock exchange outside the United States, in any place at
which such Debt 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 as were previously filed with the Trustee, within the time
prescribed for giving such notice. In any case where notice to Securityholders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Securityholder shall affect the
sufficiency of such notice with respect to other Securityholders. Where this
Indenture or any Debt Security 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 Securityholders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.

In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

Section 107. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

Section 108. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
<PAGE> 24
15

Section 109. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

Section 110. Separability Clause. In case any provision in this
Indenture or in the Debt Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

Section 111. Benefits of Indenture. Nothing in this Indenture or
in any Debt Securities, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any Authenticating
Agent or Paying Agent, the Security Registrar and the Holders of Debt
Securities (or such of them as may be affected thereby), any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law. This Indenture shall be construed in
accordance with and governed by the laws of the State of New York.

Section 113. 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 114. Judgment Currency. The Company agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, on
the Debt Securities or Coupons, if any, of any series from the currency in
which such sum is stated to be payable (the "Required Currency") into the
currency in which such judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
Required Currency with the Judgment Currency on the New York Banking Day on
which a judgment becomes final and unappealable and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short in the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal
<PAGE> 25
16

holiday in the City of New York or a day on which banking institutions in the
City of New York are authorized or required by law or executive order to close.

ARTICLE TWO

Debt Security Forms

Section 201. Forms Generally. The Debt Securities of each series
and the Coupons, if any, to be attached thereto shall have 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 applicable laws or regulations or with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
officers executing such Debt Securities and Coupons, if any, as evidenced by
their execution of the Debt Securities and Coupons, if any. Any portion of the
text of any Debt Security may be set forth on the reverse or on additional
pages thereof, with an appropriate reference thereto on the face of the Debt
Security.

The definitive Debt Securities and Coupons, if any, shall be
printed, lithographed or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Debt Securities and Coupons, if
any, as evidenced by their execution of such Debt Securities and Coupons, if
any, subject, with respect to the Debt Securities of any series, to the rules
of any securities exchange on which such Debt Securities are listed.

Section 202. Forms of Debt Securities. Each Debt Security shall
be in one of the forms approved from time to time by or pursuant to a Board
Resolution, or established in one or more indentures supplemental hereto.
Prior to the delivery of a Debt Security to the Trustee for authentication in
any form approved by or pursuant to a Board Resolution, the Company shall
deliver to the Trustee the Board Resolution by or pursuant to which such form
of Debt Security has been approved, which Board Resolution shall have attached
hereto a true and correct copy of the form of Debt Security which has been
approved thereby or, if a Board Resolution authorizes a specific officer or
officers to approve a form of Debt Security, a certificate of such officer or
officers approving the form of Debt Security attached thereto. Any form of
Debt Security approved by or pursuant to a Board Resolution must be acceptable
as to form to the Trustee, such acceptance to be evidenced by the Trustee's
authentication of Debt Securities in that form or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Company.
<PAGE> 26
17

Section 203. Form of Trustee's Certificate of Authentication.
The form of Trustee's certificate of Authentication for any Debt Security
issued pursuant to this Indenture shall be substantially as follows:

TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION

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

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Trustee,

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

Section 204. Debt Securities Issuable in the Form of a Global
Security. (a) If the Company shall establish pursuant to Sections 202 and 301
that the Debt Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 303 and
the Company Order delivered to the Trustee or its agent pursuant to such
Section 303, authenticate and deliver, such Global Security or Global
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Debt Securities of
such series to be represented by such Global Security or Global Securities, or
such portion thereof as the Company shall specify in a Company Order, (ii)
shall be registered in the name of the Depository for such Global Security or
Global Securities or its nominee, (iii) shall be delivered by the Trustee or
its agent to the Depository or pursuant to the Depository's instruction and
(iv) shall bear a legend substantially to the following effect: "Unless this
certificate is presented by an authorized representative of the Depositary to
the Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of the nominee of the
Depository or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, the nominee of the Depository, has an interest
herein."

(b) Notwithstanding any other provision of this Section 204 or of
Section 305, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security
<PAGE> 27
18

expressly permit such Global Security to be exchanged in whole or in part for
individual Debt Securities, a Global Security may be transferred, in whole but
not in part and in the manner provided in Section 305, only to a nominee of the
Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to
a nominee of such successor Depository.

(c) (i) If at any time the Depository for a Global Security
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository for the Debt
Securities for such series shall no longer be eligible or in good standing
under the Securities Exchange Age of 1934 or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to
such Global Security. If a successor Depository for such Global Security is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and
the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of individual Debt Securities of such series in
exchange for such Global Security, will authenticate and deliver, individual
Debt Securities of such series of like tenor and terms in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.

(ii) The Company may at any time and in its sole discretion
determine that the Debt Securities of any series or portion thereof issued or
issuable 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
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Debt Securities of such series in
exchange in whole or in part for such Global Security, will authenticate and
deliver individual Debt Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such Global Security or Securities representing such series or portion
thereof in exchange for such Global Security or Securities.

(iii) If specified by the Company pursuant to Sections 202 and
301 with respect to Debt Securities issued or issuable in the form of a Global
Security, the Depository for such Global Security may surrender such Global
Security in exchange in whole or in part for individual Debt Securities of such
series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depository. Thereupon the Company shall
execute, and the Trustee or its agent shall authenticate and deliver, without
service charge, (i) to each Person specified by such Depository a new Debt
Security or Debt Securities of the same series of like tenor and terms and of
any authorized denomination as requested by such Person in an aggregate
principal amount equal to and in exchange for such Person's beneficial interest
as specified by such Depository in the Global Security; and (2) to such
Depository a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Debt
Securities delivered to Holders thereof.
<PAGE> 28
19

(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Debt Securities in definitive registered
form in authorized denominations. Upon the exchange of the entire principal
amount of a Global Security for individual Debt Securities, such Global
Security shall be cancelled by the Trustee or its agent. Except as provided in
the preceding paragraph, Debt Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depository for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Security Registrar. The Trustee or the Security
Registrar shall deliver at its Corporate Trust Office such Debt Securities to
the Persons in whose names such Debt Securities are so registered.

ARTICLE THREE

The Debt Securities

Section 301. General Title; General Limitations; Issuable in
Series; Terms of Particular Series. The aggregate principal amount of Debt
Securities which may be authenticated and delivered and Outstanding under this
Indenture is not limited.

The Debt Securities may be issued in one or more series up to an
aggregate principal amount of Debt Securities as from time to time may be
authorized by the Board of Directors. All Debt Securities of each series under
this Indenture shall in all respects be equally and ratably entitled to the
benefits hereof with respect to such series without preference, priority or
distinction on account of the actual time of the authentication and delivery or
Stated Maturity of the Debt Securities of such series.

Each series of Debt Securities shall be created either by or
pursuant to a Board Resolution or by an indenture supplemental hereto. The
Debt Securities of each such series may bear such date or dates, be payable at
such place or places, have such Maturity or Maturities, be issuable at such
premium over or discount from their face value, bear interest at such rate or
rates, from such date or dates, payable in such installments and on such dates
and at such place or places to the Holders of Debt Securities registered as
such on such Regular Record Dates, or to such other Persons, or may bear no
interest, and may be redeemable or repayable at such Redemption Price or
Redemption Prices or Repayment Price or Repayment Prices, as the case may be,
whether at the option of the Holder or the Company, and upon such terms, all as
shall be provided for in or pursuant to the Board Resolution or in the
supplemental indenture creating that series. There may also be established in
or pursuant to a Board Resolution or in a supplemental indenture prior to the
issuance of Debt Securities of each such series, provision for (as applicable):
<PAGE> 29
20

(1) the exchange or conversion of the Debt Securities of that
series, at the option of the Holders thereof or the Company, for or into
new Debt Securities of a different series or other securities except
shares of capital stock of the Company or any subsidiary of the Company
or securities directly or indirectly convertible into or exchangeable for
any such shares;

(2) a sinking or purchase fund or other analogous obligation;

(3) if other than U.S. dollars, the currency or currencies or
units based on or related to currencies in which the Debt Securities of
such series shall be denominated and in which payments of principal of,
and any premium and interest on, such Debt Securities shall or may be
payable;

(4) if the principal of (and premium, if any) or interest, if
any, on the Debt Securities of such series are to be payable, at the
election of the Company or a Holder thereof, in a currency or currencies
or units based on or related to currencies other than that in which the
Debt Securities are stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election may be
made;

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

(6) a limitation on the aggregate principal amount of the Debt
Securities of that series;

(7) the exchange of Debt Securities of that series, at the option
of the Holders thereof, for other Debt Securities of the same series of
the same aggregate principal amount of a different authorized kind or
different authorized denomination or denominations, or both;

(8) the appointment by the Trustee of an Authenticating Agent in
one or more places other than the location of the office of the Trustee
with power to act on behalf of the Trustee and subject to its discretion
in the authentication and delivery of the Debt Securities of any one or
more series in connection with such transactions as shall be specified in
the provisions of this Indenture or in or pursuant to the Board of
Resolution or the supplemental indenture creating such series;

(9) the portion of the principal amount of Debt Securities of the
series, if other than the total principal amount thereof, which shall be
payable upon declaration
<PAGE> 30
21

of acceleration of the Maturity thereof pursuant to Section 502 or
provable in bankruptcy pursuant to Section 504;

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

(11) the rate or rates at which the Debt Securities of the series
shall bear interest, if any, the date or dates from which such interest
shall accrue, or the method by which such rate or rates will be
determined, 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;

(12) 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 Debt 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;

