FINA INC, 8-K, 1996-08-02

FINA INC
8-K, 1996-08-02
PETROLEUM REFINING

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: July 17, 1996
(Date of earliest event reported)

FINA, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 1-4014 13-1820692
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)

8350 North Central Expressway
Fina Plaza
Dallas, Texas 75206
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (214) 750-2400
<PAGE> 2
Item 5. Other Events.

Reference is hereby made to the Registration Statement on Form S-3
(Registration Nos. 333-06903 and 333-06903-01) of Fina Oil and Chemical
Company, a Delaware corporation and wholly-owned subsidiary of the Registrant
("FOCC"), and the Registrant, filed with the Securities and Exchange Commission
( the "Commission") on June 26, 1996, as amended by Amendment No. 1 thereto on
July 3, 1996, and declared effective on July 8, 1996 (the "Registration
Statement"), relating to the registration of $150,000,000 aggregate principal
amount of senior debt securities of various series (the "Securities") and the
related guarantee thereof by the Registrant, for offer and sale in accordance
with the applicable provisions of the Securities Act of 1933, as amended, by
FOCC.

On July 17, 1996, the Registrant and FOCC entered into an Underwriting
Agreement dated such date (the "Underwriting Agreement") with Chase Securities
Inc., Morgan Stanley & Co. Incorporated and NationsBanc Capital Markets, Inc.
(collectively, the "Underwriters"), relating to the proposed purchase by the
Underwriters of the Securities covered by the Registration Statement. A copy
of the Underwriting Agreement in the form in which it was executed is filed
herewith as Exhibit 1(a).

Pursuant to the Underwriting Agreement, on July 17, 1996, the
Registrant and FOCC entered into a Pricing Agreement dated such date (the
"Pricing Agreement") with the Underwriters, relating to $125,000,000 aggregate
principal amount of FOCC's 6 7/8% Notes due 2001 (the "Notes") covered by the
Registration Statement. The Pricing Agreement provides for the purchase by the
Underwriters on July 22, 1996 of the Notes in accordance with the terms set
forth therein. A copy of the Pricing Agreement in the form in which it was
executed is filed herewith as Exhibit 1(b).

The Registrant and FOCC entered into an Indenture, dated as of July
22, 1996, with Texas Commerce Bank National Association, as trustee (the
"Trustee"), with respect to the Securities. A copy of the Indenture in the
form in which it was executed is incorporated herein by reference as Exhibit
4(a).

Pursuant to the Indenture, the Registrant, FOCC and the Trustee
entered into an Indenture Supplement, dated as of July 22, 1996, providing for
the issuance of the Notes (the "Indenture Supplement"). A copy of the
Indenture Supplement in the form in which it was executed is filed herewith as
Exhibit 4(b).

Item 7. Financial Statements and Exhibits.

Exhibit No. Description
----------- -----------

1(a) Underwriting Agreement, dated July 17, 1996, by and
among the Registrant, FOCC and the Underwriters

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<PAGE> 3
1(b) Pricing Agreement, dated July 17, 1996, by and among
the Registrant, FOCC and the Underwriters

4(a) Indenture, dated as of July 22, 1996, by and among
the Registrant, FOCC and the Trustee.

4(b) Indenture Supplement, dated as of July 22, 1996, with
respect to the Notes, by and among the Registrant,
FOCC and the Trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

FINA, INC.

July 30, 1996 By: /S/ Cullen M. Godfrey
--------------------------------
Cullen M. Godfrey,
Senior Vice President, Secretary
and General Counsel

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<PAGE> 4
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1(a) Underwriting Agreement, dated July 17, 1996, by and among the Registrant,
FOCC and the Underwriters

1(b) Pricing Agreement, dated July 17, 1996, by and among the Registrant, FOCC
and the Underwriters

4(a) Indenture, dated as of July 22, 1996, by and among the Registrant, FOCC and
the Trustee

4(b) Indenture Supplement, dated as of July 22, 1996, with respect to the Notes,
by and among the Registrant, FOCC and the Trustee

</TABLE>

- 4 -

<PAGE> 1

FINA OIL AND CHEMICAL COMPANY

Senior Debt Securities

FINA, INC.

Guarantor of Senior Debt Securities

UNDERWRITING AGREEMENT

July 17, 1996

To the Representatives of the
several Underwriters named
in the respective Pricing
Agreements hereinafter
described.

Dear Sirs:

From time to time Fina Oil and Chemical Company, a Delaware
corporation (the "Company"), and FINA, Inc., a Delaware corporation (the
"Guarantor"), propose to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein), certain of the Company's senior debt securities as
guaranteed by the Guarantor (collectively, the "Securities") specified in
Schedule II to such Pricing Agreement (with respect to such Pricing Agreement,
the "Designated Securities").

The term and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

1. Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Securities, for whom you, designated
as representatives of the Underwriters of such Securities in the Pricing
Agreement relating thereto, will act as representatives (the
"Representatives"). The term "Representative" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. This Underwriting
Agreement (this "Agreement") shall not be construed as an obligation of the
Company or the Guarantor to sell any of the Securities or as an obligation of
any of the Underwriters to purchase any of the Securities. The obligation of
the Company and the Guarantor to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any of the Securities shall
be evidenced by the Pricing Agreement with respect to the

<PAGE> 2
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

2. The Company and the Guarantor represent and warrant to, and
agree with, each of the Underwriters that:

(a) A registration statement (File No. 333-06903) in
respect of the Securities has been filed with the Securities and
Exchange Commission (the "Commission") in the form heretofore
delivered or to be delivered to the Representatives and, excluding
exhibits to such registration statement, to the Representatives for
each of the other Underwriters, and such registration statement in
such form has been declared effective by the Commission and no stop
order suspending the effectiveness of such registration statement has
been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in
such registration statement being hereinafter called a "Preliminary
Prospectus;" the various parts of such registration statement,
including all exhibits thereto (other than the Statement of
Eligibility Under the Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee, on Form T-1), each as amended, at the
time such part became effective, being hereinafter collectively called
the "Registration Statement;" the prospectus relating to the
Securities and the prospectus supplement relating to any particular
issuance of Designated Securities, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission on
or prior to the date of this Agreement (which prospectus supplement
shall be in all substantive respects in the form furnished to the
Representatives, except to the extent the Representatives otherwise
agree), being hereinafter collectively called the "Prospectus;" any
reference herein to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities
Act of 1933, as amended (the "Act"), as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary Prospectus
or Prospectus shall be deemed to refer to and include any documents
filed after such date under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporated by reference in such
amendment or supplement; and any reference to the Prospectus, as
amended or supplemented, shall be deemed to refer to the Prospectus as
amended or supplemented in relation to the applicable Designated
Securities in the form in which it is first filed, or transmitted for
filing, with the Commission pursuant to Rule 424 under the Act,
including any documents incorporated by reference therein as of the
date of such filing or transmission);

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<PAGE> 3
(b) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder and none of such
documents contained an untrue statement of material fact required to
be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the requirements
of the Exchange Act and the rules and regulations of the Commission
thereunder and will 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;

(c) Each part of the Registration Statement and the
Prospectus conforms, and any amendments or supplements to the
Registration Statement or the Prospectus will conform, on the date of
filing thereof with the Commission, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), as applicable, and the rules and
regulations of the Commission thereunder; the Registration Statement
and any amendment thereto, as of the applicable effective date, did
not or will 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; the Prospectus and any
supplement thereto, as of the applicable filing date, did not or will
not include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of an Underwriter of Designated Securities expressly for use
in the Prospectus, as amended or supplemented, relating to such
Securities;

(d) Neither the Guarantor, the Company nor any of their
respective subsidiaries has sustained since the date of the latest
audited consolidated financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree, resulting in a material adverse
effect on the business, assets, financial position or prospects of the
Guarantor and its subsidiaries taken as a whole, or the Company and
its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, except as otherwise set forth or contemplated in the
Prospectus: (i) there has not been any material change in the capital
stock or long-term debt of the Guarantor, the Company or any of their
respective subsidiaries, except for the Company's re- classification
from time to time of its short-term indebtedness to long-term
indebtedness and of its long-term indebtedness to short-term
indebtedness; (ii) there has not been any material adverse change, or
any development involving a prospective material adverse change, in or
affecting the business, assets, financial position or prospects of the
Guarantor and its subsidiaries taken as a whole, or the Company and
its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus; (iii) no event has occurred that would
result in a material write-down in assets; (iv) there have been no
material transactions entered into

- 3 -
<PAGE> 4
by the Guarantor or the Company, other than those publicly disclosed
or in the ordinary course of business; (v) neither the Guarantor nor
the Company has repurchased any of its outstanding capital stock
except as set forth in or contemplated by the Prospectus; and (vi)
there have been no dividends or distributions of any kind declared,
paid or made by the Guarantor or the Company in respect of its capital
stock except for regular cash dividends paid in the ordinary course of
business;

(e) The Guarantor, the Company and their respective
subsidiaries have indefeasible title in fee simple to all real
property and indefeasible title to all personal property owned by
them, in each case free and clear of all liens, encumbrances and
defects except such as are described in the Prospectus or such as are
not material to the business of the Guarantor and its subsidiaries
taken as a whole, or the Company and its subsidiaries taken as a
whole; and any real property and buildings held under lease by the
Guarantor, the Company and their respective subsidiaries are held by
them under leases that are valid, subsisting and in full force and
effect, with such exceptions as are not material to the business of
the Guarantor and its subsidiaries taken as a whole, or the Company
and its subsidiaries taken as a whole;

(f) Each of the Guarantor and the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware, and each subsidiary of the
Guarantor and the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; each of the Guarantor, the Company and
their respective subsidiaries has full power and authority (corporate
and other) to own its properties and conduct its business as
described, or incorporated by reference, in the Prospectus, and has
been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so
qualified in any such jurisdiction;

(g) Each of the Guarantor and the Company has an
authorized capitalization as set forth, or as incorporated by
reference, in the Prospectus, and all of the outstanding shares of
capital stock of the Guarantor and the Company have been duly and
validly authorized and issued and are fully paid and nonassessable;
and all of the outstanding shares of capital stock of each subsidiary
of the Guarantor and the Company have been duly and validly authorized
and issued, are fully paid and nonassessable and are owned directly or
indirectly by the Guarantor or the Company, free and clear of all
liens, encumbrances, equities or claims affecting transferability or
voting except as set forth in the Prospectus;

(h) The Securities have been duly authorized, and, when
Designated Securities are executed, authenticated, issued and
delivered against payment therefor pursuant to this Agreement, the
Indenture and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles, and entitled to the benefits

- 4 -
<PAGE> 5
provided by the Indenture, which has been or will be incorporated by
reference as an exhibit to the Registration Statement; the guarantee
of the Guarantor with respect to the securities set forth in Article
Three of the Indenture has been duly authorized, and, when the
statement of the Guarantor's guarantee with respect to the Designated
Securities is endorsed on the certificates representing such
Designated Securities in the manner specified in the Indenture, and
when such Designated Securities are themselves executed,
authenticated, issued and delivered against payment therefor pursuant
to this Agreement, the Indenture and the Pricing Agreement with
respect to such Designated Securities, such statement of the
Guarantor's guarantee will have been duly endorsed thereon and the
guarantee will constitute the valid and legally binding obligation of
the Guarantor, enforceable against the Guarantor in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors rights and to general equity principles; the
Indenture has been duly authorized, executed and delivered by the
Guarantor and the Company and constitutes a valid and legally binding
instrument, enforceable against the Company and, to the extent
specified in Article Three thereof, the Guarantor in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; at the
Time of Delivery (as defined in Section 4 hereof), the Indenture will
have been duly qualified under the Trust Indenture Act; and the
Securities and the Indenture will conform in all material respects to
the descriptions thereof in the Prospectus;

(i) The issue and sale of the Securities and the
compliance by the Guarantor and the Company with all of the provisions
of the Securities, the Indenture, this Agreement and any Pricing
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Guarantor, the Company or any of their
respective subsidiaries is a party or by which the Guarantor, the
Company or any of their respective subsidiaries is bound or to which
any of the property or assets of the Guarantor, the Company or any of
their respective subsidiaries is subject, nor will such action result
in any violation of the provisions of the Certificate of
Incorporation, as amended or restated, or the Bylaws of the Guarantor
or the Company or any statute or order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Guarantor, the Company or any of their respective subsidiaries or any
of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issuance and sale of
the Securities or the consummation by the Guarantor or the Company of
the other transactions contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have been, or will have
been prior to the Time of Delivery, obtained under the Act and the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;

(j) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending to
which the Guarantor, the Company or any of their respective
subsidiaries is a party or of which any property of the Guarantor, the
Company

- 5 -
<PAGE> 6
or any of their respective subsidiaries is the subject that, if
determined adversely to the Guarantor, the Company or any of their
respective subsidiaries, would individually or in the aggregate have a
material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Guarantor and its
subsidiaries taken as a whole, or the Company and its subsidiaries
taken as a whole; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities
or threatened by others;

(k) KPMG Peat Marwick, L.L.P., who have certified certain
consolidated financial statements of the Guarantor and its
subsidiaries, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder;

(l) The Company has no knowledge of any default in any
material obligation to be performed by any party to any agreement to
which the Guarantor, the Company or any of their respective
subsidiaries is a party, which default or defaults in the aggregate
would have a material adverse effect upon the business, assets,
financial position, or prospects of the Guarantor and its subsidiaries
taken as a whole, or the Company and its subsidiaries taken as a
whole;

(m) The consolidated financial statements of the
Guarantor and its subsidiaries, including accompanying notes, included
or incorporated by reference in the Prospectus, comply in all material
respects with the requirements of the Act and fairly present the
consolidated financial position and the consolidated results of the
operations of the Guarantor and its subsidiaries at the respective
dates and for the respective periods to which they apply, and such
financial statements have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the
periods involved except as may be expressly stated in the notes
thereto. The summary financial information of the Company and its
subsidiaries included or incorporated by reference in the Prospectus
complies in all material respects with the requirements of the Act.
The financial information and statistical data set forth in the
Prospectus under the caption "Summary of Selected Financial Data" are
fairly presented and prepared on a basis consistent with such
consolidated financial statements, such summary financial information
or the books and records of the Guarantor or the Company, as the case
may be, unless otherwise stated in the Prospectus;

(n) Except as described in the Prospectus, the Guarantor,
the Company and each of their respective subsidiaries have all
necessary licenses, certificates, permits, authorizations, approvals,
rights and orders of and from all governmental agencies or bodies
having jurisdiction over the Guarantor, the Company or any of their
respective subsidiaries to own their respective properties and conduct
their respective businesses as described in the Prospectus, the
failure to possess or the failure to operate in compliance with which
would have a material adverse effect on the business of the Guarantor
and its subsidiaries taken as a whole, or the Company and its
subsidiaries taken as a whole, and neither the Guarantor nor the
Company has received notice of proceedings relating to the revocation
or modification of any such certificate, authority or permit that,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially adversely affect

- 6 -
<PAGE> 7
the business, assets, financial position or prospects of the Guarantor
and its subsidiaries taken as a whole, or the Company and its
subsidiaries taken as a whole;

(o) This Agreement has been duly and validly authorized,
executed and delivered by the Company and the Guarantor and is a valid
and binding agreement of the Company and the Guarantor, and the
Pricing Agreement with respect to the Designated Securities, when
executed and delivered by the Company and the Guarantor, will
constitute a valid and binding agreement of the Company and the
Guarantor, enforceable against the Company in accordance with its
terms, subject, in each case, as to enforcement, to bankruptcy,
insolvency, reorganization, and other laws of general applicability
relating to or affecting creditors' rights, and to general equity
principles, and except to the extent that rights of indemnification
hereunder may be limited by applicable laws or equity principles;

(p) Except as described in the Prospectus, each of the
Guarantor, the Company and their respective subsidiaries owns or
possesses all of the patents, trademarks, service marks, trade names,
copyrights and licenses and rights with respect to the foregoing,
necessary for the present conduct of its business, without any known
conflict with the rights of others, the result of which conflict would
materially and adversely affect the business, assets, financial
position or prospects of the Guarantor and its subsidiaries taken as a
whole, or the Company and its subsidiaries taken as a whole;

(q) There are no contracts, indentures, mortgages, loan
agreements, notes, bonds, debentures, other evidences of indebtedness,
leases or other agreements or instruments of the Guarantor or the
Company 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 or referred to or
filed as required;

(r) No labor disturbance exists with the employees of the
Guarantor, the Company or any of their respective subsidiaries, or, to
the best of the Company's knowledge, is imminent, that would result in
a material adverse effect upon the Guarantor and its subsidiaries
taken as a whole, or the Company and its subsidiaries taken as a
whole, and the Company has not received notice of any existing or
imminent labor disturbance by the employees of any of its or the
Guarantor's principal suppliers, that might reasonably be expected to
materially adversely affect the business, assets, financial position
or prospects of the Guarantor and its subsidiaries taken as a whole,
or the Company and its subsidiaries taken as a whole;

(s) The conditions to the use of a registration statement
on Form S-3 under the Act, as set forth in the General Instructions to
Form S-3, have been satisfied with respect to the Guarantor, the
Company and the Registration Statement and Prospectus;

(t) Except as provided in the Prospectus, the Company and
the Guarantor (i) do not have any material lending or other
relationships with any banks or lending affiliates of the Underwriters
and (ii) do not intend to use any of the proceeds from the sale of the
Designated Securities hereunder to repay any outstanding debt owed to
any affiliates of the Underwriters; and

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<PAGE> 8
(u) Except as provided in the Prospectus, there are no
persons with registration or other similar rights either to have any
securities registered pursuant to the Registration Statement or to
have any securities otherwise registered by the Company under the Act
in connection with or as a result of the execution, delivery and
performance of this Agreement.

3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release
of such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus, as amended or supplemented.

4. Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive or book-entry
form, as specified in the Pricing Agreement, and in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company, shall be
delivered by or on behalf of the Company to the Representatives for the account
of such Underwriter, against payment by such Underwriter or on its behalf of
the purchase price therefor (by wire transfer of immediately available funds to
such bank account or accounts as may be specified by the Company) to the
Company at the time and date of delivery of such Securities or at such other
time and date as the Representatives and the Company may agree upon in writing,
such time and date being called the "Time of Delivery" for such Securities.

5. The Company and the Guarantor agree with each of the
Underwriters of any Designated Securities:

(a) To make no further amendment or any
supplement to the Registration Statement or Prospectus, as amended or
supplemented, after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery of such Securities that
shall be disapproved by the Representatives for such Securities
promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies
thereof; to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or become effective or any supplement to the
Prospectus or any amended Prospectus has been filed, or transmitted
for filing, and to furnish you with copies thereof; to file promptly
all reports and any definitive proxy or information statements
required to be filed by the Guarantor or the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of such Securities; and during
such same period to advise you, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus
or Prospectus, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the initiation
or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information;
and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or
Prospectus or suspending any such qualification, to use promptly its
best efforts to obtain its withdrawal;

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<PAGE> 9
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as
the Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Securities; provided that, in connection
therewith, the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;

(c) To furnish the Underwriters with copies of the
Prospectus, as amended or supplemented, in such quantities as the
Representatives may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time in connection with
the offering or sale of the Securities and if at such time any event
shall have occurred as a result of which the Prospectus, as then
amended or supplemented, would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if, for any other reason, it shall be necessary during
such same period to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and, upon their
request, to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus that will
correct such statement or omission or effect such compliance;

(d) To make generally available to its security holders
as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement and of
the post-effective amendment thereto, hereinafter referred to, an
earning statement of the Guarantor and its subsidiaries and of the
Company and its subsidiaries (which need not be audited) complying
with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Guarantor and
the Company, Rule 158);

(e) During the period beginning from the date of the
Pricing Agreement for such Designated Securities and continuing to and
including the earlier of (i) the termination of trading restrictions
for such Designated Securities, as notified to the Company by the
Representatives, and (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company that mature more than one year
after such Time of Delivery and that are substantially similar to such
Designated Securities, without the prior written consent of the
Representatives;

(f) To furnish to the holders of the Securities as soon
as practicable after the end of each fiscal year an annual report
(including a balance sheet and statements of income, stockholders'
equity and cash flows of the Guarantor and its consolidated
subsidiaries certified by independent public accountants) and, as soon
as practicable after the end of each of the first three quarters of
each fiscal year (beginning with the fiscal quarter ending after the
effective date of the Registration Statement) condensed consolidated
financial information of the Guarantor and its subsidiaries for such
quarter in reasonable detail;

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<PAGE> 10
(g) During a period of two years from the effective date
of the Registration Statement, to furnish to the Representatives
copies of all reports or other communications (financial or other)
furnished to stockholders, and deliver to the Representatives (i) as
soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national
securities exchange on which the Securities or any class of securities
of the Guarantor or the Company is listed other than registration
statements filed under the Act; and (ii) such additional information
concerning the business and financial condition of the Guarantor or
the Company as the Representatives may from time to time reasonably
request (such financial statements to be on a consolidated basis to
the extent the accounts of the Guarantor and its subsidiaries or the
Company and its subsidiaries, as applicable, are consolidated in
reports furnished to their stockholders generally or to the
Commission), provided such information is prepared in the ordinary
course of business and is not otherwise confidential; and further
provided that the foregoing restriction on access to information shall
not prohibit the Representatives' access to such information necessary
for the defense of any litigation threatened or filed against the
Underwriters relating to this Agreement and the transactions
contemplated hereby; and

(h) To apply in the manner described under "Use of
Proceeds" in the Prospectus, the proceeds it receives from the sale of
the Securities.