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

(14) 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 Debt Securities of the series may be redeemed, in whole or in part,
at the option of the Company;

(15) if other than denominations of $1,000, if registered and
$5,000, if bearer, and any integral multiple thereof, as applicable, the
denominations in which Debt Securities of the series shall be issuable;

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

(17) whether Debt Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without Coupons) or
both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities, whether any Debt Securities of the series are to be
issuable initially in temporary global form and whether any Debt
Securities of the series are to be issuable in permanent Global form
<PAGE> 31
22

with or without Coupons and, if so, whether beneficial owners of
interests in any such permanent Global Security may exchange such
interests for Debt Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section
305, whether Registered Securities of the series may be exchanged for
Bearer Securities of the series (if permitted by applicable laws and
regulations), whether Bearer Securities of the series may be exchanged
for Registered Securities of the series, and the circumstances under
which and the place or places where such exchanges may be made and if
Debt Securities of the series are to be issuable in global form, the
identity of any initial depository therefor;

(18) any deletions from, modifications of or additions to the
Events of Default set forth in Section 501 or covenants of the Company
set forth in Article Ten pertaining to the Debt Securities of the series;

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

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

(21) whether the Debt Securities of such series shall be issued,
in whole or in part, in reliance upon an exemption from registration
under the Securities Act, such as Rule 144A Securities or Regulation S
Securities or otherwise and any restrictions on transfers or exchange
thereof;

(22) any covenant solely for the benefit of the Debt Securities
of such series and any additions, deletions or other changes to the
provisions of Article Ten or any definitions relating to such Article
that shall be applicable to the Debt Securities of such series (including
a provision making any Section of such Article inapplicable to the Debt
Securities of such series);

(23) if Section 403 of this Indenture shall not be applicable to
the Debt Securities of such series and if Section 403 shall be applicable
to any covenant or Event of Default established in or pursuant to a Board
Resolution or in a supplemental indenture as described above that has not
already been established herein;
<PAGE> 32
23

(24) if the Debt Securities of such series shall be issued in
whole or in part in the form of a Global Security or Global Securities,
the terms and conditions, if any, upon which such Global Security or
Global Securities may be exchanged in whole or in part for other
individual Debt Securities; and the Depository for such Global Security
or Global Securities (if other than the Depository specified in Section
101 hereof); and

(25) any other terms of the Debt Securities of such series, which
shall not be inconsistent with the Trust Indenture Act;

all upon such terms as may be determined in or pursuant to a Board Resolution
or in a supplemental indenture with respect to such series. All Debt
Securities of the same series shall be substantially identical in tenor and
effect except as to denomination and except if issued pursuant to Section 311.

The form of the Debt Securities of each series (including Coupons,
if any) shall be established pursuant to the provisions of this indenture in or
pursuant to the Board Resolution or in the supplemental indenture creating such
series. The Debt Securities of each series (including Coupons, if any) shall
be distinguished from the Debt Securities of each other series in such manner,
reasonably satisfactory to the Trustee, as the Board of Directors may
determine.

Any terms or provisions in respect of the Debt Securities of any
series issued under this Indenture may be determined pursuant to this Section
by providing for the method by which such terms or provisions shall be
determined.

Section 302. Denominations. The Debt Securities of each series
shall be issuable in such denominations and currency as shall be provided in
the provisions of this Indenture or in or pursuant to the Board Resolution or
the supplemental indenture creating such series. In the absence of any such
provisions with respect to the Debt Securities of any series, the Debt
Securities of that series shall be issuable in denominations of US$1,000 and
any integral multiple thereof in the case of Registered Securities or in
denominations of US$5,000 and any integral multiple thereof in the case of
Bearer Securities.

Section 303. Execution, Authentication and Delivery and Dating.
The Debt Securities shall be executed on behalf of the Company by its Chairman
of the Board, Vice-Chairman, its President, one of its Vice Presidents, its
Treasurer, Assistant Treasurer or its Controller under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. The Coupons, if any, shall be executed on behalf of the Company
by its Chairman of the Board, Vice-Chairman, its President, one of its Vice
Presidents, its Treasurer, Assistant Treasurer or its Controller under its
corporate seal reproduced thereon
<PAGE> 33
24

and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Debt Securities and Coupons, if any,
may be manual or facsimile.

Debt 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 Debt Securities (and Coupons, if any) or did not hold such
offices at the date of such Debt 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 Debt Securities (with or without
Coupons) executed by the Company to the Trustee for authentication; and the
Trustee shall, upon Company Order, authenticate and deliver such Debt
Securities as in this Indenture is provided and not otherwise.

Prior to any such authentication and delivery, the Trustee shall
be entitled to receive and be fully protected in relying upon, in addition to
any Officers' Certificate and Opinion of Counsel required to be furnished to
the Trustee pursuant to Section 102, and the Board Resolution and any
certificate relating to the issuance of the series of Debt Securities required
to be furnished pursuant to Section 202, an Opinion of Counsel stating that:

(1) all instruments furnished to the Trustee conform to the
requirements of the Indenture and constitute sufficient authority
hereunder for the Trustee to authenticate and deliver such Debt
Securities;

(2) the form and terms of such Debt Securities and the Coupons,
if any, appertaining thereto have been established in conformity with the
provisions of this Indenture;

(3) all laws and requirements with respect to the execution and
delivery by the Company of such Debt Securities and Coupons, if any, have
been complied with, the Company has the corporate power to issue such
Debt Securities and Coupons, if any, and such Debt Securities and
Coupons, if any, have been duly authorized and delivered by the Company
and, assuming due authentication and delivery by the Trustee, constitute
legal, valid and binding obligations of the Company enforceable in
accordance with their terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws and legal principles
affecting creditors' rights generally from time to time in effect and to
general principles of equity) and entitled to the benefits of this
Indenture, equally and ratably with all other Debt Securities, if any, of
such series Outstanding;

(4) the Indenture is qualified under the Trust Indenture Act; and
<PAGE> 34
25

(5) such other matters related specifically to the execution or
delivery by the Company of such Debt Securities and Coupons, if any, as
the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Debt
Securities created by an indenture supplemental hereto, also stating that all
laws and requirements with respect to the form and execution by the Company of
the supplemental indenture with respect to that series of Debt Securities have
been complied with, the Company has corporate power to execute and deliver any
such supplemental indenture and has taken all necessary corporate action for
those purposes and any such supplemental indenture has been duly executed and
delivered and constitutes the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws and legal
principles affecting creditors' rights generally from time to time in effect
and to general principles of equity) and, if the authentication and delivery
relates to Debt Securities of a series issued pursuant to Section 311,
paragraphs (2) and (3) of the foregoing opinion shall read as follows:

"(2) the form of such Debt Securities and the procedures for
determining the terms of such Debt Securities as set forth in the
procedures relating thereto referred to in Section 311 have been
established in conformity with the provisions of this Indenture; and

(3) all laws and requirements with respect to the execution and
delivery by the Company of such Debt Securities have been complied with,
the Company has the corporate power to issue such Debt Securities and
such Debt Securities have been duly authorized by the Company and, when
duly executed by the Company and completed and authenticated in
accordance with the Indenture and issued, delivered and paid for, will
have been duly issued under the Indenture and will constitute the legal,
valid and binding obligations of the Company, enforceable in accordance
with their terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting
creditors' rights generally from time to time in effect and to general
principles of equity) and entitled to the benefits of this Indenture,
equally and ratably with all other Debt Securities, if any, of such
series Outstanding."

The Trustee shall not be required to authenticate such Debt
Securities if the issue thereof will adversely affect the Trustee's own rights,
duties or immunities under the Debt Securities and this Indenture.

Unless otherwise provided in the form of Debt Security for any
series, each Debt Security shall be dated the date of its authentication,
except that each Bearer Security,
<PAGE> 35
26

including any Bearer Security in global form, shall be dated as of the date
specified as contemplated by Section 301.

No Debt 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 Debt Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Except as permitted by Section 306 or 307, the Trustee shall not
authenticate and deliver any Bearer Debt Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.

Section 304. Temporary Debt Securities. Pending the preparation
of definitive Debt Securities of any series, the Company may execute, and, upon
receipt of the documents required by Section 303, together with a Company
Order, the Trustee shall authenticate and deliver, temporary Debt Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor, without
Coupons, of the definitive Debt Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Securities may determine, as evidenced by
their execution of such Debt Securities and Coupons, if any.

Except in the case of temporary Debt Securities in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Debt Securities, the temporary Debt
Securities of such series shall be exchangeable for definitive Debt Securities
of such series upon surrender of the temporary Debt Securities of such series
at the office or agency of the Company in a Place of Payment, without charge to
the Holder; and upon surrender for cancellation of any one or more temporary
Debt Securities the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Debt
Securities of such series of authorized denominations and of like tenor and
terms; 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 Debt
Securities of such series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series.
<PAGE> 36
27

Section 305. 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 Debt 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 1002 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
1002 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.

At the option of the Holder, Registered Securities of any series
(except a Book-Entry Security representing all or a portion of the Debt
Securities of such series) may be exchanged for other Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Registered Securities to be exchanged
at such office or agency. Registered Securities may not be exchanged for
Bearer Securities.

At the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities (if the Debt Securities of such series
are issuable in registered form) or Bearer Securities (if Bearer Securities of
such series are issuable in more than one denomination and such exchanges are
permitted by such series) of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may 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 Debt Security shall surrender to
any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by Coupons shall be payable only upon presentation
and surrender of those Coupons at an office or agency located
<PAGE> 37
28

outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at
such office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such
Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the person so surrendering the Bearer security), and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Debt Securities in certificated
form, a Debt Security in global form representing all or a portion of the Debt
Securities of a series may not be transferred except as a whole by the
Depository for such series to a nominee of such Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository or by
such Depository or any such nominee to a successor Depository for such series
or a nominee of such successor Depository.

If at any time the Depository for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depository
for the Debt Securities of such series or if at any time the Depository for the
Debt Securities of such series shall no longer be eligible under Section 303,
the Company shall appoint a successor Depository with respect to the securities
of such series. If a successor Depository for the Debt 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 301(24) shall no longer be effective with respect to the
Debt 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 Debt Securities of such series of like tenor, shall authenticate
and deliver Debt Securities of such series in certificated form in an aggregate
principal amount equal to the principal amount of the Debt Security or Debt
Securities in global form representing such series in exchange for such Debt
Security or Debt Securities in global form.

Within fourteen days after the occurrence of an Event of Default
specified in clause (1), (2) or (3) of Section 501 with respect to any series
of the Debt Securities if so specified pursuant to Section 301, the Company
shall execute, and the Trustee upon receipt of a Company Order shall
authenticate and deliver, in exchange for any Debt Security of such series in
global form, Debt Securities of such series in certificated form in authorized
<PAGE> 38
29

denominations for an aggregate principal amount equal to the principal amount
of such Debt Security in global form.

The Company may at any time and in its sole discretion determine
that the Debt 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
Debt Securities of such series of like tenor, shall authenticate and deliver,
Debt Securities of such series in certificated form and in an aggregate
principal amount equal to the principal amount of the Debt Security or Debt
Securities in global form representing such series in exchange for such Debt
Security or Debt Securities in global form.

If specified by the Company pursuant to Section 301 with respect
to a series of Debt Securities, the Depository for such series of Debt
Securities may surrender a global Security of such series in exchange in whole
or in part for Debt Securities of such series in certificated form on such
terms as are acceptable to the Company and such Depository. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without
service charge to the Depository,

(i) to each Person specified by such Depository a new
certificated Debt Security or Debt 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 Depository 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 Debt 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 Debt Securities in certificated form in authorized denominations.

Upon the exchange of a global Security for Debt Securities in
certificated form, such global Security shall be cancelled by the Trustee.
Unless expressly provided with respect to the Debt Securities of any series
that such Debt Security may be exchanged for Bearer Securities, Debt 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 Depository
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 Debt Securities to the Persons in whose names such Debt
Securities are so registered.
<PAGE> 39
30

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

All Debt Securities issued upon any registration of transfer or
exchange of Debt Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Debt 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 Debt 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 Debt
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not
involving any transfer.

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

Section 306. Mutilated, Destroyed, Lost and Stolen Debt
Securities. If (i) any mutilated Debt Security or Debt Security with a
mutilated Coupon appertaining to it is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or Debt Security with a
mutilated Coupon appertaining to it, and (ii) there is delivered to the Company
and the Trustee any security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice of the Company or the
Trustee that such Debt Security or Debt Security with a mutilated Coupon
appertaining to it has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall
<PAGE> 40
31

authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security or Debt Security with a mutilated
Coupon appertaining to it, a new Debt Security with Coupons corresponding to
the Coupons, if any, appertaining to the surrendered Debt Security of like
tenor, series, Maturity and principal amount, bearing a number not
contemporaneously Outstanding with Coupons corresponding to the Coupons, if
any, appertaining to the surrendered Debt Security.

In case any such mutilated, destroyed, lost or stolen Debt
Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Debt Security or
Coupon, pay such Debt 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 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

Upon the issuance of any new Debt 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 Debt Security of any series with its Coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt
Security, or in exchange for a Debt 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 Debt
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
Debt Securities of the same 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 Debt Securities
or Coupons.

Section 307. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided with respect to such Debt Security pursuant to
Section 301, interest on any Debt 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 Debt Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest.
<PAGE> 41
32

Any interest on any Debt Security 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
registered Holder on the relevant Regular Record Date by virtue of his having
been such Holder; and, except as hereinafter provided, such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause
(1) or Clause (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names any such Debt Securities (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 such Debt Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall not be more than
15 nor less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first class
postage prepaid, to the Holder of each such Debt Security at the address
of such Holder as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered 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 in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which such Debt 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.

If any installment of interest the Stated Maturity of which is on
or prior to the Redemption Date for any Debt Security called for redemption
pursuant to Article Eleven is
<PAGE> 42
33

not paid or duly provided for on or prior to the Redemption Date in accordance
with the foregoing provisions of this Section, such interest shall be payable
as part of the Redemption Price of such Debt Securities.

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

Section 308. Persons Deemed Owners. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any
Debt Security is registered in the Security Register as the owner of such Debt
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Section 307) interest on, such Debt Security and for all
other purposes whatsoever, whether or not such Debt 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 on account thereof and for all other purposes
whatsoever, whether or not such Debt Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309. Cancellation. All Debt Securities surrendered for
payment, redemption, transfer, or exchange or credit against a sinking fund
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and, if not already cancelled, shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Debt Securities so
delivered shall be promptly cancelled by the Trustee. No Debt Security shall
be authenticated in lieu of or in exchange for any Debt Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. The
Trustee shall destroy all cancelled Debt Securities in accordance with its
standard procedures and deliver a certificate of such disposition to the
Company.

Section 310. Computation of Interest. Unless otherwise provided
as contemplated in Section 301, interest on the Debt Securities shall be
calculated on the basis of a 360-day year of twelve 30-day months.

Section 311. Medium-Term Debt Securities. Notwithstanding any
contrary provision herein, if all Debt Securities of a series are not to be
originally issued at one time,
<PAGE> 43
34

it shall not be necessary for the Company to deliver to the Trustee an
Officers' Certificate, Board Resolution, supplemental indenture, Opinion of
Counsel or Company Order otherwise required pursuant to Sections 102, 202, 301
and 303 at or prior to the time of authentication of each Debt Security of such
series if such documents are delivered to the Trustee or its agent at or prior
to the authentication upon original issuance of the first Debt Security of such
series to be issued; provided that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
constitute a representation and warranty by the Company that as of the date of
such request, the statements made in the Officers' Certificate or other
certificates delivered pursuant to Section 102, 202 and 303 shall be true and
correct as if made on such date.

A Company Order, Officers' Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time in the aggregate
principal amount established for such series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Company
Order upon the written order of Persons designated in such Company Order,
Officers' Certificate, supplemental indenture or Board Resolution (any such
telephonic or electronic instructions to be promptly confirmed in writing by
such Persons) and that such Persons are authorized to determine, consistent
with such Company Order, Officers' Certificate, supplemental indenture or Board
Resolution, such terms and conditions of said Debt Securities as are specified
in such Company Order, Officers' Certificate, supplemental indenture or Board
Resolution.

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to any series of
Debt Securities (except as to any surviving rights of conversion or transfer or
exchange of Debt Securities of such series expressly provided for herein or in
the form of Debt Security for such series), and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

(1) either

(A) all Debt Securities of that 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
<PAGE> 44
35

Registered Securities and maturing after such exchange,
surrender of which is not required or has been waived as provided
in Section 305, (ii) Debt Securities of such series and Coupons
which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, (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 1106,
and (iv) Debt Securities of such series and Coupons for whose
payment money in the Required Currency 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 paragraphs four and five of Section 1003)
have been delivered to the Trustee cancelled or for cancellation;
or

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

(i) have become due and payable, or

(ii) will become due and payable at their 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 an
amount in the Required Currency sufficient to pay and discharge the
entire indebtedness on such Debt Securities and Coupons of such series
not theretofore delivered to the Trustee cancelled or for cancellation,
with respect to principal (and premium, if any) and interest to the date
of such deposit (in the case of Debt 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 with respect to the Debt Securities of
such series; 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 with respect to the Debt Securities of such series have
been complied with.
<PAGE> 45
36

Notwithstanding the satisfaction and discharge of this Indenture with respect
to any series of Debt Securities, the obligations of the Company to the Trustee
with respect to that series under Section 607 shall survive and the obligations
of the Trustee under Sections 402 and 1003 shall survive.

Section 402. Application of Trust Money. All money deposited
with the Trustee pursuant to Section 401 or Section 403 shall be held in trust
and applied by it, in accordance with the provisions of the series of Debt
Securities in respect of which it was deposited 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; but such money need not
be segregated from other funds except to the extent required by law.

Section 403. Defeasance upon Deposit of Funds or Government
Obligations. Unless pursuant to Section 301 provision is made that this
Section shall not be applicable to the Debt Securities and Coupons, if any, of
any series, at the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
any series of Debt Securities after the applicable conditions set forth below
have been satisfied or (b) the Company shall cease to be under any obligation
to comply with any term, provision or condition set forth in Sections 1006,
1007 and 1008 and Article Eight (and any other Sections applicable to such Debt
Securities that are determined pursuant to Section 301 to be subject to this
provision), and clause 4 of Section 501 of this Indenture (and any other Events
of Default applicable to such Debt Securities that are determined pursuant to
Section 301 to be subject to this provision) shall be deemed not to be an Event
of Default, with respect to any series of Debt Securities at any time after the
applicable conditions set forth below have been satisfied:

(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Debt Securities and Coupons, if any, of such series (i)
money in an amount, or (ii) the equivalent in non-callable securities, or
securities callable at the option of the holder thereof, of the
government which issued the currency in which the Debt Securities are
denominated or government agencies backed by the full faith and credit of
such government which through the payment of interest and principal in
respect thereof in accordance with their terms, without reinvestment
thereof, will provide, not later than one day before the due date of any
payment, 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 (including mandatory sinking fund
payments) and any premium of, interest on and any
<PAGE> 46
37

repurchase obligations with respect to the Outstanding Debt Securities
and Coupons, if any, of such series on the dates such installments of
interest or principal or repurchase obligations are due;

(2) no Event of Default or event (including such deposit) which
with notice or lapse of time would become an Event of Default with
respect to the Debt Securities of such series shall have occurred and be
continuing on the date of such deposit; and

(3) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Debt Securities of such series
will not recognize income, gain or loss for Federal income tax purposes
as a result of the Company's exercise of its option under this Section
403 and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
option had not been exercised, and, in the case of Debt Securities being
Discharged, accompanied by a ruling to the effect from the Internal
Revenue Service.