6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Guarantor's and the Company's counsel and
accountants in connection with the registration of the Securities under the Act
and all other expenses in connection with the preparation, printing and filing
of the Registration Statement, any Preliminary Prospectus and the Prospectus
and amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Pricing Agreement, the
Indenture, any Blue Sky or legal investment memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel in
connection with such qualification and in connection with any Blue Sky or legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) the filing fees incident to any required review, if
any, by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Securities; (vi) the cost of preparing the Securities; (vii)
the fees and expenses of the trustee designated in the Indenture (the
"Trustee") and any agent of the Trustee and the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities;
and (viii) all other costs and expenses incident to the performance of its
obligations hereunder that are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
Section 8 and Section 11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

7. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representatives, to the condition
that all representations and warranties and other statements of

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<PAGE> 11
the Company herein are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the reasonable
satisfaction of the Representatives;

(b) Simpson Thacher & Bartlett, counsel for the
Underwriters, shall have furnished to the Representatives such opinion
as the Representatives may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

(c) Cullen M. Godfrey, Vice President, General Counsel
and Secretary of the Guarantor and Vice President and General Counsel
of the Company (as to (i) through (vi) and (ix), (xii) and (xiii)
below) and Thompson & Knight, A Professional Corporation, special
counsel for the Guarantor and the Company (as to (vii), (viii), (x),
(xi) and (xiii) below), shall have furnished to the Representatives
their respective written opinions, dated the Time of Delivery for such
Designated Securities, in form and substance reasonably satisfactory
to the Representatives, to the effect that:

(i) Each of the Guarantor and the Company has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with full
corporate power and authority to own its properties and conduct its
business as described in the Prospectus, as amended or
supplemented;

(ii) The Guarantor has an authorized capitalization as
set forth in the Prospectus, as amended or supplemented, and all of
the outstanding shares of capital stock of the Guarantor and the
Company have been duly and validly authorized and issued and are
fully paid and nonassessable;

(iii) Each of the Guarantor and the Company has been duly
qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each jurisdiction in
which the failure so to qualify would have a material adverse
effect upon the Guarantor and its subsidiaries taken as a whole
(such counsel being entitled to rely in respect of the opinion in
this clause upon certificates issued by various state authorities
as deemed necessary by such counsel);

(iv) Each subsidiary of the Guarantor and the Company has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation;
each subsidiary of the Guarantor and the Company has been duly
qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each jurisdiction in
which the failure so to qualify would have a material adverse
effect upon the Guarantor and its subsidiaries taken as a whole
(such counsel being entitled to rely in respect of the opinion in
this clause upon certificates issued by various state authorities
as deemed necessary by such

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<PAGE> 12
counsel); and all of the outstanding shares of capital stock of
each such subsidiary have been duly and validly authorized and
issued, are fully paid and nonassessable, and (except for
directors' qualifying shares and except as set forth on a Schedule
to such opinion or as otherwise set forth, or incorporated by
reference, in the Prospectus) are owned directly or indirectly by
the Guarantor or the Company, free and clear of all liens,
encumbrances, equities or claims affecting transferability or
voting;

(v) To the best of such counsel's knowledge and other
than as set forth or contemplated, or incorporated by reference, in
the Prospectus, as amended or supplemented, there are no legal or
governmental proceedings pending to which the Guarantor, the
Company or any of their respective subsidiaries is a party or of
which any property of the Guarantor, the Company or any of their
respective subsidiaries is the subject which, if determined
adversely to the Guarantor, the Company or any of their respective
subsidiaries, would individually or in the aggregate have a
material adverse effect on the business, assets, financial position
or prospects of the Guarantor and its subsidiaries taken as a
whole; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others;

(vi) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly authorized,
executed and delivered by the Company and the Guarantor and each
constitutes a valid and legally binding obligation of the Company
and the Guarantor, enforceable against them in accordance with
their respective terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles that may limit the availability of certain remedies
(including specific performance), and except to the extent that
rights of indemnification hereunder may be limited by applicable
law or equity principles;

(vii) The Designated Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute valid
and legally binding obligations of the Company and, to the extent
specified in Article Three of the Indenture, of the Guarantor, and
are entitled to the benefits provided by the Indenture, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles that may limit the
availability of certain remedies (including specific performance);
and the Designated Securities and the Indenture conform in all
material respects to the descriptions thereof in the Prospectus, as
amended or supplemented;

(viii) The Indenture has been duly authorized, executed and
delivered by the Company and the Guarantor and constitutes a valid
and legally binding agreement enforceable against the Company and
the Guarantor in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles that may limit the
availability of certain remedies (including specific performance);
and the Indenture has been duly qualified under the Trust Indenture
Act;

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<PAGE> 13
(ix) The issue and sale of the Designated Securities and
the compliance by the Guarantor and the Company with all of the
provisions of the Designated Securities, the Indenture, and this
Agreement and the Pricing Agreement and the consummation of the
transactions herein and therein contemplated will not conflict with
or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to such
counsel to which the Guarantor, the Company or any of their
respective subsidiaries is a party or by which the Guarantor, the
Company or any of their respective subsidiaries is bound or to
which any of the property or assets of the Guarantor, the Company
or any of their respective subsidiaries is subject, nor will such
action result in any violation of the provisions of the Certificate
of Incorporation, as amended or restated, or the Bylaws of the
Guarantor or the Company or any statute or order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Guarantor, the Company or any of their
respective subsidiaries or any of their properties;

(x) To the best of such counsel's knowledge, no consent,
approval, authorization, order, registration or qualification of or
with any court or governmental agency or body having jurisdiction
over the Guarantor, the Company or any of their respective
subsidiaries or any of their properties is required for the issue
and sale of the Designated Securities or the consummation of the
other transactions contemplated by this Agreement, the Pricing
Agreement or the Indenture, except such as have been obtained under
the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Designated Securities by the
Underwriters;

(xi) The Registration Statement is effective under the
Act, and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for a stop order are pending or
threatened under the Act;

(xii) The documents incorporated by reference in the
Prospectus, as amended or supplemented (other than the financial
statements and related notes, statistical data and related
schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the case
may be (other than the financial statements and related notes,
statistical data and related schedules therein, as to which such
counsel need express no belief), contained, in the case of a
registration statement that became effective under the Act, an
untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein not
misleading, and, in the case of other documents that were filed
under the Act or the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the
circumstances

- 13 -
<PAGE> 14
under which they were made when such documents were so filed, not
misleading; and such counsel does not know of any contracts or
other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the
Registration Statement or the Prospectus that are not filed or
incorporated by reference or described as required; and

(xiii) The Registration Statement and the Prospectus (other
than the financial statements and related notes, statistical data
and related schedules therein, as to which such counsel need
express no opinion), at the effective date thereof and at the Time
of Delivery for the Designated Securities complied as to form in
all material respects with the requirements of the Act and the
Trust Indenture Act, as applicable, and the rules and regulations
thereunder; such counsel has no reason to believe that, as of the
effective date of the Registration Statement, the Registration
Statement (other than the financial statements and related notes,
statistical data and related schedules therein, as to which such
counsel need express no belief) contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of the Time of Delivery, the Prospectus (or,
as of its date, any amendment or supplement thereto made by the
Company prior to the Time of Delivery) (other than the financial
statements and related notes, statistical data and related
schedules therein, as to which such counsel need express no belief)
contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(d) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities,
KPMG Peat Marwick, L.L.P., who have certified the consolidated financial
statements of the Guarantor and its subsidiaries included or incorporated
by reference in the Registration Statement, shall have furnished to the
Representatives a letter, dated as of the date of such Pricing Agreement,
and a letter dated such Time of Delivery, respectively, to the effect set
forth in Annex II hereto and, with respect to such letter dated such Time
of Delivery, as to such other matters as the Representatives may
reasonably request and in form and substance reasonably satisfactory to
the Representatives;

(e) (i) Neither the Guarantor, the Company nor any of their
respective subsidiaries shall have sustained since the date of the latest
audited consolidated financial statements included or incorporated by
reference in the Prospectus, as amended or supplemented, any loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any material labor
dispute or court or governmental action, order or decree, otherwise than
as set forth or contemplated in the Prospectus, as amended or
supplemented, and (ii) since the respective dates as of which information
is given in the Prospectus, as amended or supplemented, there shall not
have been any material change in the capital stock (other than through
exercise of employee stock options) or long-term debt of the Guarantor
and its subsidiaries taken as a whole, or the Company and its
subsidiaries taken as a whole (other than borrowings and repayments made
in the ordinary course of business), or any change, or any development
involving a prospective change, in

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<PAGE> 15
or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Guarantor, the
Company and their respective subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case
described in clause (i) or (ii), is in the reasonable judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus, as amended or supplemented;

(f) Subsequent to the date of the Pricing Amendment relating to
the Designated Securities, (i) no downgrading shall have occurred in the
rating accorded the Guarantor's or the Company's debt securities by any
"nationally recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act
and (ii) no such organization shall have publicly announced that it has
under surveillance or review (other than an announcement with positive
implications of a possible upgrading), its rating of the Designated
Securities;

(g) Subsequent to the date of the Pricing Amendment relating to
the Designated Securities, there shall not have occurred any of the
following: (i) trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or the over-the-counter market
shall have been suspended or limited, or minimum prices shall have been
established on either of such exchanges or such market by any regulatory
body or governmental authority having jurisdiction, or trading in
securities of the Company or the Guarantor on any exchange or in the
over-the-counter market shall have been suspended; (ii) a general
moratorium on commercial banking activities in New York declared by
either federal or New York State authorities; or (iii) the engagement by
the United States in hostilities that have resulted in the declaration,
on or after the date of such Pricing Agreement, of a national emergency
or war or such a material adverse change in general economic, political
or financial conditions (or the effect of international conditions on the
financial markets of the United States shall be such) if the effect of
any such event specified in this clause (iii), in the reasonable judgment
of the Representatives, makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Designated Securities on
the terms and in the manner contemplated in the Prospectus, as amended or
supplemented; and

(h) The Company and the Guarantor shall have furnished or caused
to be furnished to the Representatives at the Time of Delivery for the
Designated Securities, certificates of officers of the Company and the
Guarantor satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company and the Guarantor herein at
and as of such Time of Delivery, as to the performance by the Company and
the Guarantor of all of their respective obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set
forth in subsections (a) and (e) of this Section and as to such other
matters as the Representatives may reasonably request.

8. (a) The Company and the Guarantor will indemnify and hold harmless
each Underwriter, its officers and employees and each person, if any, who
controls an Underwriter within the meaning of the Act (collectively referred to
for the purposes of this Section 8 as an Underwriter), and each affiliate (as
defined in Rule 144(a)(i) of the rules and regulations of the

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<PAGE> 16
Commission under the Act) of the Underwriter, its directors, officers and
employees and each person, if any, who controls such affiliates, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus, as amended
or supplemented, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim; provided, however, that the Company and the Guarantor shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
any preliminary prospectus supplement, the Registration Statement or the
Prospectus, as amended or supplemented, in reliance upon and in conformity with
written information furnished to the Company and the Guarantor by or on behalf
of any Underwriter expressly for use therein; provided further, that the
Company and the Guarantor shall not be liable to the Underwriters under the
indemnity agreement in this subsection (a) with respect to any Preliminary
Prospectus or any preliminary prospectus supplement to the extent that any such
loss, claim, damage or liability of such Underwriter results from the fact that
such Underwriter sold Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus or the Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to such Underwriter.

(b) Each Underwriter will indemnify and hold harmless the Company and
the Guarantor, its officers and employees and each person, if any, who controls
the Company and the Guarantor within the meaning of the Act (collectively
referred to for the purposes of this Section 8 as the Company), and each
affiliate (as defined in Rule 144(a)(i) of the rules and regulations of the
Commission under the Act) of the Company, its directors, officers and employees
and each person, if any, who controls such affiliates, against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement or the Prospectus, as amended or supplemented, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement or the Prospectus, as amended or supplemented, in
reliance upon and in conformity with written information furnished to the
Company and the Guarantor by or on behalf of such Underwriter expressly for use
therein; and will reimburse the Company and the Guarantor for any legal or
other expenses reasonably incurred by the Company and the Guarantor in
connection with investigating or defending any such action or claim.

(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim with respect

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<PAGE> 17
thereto is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 8 except to the extent
it has been materially prejudiced by such failure; and provided, further, that
the omission so to notify the indemnifying party shall not relieve it from any
liability that it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall be entitled to participate therein and, to the extent that
it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to the such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that the Underwriters shall have the right to employ separate counsel
to represent jointly the Underwriters who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the
Underwriters under the Section 8 if, in the reasonable judgment of the
Underwriters, it is advisable for the Underwriters to be jointly represented by
separate counsel, and in that event the fees and expenses of one such separate
counsel in any jurisdiction shall be paid by the Company and the Guarantor.
Each indemnified party, as a condition of the indemnity agreements contained in
Sections 8(a) and 8(b), shall use all reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim. No indemnifying
party shall be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment of the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Guarantor on the one hand
and the Underwriters of the Designated Securities on the other from the
offering of such Designated Securities. 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 and the Guarantor
on the one hand and the Underwriters of the Designated Securities on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company and the Guarantor on the one hand and such Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such Underwriters. The
relative fault shall

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<PAGE> 18
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 and the
Guarantor on the one 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, the Guarantor and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) 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 that does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions with respect thereto) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the applicable Designated Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated
Securities in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations with respect to such Securities and
not joint.

(e) The obligations of the Company and the Guarantor under this Section
8 shall be in addition to any liability that the Company and the Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section 8 shall be in addition
to any liability that the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Company and the Guarantor and to each person, if any, who controls the Company
and the Guarantor within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities that it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter, the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within
the respective prescribed periods, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus, as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees

- 18 -
<PAGE> 19
to file promptly any amendments to the Registration Statement or the Prospectus
that, in the opinion of the Representatives, may thereby be made necessary.
The term "Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Designated
Securities.

(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives or the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities that remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require
each nondefaulting Underwriter to purchase the principal amount of Designated
Securities that such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
nondefaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities that such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities that remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require nondefaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any nondefaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Guarantor and the Company, or any officer or director
or controlling person of the Guarantor and the Company, and shall survive
delivery of and payment for the Securities.

11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Guarantor and the Company shall not then be under any liability to
any Underwriter with respect to the Designated Securities covered by such
Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if
for any other reason Designated Securities are not delivered by or on behalf of
the Guarantor and the Company as provided herein, the Guarantor and the Company
will reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel,

- 19 -
<PAGE> 20
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Securities, but the Guarantor
and the Company shall then be under no further liability to any Underwriter
with respect to such Designated Securities except as provided in Section 6 and
Section 8 hereof; and further provided, however, that notwithstanding the
foregoing, the Guarantor and the Company shall have no obligation to reimburse
the Underwriters as described above if Designated Securities are not delivered
by or on behalf of the Guarantor and the Company as provided herein because of
the failure of counsel for the Underwriters to furnish the opinion or opinions
contemplated by Section 7(b) hereof, or because of the occurrence of any of the
events described in Section 7(f) or (g) hereof. The Guarantor and the Company
shall not in any event be liable to any Underwriter for loss of anticipated
profits from the transactions contemplated by this Agreement, the Pricing
Agreement or otherwise.

12. In all dealings hereunder, the Representatives shall act on behalf
of each of the Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such Representatives jointly or by such of the
Representatives, if any, as may be designated for such purpose in the Pricing
Agreement.

All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent by
registered mail to the address of the Representatives, as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement, Attention: Vice President, Chief Financial Officer
and Treasurer; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by registered mail to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request.

13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Guarantor and the
Company and, to the extent provided in Section 8 and Section 10 hereof, the
officers and directors of the Guarantor and the Company and each person who
controls the Guarantor and the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any rights under or by virtue of this Agreement or any
Pricing Agreement. No purchaser of any of the Securities from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement.

15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.

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

- 20 -
<PAGE> 21
If the foregoing is in accordance with your understanding, please sign
and return to us two (2) counterparts hereof.

Very truly yours,

FINA OIL AND CHEMICAL COMPANY

By: /s/ Yves Bercy
---------------------------------
Yves Bercy
Vice President, Chief Financial
Officer and Treasurer

FINA, INC.

By: /s/ Yves Bercy
---------------------------------
Yves Bercy
Vice President, Chief Financial
Officer and Treasurer

Accepted as of the date hereof
at New York, New York:

CHASE SECURITIES INC.
MORGAN STANLEY & INCORPORATED
NATIONSBANC CAPITAL MARKETS, INC.
c/o Chase Securities Inc.
270 Park Avenue, 6th Floor
New York, New York 10017

By: Chase Securities Inc.

By: /s/ Peter Madonia
------------------------------
Peter Madonia
Managing Director

- 21 -
<PAGE> 22
ANNEX I

PRICING AGREEMENT

[Name and address of Representative(s)]

_________________, 199___

Dear Sirs:

Fina Oil and Chemical Company (the "Company") and FINA, Inc., a Delaware
corporation (the "Guarantor") propose, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated __________________,
199__ (the "Underwriting Agreement"), to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be part of this Pricing Agreement to the same extent as
if such provisions had been set forth in full herein, and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus, as amended or supplemented,
relating to the Designated Securities that are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case of
a supplement, transmitted for filing, with the Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company and the
Guarantor agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company
and the Guarantor, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
<PAGE> 23
If the foregoing is in accordance with your understanding, please sign
and return to us two (2) counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this Pricing Agreement and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, the Guarantor and the Company. It is understood that
your acceptance of this Pricing Agreement on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

Very truly yours,

FINA OIL AND CHEMICAL COMPANY

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

FINA, INC.

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

Accepted as of the date hereof
at , :
------------- ------------

[Name and address of Representative(s)]

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

- 2 -
<PAGE> 24
SCHEDULE I

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

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

Total . . . . . . . . . . . . . . . . . . . . . . . . $
===================
</TABLE>
<PAGE> 25
SCHEDULE II

Title of Designated Securities:

____% [Senior Debt Securities] due ____________

Aggregate principal amount:

$__________________

Price to Public:

____ % of the principal amount of the Designated Securities,
plus accrued interest from ___________ to ____________

Purchase Price by Underwriters:

____% of the principal amount of the Designated Securities,
plus accrued interest from ___________ to ____________

Specified funds for payment of purchase price:

Wire transfer of immediately available funds

Indenture:

Indenture, dated as of ___________, 19___, between the Company and
___________________, as Trustee

Maturity:

Interest Rate:

_____%

Interest Payment Dates:

[months and dates]

- 1 -
<PAGE> 26
Redemption Provisions:

[Provisions for redemption]

Sinking Fund Provisions:

[The Designated Securities are entitled to the benefit of a sinking fund
to retire $________ principal amount of Designated Securities on
_____________ in each of the years _____ through _______ at 100% of their
principal amount plus accrued interests] [, together with [cumulative]
[noncumulative] redemptions at the option of the Company to retire an
additional $__________________ principal amount of Designated Securities
in the years _______ through ______ at 100% of their principal amount
plus accrued interest].

Time of Delivery:

Closing Location:

Name and address of Representatives:

Designated Representatives:

Address for Notices, etc.:

Book-Entry Provisions:

[Provisions for book-entry registration
of the Designated Securities]

[Other terms]:

- 2 -
<PAGE> 27
ANNEX II

DESCRIPTION OF COMFORT LETTER

Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with
respect to the Guarantor and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;

(ii) In their opinion, the consolidated financial statements
and any supplementary financial information and schedules examined by
them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Act or the Exchange
Act, as applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance
with standards established by the American Institute of Certified Public
Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information and/or condensed
financial statements derived from audited consolidated financial
statements of the Guarantor and its subsidiaries for the periods
specified in such letter, as indicated in their reports thereon, copies
of which have been furnished to the representatives of the Underwriters
(the "Representatives");

(iii) In their opinion, the selected financial information with
respect to the consolidated results of operations and financial position
of the Guarantor for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Guarantor's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five fiscal years that were included or incorporated by reference in the
Guarantor's Annual Reports on Form 10-K for such fiscal years;

(iv) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited consolidated financial
statements and other information referred to below, a reading of the
latest available interim consolidated financial statements of the
Guarantor and its subsidiaries, inspection of the minute books of the
Guarantor and its subsidiaries since the date of the latest audited
consolidated financial statements included or incorporated by reference
in the Prospectus, inquiries of officials of the Guarantor and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter,
nothing came to their attention that caused them to believe that:

(A) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements
of changes in financial position included or incorporated by
reference in the Guarantor's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus do not comply as to
form in all material

- 1 -
<PAGE> 28
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or are not in
conformity with generally accepted accounting principles applied
on a basis substantially consistent with the basis for the
audited consolidated statements of income, consolidated balance
sheets and consolidated statements of changes in financial
position included or incorporated by reference in the
Guarantor's Annual Report on Form 10-K for the most recent
fiscal year;

(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree with
the corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and any
such unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements
included or incorporated by reference in the Guarantor's Annual
Report on Form 10-K for the most recent fiscal year;

(C) the unaudited financial statements that were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in clause (B)
were not determined on a basis substantially consistent with the
basis for the audited consolidated financial statements included
or incorporated by reference in the Guarantor's Annual Report on
Form 10-K for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the
published rules and regulations thereunder or the pro forma
adjustments have not been properly applied to the historical
amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior
to the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital
stock upon exercise of options and stock appreciation rights,
upon earn-outs of performance shares and upon conversions of
convertible securities, in each case that were outstanding on
the date of the latest balance sheet included or incorporated by
reference in the Prospectus) or any increase in the consolidated
long-term debt of the Guarantor and its subsidiaries, or any
decreases in consolidated net current assets or net assets or
other items specified by the Representatives, or any increases
in any items specified by the Representatives, in each case as
compared with amounts shown in the latest consolidated balance
sheet included or included or incorporated by reference in the
Prospectus, except in each case for changes, increases or
decreases that the Prospectus discloses have occurred or may
occur or that are described in such letter; and

(F) for the period from the date of the latest
consolidated financial statements included or incorporated by
reference in the Prospectus to the specified date referred

- 2 -
<PAGE> 29
to in clause (E), there were any decreases in consolidated net
revenues or operating profit or the total or per share amounts
of consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable
period of the preceding year and with any other period of
corresponding length specified by the Representatives, except in
each case for increases or decreases that the Prospectus
discloses have occurred or may occur or that are described in
such letter; and

(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii) and (iv) above, they have
carried out certain specified procedures, not constituting an examination
in accordance with generally accepted auditing standards, with respect to
certain amounts, percentages and financial information specified by the
Representatives that are derived from the general accounting records of
the Guarantor and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference) or in Part II of, or in
exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared certain of
such amounts, percentages and financial information with the accounting
records of the Guarantor and its subsidiaries and have found them to be
in agreement.

All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for
such Designated Securities.

- 3 -

<PAGE> 1

PRICING AGREEMENT

July 17, 1996

CHASE SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
NATIONSBANC CAPITAL MARKETS, INC.
c/o Chase Securities Inc.
270 Park Avenue, Sixth Floor
New York, New York 10017

Dear Sirs:

Fina Oil and Chemical Company, a Delaware corporation (the "Company"),
and FINA, Inc., a Delaware corporation (the "Guarantor") propose, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
July 17, 1996 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be part of this Pricing Agreement to the
same extent as if such provisions had been set forth in full herein, and each
of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus, as amended or supplemented,
relating to the Designated Securities that are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

If the foregoing is in accordance with your understanding, please sign
and return to us two (2) counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this Pricing Agreement and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, the Guarantor and the Company. It is understood that
your acceptance of this Pricing Agreement on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

Very truly yours,

FINA OIL AND CHEMICAL COMPANY

By: /s/ Yves Bercy
-----------------------------------
Yves Bercy
Vice President, Chief Financial Officer
and Treasurer

FINA, INC.

By: /s/ Yves Bercy
---------------------------------------
Yves Bercy
Vice President, Chief Financial Officer
and Treasurer

Accepted as of the date hereof
at New York, New York:

CHASE SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
NATIONSBANC CAPITAL MARKETS, INC.

By: Chase Securities Inc.

By: /s/ Peter Madonia
-----------------------
Peter Madonia
Managing Director
<PAGE> 3
SCHEDULE I

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

Chase Securities Inc. $ 41,700,000
Morgan Stanley & Co. Incorporated 41,650,000
NationsBanc Capital Markets, Inc. 41,650,000
------------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $125,000,000
============
</TABLE>
<PAGE> 4
SCHEDULE II

Title of Designated Securities:

6 7/8% Notes due 2001

Aggregate principal amount:

$125,000,000

Price to Public:

99.44% of the principal amount of the Designated Securities, plus accrued
interest, if any, from July 22, 1996

Purchase Price by Underwriters:

98.89% of the principal amount of the Designated Securities, plus accrued
interest, if any, from July 22, 1996

Specified funds for payment of purchase price:

Wire transfer of immediately available funds

Indenture:

Indenture, dated as of July 22, 1996, as supplemented by the Indenture
Supplement, dated as of July 22, 1996, between the Company, FINA and
Texas Commerce Bank National Association, as Trustee

Maturity:

July 15, 2001

Interest Rate:

6 7/8% per annum

Interest Payment Dates:

January 15 and July 15, commencing January 15, 1997
<PAGE> 5
Redemption Provisions:

The Designated Securities are not subject to redemption prior to
maturity.

Sinking Fund Provisions:

None.

Time of Delivery:

9:00 a.m., eastern time, on July 22, 1996.

Closing Location:

Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10011.

Name and address of Representatives:

Designated Representatives: Chase Securities Inc.
Morgan Stanley & Co. Incorporated
NationsBanc Capital Markets, Inc.