"Discharged" means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under,
the Debt Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Debt Securities and Coupons, if any, of
such series (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except (A) the rights of Holders
thereof to receive, from the trust fund described in clause (1) above, payment
of the principal and any premium of and any interest on such Debt Securities
and Coupons, if any, when such payments are due; (B) the Company's obligations
with respect to such Debt Securities and Coupons, if any, under Sections 305,
306, 402, 1002 and 1003; and (C) the rights (including, but not limited to,
rights under Section 607), powers, trusts, duties and immunities of the Trustee
hereunder.

ARTICLE FIVE

Remedies

Section 501. Events of Default. "Event of Default", wherever
used herein, means with respect to any series of Debt Securities 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), unless such event is
either inapplicable to a particular series or it is specifically deleted or
modified in or pursuant to the supplemental indenture or Board Resolution
creating such series of Debt Securities or in the form of Debt Security for
such series;
<PAGE> 47
38

(1) default in the payment of any installment of interest upon
any Debt Security of that series as and when the same shall become 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 Debt Security of that series at its Maturity; or

(3) default in the making of any sinking fund payment (either
mandatory or optional), when and as such sinking fund payment shall
become due as provided in Article Eleven; or

(4) failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in
this Indenture contained in respect of the Debt Securities of such series
(other than a covenant or agreement in respect of the Debt Securities of
such series a default in the performance of which is elsewhere in this
Section specifically dealt with) for a period of 90 days after the date
on which written notice specifying such failure and requiring the Company
to remedy the same shall have been given by registered or certified mail,
return receipt requested, to the Company by the Trustee, or to the
Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of such series; or

(5) a decree or order by a court having jurisdiction in the
premises shall have been entered 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 the Federal Bankruptcy Code or any other applicable
Federal or State law, and such decree or order shall have continued
undischarged and unstayed for a period of 90 consecutive days; or a
decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency or sequestrator (or other similar official) of
the Company or of its property, or for the winding-up or liquidation of
its affairs, shall have been entered, and such decree or order shall have
remained in force undischarged and unstayed for a period of 90
consecutive days; or

(6) the Company shall institute proceedings to be adjudicated a
bankrupt or insolvent, or shall consent to the institution of a
bankruptcy or insolvency proceeding against it, or shall file a petition
or answer or consent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable Federal or State law, or shall
consent to the filing of any such petition, or shall consent to the
appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency or sequestrator (or other similar official) of
it or of its property, or shall make an
<PAGE> 48
39

assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due.

Section 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default described in paragraph (1), (2), (3), (4) or (6) (if the
Event of Default under paragraph (4) or (6) is with respect to less than all
series of Debt Securities then Outstanding) of Section 501 occurs and is
continuing with respect to any series, then and in each and every such case,
unless the principal of all the Debt Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Debt Securities of such series
then Outstanding hereunder (each such series acting as a separate class), by
notice in writing to the Company (and to the Trustee if given by Holders), may
declare the principal amount (or, if the Debt Securities of such series are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms of that series) of all Debt Securities of such series
and all accrued interest thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities of such series
contained to the contrary notwithstanding. If an Event of Default described in
paragraph (4) or (6) (if the Event of Default under paragraph (4) or (6) is
with respect to all series of Debt Securities then Outstanding), or (5) of
Section 501 occurs and is continuing, then and in each and every case, unless
the principal of all the Debt Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Debt Securities then Outstanding hereunder (treated
as one class), by notice in writing to the Company (and to the Trustee if given
by Holders), may declare the principal amount (or, if any Debt Securities are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms thereof) of all the Debt Securities then Outstanding
and all accrued interest thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable anything in this Indenture or the Debt Securities contained to the
contrary notwithstanding.

At any time after such a declaration of acceleration has been made
with respect to the Debt Securities of any series, 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 not less than a majority in
principal amount of the Outstanding Debt Securities of such 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 installments of interest on the Debt
Securities of such series,
<PAGE> 49
40

(B) the principal of (and premium, if any, on) any Debt
Securities of such series which have become due otherwise than by
reason of such declaration of acceleration, and interest thereon
at the rate or rates prescribed therefor by the terms of the Debt
Securities of such series, to the extent that payment of such
interest is lawful,

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

(D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and all other amounts due
the Trustee under Section 607; and

(2) all Events of Default with respect to such series of Debt
Securities, other than the nonpayment of the principal of the Debt
Securities of such series which have become due solely by reason of such
declaration of acceleration, have been cured or waived as provided in
Section 513.

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

Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee. The Company covenants that if

(1) default is made in the payment of any installment of interest
on any Debt Security or Coupon, if any, of any series when such interest
becomes due and payable, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Debt Security at the Maturity thereof, or

(3) default is made in payment of any sinking or purchase fund or
analogous obligation when the same becomes due by the terms of the Debt
Securities of any series,

and any such default continues for any period of grace provided with respect to
the Debt Securities of such series, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holder of any such Debt Security or
Coupon, if any, of such series (or the Holders of any such series in the case
of Clause (3) above), the whole amount then due and payable on any such Debt
Security of such series (or on the Debt Securities of any such
<PAGE> 50
41

series in the case of Clause (3) above) for principal (and premium, if any) or
interest, as the case may be, with interest, to the extent that payment of such
interest shall be legally enforceable, upon the overdue principal (and premium,
if any) and upon overdue installments of interest, at such rate or rates as may
be prescribed therefor by the terms of any such Debt Security or Coupon, if
any, of such series (or of Debt Securities of any such series in the case of
Clause (3) above); 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 and all other amounts due the Trustee under Section 607.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Debt
Securities of such series and collect the money adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Debt Securities, wherever situated.

If an Event of Default with respect to any series of Debt
Securities occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Debt
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 specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.

Section 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Debt
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceedings or otherwise,

(i) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the
Debt Securities and to file such other papers or documents as may be
necessary and advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all
other amounts due to the Trustee under Section 607) and of the
Securityholders allowed in such judicial proceeding, and
<PAGE> 51
42

(ii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by such
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

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

Section 505. Trustee May Enforce Claim Without Possession of Debt
Securities. All rights of action and claims under this Indenture or the Debt
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Debt Securities of such series or the production
thereof in any proceeding related 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 any other amounts due the
Trustee under Section 607, be for the ratable benefit of the Holders of the
Debt Securities of the series in respect of which such judgment has been
recovered.

Section 506. Application of Money Collected. Any money collected
by the Trustee with respect to a series of Debt Securities pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Debt
Securities of such series and Coupons, if any, appertaining thereto and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607.

SECOND: To the payment of the amounts then due and unpaid upon
the Debt Securities of that series for principal (and premium, if any)
and interest, in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Debt Securities for
principal (and premium, if any) and interest, respectively.
<PAGE> 52
43

Section 507. Limitation on Suits. No Holder of any Debt 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 Debt Securities
of such series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such 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 Debt Securities of such
series;

it being understood and intended that no one or more Holders of Debt Securities
of such series shall have any right in any manner whatsoever by virtue of, or
by availing of, any provision of this Indenture to effect, disturb or prejudice
the rights of any other Holders of Debt Securities of such series, or to obtain
or to seek to obtain priority or preference over any other Holders of Debt
Securities of such series or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and proportionate benefit of
all the Holders of all Debt Securities of such series.

Section 508. Unconditional Right of Securityholders to Receive
Principal, Premium and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Debt Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Debt Security on
the respective Stated Maturities expressed in such Debt Security (or, in the
case of redemption or repayment, on the Redemption Date or Repayment Date, as
the case may be) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.
<PAGE> 53
44

Section 509. Restoration of Rights and Remedies. If the Trustee
or any Securityholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Company, the Trustee
and the Securityholders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall
continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Debt Security 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
Securityholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Securityholders, as the case may be.

Section 512. Control by Securityholders. The Holders of a
majority in principal amount of the Outstanding Debt 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 Debt Securities of such
series, provided that

(1) the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with
this Indenture or if the Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would involve it in
personal liability or be unjustly prejudicial to the Holders not taking
part in such direction, and

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of any
series may on behalf of the
<PAGE> 54
45

Holders of all the Debt Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default
not theretofore cured

(1) in the payment of the principal of (or premium, if any) or
interest on any Debt Security of such series, or in the payment of any
sinking or purchase fund or analogous obligation with respect to the Debt
Securities 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 Debt Security of such series.

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

Section 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Debt Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or a group of Securityholders, holding in the
aggregate more than 25% in principal amount of the Outstanding Debt Securities
of any series to which the suit relates, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal or (premium,
if any) or interest on any Debt Security on or after the respective Stated
Maturities expressed in such Debt Security (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be).

Section 515. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the 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.
<PAGE> 55
46

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default with respect to any series of
Debt Securities,

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture with respect to
the Debt Securities of such series, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

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

(b) In case an Event of Default with respect to any series of
Debt Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Debt Securities of such series such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

(1) this subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

(2) 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;

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series relating to the time, method
and place of conducting any proceeding for any remedy available
<PAGE> 56
47

to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Debt Securities of such
series; and

(4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 602. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to Debt Securities of any
series, the Trustee shall transmit by mail to all Securityholders of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or in the payment of any sinking or purchase fund
installment or analogous obligation with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Securityholders
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Securityholders of such series shall be given until at
least 90 days after the occurrence thereof. For the purpose of this Section,
the term "default", with respect to Debt Securities of any series, means any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Debt Securities of such series.

Section 603. Certain Rights of Trustee. Except as otherwise
provided in Section 601:

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

(b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;
<PAGE> 57
48

(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 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 Securityholders pursuant to this Indenture,
unless such Securityholders 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,
note, bond, debenture 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 relevant books, records and premises of the Company,
personally or by agent or attorney; and

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

Section 604. Not Responsible for Recitals or Issuance of Debt
Securities. The recitals contained herein and in the Debt Securities, except
the 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 Debt Securities. The Trustee shall not be accountable for
the use or application by the Company of Debt Securities or the proceeds
thereof.

Section 605. Trustee May Hold Debt Securities. The Trustee, any
Paying Agent, the Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities and, subject to Sections
<PAGE> 58
49

608 and 613, 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 606. Money Held in Trust. Subject to the provisions of
Section 1003 hereof, all moneys in any currency or currencies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

Section 607. Compensation and Reimbursement. The Company agrees

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

(2) 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 this trust, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties
hereunder.

As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Debt Securities
upon all property and funds held or collected by Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or interest
on particular Debt Securities.

Section 608. Disqualification; Conflicting Interests. The
Trustee for the Debt Securities of any series issued hereunder shall be subject
to the provisions of Section 310(b) of the Trust Indenture Act during the
period of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Debt Securities of any series, there shall be excluded this
Indenture with respect to Debt Securities of any particular series of Debt
Securities other than that series. Nothing herein shall prevent the Trustee
from filing with the Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.
<PAGE> 59
50

Section 609. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder with respect to each series of Debt
Securities, which shall be either

(i) a corporation organized and doing business under the laws
of the United States of America or of any State of the United States of
America, authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by Federal or State authority,
or

(ii) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission,
authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional
trustees,

in either case having a combined capital and surplus of at least $50,000,000.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any Person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as Trustee
for the Debt Securities of any series issued hereunder. If at any time the
Trustee with respect to any series of Debt Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in Section 610.

Section 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 611.

(b) The Trustee may resign with respect to any series of Debt
Securities at any time by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee 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.

(c) The Trustee may be removed with respect to any series of Debt
Securities at any time by Act of the Holders of a majority in principal amount
of the Outstanding Debt Securities of that series, delivered to the Trustee and
to the Company.

(d) If at any time:
<PAGE> 60
51

(1) the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act pursuant to Section 608 with respect to any series of
Debt Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Debt Security of that
series for at least 6 months, or

(2) the Trustee shall cease to be eligible under Section 609 with
respect to any series of Debt Securities and shall fail to resign after
written request therefor by the Company or by any such Securityholder, or

(3) the Trustee shall become incapable of acting with respect to
any series of Debt Securities, or

(4) the Trustee 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 the series, or in the case of Clause (4), with respect
to all series, or (ii) subject to Section 514, any Securityholder who has been
a bona fide Holder of a Debt Security of such series for at least 6 months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the series, or, in the case of Clause (4),
with respect to all series.

(e) If the Trustee shall resign, be removed or become incapable
of acting with respect to any series of Debt Securities, or if a vacancy shall
occur in the office of the Trustee with respect to any series of Debt
Securities for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee for that series of Debt Securities. if, within one
year after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to such series of Debt Securities
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
such series and supersede the successor Trustee appointed by the Company with
respect to such series. If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Securityholders of such
series and accepted appointment in the manner hereinafter provided, subject to
Section 514, any Securityholder who has been a bona fide Holder of a Debt
Security of that series for at least 6 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 such series.
<PAGE> 61
52

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to any series and each appointment of a
successor Trustee with respect to any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Debt Securities
of that series as their names and addresses appear in the Security Register.
Each notice shall include the name of the successor Trustee and the address of
its principal Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor
Trustee shall become effective with respect to any series as to which it is
resigning or being removed as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the predecessor Trustee with respect to any such
series; but, on request of the Company or the successor Trustee, such
predecessor Trustee shall, upon payment of all amounts owed to it, if any,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in Section 607.
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.

In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the
Company, the predecessor Trustee and each successor Trustee with respect to the
Debt Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable (1) to transfer and to conform to and vest in each
successor Trustee all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Debt Securities of any series as to which the
appointments of such successor Trustee relates, and (2) to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Debt Securities of any series as to which the predecessor Trustee is not
being succeeded shall continue to be vested in the predecessor Trustee, and
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.
<PAGE> 62
53

No successor Trustee with respect to any series of Debt Securities
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to that series
under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt 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 Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities.

Section 613. Preferential Collection of Claims Against Company.
(a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within 3 months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Debt
Securities and the holders of other indenture securities (as defined in
Subsection (c) of this Section):

(1) an amount equal to any and all reduction in the amount due
and owing upon any claim as such creditor in respect of principal or
interest, effected after the beginning of such 3-month period and valid
as against the Company and its other creditors, except any such reduction
resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of
set-off which the Trustee could have exercised if a petition in
bankruptcy had been filed by or against the Company upon the date of such
default; and

(2) all property received by the Trustee in respect of any claim
as such creditor, either as security therefor, or in satisfaction or
composition thereof, or otherwise, after the beginning of such 3-month
period, or an amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of the Company and
its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee
<PAGE> 63
54

(A) to retain for its own account (i) payments made on account of
any such claim by any Person (other than the Company) who is liable
thereon, (ii) the proceeds of the bona fide sale of any such claim by the
Trustee to a third Person, and (iii) distributions made in cash,
securities or other property in respect of claims filed against the
Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the federal Bankruptcy Act or applicable State
law;

(B) to realize, for its own account, upon any property held by it
as security for any such claim, if such property was so held prior to the
beginning of such 3-month period;

(C) to realize, for its own account, but only to the extent of
the claim hereinafter mentioned, upon any property held by it as security
for any such claim, if such claim was created after the beginning of such
3-month period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall
sustain the burden of proving that at the time such property was so
received the Trustee had no reasonable cause to believe that a default as
defined in Subsection (c) of this Section would occur within 3 months; or

(D) to receive payment on any claim referred to in paragraph (B)
or against the release of any property held as security for such claim as
provided in paragraph (B) or (C), as the case may be, to the extent of
the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such 3-month period for property held as
security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor, such claim
shall have the same status as such pre-existing claim.

If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of other
indenture securities in such manner that the Trustee, the Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee and the Securityholders and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or
<PAGE> 64
55

receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to
the Federal Bankruptcy Act or applicable State law, whether such distribution
is made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Securityholders and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and
the Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

Any Trustee which has resigned or been removed after the beginning
of such 3-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such 3-month period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

(i) the receipt of property or reduction of claim, which would
have given rise to the obligation to account, if such Trustee had
continued as Trustee, occurred after the beginning of such 3-month
period; and

(ii) such receipt of property or reduction of claim occurred
within 3 months after such resignation or removal.

(b) There shall be excluded from the operation of Subsection (a)
of this Section a creditor relationship arising from:

(1) the ownership or acquisition of securities issued under any
indenture, or any security or securities having a maturity of one year or
more at the time of acquisition by the Trustee;
<PAGE> 65
56

(2) advances authorized by a receivership or bankruptcy court of
competent jurisdiction, or by this Indenture, for the purpose of
preserving any property which shall at any time be subject to the lien of
this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the circumstances
surrounding the making thereof is given to the Securityholders at the
time and in the manner provided in this Indenture;

(3) disbursements made in the ordinary course of business in the
capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depository, or other similar
capacity;

(4) an indebtedness created as a result of services rendered or
premises rented; or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in Subsection (c) of
this Section;

(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Company; or

(6) the acquisition, ownership, acceptance or negotiation of any
drafts, bills of exchange, acceptances or obligations which fall within
the classification of self-liquidating paper as defined in Subsection (c)
of this Section.

(1) The term "default" means any failure to make payment in full
of the principal of or interest on any of the Debt Securities or upon the
other indenture securities when and as such principal or interest becomes
due and payable.

(2) The term "other indenture securities" means securities upon
which the Company is an obligor outstanding under any other indenture (i)
under which the Trustee is also trustee, (ii) which contains provisions
substantially similar to the provisions of this Section, and (iii) under
which a default exists at the time of the apportionment of the funds and
property held in such special account.

(3) The term "cash transaction" means any transaction in which
full payment for goods or securities sold is made within 7 days after the
delivery of the goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon demand.

(4) The term "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the
<PAGE> 66
57

Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise
and which is secured by documents evidencing title to, possession of, or
a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received
by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance
or obligation.

(5) The term "Company" means any obligor upon the Debt Securities.