Address for Notices, etc.: c/o Chase Securities Inc. 270 Park
Avenue, Sixth Floor New York, New York
10017

Book-Entry Provisions:

The Designated Securities will be evidenced by a book-entry on the
records of The Depository Trust Company, acting as custodial agent for
brokerage firms that maintain accounts for their respective customers,
and in such amounts as contained in instructions delivered by the
Representatives to the Company two business days prior to the Closing.
The Representatives may inspect and confirm such book-entry and custodial
arrangements on the business day prior to the Closing.

<PAGE> 1
_____________________________________________________

FINA OIL AND CHEMICAL COMPANY,
as Issuer

FINA, INC.,
as Guarantor

AND

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee

________________________

I N D E N T U R E

Dated as of July 22, 1996

________________________

SENIOR DEBT SECURITIES
(Issuable in Series)

_____________________________________________________
<PAGE> 2
TIE-SHEET

of provisions of the Trust Indenture Act of 1939 with the Indenture, dated as
of July 22, 1996, among Fina Oil and Chemical Company, as Issuer, FINA, Inc.,
as Guarantor, and Texas Commerce Bank National Association, as Trustee:

<TABLE>
<CAPTION>
Section Section
of Act of Indenture
- ------ ------------
<S> <C> <C>
310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.09
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.09
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.08 and 8.10(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01 and 6.02(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02(c)

313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04(a)
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04(d)

314 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.03(a)
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.03(b)
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.03(c)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.07
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.07
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.07

315 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01(a)(1)
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01(a)(2)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08

316 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01 and 7.06
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Omitted
(a) last sentence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.04

</TABLE>

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317 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.05

318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.09
</TABLE>

_______________

This tie-sheet is not a part of the Indenture as executed.

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TABLE OF CONTENTS*

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

PRELIMINARY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE.

DEFINITIONS.

SECTION 1.01. Certain terms defined; other terms
defined in Trust Indenture Act of
1939 or by reference therein in
Securities Act of 1933, as
amended, to have meanings therein
assigned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Certificate of a Firm of Independent
Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default; default . . . . . . . . . . . . . . . . . . . . . . . 3
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Principal Property . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Private Placement Notes . . . . . . . . . . . . . . . . . . . . . . . . 5
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 5
Sale and Leaseback Transaction . . . . . . . . . . . . . . . . . . . . 6
Senior Debt Security;
"outstanding" with
reference to Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Senior Debt Security Register;
Senior Debt Security
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

</TABLE>

____________________

*The Table of Contents, comprising pages iii to xv inclusive, is not part
of the Indenture.

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Series Supplement or Supplement . . . . . . . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Unrestricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO.

ISSUE, DESCRIPTION, FORM, EXECUTION,
REGISTRATION OF TRANSFER AND
EXCHANGE OF SENIOR DEBT SECURITIES.

SECTION 2.01. Form of Senior Debt Securities
and Certificate of Authentication . . . . . . . . . . . . . . . . . . 8

SECTION 2.02. Amount unlimited; Senior Debt
Securities issuable in Series;
Certain related provisions . . . . . . . . . . . . . . . . . . . . . 14

SECTION 2.03. Authentication and delivery of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 2.04. Date of Senior Debt Securities
and denominations . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 2.05. Execution of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2.06. Exchange of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Senior Debt Securities to be
accompanied by proper instruments
of transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Charges upon exchange, registration
or transfer or registration of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 16
Restrictions on issue, registration
of transfer or exchange at certain
times . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.07. Temporary Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 2.08. Mutilated, destroyed, lost or
stolen Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2.09. Cancellation of surrendered
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 18

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SECTION 2.10. Provisions of the Indenture and
Senior Debt Securities
for the sole benefit of the
parties, holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE THREE.

GUARANTEE OF FINA, INC.

SECTION 3.01. Unconditional Guarantee . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3.02 Execution and Authentication
of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3.03 Release of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE FOUR.

REDEMPTION OF SENIOR DEBT
SECURITIES - SINKING FUND.

SECTION 4.01. Redemption prices of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Restriction on redemption of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 4.02. Mailing of notice of redemption . . . . . . . . . . . . . . . . . . . . 20
Selection of Senior Debt
Securities in case less than all
Senior Debt Securities
to be redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 4.03. When Senior Debt Securities
called for redemption become due
and payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 4.04. Sinking Fund; amounts and payment dates . . . . . . . . . . . . . . . . 22

SECTION 4.05. Credits against Sinking Fund payments . . . . . . . . . . . . . . . . . 23

SECTION 4.06. Certificates and Senior Debt
Securities to be delivered to the
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 4.07. Cash to be delivered to the Trustee . . . . . . . . . . . . . . . . . . 24

SECTION 4.08. Application of Sinking Fund payments
to redemption of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
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SECTION 4.09. Manner of redeeming Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Sinking Fund redemption price . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.10. Application of Sinking Fund . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4.11. Cancellation and destruction of
redeemed Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 4.12. Sinking Fund moneys to be held as
security during continuance of
Event of Default; exceptions . . . . . . . . . . . . . . . . . . . . 25

ARTICLE FIVE.

PARTICULAR COVENANTS OF THE COMPANY AND THE GUARANTOR.

SECTION 5.01. Payment of principal of and premium,
if any, and interest on
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 5.02. Maintenance of office or agency for
registration, registration of
transfer, exchange and payment of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 5.03. Prohibition of extension of claims for
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 5.04. Appointment to fill a vacancy in the
office of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 5.05. (a) Duties of paying agent . . . . . . . . . . . . . . . . . . . . . . 26
(b) Company as paying agent . . . . . . . . . . . . . . . . . . . . . 26
(c) Turnover to Trustee by paying
agent or Company . . . . . . . . . . . . . . . . . . . . . . . . 26
(d) Holding sums in trust . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 5.06. Company to furnish annual compliance
certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 5.07. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 5.08. Limitation on Sale and Leaseback
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

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ARTICLE SIX.

LISTS OF HOLDERS OF SENIOR DEBT
SECURITIES AND REPORTS BY THE
COMPANY AND THE TRUSTEE.

SECTION 6.01. Company to furnish Trustee information as
to names and addresses of
holders of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 6.02. (a) Trustee to preserve information
as to names and addresses
of holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . 30
Trustee may destroy list of
holders of Senior
Debt Securities on
certain conditions . . . . . . . . . . . . . . . . . . . . . . . 30
(b) Trustee to make information as
to names and addresses of
holders of Senior
Debt Securities available
to "applicants" or mail
communications to holders
of Senior Debt
Securities in certain
circumstances . . . . . . . . . . . . . . . . . . . . . . . . . 30
Procedure if Trustee elects not to
make information available to
"applicants" . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(c) Company and Trustee not accountable
for disclosure of information . . . . . . . . . . . . . . . . . 30

SECTION 6.03. (a) Annual and other reports to be
filed by Company and the Guarantor
with Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(b) Additional information and reports
to be filed with Trustee and
Securities and Exchange
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(c) Summaries of information and
reports to be transmitted
by Company and the Guarantor to
holders of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 6.04. (a) Trustee to transmit reports
to holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . 33
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(b) Trustee to transmit certain
further reports to holders
of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(c) To which holders of
Senior Debt Securities
reports are to be mailed . . . . . . . . . . . . . . . . . . . . 33
(d) Copies of reports to be filed
with stock exchanges and
Securities and Exchange
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE SEVEN.

REMEDIES OF THE TRUSTEE AND HOLDERS
OF SENIOR DEBT SECURITIES
IN EVENT OF DEFAULT.

SECTION 7.01. Events of Default defined . . . . . . . . . . . . . . . . . . . . . . . 35
Acceleration of maturity upon Event
of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Waiver of default and rescission of
declaration of acceleration . . . . . . . . . . . . . . . . . . . . . 35
Restoration of former position and
rights upon curing of all defaults . . . . . . . . . . . . . . . . . 35

SECTION 7.02. Covenant of Company to pay to Trustee
whole amount due on Senior
Debt Securities on default in
payment of interest . . . . . . . . . . . . . . . . . . . . . . . . . 37
Trustee may recover judgment for
whole amount due on Senior
Debt Securities on failure
of Company to pay . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Filing of proof of claim by Trustee in
bankruptcy, reorganization,
receivership, or other judicial
proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Trustee may enforce rights of action
and assert claims without
possession of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Trustee may enforce rights vested in it
by Indenture by appropriate judicial
proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 7.03. Application of moneys collected by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 7.04. Limitation on suits by holders of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 40

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SECTION 7.05. Remedies cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Delay or omission in exercise of rights
not a waiver of default . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 7.06. Rights of holders of majority in
principal amount of Senior
Debt Securities of a Series to
direct Trustee and to waive
default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 7.07. Trustee to give notice of defaults
known to it, but may withhold in
certain circumstances . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 7.08. Requirement of an undertaking to pay
costs in certain suits under the
Indenture or against the Trustee . . . . . . . . . . . . . . . . . . 42

ARTICLE EIGHT.

CONCERNING THE TRUSTEE.

SECTION 8.01. Upon Event of Default occurring and
continuing, Trustee shall exercise
powers vested in it, and use same
degree of care and skill in their
exercise, as a prudent man would
use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Trustee not relieved from liability
for negligence or willful
misconduct except as provided in
this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(a) Prior to Event of Default and after
the curing of all Events of
Default which may have occurred
(1) Trustee not liable except for
performance of duties
specifically set forth . . . . . . . . . . . . . . . . . . 42
(2) In absence of bad faith,
Trustee may conclusively
rely on certificates or
opinions furnished it
hereunder, subject to duty
to examine the same if
specifically required to be
furnished to it . . . . . . . . . . . . . . . . . . . . . 42
(b) Trustee not liable for error of
judgment made in good faith by
responsible officer unless
Trustee negligent . . . . . . . . . . . . . . . . . . . . . . . 42

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(c) Trustee not liable for action
or non-action in accordance
with direction of holders of
majority in principal amount of
Senior Debt Securities
of a Series . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Trustee not required to expend own funds . . . . . . . . . . . . . . . 42

SECTION 8.02. Subject to provisions of Section 8.01:
(a) Trustee may rely on documents
believed genuine and properly
signed or presented . . . . . . . . . . . . . . . . . . . . . . 44
(b) Sufficient evidence by certain
instruments provided for . . . . . . . . . . . . . . . . . . . . 44
(c) Trustee may act on Opinion of
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(d) Trustee may require indemnity
from holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . 44
(e) Trustee not liable for action in
good faith believed to be
authorized . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(f) Trustee not bound to make any
investigation of any document . . . . . . . . . . . . . . . . . 44
(g) Trustee may act through agent . . . . . . . . . . . . . . . . . . 44

SECTION 8.03. Trustee not liable for recitals in
Indenture or in Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
No representations by Trustee as to
validity of Indenture or of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 45
Trustee not accountable for use
of Senior Debt Securities
or proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 8.04. Trustee, paying agent or Senior
Debt Security Registrar may own
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 8.05. Moneys received by Trustee to be
held in trust without interest . . . . . . . . . . . . . . . . . . . 45

SECTION 8.06. Trustee entitled to compensation,
reimbursement and indemnity . . . . . . . . . . . . . . . . . . . . . 45
Obligations to Trustee to be secured
by lien prior to Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 8.07. Right of Trustee to rely on Officers'
Certificate where no other evidence
specifically prescribed . . . . . . . . . . . . . . . . . . . . . . . 46

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SECTION 8.08. (a) Trustee acquiring conflicting
interest to eliminate conflict
or resign . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) Notice to holders of Senior
Debt Securities in case of
failure to comply with
subsection (a) . . . . . . . . . . . . . . . . . . . . . . . . . 47
(c) Definition of conflicting interest . . . . . . . . . . . . . . . . 47
(d) Definition of certain terms . . . . . . . . . . . . . . . . . . . 47
(e) Calculations of percentage of
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 8.09. Requirements for eligibility of Trustee . . . . . . . . . . . . . . . . 53

SECTION 8.10. (a) Resignation of Trustee . . . . . . . . . . . . . . . . . . . . . . 53
(b) Removal of Trustee by Company
or court on application of
holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . 53
(c) Removal of Trustee by Company . . . . . . . . . . . . . . . . . . 53
(d) Removal of Trustee by holders of
majority in principal amount of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . 53
(e) Time when resignation or removal
of Trustee effective . . . . . . . . . . . . . . . . . . . . . . 53
(f) Company to deliver notice of
appointment of successor trustee . . . . . . . . . . . . . . . . 53

SECTION 8.11. Acceptance by successor to Trustee . . . . . . . . . . . . . . . . . . 55

SECTION 8.12. Successor to Trustee by merger,
consolidation or succession to
business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 8.13. (a) Limitations on rights of Trustee
as a creditor to obtain payment
of certain claims, within three
months prior to default or during
default, or to realize on property
as such creditor thereafter . . . . . . . . . . . . . . . . . . 57
(b) Certain creditor relationships
excluded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
(c) Definition of certain terms . . . . . . . . . . . . . . . . . . . 57

ARTICLE NINE.

CONCERNING THE HOLDERS OF
SENIOR DEBT SECURITIES.

SECTION 9.01. Evidence of action by holders of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 61

</TABLE>

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SECTION 9.02. Proof of execution of instruments
and of holding of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 9.03. Who may be deemed owners of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 9.04. Senior Debt Securities owned
by Company or controlled or
controlling companies disregarded
for certain purposes . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 9.05. Instruments executed by holders
of Senior Debt Securities
bind future holders . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE TEN.

MEETINGS OF HOLDERS OF
SENIOR DEBT SECURITIES.

SECTION 10.01. Purposes for which meetings may be
called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 10.02. Manner of calling meetings . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 10.03. Call of meetings by Company or
holders of Senior Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 10.04. Who may attend and vote at meetings . . . . . . . . . . . . . . . . . . 64

SECTION 10.05. Regulations may be made by Trustee . . . . . . . . . . . . . . . . . . 64
Conduct of the meeting . . . . . . . . . . . . . . . . . . . . . . . . 64
Voting rights-adjournment . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 10.06. Manner of voting at meetings and
record to be kept . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE ELEVEN.

SUPPLEMENTAL INDENTURES.

SECTION 11.01. Purposes for which supplemental
indentures may be entered into
without consent of holders
of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . 66

</TABLE>

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SECTION 11.02. Modification of Indenture with
consent of holders of majority in
principal amount of Senior
Debt Securities of a Series . . . . . . . . . . . . . . . . . . . . . 67

SECTION 11.03. Effect of supplemental indentures . . . . . . . . . . . . . . . . . . . 68

SECTION 11.04. Senior Debt Securities may
bear notation of changes by
supplemental indentures . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE TWELVE.

CONSOLIDATION, MERGER,
SALE OR CONVEYANCE.

Section 12.01. Consolidations and mergers of Company
and conveyances permitted . . . . . . . . . . . . . . . . . . . . . . 69

Assumption of obligations of Company
by successor company or transferee . . . . . . . . . . . . . . . . . 69

SECTION 12.02. Rights and duties of successor
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Appropriate changes may be made in form
of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 12.03. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE THIRTEEN.

SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS.

SECTION 13.01. Satisfaction and discharge of Indenture . . . . . . . . . . . . . . . . 71

SECTION 13.02. Application by Trustee of funds
deposited for payment of
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 72

SECTION 13.03. Repayment of moneys held by paying
agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

SECTION 13.04. Repayment of moneys held by Trustee . . . . . . . . . . . . . . . . . . 72

SECTION 13.05. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
</TABLE>

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ARTICLE FOURTEEN.

IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS.

SECTION 14.01. Incorporators, stockholders, officers
and directors of Company and Guarantor
exempt from individual liability . . . . . . . . . . . . . . . . . . 73

ARTICLE FIFTEEN.

MISCELLANEOUS PROVISIONS.

SECTION 15.01. Successors and assigns of Company bound
by Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 15.02. Acts of board, committee or officer
of successor corporation valid . . . . . . . . . . . . . . . . . . . 74

SECTION 15.03. Surrender of powers by Company . . . . . . . . . . . . . . . . . . . . 74

SECTION 15.04. Service of required notices or demands . . . . . . . . . . . . . . . . 74

SECTION 15.05. Notice to holders of Senior
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 15.06. Indenture and Senior Debt
Securities to be construed
in accordance with the
laws of the State of Texas . . . . . . . . . . . . . . . . . . . . . 75

SECTION 15.07. Officers' Certificate and Opinion of
Counsel to be furnished upon
applications or demands by the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Statements to be included in each
certificate or opinion with respect
to compliance with a condition or
covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 15.08. Payments due on Sundays and holidays. . . . . . . . . . . . . . . . . . 76

SECTION 15.09. Provisions required by Trust Indenture
Act of 1939 to control . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 15.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 15.11. Indenture may be executed in
counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 15.12. Computation of interest . . . . . . . . . . . . . . . . . . . . . . . . 76
</TABLE>

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SECTION 15.13. Acceptance of trusts by Trustee . . . . . . . . . . . . . . . . . . . . 76

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

EXHIBIT A Form of Series Supplement

</TABLE>

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<PAGE> 17
INDENTURE, dated as of July 22, 1996, among FINA OIL AND CHEMICAL
COMPANY, a corporation duly organized and existing under the laws of the State
of Delaware, as issuer (hereinafter sometimes referred to as the "Company"),
FINA, INC., a corporation duly organized and existing under the laws of the
State of Delaware, as guarantor (hereinafter referred to as the "Guarantor"),
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States of America, as trustee
(hereinafter sometimes referred to as the "Trustee").

PRELIMINARY STATEMENT

The Company has duly authorized the execution and delivery of this
Indenture to provide for one or more series of Senior Debt Securities, issuable
as provided in this Indenture. Each series of such Senior Debt Securities will
be issued only under a separate Series Supplement to this Indenture duly
executed and delivered by the Company, the Guarantor and the Trustee and
limited to amounts therein prescribed. All covenants and agreements made by
the Company and the Guarantor herein are for the benefit and security of the
holders of Senior Debt Securities. The Company and the Guarantor are entering
into this Indenture, and the Trustee is accepting the trust created hereby, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.

ARTICLE ONE.

DEFINITIONS.

SECTION 1.01. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used
in this Indenture which are defined in the Trust Indenture Act of 1939 or which
are by reference therein defined in the Securities Act of 1933, as amended
(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.

Attributable Debt:

The term "Attributable Debt" shall mean, with respect to a Sale and
Leaseback Transaction with respect to any Principal Property, the lesser of:
(a) the fair market value of such property (as determined in good faith by the
Board of Directors); or (b) the present value of the total net amount of rent
required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended and excluding any
unexercised renewal or other extension options exercisable by the

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<PAGE> 18
lessee, and excluding amounts on account of maintenance and repairs, services,
taxes and similar charges and contingent rents), discounted at the rate of
interest set forth or implicit in the terms of such lease compounded
semi-annually.

Authorized Newspaper:

The term "authorized newspaper" shall mean a newspaper printed in the
English language and customarily published at least once a day for at least
five days in each calendar week, whether or not published on Saturdays, Sundays
or legal holidays, and of general circulation in the Borough of Manhattan, The
City of New York. Whenever under the provisions of this Indenture two or more
publications of a notice or other communication are required or permitted, such
publications may be in the same or different newspapers.

Board of Directors:

The term "Board of Directors" shall mean either the Board of Directors
of the Company or the Guarantor, as the context requires, or any committee of
such Board of Directors duly authorized to act on its behalf.

Board Resolution:

The term "Board Resolution" shall mean one or more resolutions,
certified by the secretary or an assistant secretary of the Company or the
Guarantor, as the case may be, to have been duly adopted or consented to by
such Board of Directors and to be in full force and effect, and delivered to
the Trustee.

Business Day:

The term "business day" shall mean any day except a Saturday, a Sunday
or a day on which banking institutions are legally authorized to close in The
City of New York, New York, or The City of Dallas, Texas.

Certificate of a Firm of Independent Public Accountants:

The term "Certificate of a Firm of Independent Public Accountants" shall
mean a certificate signed by an individual, partnership or corporation engaged
in accounting work who may be the accountants regularly employed by the
Company.

Company:

The term "Company" shall mean FINA OIL AND CHEMICAL COMPANY, a Delaware
corporation, and, subject to the provisions of Article Twelve, shall also
include its successors and assigns.

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<PAGE> 19
Consolidated Net Tangible Assets:

The term "Consolidated Net Tangible Assets" shall mean the aggregate
amount of assets included on the most recent consolidated balance sheet of the
Guarantor and its Restricted Subsidiaries, less applicable reserves and other
properly deductible items and after deducting therefrom (a) all current
liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense, and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.

Corporate Trust Office:

The term "corporate trust office" of the Trustee shall mean an office or
agency of the Trustee in the City of Dallas, Texas, designated by the Trustee,
from time to time, as the Trustee's corporate trust office for purposes of this
Indenture, which office at the date of the execution of this Indenture is
located at Texas Commerce Tower, 2200 Ross Avenue, Fifth Floor, Dallas, Texas
75201.

Event of Default; default:

The term "Event of Default" shall mean any event specified in Section
7.01, continued for the period of time, if any, and after the giving of notice,
if any, therein designated.

Unless the context otherwise requires, the term "default" shall mean any
occurrence which is, or with notice or the lapse of time or both would become,
an Event of Default; provided that any occurrence which would become an Event
of Default pursuant to Section 7.01(c) hereof shall not be deemed a default
(but may nonetheless constitute an Event of Default upon notice and lapse of
time as provided in Section 7.01(c)) for purposes of the Indenture until the
expiration of five days after such occurrence shall first become known, or in
the exercise of reasonable care should become known, to an officer of the
Company. Notwithstanding the proviso clause of the immediately preceding
sentence, for purposes of Section 8.08 hereof, the term "default" shall mean
any occurrence which is, or with notice of the lapse of time or both would
become, an Event of Default.

Guarantee:

The term "Guarantee" shall have the meaning specified in Section 3.01.

Guarantor:

The term "Guarantor" shall mean FINA, INC., a Delaware corporation, and,
subject to the provisions of Article Three, shall also include its successors
and assigns.

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<PAGE> 20
Holder:

The term "holder", "holder of Senior Debt Securities", or other similar
term, shall mean any person in whose name a Senior Debt Security shall at the
time be registered in the Senior Debt Security Register kept for that purpose.

Indenture:

The term "Indenture" shall mean this instrument as originally executed,
or, if amended or supplemented as herein provided, as so amended or
supplemented.

Indebtedness:

With respect to any person, the term "Indebtedness" shall mean, without
duplication:

(a) (i) the principal of and premium, if any, and
interest, if any, on indebtedness for money borrowed of such person,
indebtedness of such person evidenced by bonds, notes, debentures or
similar obligations, and any guaranty by such person of any indebtedness
for money borrowed or indebtedness evidenced by bonds, notes, debentures
or similar obligations of any other person, whether any such
indebtedness or guaranty is outstanding on the date of this Indenture or
is thereafter created, assumed or incurred, (ii) the principal of and
premium, if any, and interest, if any, on indebtedness incurred, assumed
or guaranteed by such person in connection with the acquisition by it or
any of its subsidiaries of any other business, properties or other
assets, and (iii) lease obligations which such person capitalized in
accordance with Statement of Financial Accounting Standards No. 13
promulgated by the Financial Accounting Standards Board or such other
generally accepted accounting principles as may be from time to time in
effect;

(b) Any other indebtedness of such person,
including any indebtedness representing the balance deferred and unpaid
of the purchase price of any property or interest therein, and any
guaranty, endorsement or other contingent obligation of such person in
respect of any indebtedness of another that is outstanding on the date
of this Indenture or is thereafter created, assumed or incurred by such
person;

(c) Obligations of such person under interest rate,
commodity or currency swaps, caps, collars, options and similar
arrangements;

(d) Obligations of such person for the
reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction; and

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<PAGE> 21
(e) Any amendments, modifications, refundings,
renewals or extensions of any indebtedness or obligation described as
Indebtedness in clauses (a) through (d) above.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board, the President or any Vice President and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Company or the Guarantor, as the case may be. Each such certificate shall
include the statements provided for in Section 15.07, if and to the extent
required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel who shall be satisfactory to the Trustee and may be counsel to
the Company or the Guarantor. Each such opinion shall include the statements
provided for in Section 15.07, if and to the extent required by the provisions
thereof.