Section 614. Appointment of Authenticating Agent. At any time
when any of the Debt Securities remain Outstanding the Trustee, with the
approval of the Company, may appoint an Authenticating Agent or Agents with
respect to one or more series of Debt Securities which shall be authorized to
act on behalf of the Trustee to authenticate Debt Securities of such series
issued upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Debt Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Debt Securities by
the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as an Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and, if other than the Company itself, subject to
supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such
<PAGE> 67
58

corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and, if other than the Company, to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and, if other than
the Company, to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee, with the approval of the Company, may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Debt Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

If an appointment with respect to one or more series is made
pursuant to this Section, the Debt Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:
<PAGE> 68
59

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

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee

By:
------------------------
As Authenticating Agent

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

ARTICLE SEVEN

Securityholders' Lists and Reports by
Trustee and Company

Section 701. Company To Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee:

(1) semi-annually, not later than December 15 and June 15 in each
year in such form as the Trustee may reasonably require, a list of the
names and addresses of the Holders of Debt Securities of each series as
of such date, and

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

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

Section 702. Preservation of Information; Communications to
Securityholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Debt Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Debt Securities received
by the Trustee in its capacity as Security Registrar. The Trustee may
<PAGE> 69
60

destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

(b) If 3 or more Holders of Debt Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Debt Security of such series for a period of at least 6 months preceding the
date of such application, and such application states that the applicants
desire to communicate with other Holders of Debt Securities of such series or
with the Holders of all Debt Securities with respect to their rights under this
Indenture or under such Debt Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within 5 Business Days after the receipt of such
application, at its election, either

(i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 702(a), or

(ii) inform such applicants as to the approximate number of
Holders of Debt Securities of such series or all Debt Securities, as the
case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 702(a),
and as to the approximate cost of mailing to such Securityholders the
form of proxy or other communication, if any, specified in such
application,

If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Debt Security of such series or to all
Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
702(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within 5 days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all
Securityholders, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all
Securityholders of such series or all Securityholders, as the case may be, with
reasonable promptness after the
<PAGE> 70
61

entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

(c) Every Holder of Debt Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Debt Securities in
accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

Section 703. Reports by Trustee. (a) The term "reporting date"
as used in this Section means May 15. Within 60 days after the reporting date
in each year, beginning in 1994, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register,
a brief report dated as of such reporting date with respect to any of the
following events which may have occurred during the twelve months preceding the
date of such report (but if no such event has occurred within such period, no
report need be transmitted):

(1) any change to its eligibility under Section 609 and its
qualifications under Section 608;

(2) the creation of or any material change to a relationship
specified in Section 310(b) (1) through Section 310(b)(10) of the Trust
Indenture Act;

(3) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report, and for the reimbursement of which it claims or may claim a lien
or charge, prior to that of Debt Securities of any series, on any
property or funds held or collected by it as Trustee, except that the
trustee shall not be required (but may elect) to report such advances if
such advances so remaining up and aggregate not more than 1/2 of 1% of
the principal amount of the Debt Securities of such series Outstanding on
the date of such report;

(4) any change to the amount, interest rate and maturity date of
all other indebtedness owing by the Company (or by any other obligor on
the Debt Securities) to the Trustee in its individual capacity, on the
date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based on a creditor
relationship arising in any manner described in Section 613(b)(2), (3),
(4), or (6);
<PAGE> 71
62

(5) any change to the property and funds, if any, physically in
the possession of the Trustee as such on the date of such report;

(6) any additional issue of Debt Securities which the Trustee has
not previously reported; and

(7) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which in its
opinion materially affects the Debt Securities, except action in respect
of a default, notice of which has been or is to be withheld by the
Trustee in accordance with Section 602.

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

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

Section 704. Reports by Company. The Company will

(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents or reports pursuant to either of
said Sections, then it will file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and
<PAGE> 72
63

registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;

(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and

(3) transmit by mail to all Securityholders, as their names and
addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

Consolidation, Merger, Sale or Conveyance

Section 801. Consolidations and Mergers of Company and
Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate with, or sell or convey all or substantially all of its assets to,
or merge into, any other corporation, provided that in any such case, (i) the
successor corporation shall be a corporation organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such corporation shall expressly assume the due and punctual
payment of the principal of (and premium, if any) and interest and sinking fund
payments on all the Debt 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 by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) such successor corporation shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition. Any such assumption of
obligations under this Indenture by a successor Person shall be evidenced by an
indenture supplemental hereto, in form acceptable to the Trustee, executed and
delivered by the successor Person to the Trustee. The Trustee may receive and
shall be fully protected in relying upon an Opinion of Counsel and Officers'
Certificate as conclusive evidence that any such supplemental indenture
complies with the conditions and provisions of this Article.

Section 802. Rights and Duties of Successor Corporation. In case
of any consolidation, merger, sale or conveyance and upon any such assumption
by the successor corporation, such successor corporation shall succeed to and
be substituted for the Company,
<PAGE> 73
64

with the same effect as if it had been named herein and the predecessor
corporation shall be relieved of any further obligation under this Indenture.
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 Debt
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 Debt Securities which previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Debt Securities which such successor corporation thereafter shall cause
to be signed and delivered to the Trustee for that purpose.

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

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Debt Securities,
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 herein and in the Debt Securities contained; or

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

(3) 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; or
<PAGE> 74
65

(4) to add to this Indenture such provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
at the date as of which this instrument was executed or any corresponding
provision in any similar federal statute hereafter enacted; or

(5) to establish any form of Debt Security, as provided in
Article Two, and to provide for the issuance of any series of Debt
Securities as provided in Article Three and to set forth the terms
thereof, and/or to add to the rights of the Holders of the Debt
Securities of any series; or

(6) to evidence and provide for the acceptance of appointment by
another corporation as a successor Trustee hereunder with respect to one
or more series of Debt Securities 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 Section 611; or

(7) to add any additional Events or Default in respect of the
Debt Securities of any or all series (and if such additional Events of
Default are to be in respect or less than all series of Debt Securities,
stating that such Events of Default are expressly being included solely
for the benefit of one or more specified series); or

(8) to provide for the issuance of Debt Securities in coupon as
well as fully registered form.

Section 902. Supplemental Indentures with Consent of
Securityholders. With the consent of the Holders of not less than 66-2/3% in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture or indentures, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by the Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of
each such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby,

(1) change the Maturity of the principal of or the Stated
Maturity of any premium on, or any installment of interest on, any Debt
Security, or reduce the principal amount thereof or the interest or any
premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any Place of
Payment where, or the coin or currency in which, any Debt Security or any
premium or interest thereon is payable, or change the coin or currency in
which
<PAGE> 75
66

any Debt Security is denominated, or impair the right to institute suit
for the enforcement of any such payment on or after the Maturity, as the
case may be, thereof (or, in the case of redemption or repayment, on or
after the Redemption Date or the Repayment Date, as the case may be); or

(2) reduce the percentage in principal amount of the Outstanding
Debt Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences, provided
for in this Indenture; or

(3) modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Debt Security
affected thereby.

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 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 this Indenture of the Holders of Debt Securities of any other
series.

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

Section 903. Execution of Supplemental Indenture. In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Debt
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.
<PAGE> 76
67

Section 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

Section 906. Reference in Debt Securities to Supplemental
Indentures. Debt 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 Debt 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 Debt Securities including any Coupons of
such series.

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest. With
respect to each series of Debt Securities, the Company will duly and punctually
pay the principal of (and premium, if any) and interest on such Debt Securities
in accordance with their terms and this Indenture, and will duly comply with
all the other terms, agreements and conditions contained in, or made in this
Indenture for the benefit of, the Debt Securities of such series.

The interest on Debt 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 Debt Security for notation thereon of
the payment of such interest.

Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Debt Securities may
be presented or surrendered for payment, where Debt Securities may be
surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
of any change in the location, of such office or agency. If at any time the
Company shall fail to maintain such 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 principal Corporate Trust Office of
the Trustee, Attention: Corporate
<PAGE> 77
68

Trust Department, and the Company hereby appoints the Trustee 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 United States of
a Bearer Security or coupon for payment, even if the payment would be credited
to an account located outside the United States; provided, however, that, if
the Debt Securities of a series are denominated and payable in United States
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 United
States 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 Debt Securities (including Coupons, if any) of
one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for Debt
Securities (including 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 1003. Money for Debt Security Payments to Be Held in
Trust. If the Company shall at any time act as its own Payment Agent for any
series of Debt Securities, it will, on or before each due date of the principal
of (and premium, if any) or interest on any of the Debt Securities of such
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 to act.

Whenever the Company shall have one or more Paying Agents for any
series of Debt Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Debt Securities of such series,
deposit with any such paying Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal (and premium, if any)
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of it action or failure so to act.
<PAGE> 78
69

The Company will cause each Paying Agent other than the Trustee
for any series of Debt Securities to execute and deliver to the Trustee any
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 principal of (and
premium, if any) or interest on Debt Securities of such 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 Debt Securities of such series) in the making of
any such payment of principal (and premium, if any) or interest on the
Debt Securities of such series; 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 with respect to any series of Debt
Securities 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 in respect of each and every series of Debt Securities as to which
it seeks to discharge this Indenture or, if for any other purpose, all sums so
held in trust by the Company in respect of all Debt Securities, 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 Debt Security of any series and remaining unclaimed
for two years after such principal (and premium if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the holder of
such Debt Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease. The Trustee or such Paying
Agency, before being required to make any such repayment, may at the expense of
the Company mail to the Holders of the Debt Securities for which the money to
be repaid was held in trust, as their names and addresses appear in the
Security Register, a notice that such moneys remain unclaimed and that, after a
date specified in the notice, which shall not be less than 30 days from the
date on which the
<PAGE> 79
70

notice was first mailed to the Holders of the Debt Securities for which the
money to be repaid was held in trust, any unclaimed balance of such moneys then
remaining will be paid to the Company free of the trust formerly impressed upon
it.

The Company initially authorizes the Trustee to act as Paying
Agent for the Debt Securities on its behalf. The Company may at any time and
from time to time authorize one or more Persons to act as Paying Agent in
addition to or in place of the Trustee with respect to any series of Debt
Securities issued under this Indenture.

Section 1004. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company stating that

(1) a review of the activities of the Company during such year
and of its performance under this Indenture and under the terms of the
Debt Securities has been made under his supervision; and

(2) to the best of his knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture and has
complied with all conditions and covenants on its part contained in this
Indenture through such year, or, if there has been a default in the
fulfillment of any such obligation, covenant or condition, specifying
each such default known to him and the nature and status thereof.

For the purpose of this Section 1004, default and compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

Section 1005. Legal Existence. Subject to Article Eight the
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence.

Section 1006. Limitations on Liens. The Company will not, nor
will it permit any Subsidiary to, secure indebtedness for money borrowed by
incurring, creating or assuming any mortgage, lien, pledge, security interest
or other encumbrance (mortgages, liens, pledges, security interests and other
encumbrances (but not including any rights of set-off arising by contract,
operation of law or otherwise) being hereinafter in this Article Ten called
"Liens") upon any Restricted Property without effectively providing that the
Debt Securities then Outstanding (together with, if the Company so determines,
any other indebtedness then existing and any other indebtedness or obligation
thereafter created ranking equally with the Debt Securities then Outstanding)
shall be secured equally and ratably with
<PAGE> 80
71

(or prior to) such indebtedness so long as such indebtedness shall be so
secured, except that the foregoing provisions shall not apply to:

(a) with respect to any series of Debt Securities, any Lien
existing on the date of the issuance of such series;

(b) Liens on property of any corporation existing at the time
such corporation first becomes a Subsidiary;

(c) Liens on property existing at the time of acquisition thereof
or incurred to secure the payment of all or part of the purchase price
thereof or to secure indebtedness incurred prior to, at the time of, or
within 12 months after, the acquisition of such property for the purpose
of financing all or part of the purchase price thereof and any Lien to
secure indebtedness which is in excess of the purchase price (provided
such Liens are limited to such property and improvements thereon);

(d) Liens securing all or part of the cost of exploration,
drilling, development, operation, construction, alteration, repair or
improvement of the properties subject thereof, or to secure indebtedness
incurred prior to, at the time of, or within 12 months after, the
completion of such exploration, drilling, development, operation,
construction, alteration, repair or improvement of such property for the
purpose of financing all or part of such cost and any Lien to secure
indebtedness in excess of such cost (provided such Liens are limited to
such properties and improvements thereon);

(e) Liens which secure only indebtedness owing to the Company or
another Subsidiary by any Subsidiary; or

(f) Liens securing any industrial development, pollution control,
or similar revenue bond; or

(g) any extension, renewal or replacement of any of the Liens
referred to in subdivisions (a) through (f) above or the indebtedness
secured thereby; provided that the principal amount of the indebtedness
secured by any Lien extended, renewed or replaced shall not exceed the
principal amount thereof immediately prior to extension, renewal or
replacement and that such extension, renewal or replacement Lien shall be
limited to all or part of the property that secured the Lien extended,
renewed or replaced (plus improvements on such property).

The covenant contained in this Section 1006 is subject to the provision
for exempted transactions in Section 1008.
<PAGE> 81
72

Section 1007. Limitation on Sale and Leaseback Transactions. The
Company shall not enter into any Sale and Leaseback Transaction, nor permit any
Subsidiary owning Restricted Property so to do, unless either:

(a) the Company or such Subsidiary would be entitled to have a
Lien placed on a Restricted Property to secure a Debt, in a principal
amount at least equal to the Attributable Debt in respect of such Sale
and Leaseback Transaction, without equally and ratably securing the
Outstanding Debt Securities without violating Section 1006, or

(b) the Company, during the six months immediately following the
effective date of such Sale and Leaseback Transaction, causes to be
applied to (A) the acquisition of Restricted Property or (B) the
voluntary retirement of Debt Securities or Funded Debt (whether by
redemption, defeasance, repurchase or otherwise) an amount equal to the
Attributable Debt in respect of such Sale and Leaseback Transaction
(crediting to the amount applied pursuant to this clause (B) the
principal amount of any Debt Securities or Funded Debt delivered to the
Trustee for retirement or cancellation during the six months immediately
following the effective date of such Sale and Leaseback Transaction).

The covenant contained in this Section 1007 is subject to the
provision for exempted transactions in Section 1008.

Section 1008. Exempted Transactions. Notwithstanding the
provisions contained in Sections 1006 and 1007, the Company and its
Subsidiaries may incur, create or assume Liens on Restricted Properties without
securing the Outstanding Debt Securities, or enter into Sale and Leaseback
Transactions described in Section 1007 without obligating the Company to retire
Debt Securities or Funded Debt, or do any combination of any of the foregoing,
if, immediately thereafter or as a result thereof, the sum of (i) the principal
amount of the indebtedness secured by Liens the incurrence, creation or
assumption of which would otherwise have required that the Company secure the
Outstanding Debt Securities pursuant to Section 1006, plus (ii) the
Attributable Debt in respect of all leases entered into by the Company and
Subsidiaries in Sale and Leaseback Transactions described in Section 1007
relating to Restricted Properties sold or transferred by the Company or a
Subsidiary after the date of this Indenture and by reason of which the Company
would otherwise have been required to retire Debt Securities or Funded Debt
(less the amount of Debt Securities and Funded Debt retired by the Company
pursuant to Section 1007(b)), does not exceed 10% of the Consolidated Net
Tangible Assets of the Company and its consolidated subsidiaries.

Section 1009. Waiver of Certain Covenants. The Company may omit
in respect of any series of Debt Securities, in any particular instance, to
comply with any covenant or condition set forth in Sections 1006 and 1007, if
before or after the time for such compliance the Holders of at least 66 2/3% in
principal amount of the Debt Securities at
<PAGE> 82
73

the time Outstanding of such series shall, by Act of such Securityholders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant 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 covenant or condition shall remain
in full force and effect.

ARTICLE ELEVEN

Redemption of Debt Securities

Section 1101. Applicability of Article. The Company may reserve
the right to redeem and pay before Stated Maturity all or any part of the Debt
Securities of any series, either by optional redemption, sinking or purchase
fund or analogous obligation or otherwise, by provision therefor in the form of
Debt Security for such series established and approved pursuant to Section 202
and on such terms as are specified in such form or in the indenture
supplemental hereto with respect to Debt Securities of such series as provided
in Section 301. Redemption of Debt Securities of any series shall be made in
accordance with the terms of such Debt Securities and, to the extent that this
Article does not conflict with such terms, the succeeding Sections of this
Article.

Section 1102. Election To Redeem; Notice to Trustee. The
election of the Company to redeem any Debt Securities redeemable at the
election of the Company shall be evidenced by, or pursuant to authority granted
by, a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Debt Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Debt Securities
of such series and the Tranche (as defined in Section 1103) to be redeemed.

In the case of any redemption of Debt Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, or (ii) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Debt Securities, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

Section 1103. Selection by Trustee of Debt Securities to Be
Redeemed. If less than all the Debt Securities of like tenor and terms of any
series are to be redeemed, the particular Debt Securities to be redeemed shall
be selected not less than 30 nor more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of
<PAGE> 83
74

such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may include provision for the
election for redemption of portions of the principal of Debt Securities of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of that series. Unless otherwise provided in the terms of a
particular series of Debt Securities, the portions of the principal of Debt
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Debt Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Debt Securities of such
series. If less than all the Debt Securities of unlike tenor and terms of any
series are to be redeemed, the particular series of Debt Securities to be
redeemed shall be selected by the Company.

The Trustee shall promptly notify the Company in writing of the
Debt Securities selected for redemption and, in the case of any Debt Security
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 Debt Securities shall
relate, in the case of any Debt Security redeemed or to be redeemed only in
part, to the portion of the principal of such Debt Security which has been or
is to be redeemed.

Section 1104. Notice of Redemption. Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Debt Securities to
be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if less than all Outstanding Debt Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Debt Securities to
be redeemed, from the Holder to whom the notice is given; and, if only
Bearer Securities of any series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities, that last date on
which exchange of Bearer Securities for Registered Securities not subject
to redemption may be made;

(4) that payment will be made upon the presentation and surrender
of the applicable Debt Securities;
<PAGE> 84
75

(5) that all Coupons, if any, maturing subsequent to the date
fixed for redemption shall be void;

(6) that any interest accrued to the Redemption Date will be paid
as specified in said notice;

(7) that on the Redemption Date the Redemption Price will become
due and payable upon each such Debt Security or portion thereof, and that
interest, if any, thereon shall cease to accrue from and after said
Redemption Date;

(8) the place where such Debt Securities are to be surrendered
for payment of the Redemption Price, which shall be the office or agency
of the Company in the Place of Payment; and

(9) that the redemption is on account of a sinking or purchase
fund, or other analogous obligation, if that is the case.

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

Section 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of all the Debt Securities which are to be redeemed on that
date.