Principal Property:

The term "Principal Property" shall mean any parcel of real property and
related fixtures or improvements owned by the Guarantor or any Restricted
Subsidiary and located in the United States, the aggregate book value of which,
less accumulated depreciation, on the date of determination exceeds $50
million, other than any such real property and related fixtures or improvements
which, as determined in good faith by the Board of Directors of the Guarantor,
is not of material importance to the total business conducted by the Guarantor
and its subsidiaries taken as a whole.

Private Placement Notes:

The term "Private Placement Notes" shall mean the Company's $117,000,000
principal amount of 6.64% Series A Senior Notes due May 1, 2000; $125,000,000
principal amount of 7.13% Series B Senior Notes due May 1, 2002; and
$33,000,000 principal amount of Series C Senior Notes due May 1, 2003.

Responsible Officer:

The term "responsible officer" when used with respect to the Trustee
shall mean the chairman or the vice-chairman of the board of directors, the
chairman of the executive committee of the board of directors, the president,
any vice president, any second or assistant vice president, the cashier, any
assistant cashier, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, any senior trust officer or trust officer, or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time

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<PAGE> 22
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

Restricted Subsidiary:

The term "Restricted Subsidiary" shall mean (a) any Subsidiary other
than an Unrestricted Subsidiary, and (b) any Subsidiary which was an
Unrestricted Subsidiary but which, subsequent to the date hereof, is designated
by the Guarantor (by Board Resolution) to be a Restricted Subsidiary; provided,
however, that the Guarantor may not designate any such Subsidiary to be a
Restricted Subsidiary if the Guarantor would thereby breach any covenant or
agreement herein contained (on the assumption that any outstanding Indebtedness
of such Subsidiary was incurred at the time of such designation).

Sale and Leaseback Transaction:

The term "Sale and Leaseback Transaction" shall mean any arrangement
with any person providing for the leasing by the Guarantor or any Restricted
Subsidiary of any Principal Property which has been or is to be sold or
transferred by the Guarantor or such Restricted Subsidiary to such person;
provided, however, that "Sale and Leaseback Transaction" shall not include such
arrangements that were existing on the date of this Indenture or at the time
any person owning a Principal Property shall become a Restricted Subsidiary.

Senior Debt Security; "outstanding" with reference to Senior Debt Securities:

The term "Senior Debt Security" or "Senior Debt Securities" shall mean a
Senior Debt Security or Senior Debt Securities, as the case may be, consisting
of bonds, debentures, notes and/or other unsecured evidences of indebtedness,
authenticated and delivered under this Indenture.

The term "outstanding", when used with reference to Senior Debt
Securities, shall, subject to the provisions of Section 9.04, mean, as of any
particular time, all Senior Debt Securities authenticated and delivered by the
Trustee under this Indenture, except:

(a) Senior Debt Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;

(b) Senior Debt Securities called for payment or
redemption for which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent), provided
that, if such Senior Debt Securities are to be redeemed, notice of such
redemption shall have been given as in Article Four provided or
provision

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satisfactory to the Trustee shall have been made for giving such
notice; and

(c) Senior Debt Securities in lieu of or in
substitution for which other Senior Debt Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.08.

Senior Debt Security Register; Senior Debt Security Registrar:

The terms "Senior Debt Security Register" and "Senior Debt Security
Registrar" shall have the respective meanings specified in Section 2.06.

Series:

The term "Series" shall mean a separate series of Senior Debt Securities
issued pursuant to this Indenture and the related Series Supplement.

Series Supplement or Supplement:

The term "Series Supplement" or "Supplement" shall mean an indenture
supplemental to this Indenture, in substantially the form attached hereto as
Exhibit A, that authorizes a particular Series.

Sinking Fund

The term "Sinking Fund" shall mean an account set aside in escrow by the
Company to accumulate funds over time, which funds will be used to satisfy any
Indebtedness with respect to a particular series.

Subsidiary

The term "Subsidiary" shall mean any corporation of which the Guarantor,
or the Guarantor and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own voting securities entitling any one or more of the
Guarantor and its Subsidiaries to elect a majority to the directors, either at
all times or, so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election of
one or more directors.

Trust Indenture Act of 1939:

The term "Trust Indenture Act of 1939" (except as herein otherwise
expressly provided or unless the context otherwise requires) shall mean the
Trust Indenture Act of 1939 as in force at the date of this Indenture as
originally executed.

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<PAGE> 24
Trustee:

The term "Trustee" shall mean Texas Commerce Bank National Association,
and, subject to the provisions of Article Eight, shall also include its
successors and assigns.

Unrestricted Subsidiary:

The term "Unrestricted Subsidiary" shall mean (a) any Subsidiary
acquired or organized after the date hereof, provided, however, that such
Subsidiary shall not be a successor, directly or indirectly, to any Restricted
Subsidiary, and (b) any Subsidiary substantially all the assets of which
consist of stock or other securities of a Subsidiary or Subsidiaries of the
character described in clause (a) of this paragraph, unless and until such
Subsidiary shall have been designated to be a Restricted Subsidiary pursuant to
clause (b) of the definition of "Restricted Subsidiary".

ARTICLE TWO.

ISSUE, DESCRIPTION, FORM, EXECUTION, REGISTRATION OF TRANSFER
AND EXCHANGE OF SENIOR DEBT SECURITIES.

SECTION 2.01. The Senior Debt Securities and the Trustee's certificate
of authentication are to be substantially in the forms set forth in this
Section 2.01, with such appropriate insertions, omissions, substitutions,
amendments, changes and other variations as are required or permitted by this
Indenture or any Series Supplement, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which the
Senior Debt Securities may be listed or as may, consistently herewith, be
determined by the officers executing such Senior Debt Securities as evidenced
by their execution of the Senior Debt Securities.

The definitive Senior Debt Securities 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 permitted by any Series
Supplement or the rules of any securities exchange on which the Senior Debt
Securities may be listed, all as determined by the officers executing such
Senior Debt Securities, as evidenced by their execution of such Senior Debt
Securities.

The form of Senior Debt Securities and the Trustee's certificate of
authentication are to be substantially in the following forms, respectively:

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<PAGE> 25
[FORM OF FACE OF SENIOR DEBT SECURITY]

No. ____________ [$]______________ CUSIP____________

FINA OIL AND CHEMICAL COMPANY

[SENIOR DEBT SECURITY]

GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
FINA, INC.

FINA OIL AND CHEMICAL COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to _______________________________
_________ or registered assigns, the principal sum of _____________________
[Currency of Issue and Payment] on __________ ________, ____, in such coin or
currency of the [Country Whose Currency is Designated] as at the time of payment
is legal tender for the payment of public and private debts, and to pay interest
on said principal sum at the rate per annum specified in the title of this
[Senior Debt Security], with respect to interest accrued from [insert accrual
date] to the date of the current interest payment, to the registered holder
hereof as of the close of business on the ______ day of the month preceding the
month in which an interest payment is due, in like coin or currency, all at any
office or agency of the Company to be maintained by the Company pursuant to
Section 5.02 of the Indenture, which at all times shall include an office or
agency in the Borough of Manhattan, The City of New York, such interest payments
to be made, except as otherwise provided in the Indenture hereinafter referred
to, [insert interest frequency] on [insert payment dates], in each year,
commencing ____________, 199__, until payment of said principal sum has been
made or duly provided for; provided, however, that payment of interest may be
made at the option of the Company by check mailed on or before such payment date
to the address of the person entitled thereto as such address shall appear on
the Senior Debt Security Register.

This [Senior Debt Security] shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.

Additional provisions of this [Senior Debt Security] are contained on
the reverse hereof and such provisions shall for all purposes have the same
effect as though fully set forth at this place.

This [Senior Debt Security] shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture.

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<PAGE> 26
IN WITNESS WHEREOF, FINA OIL AND CHEMICAL COMPANY has caused this
instrument to be signed in its corporate name by the facsimile signature of its
President or a Vice President and by its Secretary or an Assistant Secretary by
his signature or a facsimile thereof, and a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.

Dated:

FINA OIL AND CHEMICAL COMPANY

[Seal]
By _______________________________
[Title]

ATTEST:

__________________________
[Title]

The Guarantor has unconditionally guaranteed, to the extent set forth in
the Indenture and subject to the provisions in the Indenture, the due and
punctual payment of each Series of Senior Debt Securities issued thereunder.
In case of the failure of the Company punctually to make any such payment, the
Guarantor hereby agrees to cause such payment to be made punctually.

The obligations of the Guarantor to the Holders and to the Trustee
pursuant to the Guarantee are expressly set forth in Article Three of the
Indenture and reference is hereby made to the Indenture for the precise terms
of the Guarantee. Capitalized terms used and not defined herein have the
meanings ascribed thereto in the Indenture.

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<PAGE> 27
FINA, INC.

(SEAL)

By: ______________________________
Name:_________________________
Title:________________________

Attest:

By: ______________________________
Name:_________________________
Title:________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the [Senior Debt Securities] to which reference is made
in the within-mentioned Indenture.

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION,

as Trustee

By: ______________________________
Authorized Signature

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<PAGE> 28
[FORM OF REVERSE OF SENIOR DEBT SECURITY]

FINA OIL AND CHEMICAL COMPANY

This [Senior Debt Security] is one of a duly authorized issue of Senior
Debt Securities of the Company issued and to be issued in one or more Series,
and this [Senior Debt Security] is one of the Series of Senior Debt Securities
designated as its [Senior Debt Securities] (herein referred to as the [Senior
Debt Securities]), limited to the aggregate principal amount of
_____________________________________________ Million [Currency of Issue and
Payment] ([$]_ _________________), all issued or to be issued under and
pursuant to an indenture dated as of __________________, 199__ (herein referred
to as the "Indenture"), duly executed and delivered by the Company and the
Guarantor to Texas Commerce Bank National Association (referred to herein as
the "Trustee"), to which Indenture and all indentures supplemental thereto
(including the Series Supplement dated as of ________, 199__ which authorizes
the [Senior Debt Securities]) reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company, the Guarantor and the holders of the Senior Debt
Securities of each particular Series and the terms upon which the Senior Debt
Securities of each Series are, and are to be, authenticated and delivered. All
terms used in this Senior Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. As provided in the
Indenture, the Senior Debt Securities are issuable in Series which may vary as
in the Indenture provided or permitted.

[The indebtedness evidenced by the [Senior Debt Securities] is, to the
extent and in the manner provided in the Indenture and the Series Supplement,
senior in right of payment to certain indebtedness of the Company.]

As provided in the Indenture and subject to certain limitations set
forth therein, the obligation of the Company to pay principal of, and interest
on, the Notes is unconditionally guaranteed on an unsecured basis pursuant to
the Guarantee endorsed hereon by FINA, Inc., as Guarantor. The Indenture
provides that the Guarantor shall be released from the Guarantee and that the
holder hereof shall have no further claim against the Guarantor upon compliance
with certain conditions.

In case an Event of Default shall have occurred and be continuing with
respect to the [Senior Debt Securities], the principal hereof may be declared,
and upon such declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture. The
Indenture provides that in certain events such declaration and its consequences
may be waived by the holders of a majority in aggregate principal amount of the
[Senior Debt Securities] then outstanding. An Event of Default with respect to
the Senior Debt

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<PAGE> 29
Security of any other Series issued under the Indenture, including the failure
to make any payment of principal or interest with respect thereto when and as
due, will not be an Event of Default with respect to the [Senior Debt
Securities].

The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the [Senior Debt Securities] at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the [Senior Debt
Securities]; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any [Senior Debt Securities], or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable on the redemption thereof,
without the consent of the holder of each [Senior Debt Security] so affected,
or (ii) reduce the aforesaid percentage of [Senior Debt Securities], the
consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of all [Senior Debt Securities]
then outstanding. It is also provided in the Indenture that the holders of a
majority in aggregate principal amount of the [Senior Debt Securities] at the
time outstanding may on behalf of the holders of all the [Senior Debt
Securities] waive any past default under the Indenture and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the [Senior Debt Securities]. Any such consent or waiver
by the holder of this [Senior Debt Security] (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this [Senior Debt Security] and of any [Senior Debt
Security] issued in exchange or substitution herefor, whether or not any
notation of such consent or waiver is made upon this [Senior Debt Security].

No reference herein to the Indenture and no provision of this [Senior
Debt Security] or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this [Senior Debt Security] at the place, at
the respective times, at the rate and in the currency herein prescribed.

The [Senior Debt Securities] are issuable in registered form in
denominations of $_____ and any integral multiple of $_____.

[As provided in the Indenture, the [Senior Debt Securities] may be
redeemed, at the option of the Company, as a whole or from time to time in part
(otherwise than through the operation of the Sinking Fund), at any time prior
to maturity, upon the notice referred to below, [on terms specified in the
Series Supplement]. Notwithstanding the foregoing, no such redemption may be
made prior to ___________, 19__, directly or indirectly from or in

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<PAGE> 30
anticipation of moneys borrowed by the Company at an interest cost which is
less than [interest rate of the [Senior Debt Securities] as specified in the
Series Supplement].]

[The [Senior Debt Securities] are entitled to the benefits of a Sinking
Fund, operation of the provisions of which is required to begin on
_________________, 19__ as provided in the Series Supplement. The [Senior Debt
Securities] are subject to redemption (on notice as set forth below) through
the operation of the Sinking Fund at a redemption price equal to the principal
amount thereof, together with accrued interest to the date fixed for
redemption.]

Notice of redemption shall be given by mailing by first-class mail a
notice of such redemption not less than 20 nor more than 60 days prior to the
date fixed for redemption to the holders of [Senior Debt Securities] to be
redeemed to their last addresses as they shall appear upon the Senior Debt
Security Register for the [Senior Debt Securities], all as provided in the
Indenture.

Upon due presentment for registration of transfer of this [Senior Debt
Security] at any designated office or agency of the Company to be maintained by
the Company pursuant to Section 5.02 of the Indenture, which at all times shall
include an office or agency in the City of New York, New York, a new [Senior
Debt Security] or [Senior Debt Securities] of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith, and the [Senior Debt Securities] may in like manner be exchanged for
one or more new [Senior Debt Securities] of other authorized denominations but
of the same aggregate principal amount.

The Company, the Trustee, any paying agent and any Senior Debt Security
Registrar (as defined in the Indenture) for the [Senior Debt Securities] may
deem and treat the registered holder hereof as the absolute owner of this
[Senior Debt Security] (whether or not this [Senior Debt Security] shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any such Senior Debt Security
Registrar), for the purpose of receiving payment hereof or on account hereof
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any such Senior Debt Security Registrar shall be affected by
any notice to the contrary.

No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on, this [Senior Debt Security], or for any claim
based hereon or otherwise in respect hereof, or based on or in respect of the
Indenture, any indenture supplemental thereto or the Guarantee, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, the Guarantor or of any successor corporation of
either, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all

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<PAGE> 31
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

____________________

SECTION 2.02. The aggregate principal amount of Senior Debt Securities
which may be authenticated and delivered under this Indenture is unlimited.

The Senior Debt Securities may, at the election of and as authorized by
the Board of Directors of the Company, be issued in one or more Series, and a
particular Series shall be designated as the Board of Directors of the Company
may determine. Each Senior Debt Security shall bear upon its face the
designation so selected for the Series for which it belongs. All Senior Debt
Securities of the same Series shall be identical in all respects except for the
denominations thereof.

Each Series of Senior Debt Securities shall be created by a Series
Supplement authorized by the Board of Directors of the Company in establishing
the terms and provisions of such Series. The several Series may differ as
between Series, in respect of any of the following matters: (1) designation of
the Series; (2) the maximum aggregate principal amount of the Series; (3)
accrual date; (4) interest rate; (5) stated maturity of principal; (6) payment
dates; (7) authorized denominations; (8) currency of issue and payment; (9)
redemption dates; (10) provisions relating to redemption of the related Series
on an optional or mandatory basis by the Company or pursuant to a sinking fund;
and (11) any other provisions expressing or referring to the terms and
conditions upon which the Senior Debt Securities of that Series are to be
issued under this Indenture which are not in conflict with the provisions of
this Indenture, or any provisions expressly amending or modifying the terms of
this Indenture with respect to the Series of Senior Debt Securities to which
such Series Supplement relates. Each Series of Senior Debt Securities shall
rank equally in right of payment with other outstanding Series of Senior Debt
Securities.

In authorizing issuance of any Series, the Board of Directors of the
Company shall determine and specify all matters in respect of the Senior Debt
Securities of such Series set forth in clauses (1) to (11) inclusive of the
preceding paragraph and shall also determine and specify the form of Senior
Debt Securities of such Series.

SECTION 2.03. The Senior Debt Securities shall be executed by the
Company, with the Guarantee endorsed thereon by the Guarantor, and delivered to
the Trustee for authentication, and the Trustee shall thereupon, or from time
to time thereafter, authenticate and deliver said Senior Debt Securities to and
upon the written order of the Company, signed by its President or a Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, without any further action by the Company.

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<PAGE> 32
SECTION 2.04. The Senior Debt Securities shall be issuable as
registered Senior Debt Securities without coupons in denominations prescribed
by the terms of the Series Supplement creating the particular Series. Each
Senior Debt Security shall be dated the date of its authentication, shall bear
interest from the applicable date, and shall be payable on the dates, as
prescribed by the terms of the Series Supplement creating the particular
Series.

The person in whose name any Senior Debt Security is registered at the
close of business on any record date (as hereinafter defined) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date (subject to the provisions of Article Four in the
case of any Senior Debt Security or Senior Debt Securities, or portion thereof,
redeemed on a date subsequent to the record date and on or prior to such
interest payment date), except if and to the extent the Company shall default
in the payment of the interest due on such interest payment date, in which case
such defaulted interest shall be paid to the persons in whose names outstanding
Senior Debt Securities are registered on a subsequent special record date
established by notice given by mail by or on behalf of the Company to the
holders of Senior Debt Securities not less than 15 days preceding such special
record date, which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment. The term "record date" as used with
respect to any interest payment date shall mean the day of the calendar month
prescribed by the terms of the Series Supplement creating the particular Series
preceding the day on which such interest payment date falls or, in the case of
defaulted interest, the close of business on any special record date
established as hereinabove provided.

The principal of, and premium, if any, and interest on, the Senior Debt
Securities shall be payable at the office or agency of the Company designated
for that purpose in the Borough of Manhattan, The City of New York, and any
other office or agency of the Company designated for that purpose; provided,
however, that interest may be payable at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear on the Senior Debt Security Register.

SECTION 2.05. The Senior Debt Securities shall be signed manually or by
facsimile signature on behalf of the Company by its President or a Vice
President under its corporate seal attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary. The seal of the Company
may be in the form of a facsimile of the seal of the Company and may be
impressed, affixed, imprinted or otherwise reproduced on the Senior Debt
Securities.

Only such Senior Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinabove recited, manually executed
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Senior
Debt

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<PAGE> 33
Security executed by the Company shall be conclusive evidence that the Senior
Debt Security so authenticated has been duly authenticated and delivered
hereunder.

In case any officer of the Company who shall have signed any of the
Senior Debt Securities shall cease to be such officer before the Senior Debt
Securities so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Senior Debt Securities
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Senior Debt Securities had not ceased to be such officer
of the Company; and any Senior Debt Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Senior
Debt Security, shall be the proper officers of the Company, although at the
date of the execution of this Indenture any such person was not an officer.

SECTION 2.06. The Senior Debt Securities may be exchanged for a like
aggregate principal amount of Senior Debt Securities of other authorized
denominations of a like Series. Senior Debt Securities to be exchanged shall
be surrendered at any office or agency to be maintained by the Company in
accordance with the provisions of Section 5.02, and the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor the Senior
Debt Security or Senior Debt Securities which the holder making the exchange
shall be entitled to receive.

The Company shall keep or cause to be maintained at said office or
agency a register (herein sometimes referred to as the "Senior Debt Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register Senior Debt Securities and shall register
the transfer of Senior Debt Securities as in this Article Two provided. For
the purposes of registration, exchange or registration of transfer of Senior
Debt Securities, the Trustee is hereby appointed Senior Debt Security
Registrar. Upon surrender for registration of transfer of any Senior Debt
Security at said office or agency, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Senior Debt Security or Senior Debt Securities in a like aggregate
principal amount and of a like Series. At all reasonable times the Senior Debt
Security Register shall be open for inspection by the Trustee. No transfer of
any Senior Debt Security shall be valid unless made at said office or agency.

All Senior Debt Securities presented or surrendered for registration of
transfer, exchange, redemption or payment shall (if so required by the Company
or the Trustee) be accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Company and the Trustee, duly executed by
the registered holder or his attorney duly authorized in writing.

No service charge shall be made for any exchange or registration of
transfer of Senior Debt Securities, or issue of new

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Senior Debt Securities in case of partial redemption, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.

For the Senior Debt Securities of a Series which has a redemption
provision, the Company shall not be required (i) to issue, register the
transfer of, or exchange any Senior Debt Security during a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
the Senior Debt Securities selected for redemption and ending on the day of
such mailing, or (ii) to register the transfer of or exchange any Senior Debt
Security so selected for redemption in whole or in part, except the unredeemed
portions of Senior Debt Securities being redeemed in part.

SECTION 2.07. Pending the preparation of definitive Senior Debt
Securities, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Senior Debt Securities (printed, lithographed or
typewritten), of any denomination, and substantially in the form of the
definitive Senior Debt Securities, but with such omissions, insertions and
variations as may be appropriate for temporary Senior Debt Securities, all as
may be determined by the Company. Temporary Senior Debt Securities may be
issued without a recital of any specific redemption prices as prescribed by the
terms of the Series Supplement creating the particular Series and may contain
such reference to any provisions of this Indenture as may be appropriate.
Every temporary Senior Debt Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Senior Debt Securities.
The Company shall execute and furnish definitive Senior Debt Securities of the
same Series as soon as practicable, and thereupon any or all temporary Senior
Debt Securities of such Series may be surrendered in exchange therefor at the
corporate trust office of the Trustee, and the Trustee shall authenticate and
deliver in exchange for such temporary Senior Debt Securities a like aggregate
principal amount of definitive Senior Debt Securities of the same Series.
Until so exchanged, the temporary Senior Debt Securities of such Series shall
be entitled to the same benefits under this Indenture as definitive Senior Debt
Securities of the same Series authenticated and delivered hereunder.

SECTION 2.08. In case any temporary or definitive Senior Debt Security
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and the Trustee shall authenticate and deliver, a new
Senior Debt Security of a like Series, in exchange and substitution for the
mutilated Senior Debt Security or in lieu of and substitution for the Senior
Debt Security destroyed, lost or stolen. In every case, the applicant for a
substituted Senior Debt Security shall furnish to the Company and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction
of the

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<PAGE> 35
destruction, loss or theft of such Senior Debt Security and of the ownership
thereof. The Trustee may authenticate any such substituted Senior Debt
Security and deliver the same upon the request or authorization of the Company.
Upon the issuance of any substituted Senior Debt Security, 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 connected
therewith, including fees and expenses of the Trustee. In case any Senior Debt
Security which has matured or is about to mature or has been called for
redemption shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Senior Debt Security of a like Series, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Senior Debt Security) if the applicant for such payment
shall furnish the Company and the Trustee with such security or indemnity as
may be required by them to save each of them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Senior Debt Security and of
the ownership thereof.

Every substituted Senior Debt Security issued pursuant to the provisions
of this Section 2.08 upon evidence that any Senior Debt Security is destroyed,
lost or stolen shall, with respect to such Senior Debt Security, constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Senior Debt Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Senior Debt Securities of the same Series duly issued
hereunder. All Senior Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Senior Debt
Securities, and shall preclude any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.09. All Senior Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for cancellation, or,
if surrendered to the Trustee, shall be cancelled by it, and no Senior Debt
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. On request of the Company, the Trustee
shall deliver to the Company cancelled Senior Debt Securities held by the
Trustee; provided, however, that the Trustee may at any time destroy any
cancelled Senior Debt Securities and deliver to the Company a certificate of
such destruction. If the Company shall acquire any of the Senior Debt
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Senior Debt Securities

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<PAGE> 36
unless and until the same are delivered to the Trustee or surrendered to the
Trustee for cancellation.

SECTION 2.10. Nothing in this Indenture or in the Senior Debt
Securities, expressed or implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and the holders of
the Senior Debt Securities of a Series, any legal or equitable right, remedy or
claim under or in respect of this Indenture, or under any covenant, condition
or provision herein contained; all its covenants, conditions and provisions
being for the sole benefit of the parties hereto and of the holders of the
Senior Debt Securities of such Series.

ARTICLE THREE.

GUARANTEE OF FINA, INC.

SECTION 3.01. Unconditional Guarantee. The Guarantor hereby
unconditionally guarantees to each holder of a Senior Debt Security
authenticated and delivered by the Trustee, and to the Trustee on behalf of
such holder, the due and punctual payment of the principal of (and premium, if
any) and interest, if any, on the Senior Debt Securities, and the due and
punctual payment of any sinking fund or analogous payments (including all
additional amounts), when and as the same shall become due and payable, whether
at maturity, upon redemption, by declaration of acceleration or otherwise (the
"Guarantee"). In case of the failure of the Company punctually to make any
such payment, the Guarantor hereby agrees to cause such payment to be made
punctually. All payments pursuant to the Guarantee by the Guarantor shall be
pari passu in right of payment with all unsecured and unsubordinated
indebtedness of the Guarantor.

The Guarantee shall be construed as a continuing absolute and
unconditional guarantee of payment without regard to the validity or
enforceability of the Senior Debt Securities of any series or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
guarantor. The Guarantor hereby waives diligence, presentment, demand for
payment and notice of nonpayment to the Company, filing of claims with a court
in the event of insolvency or bankruptcy of the Company and any right to
require a proceeding first against the Company. The Guarantor shall be
subrogated to all rights of a holder of a Senior Debt Security against the
Company in respect of any amounts paid to such holder by the Guarantor pursuant
to the Guarantee; provided, however, that the Guarantor shall not be entitled
to enforce or to receive any payments arising out of, or based upon, such right
of subrogation until payment in full of the Senior Debt Securities of the
relevant series.

SECTION 3.02. Execution and Authentication of Guarantee. To further
evidence the Guarantee set forth in Section 3.01, the Guarantor and the Company
hereby agree that a notation relating to such Guarantee substantially in the
form set forth in the form of

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Senior Debt Security set forth in Section 2.01 shall be endorsed on each Senior
Debt Security authenticated and delivered by the Trustee and executed on behalf
of the Guarantor by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any such
officer on the Senior Debt Securities may be manual or facsimile.

A Guarantee bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Guarantor shall bind the Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of the Senior Debt Security on
which such Guarantee is endorsed or did not hold such offices at the date of
such Guarantee.

The delivery of any Senior Debt Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby
agrees that the Guarantee set forth in Section 3.01 shall remain in full force
and effect notwithstanding any failure to endorse a Guarantee on any Senior
Debt Security.

SECTION 3.03. Release of Guarantee.

(a) Upon the consummation of a merger or consolidation of the Guarantor
with or into the Company, or of the Company with or into the Guarantor, in
either case in accordance with the terms of Section 12.01 hereof, the Trustee
shall, at the request of the Company or the Guarantor, execute any documents
reasonably required and reasonably acceptable in form and substance to the
Trustee to evidence the extinguishment of the Guarantee.

(b) Concurrently with the legal defeasance of the Senior Debt
Securities of any Series or the covenant defeasance of the Senior Debt
Securities of any Series under Article Thirteen hereof, the Guarantor shall be
released from all of its obligations under the Guarantees endorsed on the
Senior Debt Securities of such Series and under this Article Three, without any
action on the part of the Trustee or any holder of the Senior Debt Securities
of such Series.

ARTICLE FOUR.

REDEMPTION OF SENIOR DEBT SECURITIES - SINKING FUND.

SECTION 4.01. Subject to any contrary provisions set forth in the
related Series Supplement, the Company may, at its option, at any time prior to
maturity, redeem all, or from time to time any part, of the Senior Debt
Securities of a Series, otherwise than through the operation of the Sinking
Fund provided for in this Article Four, at the redemption prices and upon the
conditions, if any, applicable thereto, as permitted by the related Series
Supplement for redemption otherwise than through the operation of

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the Sinking Fund. The election of the Company to exercise such option shall be
evidenced by an Officers' Certificate.

SECTION 4.02. In case the Company shall desire to exercise such right
to redeem all or, as the case may be, any part of the Senior Debt Securities in
accordance with the right reserved so to do, it shall so notify the Trustee in
writing and it shall give notice of such redemption to holders of the Senior
Debt Securities to be redeemed as hereinafter in this Section 4.02 provided.

Notice of redemption shall be given by the Company to the holders of
Senior Debt Securities to be redeemed as a whole or in part by mailing by
first-class mail a notice of such redemption not less than 20 nor more than 60
days prior to the date fixed for redemption to their last addresses as they
shall appear upon the Senior Debt Security Register, but failure to give such
notice by mail to the holders of any Senior Debt Security, or any defect
therein, shall not affect the validity of the proceedings for the redemption of
any other Senior Debt Security.

Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Senior Debt Securities are to be
redeemed, and shall state that payment of the redemption price of the Senior
Debt Securities to be redeemed will be made at the offices or agencies to be
maintained by the Company in accordance with the provisions of Section 5.02,
upon presentation and surrender of such Senior Debt Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, and that on and after said date interest thereon will cease to accrue.
If less than all the Senior Debt Securities are to be redeemed, the notice of
redemption shall specify the Senior Debt Securities to be redeemed as a whole
or in part. In case any Senior Debt Security is to be redeemed in part only,
the notice which relates to such Senior Debt Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Senior Debt Security, a new
Senior Debt Security or Senior Debt Securities of a like Series in principal
amount equal to the unredeemed portion thereof will be issued.

If less than all the Senior Debt Securities of a Series are to be
redeemed, the Company shall give the Trustee at least 30 days' written notice
in advance of the date fixed for redemption as to the aggregate principal
amount of Senior Debt Securities of such Series to be redeemed, and thereupon
the Trustee shall select, by random lot, the particular Senior Debt Securities
of such Series to be redeemed in whole or in part and shall thereafter promptly
notify the Company in writing of the numbers of the Senior Debt Securities of
such Series or portions thereof to be redeemed. The selection of Senior Debt
Securities to be redeemed may provide for the selection of portions (equal to
$1,000 (unless otherwise provided in the related Series Supplement) or a
multiple thereof) of the principal of Senior Debt Securities of a denomination
larger than $1,000 (unless otherwise provided in the related Series

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Supplement). The Senior Debt Securities (or portions thereof) so selected
shall be deemed duly designated for redemption for all purposes of this
Indenture. For the purposes of such selection, the Company will close the
Senior Debt Security Register with respect to such Series for the purposes of
exchange and transfer of Senior Debt Securities of such Series, for a period
not exceeding 15 days.

SECTION 4.03. If the giving of notice of redemption shall have been
completed as above provided, the Senior Debt Securities or portions of Senior
Debt Securities specified in such notice shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after such date fixed for redemption (unless the Company shall default in the
payment of such Senior Debt Securities at the redemption price, together with
interest accrued to the date fixed for redemption) interest on the Senior Debt
Securities or portions of Senior Debt Securities so called for redemption shall
cease to accrue. On presentation and surrender of such Senior Debt Securities
at the place stated in said notice, the said Senior Debt Securities shall be
paid and redeemed by the Company at the applicable redemption price, together
with interest accrued to the date fixed for redemption.

Upon presentation of any Senior Debt Security which is redeemed in part
only, the Company shall execute, and the Trustee shall authenticate and
deliver, at the expense of the Company, a new Senior Debt Security or Senior
Debt Securities of a like Series in principal amount equal to the unredeemed
portion of the Senior Debt Security so presented. Prior to the date fixed for
the redemption of any Senior Debt Securities as provided in this Article Four,
the Company shall deposit in trust with the Trustee or with any paying agent,
or if and to the extent that it shall be acting as its own paying agent, the
Company shall set aside, segregate and hold in trust, funds sufficient to
redeem the Senior Debt Securities or portions thereof to be redeemed on such
date, at the applicable redemption price, together with interest accrued to the
date fixed for redemption.

SECTION 4.04. As and for a Sinking Fund for the retirement of Senior
Debt Securities of a Series, if as set forth in the related Series Supplement
the Company so elects to include a Sinking Fund obligation in the terms of the
Senior Debt Securities of a particular Series, the Company covenants that on or
before the applicable date or dates set forth in the Series Supplement, it will
pay to the Trustee a sum in cash sufficient to retire by redemption at the
Sinking Fund redemption price the principal amount of the Senior Debt
Securities of such Series on the date as prescribed by the terms of the Series
Supplement creating the particular Series; provided, however, that in any such
year in which such day is not a business day, such payment shall be made to the
Trustee on the last business day preceding such day. In any year, the Company
may, at its sole option, increase the payment

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required to be made pursuant to this Section 4.04 for such year by an amount as
prescribed by the terms of such Series Supplement; provided that such increase
shall be an integral multiple of $1,000 (unless otherwise provided in the
related Series Supplement).

All cash paid to the Trustee pursuant to the provisions of this Section
4.04 shall be applied in accordance with the provisions of this Article Four.

SECTION 4.05. In lieu of making all or any part of any mandatory
Sinking Fund payment as required pursuant to Section 4.04 in cash, the Company
may (a) deliver to the Trustee for cancellation Senior Debt Securities of such
Series theretofore issued and acquired by the Company at any time prior to the
first day of the month next preceding the due date of such payment and not
theretofore made the basis for the reduction of a Sinking Fund payment, or (b)
deliver to the Trustee an Officers' Certificate setting forth the principal
amount of any Senior Debt Securities of such Series theretofore redeemed and
paid pursuant to the provisions of this Article Four (otherwise than through
the operation of the mandatory Sinking Fund), or which have been duly called
for redemption (otherwise than through the operation of the mandatory Sinking
Fund) and the redemption price of which, together with the accrued interest
thereon, shall have been deposited in trust for that purpose, as in this
Article Four provided, and in either case not theretofore made the basis of the
reduction of a Sinking Fund payment; and in each such case the principal amount
of Senior Debt Securities of such Series required by Section 4.04 to be
redeemed shall be reduced to the extent of the principal amount of the Senior
Debt Securities of such Series so delivered or referred to in such certificate.

SECTION 4.06. On or before the applicable date specified in the Series
Supplement of each year in which the Company is obligated to make a Sinking
Fund payment, the Company shall deliver to the Trustee:

(a) An Officer's Certificate stating:

(i) the manner in which the Company will fulfill
its Sinking Fund obligation under this Article Four
for that year;

(ii) the amount of cash, if any, which the
Company will pay to the Trustee on or before the
next succeeding Sinking Fund payment date;

(iii) the principal amount of Senior Debt
Securities of such Series, if any, which the Company
will surrender to the Trustee for cancellation in
lieu of the payment of cash, and that such Senior
Debt Securities were theretofore issued and acquired
by the Company prior to the

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first day of the month next preceding the due date
of such payment and have not theretofore been made
the basis for the reduction of a Sinking Fund
payment; and

(iv) the principal amount of any Senior Debt
Securities of such Series set forth in a certificate
of the character described in clause (b) of Section
4.05, if any such certificate is to be concurrently
delivered to the Trustee;

(b) The Senior Debt Securities, if any, referred to in Section
4.06(a)(iii); and

SECTION 4.07. On or before the applicable date specified in the
Series Supplement or, if such day is not a business day, on the last business
day preceding such date of each year in which the Company is obligated to make
a Sinking Fund payment, the Company shall pay to the Trustee the amount of
cash, if any, payable on or before such Sinking Fund payment date, after giving
credit for the principal amount of any Senior Debt Securities delivered
pursuant to clause (a) of Section 4.05 or referred to in any certificate
delivered pursuant to clause (b) of Section 4.05, in respect of such Sinking
Fund payment date.

SECTION 4.08. In the event that the amount of cash specified in the
certificate given pursuant to Section 4.06, plus the amount, if any, of cash
then held pursuant to Section 4.10, is in excess of one percent of the required
sinking fund payment, the Trustee shall, as soon as practicable after the
receipt of such certificate, take the action herein specified to call for
redemption, at the Sinking Fund redemption price, on the next succeeding
Sinking Fund payment date, an amount of Senior Debt Securities of such Series
sufficient to exhaust such funds as nearly as may be.

SECTION 4.09. The Senior Debt Securities to be redeemed from time to
time as provided in Section 4.04 or Section 4.08 shall be selected by the
Trustee for redemption in the manner provided in Section 4.02 and notice
thereof shall be given by the Trustee to the Company, and the Company hereby
irrevocably authorizes the Trustee, in the name of and at the expense of the
Company, to give notice on behalf of the Company of the call of such Senior
Debt Securities, all in the manner and with the effect in this Article Four
specified, except that, in addition to the matters required to be included in
such notice by Section 4.02, such notice shall also state that the Senior Debt
Securities therein designated for redemption are to be redeemed through
operation of the Sinking Fund. Such Senior Debt Securities shall be redeemed
and paid in accordance with such notice in the manner and with the effect
provided in Sections 4.02 and 4.03.

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Senior Debt Securities redeemed through operation of the Sinking Fund
are to be redeemed at the redemption price prescribed by the terms of the
Series Supplement creating the particular Series for redemption through
operation of the Sinking Fund, such price being sometimes referred to herein as
the Sinking Fund redemption price.

SECTION 4.10. In the event that at the time of the receipt of the
Officers' Certificate required by Section 4.06 the sum of the amount of cash
required to be paid to the Trustee pursuant to Section 4.07 and the amount of
cash then in the hands of the Trustee in the Sinking Fund and not required for
payment of Senior Debt Securities previously called for redemption or purchased
through operation of the Sinking Fund, is one percent of the amount of the
required Sinking Fund payment or less, such moneys shall not, unless requested
by the Company, in said Officers' Certificate, be applied to the redemption of
Senior Debt Securities, but shall be retained by the Trustee in the manner
directed by the Company in writing and added to the Sinking Fund payment to be
made in cash on the next succeeding Sinking Fund payment date, or, upon request
of the Company, shall be applied by the Trustee, to the extent practicable,
prior to the next succeeding Sinking Fund payment date to the purchase of
Senior Debt Securities of such Series, by public or private purchase in the
open market or otherwise, at prices (excluding accrued interest and brokerage
commissions) not exceeding the Sinking Fund redemption price.

SECTION 4.11. All Senior Debt Securities surrendered to or purchased
by the Trustee, pursuant to the provisions of this Article Four, shall be
forthwith cancelled by it, and at the written direction of the Company, such
Senior Debt Securities shall be disposed of by the Trustee, which shall deliver
its certificate of disposition thereof to the Company.

SECTION 4.12. The Trustee shall not redeem any Senior Debt Securities
of a Series with Sinking Fund moneys or mail any notice of redemption of Senior
Debt Securities of a Series during the continuance of any Event of Default with
respect to the Senior Debt Securities of such Series, except that where notice
of redemption of any Senior Debt Securities shall have been mailed prior to the
occurrence of such Event of Default, the Trustee shall redeem such Senior Debt
Securities provided funds are deposited with it for such purpose. Except as
aforesaid, any moneys in the Sinking Fund at such time, and any moneys
thereafter paid into the Sinking Fund, shall during the continuance of an Event
of Default be held as security for the payment of all the Senior Debt
Securities; provided, however, that in case such Event of Default shall have
been waived as permitted by this Indenture or otherwise cured, such moneys
shall thereafter be held and applied in accordance with the provisions of this
Article Four.

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ARTICLE FIVE.

PARTICULAR COVENANTS OF THE COMPANY AND THE GUARANTOR.

SECTION 5.01. The Company will duly and punctually pay or cause to be
paid the principal of and premium, if any, and interest on each of the Senior
Debt Securities at the place, at the respective times and in the manner
provided in the Senior Debt Securities.

SECTION 5.02. As long as any of the Senior Debt Securities remain
outstanding, the Company and the Guarantor will maintain in the Borough of
Manhattan, the City of New York, an office or agency where the Senior Debt
Securities may be presented for registration of transfer and exchange as in
this Indenture provided, and where the Senior Debt Securities may be presented
for payment, and where notices or demands to or upon the Company and the
Guarantor in respect of the Senior Debt Securities or of this Indenture may be
served. The Company and the Guarantor shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. In case the Company and the Guarantor shall fail to maintain such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof, notices or demands may be served at the
corporate trust offices of the Trustee.

The Company and the Guarantor may also from time to time designate one
or more other offices or agencies (in or outside of The City of New York) where
the Senior Debt Securities may be presented or surrendered for any or all of
such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company or the Guarantor of its obligation to maintain an office or agency in
The City of New York, for such purposes. The Company and the Guarantor shall
give prompt written notice to the Trustee of any such designation and any
change in the location of any such other office or agency.

SECTION 5.03. In order to prevent any accumulation of claims for
interest after maturity thereof, the Company will not directly or indirectly
extend or consent to the extension of the time for the payment of any claim for
interest on any of the Senior Debt Securities of a Series and will not directly
or indirectly be a party to or approve any such arrangement by the purchase or
funding of said claims for interest or in any other manner. No claim for
interest, the time of payment of which shall have been so extended or which
shall have been so purchased or funded, shall be entitled, in case of an Event
of Default with respect to the Senior Debt Securities of such Series hereunder,
to the benefit of this Indenture except after the prior payment in full of the
principal of all the Senior Debt Securities of such Series and premiums, if
any, and of all claims for interest not so extended, purchased or funded;
provided, however, that this Section 5.03 shall not apply in any case where an
extension shall be made pursuant to a plan

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proposed by the Company to the holders of all the Senior Debt Securities of
such Series then outstanding.

SECTION 5.04. The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 8.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

SECTION 5.05. (a) The Trustee is appointed the initial paying agent.
If the Company shall appoint a paying agent other than the Trustee, it will
cause such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of
this Section 5.05:

(1) that it will hold all sums held by it as such agent
for the payment of the principal of and premium, if any, and interest
on the Senior Debt Securities of a Series (whether such sums have been
paid to it by the Company or by any other obligor on the Senior Debt
Securities) in trust for the benefit of the holders of the Senior Debt
Securities of such Series,

(2) that it will give the Trustee written notice of any
default by the Company (or by any other obligor on the Senior Debt
Securities of any Series) in making any payment of the principal of or
premium, if any, or interest on the Senior Debt Securities of a Series
when the same shall be due and payable, and

(3) that it will, 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.

(b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest on
the Senior Debt Securities of a Series, set aside, segregate and hold in trust
for the benefit of the holders of the Senior Debt Securities of such Series a
sum sufficient to pay such principal and premium, if any, or interest so
becoming due. The Company will promptly notify the Trustee in writing of any
failure by it to take such action or the failure by any other obligor on the
Senior Debt Securities of such Series to make any payment of the principal of
or premium, if any, or interest on the Senior Debt Securities of such Series
when the same shall be due and payable.

(c) Anything in this Section 5.05 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it or any paying agent hereunder, as
required by this Section 5.05, such sums to be held by the Trustee upon the
trusts herein contained.

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(d) Anything in this Section 5.05 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 5.05 is subject
to the provisions of Section 13.03 and 13.04.

SECTION 5.06. On or before the 90th day after the end of the
Company's fiscal year beginning with the fiscal year ended December 31, 1996,
the Company will file with the Trustee a certificate (which need not comply
with Section 15.07) from its principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture.

SECTION 5.07. So long as any of the Senior Debt Securities are
outstanding, the Guarantor will not, and will not permit any Restricted
Subsidiary to, pledge, mortgage, hypothecate or grant a security interest in,
or permit any mortgage, pledge, security interest or other lien upon, any
property or assets owned by the Guarantor or any Restricted Subsidiary to
secure any Indebtedness, without making effective provision whereby the Senior
Debt Securities then outstanding shall (so long as such other Indebtedness
shall be so secured) be equally and ratably secured with any and all such other
Indebtedness and any other indebtedness similarly entitled to be equally and
ratably secured; provided, however, that this restriction shall not apply to
nor prevent the creation or existence of:

(a) any mortgage, pledge, security interest, lien or
encumbrance upon any property or assets created at the time of the
acquisition of such property or assets by the Guarantor or any
Restricted Subsidiary or within one year after such time to secure all
or a portion of the purchase price of such property or assets;

(b) any mortgage, pledge, security interest, lien or
encumbrance upon any property or assets existing thereon at the time
of the acquisition thereof by the Guarantor or any Restricted
Subsidiary (whether or not the obligations secured thereby are assumed
by the Guarantor or any Subsidiary);

(c) any mortgage, pledge, security interest, lien or
encumbrance upon any property or assets, whenever acquired, of any
corporation or other entity that becomes a Restricted Subsidiary after
the date hereof, provided that (i) the instrument creating such
mortgage, pledge, security interest, lien or encumbrance shall be in
effect prior to the time such corporation or other entity becomes a
Restricted Subsidiary and (ii) such mortgage, pledge, security
interest, lien or encumbrance shall only apply to properties or assets
owned by such corporation or other entity at the time it becomes a
Restricted Subsidiary or thereafter acquired by it from sources other
than the Guarantor or another Restricted Subsidiary;

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(d) any mortgage, pledge, security interest, lien or
encumbrance arising from or in connection with a conveyance by the
Guarantor or a Restricted Subsidiary of any production payment with
respect to oil, gas, natural gas, carbon dioxide, sulphur, helium,
coal, metals, minerals, steam, timber or other natural resources;

(e) any mortgage, pledge, security interest, lien or
encumbrance in favor of the Guarantor or any wholly-owned Subsidiary;

(f) any mortgage, pledge, security interest, lien or
encumbrance created or assumed by the Guarantor or a Restricted
Subsidiary in connection with the issuance of debt securities the
interest on which is excludable from gross income of the holder of
such security pursuant to the Internal Revenue Code of 1986, as
amended, for the purpose of financing, in whole or in part, the
acquisition or construction of property or assets to be used by the
Guarantor or a Subsidiary;

(g) any extension, renewal or refunding of any mortgage,
pledge, security interest, lien or encumbrance permitted by the
foregoing subparagraphs (a) through (f) above on substantially the
same property or assets theretofore subject thereto; or

(h) any mortgage, pledge, security interest, lien or
encumbrance securing any Indebtedness in an amount which, together
with all other Indebtedness secured by a mortgage, pledge, security
interest, lien or encumbrance that is not otherwise permitted by the
provisions of this Section 5.07, does not at the time of the
occurrence of the Indebtedness so secured exceed 15% of Consolidated
Net Tangible Assets.