Section 1106. Debt Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Debt 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 Redemption Date
(unless the Company shall default in the payment of the Redemption Price) such
Debt Securities shall cease to bear interest. Upon surrender of such notice of
redemption, such Debt Securities (including Coupons, if any) shall be paid by
the Company at the Redemption Price. Unless otherwise provided with respect to
such Debt Securities pursuant to Section 301, installments of interest the
Maturity of which is on or prior to the Redemption Date shall be payable to
the Holders of such Debt Securities registered as such on the relevant Regular
Record Dates according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all
<PAGE> 85
76

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 this Indenture.

If any Debt Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Debt Security, or as
otherwise provided in such Debt Security.

Section 1107. Debt Securities Redeemed in Part. Any Debt
Security (including Coupons, if any) which is to be redeemed only in part shall
be surrendered at the office or agency of the Company in the Place of Payment
with respect to that series (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 Debt Security
without service charge, a new Debt Security or Debt Securities (with
appropriate Coupons, if any, attached) of the same series and Maturity and of
like tenor and terms, of any authorized denomination as requested by such
Holder in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security (including Coupons, if
any) so surrendered.

Section 1108. Provisions with Respect to any Sinking Funds.
Unless the form or terms of any series of Debt Securities shall provide
otherwise, in lieu of making all or any part of any mandatory sinking fund
payment with respect to such series of Debt Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Debt Securities
of such series theretofore acquired by the Company, or (2) receive credit for
any Debt Securities of such series (not previously so credited) acquired by the
Company (including by way of optional redemption (pursuant to the sinking fund
or otherwise) but not by way of mandatory sinking fund redemption) and
theretofore delivered to the Trustee for cancellation, and if it does so then
(i) Debt Securities so delivered or credited shall be credited at the
applicable sinking fund Redemption Price with respect to Debt Securities of
such series, and (ii) on or before the 60th day next preceding each sinking
fund Redemption Date with respect to such series of Debt Securities, the
Company will deliver to the Trustee (A) an Officers' Certificate specifying the
portions of such sinking fund payment to be satisfied by payment of cash and by
delivery or credit of Debt Securities of such series acquired by the Company,
and (B) such Debt Securities, to the extent not previously
<PAGE> 86
77

surrendered. Such Officers' Certificate shall also state the basis for such
credit and that the Debt Securities for which the Company elects to receive
credit have not been previously so credited and were not acquired by the
Company through operation of the mandatory sinking fund, if any, provided with
respect to such Debt Securities and shall also state that no Event of Default
with respect to Debt Securities of such series has occurred and is continuing.
All Debt Securities so delivered to the Trustee shall be cancelled by the
Trustee and no Debt Securities shall be authenticated in lieu thereof.

If the sinking fund payment or payments (mandatory or optional)
with respect to any series of Debt Securities made in cash plus any unused
balance of any preceding sinking fund payments with respect to Debt Securities
of such series made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request), unless otherwise provided by the terms of such
series of Debt Securities, that cash shall be applied by the Trustee on the
sinking fund Redemption Date with respect to Debt Securities of such series
next following the date of such payment to the redemption of Debt Securities of
such series at the applicable sinking fund Redemption Price with respect to
Debt Securities of such series, together with accrued interest, if any, to the
date fixed for redemption, with the effect provided in Section 1106. The
Trustee shall select, in the manner provided in Section 1103, for redemption on
such sinking fund Redemption Date a sufficient principal amount of Debt
Securities of such series to utilize that cash and shall thereupon cause notice
of redemption of the Debt Securities of such series to be given in the manner
provided in Section 1104 (and with the effect provided in Section 1106) for the
redemption of Debt Securities in part at the option of the Company. Any
sinking fund moneys not so applied or allocated by the Trustee to the
redemption of Debt Securities of such series shall be added to the next cash
sinking fund payment with respect to Debt Securities of such series received by
the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 1108. Any and all sinking fund moneys with
respect to Debt Securities of any series held by the Trustee at the Maturity of
Debt Securities of such series, and not held for the payment or redemption of
particular Debt Securities of such series, shall be applied by the Trustee,
together with other moneys, if necessary, to be deposited sufficient for the
purpose, to the payment of the principal of the Debt Securities of such series
at Maturity.

On or before each sinking fund Redemption Date provided with
respect to Debt Securities of any series, the Company shall pay to the Trustee
in cash a sum equal to all accrued interest, if any, to the date fixed for
redemption on Debt Securities to be redeemed on such sinking fund Redemption
Date pursuant to this Section 1108.

***************
<PAGE> 87
78

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.

AMERICAN CYANAMID COMPANY,

--------------------------------
Name:
Title:

Attest:

- ---------------------------------
Name:
Title:

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),

-------------------------------------
Name:
Title:

Attest:

- ---------------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 5.1

March 30, 1994

Board of Directors
American Cyanamid Company

Dear Sirs:

As Vice President and General Counsel of American Cyanamid Company
(the "Company"), I am familiar with the Registration Statement (No. 33- )
on Form S-3 (the "Registration Statement") relating to the registration under
the Securities Act of 1933 (the "Act") of debt securities of the Company to be
issued in one or more series in an aggregate principal amount not to exceed
$600,000,000 (the "Debt Securities").

I am of the opinion that, when the Registration Statement has become
effective under the Act, the indenture relating to the Debt Securities (the
"Indenture") has been duly authorized, executed and delivered, the terms of the
Securities and their issue and sale have been duly established in conformity
with the Indenture and so as not to violate any applicable law or agreement or
instrument then binding on the Company, the Debt Securities have been duly
executed and authenticated in accordance with such Indenture, and the Debt
Securities have been duly issued and delivered against payment therefor in the
manner set forth in the Indenture, the Debt Securities will have been legally
issued, will constitute valid and binding obligations of the Company, will be
entitled to the benefits of the Indenture and will be enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law).

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Opinion" in the prospectus forming part of the Registration Statement. In
giving this consent, I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act.

Very truly yours,

Joseph S. McAuliffe

<PAGE> 1

EXHIBIT 12.1

AMERICAN CYANAMID COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS OF DOLLARS, EXCEPT RATIO AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------

1993 1992(1) 1991(1) 1990(1) 1989(1)
---- ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
EARNINGS
--------

Earnings <Loss> from $(111.8)(2) $555.0 $507.0 $378.0(3) $394.8
continuing
operations before
income taxes

Add:
Fixed Charges $ 82.2 $ 77.9 $ 78.4 $114.4 $174.0

Less:
Capitalized
interest $ (4.6) $ (4.0) $(11.0) $(13.5) $(14.0)
------- ------ ------ ------ ------

Total Earnings<Loss> $ (34.2) $628.9 $574.4 $478.9 $554.8
======== ====== ====== ====== ======

FIXED CHARGES
-------------

Interest and debt
expenses $ 62.4 $ 58.8 $ 53.7 $ 88.4 $147.7

Add:
Capitalized interest $ 4.6 $ 4.0 $ 11.0 $ 13.5 $ 14.0

Add:
One-third of rental expense
$ 15.2 $ 15.1 $ 13.7 $ 12.5 $ 12.3
------- ------ ------ ------ ------

Total Fixed Charges $ 82.2 $ 77.9 $ 78.4 $114.4 $174.0
======= ====== ====== ====== ======

RATIO OF EARNINGS TO FIXED
CHARGES * 8.07 7.33 4.19(3) 3.19
======= ====== ====== ====== ======
</TABLE>

- ----------------------------------
<PAGE> 2
* Calculation of the ratio results in an amount that is less than one.
The amount of earnings coverage deficiency for the fiscal year ended
December 31, 1993 was $116.4.(2)

(1) Restated for discontinued operations related to the spin-off of Cytec
Industries Inc. in 1993.

(2) Includes one-time, pre-tax charges of $383.6 related to the
acquisition of Immunex Corporation and $207.9 related to a companywide
restructuring program. Excluding these charges, the ratio of earnings
to fixed charges would have been 6.78.

(3) Includes a pre-tax special charge of $97.2 associated primarily with
the curtailment and consolidation of certain product lines. Excluding
this charge, the ratio of earnings to fixed charges would have been
5.04.

<PAGE> 1

EXHIBIT 23.1

ACCOUNTANTS' CONSENT

The Board of Directors
American Cyanamid Company:

We consent to the use of our reports incorporated herein by reference and to
the reference to our Firm under the heading "Experts" in the prospectus. Our
reports refer to the adoption of the provisions of Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", and No. 109, "Accounting for Income Taxes",
effective January 1, 1993.

KPMG Peat Marwick

Short Hills, New Jersey
March 29, 1994

<PAGE> 1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director or an
officer, or both, of American Cyanamid Company ("Cyanamid"), does hereby make,
constitute and appoint A. J. Costello, T. D. Martin, J. S. McAuliffe, and R. D.
Reisman, the address of each of whom is in care of Cyanamid, One Cyanamid
Plaza, Wayne, New Jersey 07470, and each of them, the true and lawful attorney
for the undersigned, with full power of substitution and revocation to each for
the undersigned, and in the name, place, and stead of the undersigned, to sign
in any and all capacities and to file or cause to be filed with the Securities
and Exchange Commission a Registration Statement on Form S-3, pursuant to the
Securities Act of 1933, as amended, and any and all amendments and post-
effective amendments thereto, and all documents related thereto, for the
registration of up to $600,000,000 aggregate initial public offering price of
debt securities, hereby giving to each of such attorneys full power to do
everything whatsoever required or necessary to be accomplished in and about the
premises as fully as the undersigned could do if personally present, hereby
ratifying and confirming all that such attorneys or substitutes or any of them
shall lawfully do or cause to be done by virtue thereof.