In case the Guarantor or any Restricted Subsidiary shall propose to
pledge, mortgage, hypothecate or grant a security interest in any property or
assets owned by the Guarantor or any Restricted Subsidiary to secure any
Indebtedness other than as permitted by subdivisions (a) to (h), inclusive, of
this Section 5.07, the Guarantor will prior thereto give written notice thereof
to the Trustee, and the Guarantor will, or will cause such Restricted
Subsidiary to, prior to or simultaneously with such pledge, mortgage,
hypothecation or grant of security interest, by supplemental indenture executed
to the Trustee (or to the extent legally necessary to another trustee or
additional or separate trustee), in form satisfactory to the Trustee,
effectively secure (for so long as such other Indebtedness shall be so secured)
each Series of Senior Debt Securities then outstanding equally and ratably with
such Indebtedness and with any other indebtedness similarly entitled to be
equally and ratably secured. Such supplemental indenture shall contain the
provisions concerning the possession, control, release and substitution of
mortgaged and pledged property and securities and other appropriate matters
which

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are required by the Trust Indenture Act of 1939 (as in effect at the date of
execution of such supplemental indenture) and may also contain such additional
and amendatory provisions permitted by the Trust Indenture Act of 1939 as the
Guarantor and the Trustee shall deem advisable or appropriate or as the Trustee
shall deem necessary in connection with such pledge, mortgage, hypothecation or
grant of security interest.

For the purpose of this Section 5.07, the term "security interest"
shall include the interest of the lessor under a lease with a term of three
years or more that should be, in accordance with generally accepted accounting
principles, recorded as a capital lease, and any such lease of property or
assets not acquired from the Guarantor or any Restricted Subsidiary in
contemplation of such lease shall be treated as though the lessee had purchased
such property or assets from the lessor.

SECTION 5.08. The Guarantor will not enter into and will not permit a
Restricted Subsidiary to enter into any Sale and Leaseback Transaction with
respect to any Principal Property owned by the Guarantor or such Restricted
Subsidiary on the date of this Indenture, unless (a) such Sale and Leaseback
Transaction involves a lease for a term of not more than three years; (b) such
Sale and Leaseback Transaction is between the Guarantor or such Restricted
Subsidiary and a Subsidiary; (c) the Guarantor or such Restricted Subsidiary
would be entitled to incur indebtedness secured by a mortgage, pledge or other
lien or encumbrance on such Principal Property involved in such Sale and
Leaseback Transaction at least equal in amount to the Attributable Debt with
respect to such Sale and Leaseback Transaction pursuant to clause (h) of
Section 5.07 without equally and ratably securing the Senior Debt Securities of
any applicable Series pursuant to such covenant; or (d) the proceeds of such
Sale and Leaseback Transaction are at least equal to the fair market value
thereof (as determined in good faith by the Board of Director of the Guarantor)
and the Guarantor applies an amount equal to the greater of the net proceeds of
such sale or the Attributable Debt with respect to such Sale and Leaseback
Transaction within 180 days of such sale to either (or a combination of) (i)
the retirement (other than the mandatory retirement, mandatory prepayment or
sinking fund payment or by payment at maturity) of long- term debt of the
Guarantor or a Restricted Subsidiary (other than long-term debt that is
subordinated to the Senior Debt Securities) or (ii) the purchase, construction
or development of other comparable property.

ARTICLE SIX.

LISTS OF HOLDERS OF SENIOR DEBT SECURITIES AND
REPORTS BY THE COMPANY AND THE TRUSTEE.

SECTION 6.01. The Company covenants and agrees that it will furnish
or cause to be furnished to the Trustee within 30 days after each interest
payment date and at such other times as the

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Trustee may request in writing, within 10 days after receipt by the Company of
any such request, a list in such form as the Trustee may reasonably require
containing all information in the possession or control of the Company, or any
of its paying agents, other than the Trustee, as to the names and addresses of
the holders of the Senior Debt Securities of any Series obtained since the date
as of which the next previous list, if any, was furnished with respect to such
Series; but so long as the Trustee is the Senior Debt Security Registrar no
such list shall be required to be furnished and provided further that if the
Trustee is the paying agent hereunder but is not the Senior Debt Security
Registrar, the Company shall provide the foregoing list of the holders in a
timely fashion to allow the paying agent to perform its duties hereunder. Any
such list may be dated as of a date not more than 15 days prior to the time
such information is furnished or caused to be furnished, and need not include
information received after such date.

SECTION 6.02. (a) The Trustee shall preserve, in as current a form as
reasonably practicable, all information as to the names and addresses of the
holders of Senior Debt Securities (1) contained in the most recent list
furnished to it as provided in Section 6.01 and (2) received by it in the
capacity of Senior Debt Security Registrar or of paying agent (if so acting)
hereunder. The Trustee may destroy any list furnished to it pursuant to
Section 6.01 upon receipt of a new list so furnished.

(b) In case three or more holders of Senior Debt Securities
(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
Senior Debt Security for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other holders of Senior Debt Securities of a particular Series
(in which case the applicants must all hold Senior Debt Securities of such
Series) or with holders of all Senior Debt Securities with respect to their
rights under this Indenture or under the Senior 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 five business
days after the receipt of such application, at its election, either:

(1) afford such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 6.02, or

(2) inform such applicants as to the approximate number of
holders of Senior Debt Securities of such Series or all Senior 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 the provisions of subsection (a) of this Section 6.02, and as to
the approximate cost of mailing to such holders the form of proxy or
other communication, if any, specified in such application.

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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 such Series or all Senior Debt Securities,
as the case may be, whose name and address appears in the information preserved
at the time by the Trustee in accordance with the provisions of subsection (a)
of this Section 6.02, 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 five days after
such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange 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 Senior
Debt Securities of such Series or all Senior Debt Securities, as the case may
be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If said Commission, after opportunity for a
hearing upon the objections specified in the written statements 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, said 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 holders of Senior Debt Securities of
such Series or all Senior Debt Securities, as the case may be, with reasonable
promptness after the 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) Each and every holder of the Senior Debt Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor any Senior Debt Security
Registrar should be held accountable or liable by reason of the disclosure of
any such information as to the names and addresses of the holders of Senior
Debt Securities in accordance with the provisions of subsection (b) of this
Section 6.02, regardless of the source from which such information was derived,
that such disclosure shall not be deemed to be a violation of any existing law
or any law hereafter enacted to the fullest extent specified in Section 312(c)
of the Trust Indenture Act of 1939, and that the Trustee shall not be held
accountable or liable by reason of mailing any material pursuant to a request
made under said subsection (b) or for taking any action in good faith under
said subsection (b).

SECTION 6.03. (a) The Company and the Guarantor covenant and agree to
file with the Trustee, within 15 days after the Company and the Guarantor is
required to file the same with the Securities and Exchange 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 said Commission may from
time

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to time by rules and regulations prescribe) which the Company and the Guarantor
may be required to file with said Commission pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934; or, if the Company or the
Guarantor is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and said Commission, in
accordance with rules and regulations prescribed from time to time by said
Commission, such supplementary and periodic information, documents and reports
which may be required pursuant to section 13 of the Securities Exchange Act of
1934 in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations.

(b) The Company and the Guarantor covenant and agree to file with the
Trustee and the Securities and Exchange Commission, in accordance with the
rules and regulations prescribed from time to time by said Commission, such
additional information, documents and reports with respect to compliance by the
Company and the Guarantor with the conditions and covenants provided for in the
Indenture as may be required from time to time by such rules and regulations.

(c) The Company and the Guarantor covenant and agree to transmit by
mail to (i) the holders of Senior Debt Securities as their names and addresses
appear on the Senior Debt Security Register for each Series of Senior Debt
Securities, (ii) such holders of Senior Debt Securities of a Series as have,
within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, and (iii) to all holders of Senior
Debt Securities of a Series whose names and addresses have been furnished to or
received by the Trustee pursuant to Section 6.01 and Section 6.02, the
following: (1) 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 and the Guarantor pursuant to subsections (a) and (b) of this Section
6.03 as may be required by rules and regulations prescribed from time to time
by the Securities and Exchange Commission, and (2) within 120 days after the
end of each fiscal year of the Company and the Guarantor, copies of audited
financial statements, on a consolidated basis if applicable, including balance
sheets, statements of operations, statements of shareholders' equity and
statements of changes in financial position, together with the respective
reports of independent certified public accountants relating thereto.

SECTION 6.04. (a) Within 60 days after May 15 of each year commencing
with the year 1997, so long as any Senior Debt Securities of a particular
Series are outstanding hereunder, the Trustee shall transmit to the holders of
each such Series as hereinafter in this Section 6.04 provided, a brief report
dated as of such May 15, with respect to any of the following events which may
have occurred within the previous twelve months (but if no such event has
occurred within such period, no report needs to be transmitted):

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(1) any change to its eligibility under Section 8.09, and its
qualifications under Section 8.08;

(2) the creation of or any material change to a relationship
specified in paragraphs (1) through (10) of Section 8.08(c);

(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 the Senior Debt Securities of
such 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 unpaid aggregate
not more than one-half of one percent of the principal amount of the
Senior Debt Securities of such Series outstanding on the date of such
report;

(4) the amount, interest rate and maturity date of all other
indebtedness owing by the Company and the Guarantor (or by any other
obligor on the Senior 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 upon a creditor relationship arising in
any manner described in paragraphs (2), (3), (4) or (6) of subsection
(b) of Section 8.13;

(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 change to any release, or release and substitution, of
property subject to the lien of this Indenture (and consideration
therefor, if any) not previously reported;

(7) any additional issue of Senior Debt Securities not
previously reported; and

(8) any action taken by the Trustee in the performance of its
duties under this Indenture which it has not previously reported and
which in its opinion materially affects the Senior Debt Securities
except action in respect of a default, notice of which has been or is
to be withheld by it in accordance with the provisions of Section
7.07.

(b) The Trustee shall transmit to the holders of a Series, as
hereinafter provided, 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

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pursuant to the provisions of subsection (a) of this Section 6.04 (or if no
such report has yet been so transmitted, since the date of execution of this
Indenture), for the reimbursement of which it claims or may claim a lien or
charge prior to that of the Senior Debt Securities of such Series, on property
or funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection (b), 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 percent or less of the principal amount of
Senior Debt Securities of such Series outstanding at such time, such report to
be transmitted within 90 days after such time.

(c) Reports pursuant to this Section 6.04 shall be transmitted by mail
to (i) all holders of Senior Debt Securities of a Series, as the names and
addresses of such holders appear upon the Senior Debt Security Register, (ii)
such holders of Senior Debt Securities of a Series as have, within the two
years preceding such transmission, filed their names and addresses with the
Trustee for that purpose, and (iii) to all holders of Senior Debt Securities of
a Series whose names and addresses have been furnished to or received by the
Trustee pursuant to Section 6.01 and Section 6.02.

(d) A copy of each such report shall, at the time of such transmission
to holders, be filed by the Trustee with each stock exchange upon which the
Senior Debt Securities are listed and also with the Securities and Exchange
Commission. The Company agrees to notify the Trustee when and as the Senior
Debt Securities of any Series become listed on any stock exchange.

ARTICLE SEVEN.

REMEDIES OF THE TRUSTEE AND HOLDERS OF SENIOR
DEBT SECURITIES IN EVENT OF DEFAULT.

SECTION 7.01. In case one or more of the following Events of Default
with respect to the Senior Debt Securities of a Series shall have occurred and
be continuing, that is to say:

(a) default in the payment of any installment of interest upon
any of the Senior Debt Securities of such Series as and when the same
shall become due and payable, and continuance of such default for a
period of 30 days; or

(b) default in the payment of the principal of or premium, if
any, on any of the Senior Debt Securities of such Series or of any
Sinking Fund payment as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or

(c) failure on the part of the Company or the Guarantor duly
to observe or perform any other of the covenants or agreements on the
part of the Company or the Guarantor in the

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Senior Debt Securities or in this Indenture contained for a period of
60 days after the date on which written notice (such written notice to
state it is a "Notice of Default" hereunder) of such failure,
requiring the Company to remedy the same, shall have been given to the
Company or the Guarantor by the Trustee, or to the Company, the
Guarantor and the Trustee by the holders of at least 25 per cent in
principal amount of the Senior Debt Securities of such Series at the
time outstanding; or

(d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company or the Guarantor
in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Company or the Guarantor or for any
substantial part of their respective property or ordering the winding
up or liquidation of their respective affairs, and such decree or
order shall remain unstayed and in effect for a period of 60
consecutive days; or

(e) the Company or the Guarantor shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order
for relief in an involuntary case under any such law, or consent to
the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of
the Company or the Guarantor or for any substantial part of their
respective property, or make any general assignment for the benefit of
creditors, or shall fail generally to pay their respective debts as
they become due, or corporate action shall be taken by the Company or
the Guarantor in furtherance of any such action; or

(f) default or event of default under any of the Private
Placement Notes, which default or event of default shall have resulted
in all or part of the Indebtedness evidenced by the Private Placement
Notes becoming or being declared due and payable prior to the date on
which such Indebtedness otherwise would have become due and payable,
without each such acceleration having been rescinded or annulled
within a period of 15 days after there shall have been given by
certified or registered mail to the Company and the Guarantor by the
Trustee, or to the Company, the Guarantor and the Trustee by the
holders of at least 25% in aggregate principal amount of the Senior
Debt Securities of such Series then outstanding, a written notice
specifying each such default and acceleration and requiring the
Company or the Guarantor to cause each such default and acceleration
to be rescinded or annulled; or

(g) any other Event of Default specially provided with
respect to the Senior Debt Securities of such Series;

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then, and in each and every such case, unless the principal of all the Senior
Debt Securities of such Series shall have already become due and payable,
either the Trustee or the holders of not less than 25 per cent in aggregate
principal amount of the Senior Debt Securities of such Series then outstanding
hereunder, by notice in writing to the Company and the Guarantor (and to the
Trustee if given by holders of Senior Debt Securities), may, and at the request
of the holders of not less than 25 per cent in aggregate principal amount of
the Senior Debt Securities of such Series then outstanding hereunder, the
Trustee by notice in writing to the Company and the Guarantor shall, declare
the principal of all the Senior Debt Securities of such Series 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 said
Senior Debt Securities of such Series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if,
at anytime after the principal of the Senior Debt Securities of such Series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company and the Guarantor shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Senior Debt Securities of that Series and the principal of and
premium, if any, on any and all such Senior Debt Securities which shall have
become due otherwise than by acceleration (with interest upon such principal
and premium, if any, and, to the extent that payment of such interest is
enforceable under applicable law, upon overdue installments of interest, at the
rate borne by the Senior Debt Securities of that Series to the date of such
payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith, and any and all defaults under this Indenture,
other than the nonpayment of the principal of Senior Debt Securities of that
Series which shall have become due by acceleration, shall have been remedied --
then, and in every such case, the holders of a majority in aggregate principal
amount of the Senior Debt Securities of such Series then outstanding, by
written notice to the Company and the Guarantor and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then, and in every such case, the
Company, the Guarantor, the Trustee and the holders of the Senior Debt
Securities of such Series shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Guarantor and the Trustee and the

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holders of the Senior Debt Securities of such Series shall continue as though
no such proceedings had been taken.

The Trustee shall not be charged with notice of any default or Event
of Default under subsections (c), (d), (e), (f) or (g) of this Section 7.01
unless the Trustee shall have actually received (at its corporate trust office)
written notice thereof from the Company, the Guarantor or any holder of Senior
Debt Securities describing said default or Event of Default.

SECTION 7.02. The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Senior Debt
Securities of a Series, as and when the same shall become due and payable, and
such default, shall have continued for a period of 60 days, or (2) in case
default shall be made in the payment of the principal of or premium, if any, on
any of the Senior Debt Securities of a Series or of any Sinking Fund payment
when the same shall have become payable, whether upon maturity of the Senior
Debt Securities of such Series or upon redemption or upon declaration or
otherwise then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Senior Debt Securities of such
Series, the whole amount that then shall have become due and payable on all
such Senior Debt Securities of such Series for principal and premium, if any,
or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon overdue installments of interest at
the rate borne by the Senior Debt Securities of such Series; and, in addition
thereto, such further amount as shall be sufficient to cover reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Company, the Guarantor or any other
obligor upon the Senior Debt Securities and collect in the manner provided by
law out of the property of the Company, the Guarantor or other obligor upon the
Senior Debt Securities wherever situated the moneys adjudged or decreed to be
payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company, the Guarantor or any other obligor upon the
Senior Debt Securities under the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or similar
laws relative to the Company, the Guarantor or to such other obligor, its
creditors or its property, or in case a receiver or trustee shall have been
appointed for its property, or in case of any other judicial proceedings
relative to the Company, the Guarantor or other obligor

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upon the Senior Debt Securities, its creditors or its property, the Trustee
irrespective of whether the principal of any Senior 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 pursuant to the
provisions of this Section 7.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and premium, if any, and interest
owing and unpaid in respect of the Senior Debt Securities, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the holders of Senior Debt Securities allowed in any judicial
proceedings relative to the Company, the Guarantor or other obligor upon the
Senior Debt Securities, its creditors or its property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of the
holders of Senior Debt Securities and of the Trustee on their behalf; and any
receiver, assignee, liquidator, sequestrator or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Senior Debt
Securities to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to the holders of Senior Debt
Securities, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
8.06.

All rights of action and of asserting claims under this Indenture, or
under any of the Senior Debt Securities, may be enforced by the Trustee without
the possession of any of the Senior Debt Securities, or the production thereof
in any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the holders of the Senior Debt Securities.

In case of a default of which the Trustee has or is deemed to have
notice hereunder occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specified enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the trustee by this Indenture or by law.

SECTION 7.03. Any moneys collected by the Trustee pursuant to Section
7.02 shall be applied in the following order, at the date

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or dates fixed by the Trustee and, in case of the distribution of such moneys
on account of principal or premium, if any, or interest, upon presentation of
the several Senior Debt Securities, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection,
and reasonable compensation, expenses, disbursements and advances of
the Trustee, it agents and counsel, and any other amounts due to the
Trustee under this Indenture, including without limitation amounts due
under Section 8.06;

SECOND: In case the principal of the Senior Debt Securities
of a Series shall not have become due, to the payment of interest on
the Senior Debt Securities, in the order of the maturity of the
installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by the Senior Debt
Securities of such Series, such payments to be made ratably to the
persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Senior Debt Securities of
a Series shall have become due, by declaration or otherwise, to the
payment of the whole amount then owing and unpaid upon the Senior Debt
Securities of such Series for principal, and premium, if any, and
interest, with interest on the overdue principal, and premium, if any,
and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate borne by
the Senior Debt Securities of such Series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and
unpaid on the Senior Debt Securities of such Series, then to the
payment of such principal, and premium, if any, and interest, without
preference or priority of principal, and premium, if any, over
interest, or of interest over principal, and premium, if any, or of
any installment of interest over any other installment of interest, or
of any Senior Debt Security of such Series over any other Senior Debt
Security of such Series, ratably to the aggregate of such principal,
and premium, if any, and accrued and unpaid interest.

SECTION 7.04. No holder of any Senior Debt Security of a Series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceedings at law or in equity or in bankruptcy or
otherwise, upon or under or with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of
default in respect of such Series and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than 25 percent
in aggregate principal amount of the Senior Debt Securities of such Series then
outstanding shall have made written

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request upon the Trustee to institute such action or proceedings in its own
name as Trustee hereunder and shall have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action or proceedings and no direction inconsistent with such written request
shall have been given to the Trustee pursuant to Section 7.06; it being
understood and intended, and being expressly covenanted by the owner and holder
of every Senior Debt Security of such Series with every other such owner and
holder and the Trustee, that no one or more holders of Senior Debt Securities
of a Series shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of the holders of any other of such Senior Debt Securities of such
Series, or to obtain or seek to obtain priority over or preference to any other
such holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Senior Debt Securities of such Series. For the protection and enforcement of
the provisions of this Section 7.04, each and every holder of such Series and
the Trustee shall be entitled to such relief as can be given either at law or
in equity.

Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Senior Debt Security to receive payment of the
principal of, and premium, if any, and interest on, such Senior Debt Security,
on or after the respective due dates expressed in such Senior Debt Security, or
to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
holder.

SECTION 7.05. All powers and remedies given by this Article Seven to
the Trustee or to the holders of Senior Debt Securities shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or such holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any holder of any of the Senior Debt Securities
to exercise any right or power accruing upon any default occurring and
continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 7.04, every power and remedy given by this
Article Seven or by law to the Trustee or to the holders of Senior Debt
Securities may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by such holders.

SECTION 7.06. The holders of a majority in aggregate principal amount
of the Senior Debt Securities of a Series at the time outstanding shall have
the right to direct the time, method, and place of conducting any proceeding of
any remedy available to

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the Trustee with respect to the Senior Debt Securities of such Series, or
exercising any trust or power conferred on the Trustee with respect to such
Series; provided, however, that the Trustee shall be entitled to receive
indemnity or security satisfactory to it prior to following such direction or
taking such action, and providing further that subject to the provisions of
Section 8.01 the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel shall determine that the
action so directed may not lawfully be taken, or if the Trustee in good faith
shall, by a responsible officer or officers, determine that the action so
directed would be unduly prejudicial to the holders of the Senior Debt
Securities of such Series not taking part in such direction or would involve
the Trustee in personal liability. Prior to the declaration of the maturity of
the Senior Debt Securities of any Series as provided in Section 7.01, the
holders of a majority in aggregate principal amount of the Senior Debt
Securities of a Series at the time outstanding may on behalf of the holders of
all of the Senior Debt Securities of such Series waive any past default
hereunder and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on, any of the Senior Debt
Securities of such Series or in respect of a covenant or provision hereof which
under Section 11.02 cannot be modified or amended without the consent of the
holder of each Senior Debt Security so affected. In the case of any such
waiver, the Company, the Trustee and the holders of the Senior Debt Securities
of such Series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 7.07. The Trustee shall, within 90 days after the occurrence
of a default with respect to a Series of which the Trustee has or is deemed to
have knowledge hereunder, give to the holders of such Series, in the manner and
to the extent provided in subsection (c) of Section 6.04, notice of all such
defaults, unless such default shall have been cured before the giving of such
notice (the term "default" or "defaults" for the purposes of this Section 7.07
being hereby defined to be any event or events, as the case may be, specified
in clause (a), (b), (c), (d), (e) and (f) of Section 7.01, not including
periods of grace, if any, provided for therein and irrespective of the giving
of the written notice specified in clause (c) and (f) of Section 7.01);
provided, however, that, except in the case of default in the payment of the
principal of, or premium, if any, or interest on, any of the Senior Debt
Securities, or in the payment of any Sinking Fund installment, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
responsible officers, of the Trustee in good faith determines that the
withholding of such notice is in the interests of the holders of such Series.

SECTION 7.08. All parties to this Indenture agree, and each holder of
any Senior Debt Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion

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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 7.08 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder of Senior Debt Securities, or
group of holders of Senior Debt Securities, holding in the aggregate more than
10 percent in aggregate principal amount of the Senior Debt Securities of a
Series then outstanding, or to any suit instituted by any holder of Senior Debt
Securities for the enforcement of the payment of the principal of, or premium,
if any, or interest on, any Senior Debt Security, on or after the due date
expressed in such Senior Debt Security.

ARTICLE EIGHT.

CONCERNING THE TRUSTEE.

SECTION 8.01. The Trustee, prior to the occurrence of an Event of
Default with respect to the Senior Debt Securities of a particular Series and
after the curing or waiver of all Events of Default with respect to the Senior
Debt Securities of a particular Series which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Senior Debt
Securities of any Series has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

(a) prior to the occurrence of an Event of Default with respect to
the Senior Debt Securities of a particular Series and after the curing of all
Events of Default with respect to the Senior Debt Securities of any Series
which may have occurred:

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

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(2) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
any 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) the Trustee shall not be liable for any error of judgment made
in good faith by a responsible officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

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

None of the provisions contained in 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 there is reasonable ground for believing
that the repayment of such funds is not reasonably assured to it or at the
option of the Trustee indemnity satisfactory to the Trustee against such risk
or liability has not been provided.

Whether or not herein 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
8.01.

SECTION 8.02. Except as otherwise provided in Section 8.01:

(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, consent, direction,
approval, order, 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, direction, order or demand of the
Company or the Guarantor mentioned herein shall be sufficiently
evidenced by an instrument signed in the name of the Company or the
Guarantor by the Chairman of the Board, President or any Vice
President and the Secretary or an

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Assistant Secretary or the Treasurer or an Assistant Treasurer (unless
other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors of the Company or the
Guarantor may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company or the
Guarantor;

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

(d) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the holders of Senior Debt
Securities, pursuant to the provisions of this Indenture, unless such
holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

(e) The Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture;

(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,
consent, order, discretion, approval, 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 books, records and
premises of the Company and the Guarantor, 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
(other than an employee of the Trustee) appointed by it with due care
hereunder.

SECTION 8.03. The recitals contained herein and in the Senior Debt
Securities (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company and the Guarantor, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Senior Debt Securities. The Trustee shall not be accountable for the use

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or application by the Company of any of the Senior Debt Securities or of the
proceeds thereof.

SECTION 8.04. The Trustee or any paying agent or Senior Debt Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Senior Debt Securities with the same rights it would have if it were
not Trustee, paying agent or Senior Debt Security Registrar.

SECTION 8.05. Subject to the provisions of Section 13.04, all moneys
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. Neither the
Trustee nor any paying agent shall be under any liability for interest on any
moneys received by it hereunder except such as it may agree in writing with the
Company to pay thereon. So long as no Event of Default with respect to the
Senior Debt Securities of any Series shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by its President or any Vice President or
its Treasurer or an Assistant Treasurer.

SECTION 8.06. The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable
compensation for all services rendered by it hereunder (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), and, except as otherwise expressly provided, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.

If any property other than cash shall at any time be subject to a lien
in favor of the holders of Senior Debt Securities, the Trustee, if and to the
extent authorized by a receivership or bankruptcy court of competent
jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make advances for the purpose of preserving such
property or of discharging tax liens or other prior liens or encumbrances
thereon, provided that the Trustee shall be under no affirmative duty to make
such advances. The Company also covenants to indemnify the Trustee, its
directors, officers, employees or agents for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence,
intentional wrongdoing or bad faith on the part of the Trustee, its directors,
officers, employees or agents, arising out of or in connection with the
acceptance or administration of this trust, the offering, issuance or sale of
the Senior Debt Securities or any or all other transactions contemplated
hereunder, including the reasonable cost and expenses

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of defending against any claim of liability in the premises. The obligations
of the Company under this Section 8.06 to compensate the Trustee, its
directors, officers, employees or agents and to pay or reimburse the Trustee,
its directors, officers, employees or agents for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. The Trustee shall
give the Company prompt notice of any action commenced against it in respect of
which indemnity may be sought hereunder. The Trustee's failure to so notify
the Company, after the receipt by the Trustee at its Corporate Trust Office of
written notification of such action, shall not relieve the Company from any
liability under this Indenture with respect to such action except to the extent
the Company's ability to assert or maintain a defense to such action is
prejudiced by the Trustee's failure to so notify the Company. In any such
action the Company, by written notice to the Trustee, may assume the defense
thereof with counsel of the Trustee's choosing, who shall be subject to the
approval of the Company; and such approval shall not be unreasonably withheld
by the Company. In no event shall the Company be required to indemnify or
reimburse the Trustee hereunder in respect of any claim settled or compromised
without its consent. In no event shall the Company be liable for the fees and
expenses, which in all cases must be reasonable under the circumstances, of
more than one counsel in connection with any one action. Such additional
indebtedness shall be secured by a lien prior to that of the Senior Debt
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Senior Debt Securities of any Series.

SECTION 8.07. Except as otherwise provided in Section 8.01, whenever
in the administration of the provisions of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to
the Trustee and such Officers' Certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture
upon the faith thereof.

SECTION 8.08. (a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section 8.08, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign in the manner and with the effect specified in
Section 8.10, such resignation to become effective upon the appointment of a
successor trustee and such successor's acceptance of such appointment, and the
Company shall take prompt steps to have a successor appointed in the manner
provided in Section 8.10.

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(b) In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 8.08, the Trustee shall, within 10
days after the expiration of such 90 day period, transmit notice of such
failure to the holders of Senior Debt Securities in the manner and to the
extent provided in subsection (c) of Section 6.04.

(c) For the purposes of this Section 8.08 the Trustee shall be
deemed to have a conflicting interest if a default or an Event of Default
exists with respect to the Senior Debt Securities of any Series and if:

(1) the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the Company are outstanding
or is trustee for more than one outstanding "series of securities" (as
hereafter defined) issued under a single indenture (including, without
limitation, this Indenture) of the Company unless such other indenture
is a collateral trust indenture under which the only collateral
consists of Senior Debt Securities issued under this Indenture,
provided that there shall be excluded from the operation of this
paragraph any other Series of Senior Debt Securities issued under this
Indenture, and any other indenture or indentures under which other
securities, or certificates of interest or participation in other
securities, of the Company are outstanding if (i) this Indenture and
such other indenture or indentures (and all series of securities
issuable thereunder) are wholly unsecured and rank equally, and such
other indenture or indentures (and such series) are specifically
described in this Indenture or are hereafter qualified under the Trust
Indenture Act of 1939, unless the Securities and Exchange Commission
shall have found and declared by order pursuant to subsection (b) of
Section 305 or subsection (c) of Section 307 of the Trust Indenture
Act of 1939 that differences exist between the provisions of this
Indenture (or such series) and the provisions of such other indenture
or indentures (or such series) which are so likely to involve a
material conflict of interest as to make it necessary in the public
interest or for the protection of investors to disqualify the Trustee
from acting as such under this Indenture or such other indenture or
indentures, or (ii) the Company shall have sustained the burden of
proving, on application to the Securities and Exchange Commission and
after opportunity for hearing thereon, that the trusteeship under this
Indenture and such other indenture, or under more than one outstanding
series under a single indenture, is not so likely to involve a
material conflict of interest as to make it necessary in the public
interest or for the protection of investors to disqualify the Trustee
from acting as such under one of such indentures or with respect to
such series;

(2) the Trustee or any of its directors or executive
officers is an underwriter for the Company;

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(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect
common control with an underwriter for the Company;

(4) the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee, or
representative of the Company, or of an underwriter (other than the
Trustee itself) for the Company who is currently engaged in the
business of underwriting, except that (A) one individual may be a
director and/or an executive officer of the Trustee and a director
and/or an executive officer of the Company, but may not be at the same
time an executive officer of both the Trustee and the Company; (B) if
and so long as the number of directors of the Trustee in office is
more than nine, one additional individual may be a director and/or an
executive officer of the Trustee and a director of the Company; and
(C) the Trustee may be designated by the Company, or by any
underwriter for the Company, to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent, escrow agent, or
depositary, or in any other similar capacity, or, subject to the
provisions of paragraph (1) of this subsection (c), to act as trustee
whether under an indenture or otherwise;

(5) 10 percent or more of the voting securities of the
Trustee is beneficially owned either by the Company or by any
director, partner, or executive officer thereof, or 20 percent or more
of such voting securities is beneficially owned, collectively, by any
two or more of such persons; or 10 percent or more of the voting
securities of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner, or executive
officer thereof, or is beneficially owned, collectively, by any two or
more such persons;

(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), (A) 5 percent or more of
the voting securities, or 10 per cent or more of any other class of
security, of the Company, not including the Senior Debt Securities
issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (B) 10 percent
or more of any class of security of an underwriter for the Company;

(7) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), 5 per cent or more of the
voting securities of any person who, to the knowledge of the Trustee,
owns 10 percent or more of the voting securities of, or controls
directly or indirectly, or is under direct or indirect common control
with, the Company;

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(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), 10 per cent or more of
any class of security of any person who, to the knowledge of the
Trustee, owns 50 per cent or more of the voting securities of the
Company;

(9) the Trustee owns on the date of default upon the
Senior Debt Securities of any Series or any anniversary of such
default while such default upon the Senior Debt Securities of such
Series remains outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian,
committee or conservator, or in any other similar capacity, an
aggregate of 25 per cent or more of the voting securities, or of any
class of security, of any person, the beneficial ownership of a
specified percentage of which would have constituted a conflicting
interest under paragraph (6), (7) or (8) of this subsection (c). As
to any such securities of which the Trustee acquired ownership through
becoming executor, administrator, or testamentary trustee of an estate
which included them, the provisions of the preceding sentence shall
not apply, for a period of two years from the date of such
acquisition, to the extent that such securities do not exceed 25
percent of such voting securities or 25 per cent of any such class of
security. Promptly after the dates of any such default upon the
Senior Debt Securities of any Series and annually in each succeeding
year that the Senior Debt Securities of such Series remain in default,
the Trustee shall make a check of its holdings of such securities in
any of the above-mentioned capacities as of such dates. If the
Company fails to make payment in full of principal of or interest on
any of the Senior Debt Securities when and as the same become due and
payable, and such failure continues for 30 days thereafter, the
Trustee shall make a prompt check of its holdings of such securities
in any of the above-mentioned capacities as of the date of the
expiration of such 30 day period, and after such date, notwithstanding
the foregoing provisions of this paragraph (9), all such securities so
held by the Trustee, with sole or joint control over such securities
vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the
purposes of paragraphs (6), (7) and (8) of this subsection (c); or

(10) Except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 8.13(b), the Trustee
shall be or shall become a creditor of the Company.

For purposes of paragraph (1) of this subsection (c) and Section 7.06,
the term "series of securities" or "series" means a series, class or group of
securities issuable under an indenture pursuant to whose terms holders of one
such series may vote to direct the trustee, or otherwise take action pursuant
to a vote of such holders, separately from holders of another series; provided,

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that "series of securities" or "series" shall not include any series of
securities issuable under an indenture if all such series rank equally and are
wholly unsecured.

The specifications of percentages in paragraphs (5) to (9), inclusive,
of this subsection (c) shall not be construed as indicating that the ownership
of such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (c).

For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (C) the Trustee shall not be
deemed to be the owner or holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in
default as defined in clause (B) above, or (ii) any security which it holds as
collateral security under this Indenture, irrespective of any default
hereunder, or (iii) any security which it holds as agent for collection, or as
custodian, escrow agent, or depositary, or in any similar representative
capacity.

Except as above provided, the word "security" or "securities" as used
in this Indenture shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, or, in general, any
interest or instrument commonly known as a "security", or any certificate of
interest or participation in, temporary or interim certificate for, receipt
for, guarantee of or warrant or right to subscribe to or purchase, any of the
foregoing.

(d) For the purposes of this Section 8.08:

(1) The term "underwriter" when used with reference to
the Company shall mean every person who, within one year prior to the
time as of which the determination is made, has purchased from the
Company with a view to, or has offered for sale or has sold for the
Company in connection with, the distribution of any security of the
Company outstanding at such time, or has participated or has had a
direct or indirect participation in any such undertaking, or has
participated or has had a participation in the direct or indirect
underwriting

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of any such undertaking, but such term shall not include a person
whose interest was limited to a commission from an underwriter or
dealer not in excess of the usual and customary distributors' or
sellers' commission.

(2) The term "director" shall mean any director of a
corporation or any individual performing similar functions with
respect to any organization whether incorporated or unincorporated.

(3) The term "person" shall mean an individual, a
corporation, a partnership, an association, a joint-stock company, a
trust, an unincorporated organization, or a government or political
subdivision thereof. As used in this paragraph, the term "trust"
shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.

(4) The term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security
issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the
direction or management of the affairs of a person.

(5) The term "Company" shall mean any obligor upon the Senior
Debt Securities.

(6) The term "executive officer" shall mean the president,
every vice president, every trust officer, the cashier, the secretary
and the treasurer of a corporation, and any individual customarily
performing similar functions with respect to any organization whether
incorporated or unincorporated, but shall not include the chairman of
the board of directors.

(e) The percentage of voting securities and other securities
specified in this Section 8.08 shall be calculated in accordance with the
following provisions:

(A) A specified percentage of the voting securities of
the Trustee, the Company or any other person referred to in this
Section 8.08 (each of whom is referred to as a "person" in this
paragraph) means such amount of the outstanding voting securities of
such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all
the outstanding voting securities of such person are entitled to cast
in the direction or management of the affairs of such person.

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(B) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding.

(C) The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of
units if relating to any other kind of security.

(D) The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities shall not
be deemed outstanding within the meaning of this definition:

(i) Securities of an issuer held in a sinking
fund relating to another class of securities of the issuer of
the same class.

(ii) Securities of an issuer held in a sinking
fund relating to another class of securities of the issuer, if
the obligation evidenced by such other class of securities is
not in default as to principal or interest or otherwise.

(iii) Securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise.

(iv) Securities held in escrow if placed in escrow
by the issuer thereof;

provided, however, that any voting securities of an issuer shall be
deemed outstanding if any person other than the issuer is entitled to
exercise the voting rights thereof.

(E) A security shall be deemed to be of the same class as
another if both securities confer upon the holder or holders thereof
substantially the same rights and privileges; provided, however, that,
in the case of secured evidences of indebtedness, all of which are
issued under a single indenture, differences in the interest rates or
maturity dates of various series thereof shall not be deemed
sufficient to constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of indebtedness,
differences in the interest rates or maturity dates thereof shall not
be deemed sufficient to constitute them securities of different
classes, whether or not they are issued under a single indenture.

SECTION 8.09. The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State or of the District of Columbia, authorized under such laws to
exercise corporate trust powers,

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having a combined capital and surplus of at least $10,000,000, subject to
supervision or examination by Federal, State or District of Columbia authority.
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 8.09, 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
under this Indenture or any Series Supplement. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.09, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.10.

SECTION 8.10. (a) The Trustee may at any time resign with respect to
one or more or all Series of Senior Debt Securities by giving written notice by
first-class mail of such resignation to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
by written instrument in duplicate executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment 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, or any holder who has been a bona fide holder of a Senior Debt
Security or Senior Debt Securities of the applicable Series for at least six
months may, subject to the provisions of Section 8.08, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee. Any resignation of
the Trustee shall be subject to the provisions of subparagraph (d) hereof.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions
of subsection (a) of Section 8.08 with respect to any Series of Senior
Debt Securities after written request therefor by the Company or by
any holder who has been a bona fide holder of a Senior Debt Security
or Senior Debt Securities for at least six months, or

(2) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.09 and shall fail to resign after
written request therefor by the Company or by any such holder, or

(3) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of

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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, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.08, any holder who has been a bona fide
holder of a Senior Debt Security or Senior Debt Securities of such Series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to the applicable Series and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee with respect to the
applicable Series and appoint a successor trustee.

(c) The Company may also remove the Trustee, pursuant to the
procedures set forth in Section 8.10(b) hereof, if the Company has given 60
days written notice to the Trustee and the holders of the applicable Series of
Senior Debt Securities and has delivered to the Trustee and such holders of
Senior Debt Securities an Officers' Certificate stating:

(1) the reasons for such removal;

(2) that such removal will in no way be detrimental to
the interests of such holders of Senior Debt
Securities; and

(3) the identity of the successor trustee to be
appointed;

provided that (i) such successor trustee shall have a combined capital and
surplus of at least $20,000,000, (ii) the rating assigned to the debt
obligations of such successor trustee by the rating agency or agencies rating
any such debt obligations shall be no lower than the rating assigned, at the
time of appointment of the Trustee being replaced, to the debt obligations of
the Trustee being replaced, and (iii) such successor trustee shall be
independent and shall be eligible to act as Trustee pursuant to Sections 8.08
and 8.09 hereof; and, provided further that if after receiving such notice, the
holders of a majority in principal amount of the outstanding Senior Debt
Securities of the applicable Series shall notify the Trustee that they are
opposed to such removal, the Company shall not be entitled to remove the
Trustee pursuant to this Section 8.10(c) and the Company shall not be entitled
to exercise its rights pursuant to this Section 8.10(c) for six months after
such notice by the holders of Senior Debt Securities.

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(d) The holders of a majority in aggregate principal amount of the
Senior Debt Securities of any Series at the time outstanding may at any time
remove the Trustee with respect to the Senior Debt Securities of such Series
and appoint a successor trustee of the applicable Series of Senior Debt
Securities by delivery to the Trustee so removed, to the successor trustee so
appointed and to the Company, the evidence provided for in Section 9.01 of the
action taken by the holders of the Senior Debt Securities.

(e) Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 8.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 8.11.

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
holders of the applicable Series of Senior Debt Securities as their names and
addresses appear in the Senior Debt Security Register. Each notice shall
include the name of the successor trustee and the address of its principal
corporate trust office. If the Company fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.

SECTION 8.11. Any successor trustee appointed as provided in Section
8.10 shall execute, acknowledge and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any
applicable Series shall become effective and such successor trustee without any
further act, deed or conveyance shall become vested with all the rights,
powers, duties and obligations of its predecessor, with like effect as if
originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the Trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the right and powers of the Trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 8.06.

If a successor trustee is appointed with respect to the Senior Debt
Securities of one or more (but not all) Series, the Company, the predecessor
trustee and each successor trustee with respect to the Senior Debt Securities
of any applicable Series shall execute and deliver an agreement supplemental
hereto which shall contain

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such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect
to the Senior Debt Securities of any Series as to which the predecessor trustee
is not retiring 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 agreement shall constitute such trustees co-trustees of
the same trust and that each such trustee shall be a trustee of a trust or
trusts under separate Indentures.

No successor trustee shall accept appointment as provided in this
Section 8.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

SECTION 8.12. 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 or 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 qualified under the provisions of
Section 8.08 and eligible under the provisions of Section 8.09, without the
necessity of the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Senior Debt Securities shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee, and deliver
such Senior Debt Securities so authenticated; and in case at that time any of
the Senior Debt Securities shall not have been authenticated, any successor to
the Trustee may authenticate such Senior Debt Securities either in the name of
any predecessor hereunder or in the name of the successor trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Senior Debt Securities or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or authenticate Senior
Debt Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

SECTION 8.13. (a) Subject to the provisions of subsection (b) of this
Section 8.13, if the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company on the Senior Debt Securities
within three months prior to a default, as defined in subsection (c) of this
Section 8.13, or subsequent to such a default, then, unless and until such
default

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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 Senior Debt
Securities and the holders of other indenture securities (as defined in
subsection (c) of this Section 8.13):

(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such three
months' 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 three months' 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

(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, and (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 laws, as now or
hereafter constituted, or any other Federal or State bankruptcy,
insolvency or similar 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 three months' 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 three months' 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
8.13 would occur within three months; or

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(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held as
security for such claim as provided in such 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 three months' 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 preexisting claim of the Trustee as such creditor, such claim shall have
the same status as such preexisting 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 holders of Senior Debt Securities and the holders of
other indenture securities in such manner that the Trustee, the holders of
Senior Debt Securities 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 laws, as now
or hereafter constituted, or any other Federal or State bankruptcy, insolvency
or similar 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, the holders of Senior Debt
Securities and the holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or similar
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 in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other Federal or State
bankruptcy, insolvency or similar 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 said bankruptcy, receivership, or proceeding for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee, the
holders of Senior Debt Securities 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 the proceeds thereof, or (ii) in lieu
of such apportionment, in

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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, the
holders of Senior Debt Securities 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 three months' period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period,
it shall be subject to the provisions of this subsection (a) 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 three
months' period; and

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

(b) There shall be excluded from the operation of subsection (a)
of this Section 8.13 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;

(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 thereof, if notice of such advance and of the
circumstances surrounding the making thereof is given to the holders
of Senior Debt Securities 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 depositary, or
other similar capacity;

(4) an indebtedness created as a result of services
rendered or premises rented; or an indebtedness created as a

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result of goods or securities sold in a cash transaction as defined in
subsection (c) of this Section 8.13;

(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 8.13.

(1) The term "default" shall mean any failure to make payment in
full of the principal of or interest on any of the Senior 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" shall mean securities
upon which the Company is an obligor (as defined in the Trust Indenture Act of
1939) outstanding under any other indenture (A) under which the Trustee is also
trustee, (B) which contains provisions substantially similar to the provisions
of subsection (a) of this Section 8.13, and (C) under which a default exists at
the time of the apportionment of the funds and property held in said special
account.

(3) The term "cash transaction" shall mean any transaction in
which full payment for goods or securities sold is made within seven days after
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" shall mean any draft, bill
of exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company for the purpose of financing the purchase, processing,
manufacture, 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 form the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

(5) The term "Company" shall mean any obligor upon the Senior Debt
Securities.

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ARTICLE NINE.

CONCERNING THE HOLDERS OF SENIOR DEBT SECURITIES.

SECTION 9.01. Whenever in this Indenture it is provided that the
holders of a specified percentage in aggregate principal amount of the Senior
Debt Securities of a Series may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a)
by any instrument or any number of instruments of similar tenor executed by
holders in person or by agent or proxy appointed in writing, or (b) by the
record of the holders of the Senior Debt Securities of such Series voting in
favor thereof at any meeting of holders duly called and held in accordance with
the provisions of Article Ten, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of holders.

SECTION 9.02. Subject to the provisions of Section 9.01 and Section
9.05, proof of the execution of any instrument by a holder or his agent or
proxy and proof of the holding by any person of any of the Senior Debt
Securities of a Series shall be sufficient if made in the following manner:

The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction within the United States of America authorized to
take acknowledgments of deeds to be recorded in such jurisdiction, that the
person executing such instrument acknowledged to him the execution thereof, by
an affidavit of a witness to such execution sworn to before any such notary or
other such officer or by any other method or in any other manner as shall be
acceptable to the Trustee. If such execution is by an officer of a corporation
or association or a member of a partnership on behalf of such corporation,
association or partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority.

The ownership of Senior Debt Securities of a Series shall be proved by
the Senior Debt Security Register or by a certificate of the Senior Debt
Security Registrar thereof.

The Trustee shall not be bound to recognize any person as a holder
unless and until his title to the Senior Debt Securities held by him is proved
in the manner in this Article Nine provided.

The Trustee may require such additional proof of any matter referred
to in this Section 9.02 as it shall deem necessary.

The record of any holders' meeting shall be proved in the manner
provided in Section 10.06.

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SECTION 9.03. The Company, the Guarantor, the Trustee, any paying
agent and any Senior Debt Security Registrar may deem and treat the person in
whose name any Senior Debt Security shall be registered in the Senior Debt
Security Register as the absolute owner of such Senior Debt Security (whether
or not such Senior Debt Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by anyone other than the
Company or any Senior Debt Security Registrar) for the purpose of receiving
payment thereof or on account thereof and for all other purposes, and neither
the Company, the Guarantor, nor the Trustee nor any paying agent nor any Senior
Debt Security Registrar shall be affected by any notice to the contrary. All
such payments so made to any such registered holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Senior Debt Security.

SECTION 9.04. In determining whether the holders of the requisite
aggregate principal amount of Senior Debt Securities of a Series have concurred
in any direction, consent or waiver under this Indenture, Senior Debt
Securities of such Series which are owned by the Company, or any other obligor
on the Senior Debt Securities of such Series or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, or any other obligor on the Senior Debt Securities of
such Series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Senior Debt Securities of such Series which the Trustee
knows are so owned shall be so disregarded. Senior Debt Securities of such
Series so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section 9.04, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right to vote such
Senior Debt Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, or any such other obligor. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Senior Debt Securities of such Series,
if any, known by the Company to be owned or held by or for the account of any
of the above described persons; and, subject to the provisions of Section 8.01,
the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Senior Debt Securities of such Series not listed therein are outstanding for
the purposes of any such determination.

SECTION 9.05. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 9.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Senior Debt
Securities of a Series specified in this Indenture in connection with such
action, any holder of a Senior Debt Security of such Series the serial number

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of which is shown by the evidence to be included in the Senior Debt Securities
of such Series the holders of which have consented to such action may, by
filing written notice with the Trustee at its office and upon proof of holding
as provided in Section 9.02, revoke such action so far as concerns such Senior
Debt Security. Except as aforesaid, any such action taken by the holder of any
Senior Debt Security shall be conclusive and binding upon such holder and upon
all future holders and owners of such Senior Debt Security, and of any Senior
Debt Security issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Senior Debt
Security. Any action taken by the holders of the percentage in aggregate
principal amount of the Senior Debt Securities of a Series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Senior Debt Securities of such
Series.

ARTICLE TEN.

MEETINGS OF HOLDERS OF SENIOR DEBT SECURITIES.

SECTION 10.01. A meeting of holders of Senior Debt Securities of any
or all Series may be called at any time and from time to time pursuant to the
provisions of this Article Ten for any of the following purposes:

(1) to give any notice to the Company, the Guarantor or
to the Trustee, or to give any directions to the Trustee, or to
consent to the waiving of any default hereunder and its consequences,
or to take any other action authorized to be taken by holders pursuant
to any of the provisions of Article Seven;

(2) to remove the Trustee with respect to one or more or
all Series and appoint a successor trustee pursuant to the provisions
of Article Eight;

(3) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section
11.02; or

(4) to take any other action authorized to be taken by or
on behalf of the holders of any specified aggregate principal amount
of the Senior Debt Securities of any or all Series under any other
provision of this Indenture or under applicable law.

SECTION 10.02. The Trustee may at any time call a meeting of holders
of Senior Debt Securities to take any action specified in Section 10.01, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the holders of any or all Series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be mailed to such holders of Senior Debt

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Securities at their addresses as shown by the Senior Debt Security Register not
less than 20 nor more than 60 days prior to the date fixed for the meeting.

SECTION 10.03. In case at any time the Company, pursuant to a
resolution of its Board of Directors, shall have requested the Trustee to call
a meeting of holders of any or all Series, or the holders of at least 10 per
cent in aggregate principal amount of the Senior Debt Securities of the Series
then outstanding with respect to which a meeting is proposed to be called shall
have requested the Trustee to call a meeting of the holders of the applicable
Series, to take any action authorized in Section 10.01 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting
within 20 days after receipt of such request, then the Company or the holders
of Senior Debt Securities of the applicable Series in the amount above
specified may determine the time and the place for such meeting and may call
such meeting by mailing notice thereof as provided in Section 10.02.

SECTION 10.04. To be entitled to vote at any meeting of holders of
Senior Debt Securities of any or all Series a person shall (a) be a holder of
one or more Senior Debt Securities with respect to which such meeting was
called, or (b) be a person appointed by an instrument in writing as proxy by a
holder of one or more Senior Debt Securities with respect to which such meeting
was called. The only persons who shall be entitled to be present or to speak
at any meeting of holders of Senior Debt Securities of any or all Series shall
be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 10.05. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of holders of Senior Debt Securities, in regard to
proof of the holding of Senior Debt Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Senior Debt Securities shall be proved in the
manner specified in Section 9.02 and the appointment of any proxy shall be
proved in the manner specified in said Section 9.02 or by having the signature
of the person executing the proxy witnessed or guaranteed by any bank, banker
or trust company.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by holders as provided in Section 10.03, in which case the Company
or the holders calling the

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meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the holders of a majority in aggregate principal amount of the
Senior Debt Securities represented at the meeting and entitled to vote.

Subject to the provisions of Section 9.04, at any meeting each holder
or proxy shall be entitled to one vote for each $1,000 (unless otherwise
provided in the related Series Supplement) principal amount of Senior Debt
Securities of the Series entitled to vote held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Senior Debt Security challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Senior Debt Securities of the Series
entitled to vote held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other holders. Any meeting
of holders duly called pursuant to the provisions of Section 10.02 or 10.03 may
be adjourned from time to time, and the meeting may be held as so adjourned
without further notice.

At any meeting of holders of Senior Debt Securities of any or all
Series, the presence of persons holding or representing Senior Debt Securities
of the applicable Series in an aggregate principal amount sufficient to take
action upon the business for the transaction of which such meeting was called
shall be necessary to constitute a quorum; but, if less than a quorum be
present, the persons holding or representing a majority of the Senior Debt
Securities of the applicable Series represented at the meeting may adjourn such
meeting with the same effect as though a quorum had been present.

SECTION 10.06. The vote upon any resolution submitted to any meeting
of holders shall be by written ballots on which shall be subscribed the
signatures of the holders or proxies and the serial number or numbers of the
Senior Debt Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was mailed as provided in Section 10.02.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

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Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

ARTICLE ELEVEN.

SUPPLEMENTAL INDENTURES.

SECTION 11.01. Each of the Company and the Guarantor, when authorized
by resolutions of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

(a) to evidence the succession of another corporation to the
Company or the Guarantor or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of the
Company or the Guarantor pursuant to Article Twelve;

(b) to add to the covenants of either of the Company or the
Guarantor such further covenants, restrictions, conditions or provisions as its
Board of Directors, and the Trustee shall consider to be for the protection of
the holders of any Series of Senior Debt Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions, conditions or provisions a default or an
Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, however,
that in respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default or may limit the right of the holders of a majority in aggregate
principal amount of the Senior Debt Securities of a Series to waive such
default;

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee; or to make such other provisions in regard to
matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture, provided that such action
shall not adversely affect the interests of the holders of the Senior Debt
Securities; and

(d) to set forth the terms of any Series that has not theretofore
been authorized by a Series Supplement.

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The Trustee is hereby authorized to join with the Company and the
Guarantor in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee 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.

Any supplemental indenture authorized by the provisions of this
Section 11.01 may be executed by the Company, the Guarantor and the Trustee
without the consent of the holders of any of the Senior Debt Securities at the
time outstanding, notwithstanding any of the provisions of Section 11.02.

SECTION 11.02. With the consent (evidenced as provided in Section
9.01) of the holders of not less than a majority in aggregate principal amount
of the Senior Debt Securities of each Series to be affected at the time
outstanding, each of the Company and the Guarantor, when authorized by
resolutions of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Senior Debt Securities of such Series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Senior Debt Securities, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, without the consent
of the holder of each Senior Debt Security so affected, (ii) reduce the
aforesaid percentage of Senior Debt Securities of any Series, the consent of
the holders of which is required for any such supplemental indenture, without
the consent of the holders of all Senior Debt Securities of such Series then
outstanding, (iii) modify any of the provisions of this Section or Section
7.06, 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 Senior Debt Security affected thereby, or (iv) modify or
waive compliance with any provision of the Guarantee that adversely affects the
rights of any holder of Senior Debt Securities of any Series, other than the
merger or consolidation of the Company and the Guarantor with or into one
another (regardless of which shall be the resulting or surviving corporation),
without the consent of the holder of each Senior Debt Security affected
thereby.

Upon the request of the Company, accompanied by a copy of resolutions
of its and the Guarantor's Board of Directors certified by the Secretary or an
Assistant Secretary of the Company and the Guarantor authorizing the execution
of any such supplemental

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indenture, and upon the filing with the Trustee of evidence of the consent of
the holders as aforesaid, the Trustee shall join with the Company and the
Guarantor in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

It shall not be necessary for the consent of the holders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Company, the Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section 11.02, the Company shall mail to the holders to which such supplemental
indenture relates a notice, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Company to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

SECTION 11.03. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven, this Indenture shall be and
be deemed to be modified and amended in accordance therewith with respect to
each Series of Senior Debt Securities affected thereby or all Senior Debt
Securities, as the case may be, and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company, the Guarantor and the holders of Senior Debt Securities of each
Series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

The Trustee, subject to the provisions of Section 8.01, may receive an
Opinion of Counsel as conclusive evidence that any such supplemental indenture
complies with the provisions of this Article Eleven and that all conditions
precedent thereto have been met.

SECTION 11.04. Senior Debt Securities authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article Eleven or after any action taken at a meeting of holders of Senior
Debt Securities pursuant to Article Ten, 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 or as to any such action. New
Senior Debt Securities so modified as to conform, in the opinion of the Trustee
and the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture or reflecting such
action may be prepared by the Company, and such Senior Debt Securities may be

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authenticated by the Trustee and delivered in exchange for the Senior Debt
Securities then outstanding.

ARTICLE TWELVE.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

SECTION 12.01. (a) Nothing contained in this Indenture or in any of
the Senior Debt Securities shall prevent any consolidation or merger of the
Company or the Guarantor with or into any other corporation or corporations or
successive consolidations or mergers in which the Company or the Guarantor or
their respective successor or successors shall be a party or parties, or shall
prevent any sale or conveyance of the property of either of the Company or the
Guarantor as an entirety or substantially as an entirety to any other
corporation authorized to acquire and operate the same; provided, however, and
the Company and the Guarantor each hereby covenants and agrees, that any such
consolidation, merger, sale or conveyance shall be upon the condition that (a)
immediately after such consolidation, merger, sale or conveyance, the
corporation (whether the Company, the Guarantor or such other corporation)
formed by or surviving any such consolidation or merger, or to which such sale
or conveyance shall have been made, shall not be in default in the performance
or observance of any of the terms, covenants and conditions of this Indenture
to be kept or performed by the Company or the Guarantor; (b) the corporation
(if other than the Company or the Guarantor) formed by or surviving any such
consolidation or merger, or to which such sale or conveyance shall have been
made, shall be a corporation organized under the laws of the United States of
America or any state thereof; and (c) the due and punctual payment of the
principal of (and premium, if any) and interest on all of the Senior Debt
Securities, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be
performed, or observed by the Company or the Guarantor, as the case may be,
shall be expressly assumed by the corporation formed by such consolidation, or
into which the Company or the Guarantor shall have been merged, or by the
corporation which shall have acquired such property, by supplemental indenture,
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the corporation formed by such consolidation, or into which the Company or the
Guarantor shall have been merged, or by the corporation which shall have
acquired such property.

SECTION 12.02. In case of any such consolidation, merger, sale or
conveyance in accordance with Section 12.01, such successor corporation shall
succeed to and be substituted for the Company or the Guarantor, as the case may
be, with the same effect as if it had been named herein as a party, and the
Company and the Guarantor, as the case may be (including any intervening
successor to either hereunder), shall be relieved of any further obligation
under this Indenture and the Senior Debt Securities; provided, however, that in
the case of a sale or conveyance of the property of the Company or the
Guarantor, as the case may be (including any

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such intervening successor), in connection with which there is no plan
providing for the complete liquidation of the Company or the Guarantor, as the
case may be (including any such intervening successor), the Company or the
Guarantor, as the case may be (including any such intervening successor), shall
continue to be liable on its obligations under this Indenture and the Senior
Debt Securities to the extent, but only to the extent, of liability to pay the
principal of and premium, if any, and interest on the Senior Debt Securities at
the time, places and rate, and in the coin or currency, prescribed in this
Indenture and the Senior Debt Securities. Any such successor corporation to
the Company 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 Senior Debt Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of any such successor
corporation, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Senior Debt Securities which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any Senior
Debt Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. Any such successor
corporation to the Guarantor thereupon may cause to be signed the Guarantee
appearing on any or all of the Senior Debt Securities issuable hereunder which
theretofore shall not have been signed by the Guarantor and delivered to the
Trustee. All the Senior Debt Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Senior Debt
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Senior Debt Securities had been issued at
the date of the execution hereof.

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

SECTION 12.03. The Trustee, subject to the provisions of Sections 8.01
and 8.02, may receive an Officer's Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance
complies with the provisions of this Article Twelve and that all conditions
precedent herein provided relating to such transaction have been complied with.

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ARTICLE THIRTEEN.

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS.

SECTION 13.01. The Company may terminate its obligation under the
Senior Debt Securities of a Series and this Indenture with respect to such
Senior Debt Securities, except those obligations referred to in the immediately
succeeding paragraph, if at any time (a) the Company shall have delivered to
the Trustee for cancellation all Senior Debt Securities of any Series
theretofore authenticated and delivered (other than any Senior Debt Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08) and the Company shall have paid
or caused to be paid all sums payable by it hereunder, or (b) if the Company
has irrevocably deposited or caused to be deposited with the Trustee under the
terms of an irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds in trust solely for the benefit of the holders of
the Senior Debt Securities of such Series for that purpose, money or direct
non-callable obligations of, or non-callable obligations guaranteed by, the
United States of America for the payment of which guarantee or obligation the
full faith and credit of the United States is pledged ("U.S. Government
Obligations") maturing as to principal and interest in such amounts and at such
times as are sufficient, as verified in a Certificate of a Firm of Independent
Public Accountants, without consideration of any reinvestment of such interest,
to pay principal of and interest or sinking funds on the outstanding Senior
Debt Securities of such Series to maturity or redemption as the case may be,
provided that the Trustee or any paying agent shall have been irrevocably
instructed to apply such money or the proceeds of such U.S. Government
Obligations to the payment of said principal and interest and said sinking fund
with respect to the Senior Debt Securities of such Series. The Company may
make an irrevocable deposit pursuant to this Section 13.01 only if at such time
the Company shall have delivered to the Trustee and any such paying agent an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions herein precedent to the satisfaction and discharge of this Indenture
have been complied with and the Opinion of Counsel further states that the
making of such deposit (i) does not contravene or violate any provision of any
indenture, mortgage, loan agreement or other similar agreement known to such
counsel to which the Company is a party or by which it or any of its property
is bound, (ii) does not require registration by the deposit referred to above
under the Investment Company Act of 1940, as amended, and (iii) will not be an
event whereby holders of such Senior Debt Securities will recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance.

Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and 13.05 shall
survive until the maturity or redemption date of the Senior Debt Securities of
such Series and

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sufficient moneys are on deposit for the payment thereof. Thereafter, the
Company's obligations in Section 8.06, 13.04 and 13.05 shall survive.

After any such irrevocable deposit, the Trustee upon request shall (i)
acknowledge in writing the discharge of the Company's obligations under the
Senior Debt Securities of such Series and this Indenture except for those
surviving obligations specified above, (ii) execute, deliver and file
termination statements, releases and other instruments of satisfaction, release
and discharge with respect to such released security interest and (iii) assign,
transfer and deliver to the Company all the Trustee's rights and interest in
and to that portion of the trust estate so released.

SECTION 13.02. Subject to the provisions of Section 13.04, all moneys
or U.S. Government Obligations deposited with the Trustee pursuant to Section
13.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the holders of the particular Senior Debt Securities of the
applicable Series, for the payment or redemption of which such moneys or U.S.
Government Obligations have been deposited with the Trustee, of all sums due
and to become due thereon for principal and interest and premium, if any, and
Sinking Fund payments.

SECTION 13.03. In connection with the satisfaction and discharge of
this Indenture with respect to the Senior Debt Securities of any Series, all
moneys then held by any paying agent under the provisions of this Indenture
with respect to such Series of Senior Debt Securities shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such paying agent
shall be released from all further liability with respect to such moneys.

SECTION 13.04. Any moneys deposited with the Trustee or any paying
agent for the payment of the principal of and premium, if any, or interest on
Senior Debt Securities of any Series and not applied but remaining unclaimed by
the holders of Senior Debt Securities of such Series for two years after the
date upon which such payment shall have become due, shall be held uninvested
and without liability for interest and shall be repaid to the Company by the
Trustee or by such paying agent on demand; and the holder of any of the Senior
Debt Securities of the applicable Series entitled to receive such payment shall
thereafter look only to the Company for the payment thereof and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon
cease; provided, however, that the Trustee or such paying agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once a week for two successive weeks (in each case on any day of
the week) in an authorized newspaper a notice that said moneys have not been so
applied and that after a date named therein any unclaimed balance of said
moneys then remaining will be returned to the Company.

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SECTION 13.05. If the Trustee is unable to apply any money or U.S.
Government Obligations in accordance with Section 13.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Senior Debt Securities of
any Series affected thereby shall be revived and reinstated as though no
deposit had occurred pursuant to Section 13.01, until such time as the Trustee
is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 13.01; provided, however, that if the Company has made
any payment of interest on or principal of any Senior Debt Securities of such
Series because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the holders of such Senior Debt Securities to
receive such payment from the money or U.S. Government Obligations held by the
Trustee.

ARTICLE FOURTEEN.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

SECTION 14.01. No recourse under or upon any obligation, covenant or
agreement of this Indenture, the Guarantee or of any Senior Debt Security, or
for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company, the Guarantor or of any successor
corporation of either, either directly or through the Company or the Guarantor,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company, the Guarantor or of any
successor corporation of either, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture, the Guarantee or in the
Senior Debt Securities of any Series or implied therefrom; and that any and all
such personal liability, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture, the Guarantee
or in the Senior Debt Securities of any Series or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issue of such Senior Debt Securities.

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ARTICLE FIFTEEN.

MISCELLANEOUS PROVISIONS.

SECTION 15.01. All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Guarantor shall bind its successors and assigns, whether so
expressed or not.

SECTION 15.02. Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board,
committee or officer of the Company or the Guarantor shall and may be done and
performed with like force and effect by the like board, committee or officer of
any corporation that shall at that time be the successor of the Company or the
Guarantor, as applicable.

SECTION 15.03. The Company by instrument in writing executed by
authority of its Board of Directors and delivered to the Trustee may surrender
any of the powers or rights reserved to the Company and thereupon such power or
right so surrendered shall terminate both as to the Company and as to any
successor corporation. The Guarantor by instrument in writing executed by
authority of its Board of Directors and delivered to the Trustee may surrender
any of the powers or rights reserved to the Guarantor and thereupon such power
or right so surrendered shall terminate both as to the Guarantor and as to any
successor corporation.

SECTION 15.04. Any notice or demand which by any provisions of this
Indenture is required or permitted to be given or served by the Trustee, the
Guarantor or by the holders of Senior Debt Securities to or on the Company
shall be delivered by hand or sent by first-class mail, postage prepaid,
addressed (until another address is filed by the Company with the Trustee), as
follows: Fina Oil and Chemical Company, 8350 N. Central Expressway, Dallas,
Texas 75206, Attention: Vice President and Chief Financial Officer. Any
notice, direction, request or demand by the Company, the Trustee or any holder
of Senior Debt Securities to or upon the Guarantor shall be deemed to have been
sufficiently given or made, for all purposes, if delivered by hand or sent by
first-class mail, postage prepaid, addressed (until another address is filed by
the Guarantor with the Trustee), as follows: FINA, Inc., 8350 N. Central
Expressway, Dallas, Texas 75206, Attention: Vice President and Chief Financial
Officer. Any notice, direction, request or demand by the Company, the
Guarantor or any holder of Senior Debt Securities to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given
or made at any corporate trust office of the Trustee.

SECTION 15.05. Where this Indenture provides for notice to holders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and

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<PAGE> 93
mailed, first-class, postage prepaid, to each holder affected by such event, at
his address as it appears on the Senior Debt Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular holder shall affect the sufficiency of such notice
with respect to other holders, and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given.

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

In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to holders of Senior Debt Securities when such
notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

SECTION 15.06. This Indenture, each indenture supplemental thereto and
each Senior Debt Security shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State, provided that the rights, duties, immunities and
standard of care of the Trustee shall be governed by and construed in
accordance with the laws of the United States of America.

SECTION 15.07. Upon any application or demand by the Company or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Company or the Guarantor, as the case may be, shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including any covenant compliance with which constitutes a condition
precedent) provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except that
in the case of any such application or demand as to which the furnishing of
such document is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or
opinion need be furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement that the
person making such certificate or opinion

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has read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in
the opinion of such person, 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 or not, in the opinion of such person, such condition or covenant has
been complied with.

SECTION 15.08. In any case where the date of maturity of interest on
or principal of the Senior Debt Securities or the date fixed for redemption of
any Senior Debt Security shall not be a business day then payment of interest
or principal and premium, if any, to the holders need not be made on such date,
but may be made on the next succeeding business day with the same force and
effect as if made on the date of maturity or the date fixed for redemption, and
no interest shall accrue for the period after such date.

SECTION 15.09. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 15.10. In case any provision in this Indenture or in the
Senior 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 15.11. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 15.12. Unless specified otherwise in the Series Supplement,
interest on the Senior Debt Securities shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

SECTION 15.13. Texas Commerce Bank National Association hereby
accepts the trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

[Remainder of page intentionally left blank.]

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<PAGE> 95
IN WITNESS WHEREOF, FINA OIL AND CHEMICAL COMPANY has caused this
Indenture to be signed by its President or one of its Vice Presidents, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or an Assistant Secretary, FINA, INC. has caused this Indenture to be
signed by its President or one of its Vice Presidents, and its corporate seal
to be affixed hereunto, and the same to be attested by its Secretary or an
Assistant Secretary, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION has caused
this Indenture to be signed by one of its duly authorized trust officers and
its corporate seal to be affixed hereunto, and the same to be duly attested,
all as of the day and year first above written.

FINA OIL AND CHEMICAL COMPANY

By: /s/ Yves Bercy
----------------------------------
Yves Bercy,
Vice President, Chief Financial
Officer and Treasurer
ATTEST:

/s/ Linda Middleton
- -------------------------
Linda Middleton,
Secretary
FINA, INC.

By: /s/ Yves Bercy
----------------------------------
Yves Bercy,
Vice President, Chief Financial
Officer and Treasurer
ATTEST:

/s/ Linda Middleton
- -------------------------
Linda Middleton,
Assistant Secretary
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee

By: /s/ John G. Jones
----------------------------------
John G. Jones
Vice President and Trust Officer
ATTEST:

/s/ Nancye Patterson
- -------------------------
Name:N. Patterson
--------------------
Title:Vice President
-------------------

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<PAGE> 96
STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Yves Bercy and Linda Middleton, known to
me to be the persons and officers whose names are subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said FINA
OIL AND CHEMICAL COMPANY, a Delaware corporation, and that they executed the
same as the act of said corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Martha L. Christensen
------------------------------
Notary Public in and for the
State of Texas

My commission expires: Martha L. Christensen
------------------------------
(Type or print name)

May 6, 1997
- ---------------------

STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Yves Bercy and Linda Middleton, known to
me to be the persons and officers whose names are subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said FINA,
INC., a Delaware corporation, and that they executed the same as the act of
said corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Martha L. Christensen
------------------------------
Notary Public in and for the
State of Texas

My commission expires: Martha L. Christensen
------------------------------
(Type or print name)

May 6, 1997
- ---------------------

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<PAGE> 97
STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared John G. Jones and Nancye Patterson,
known to me to be the persons and officers whose names are subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association,
and that they executed the same as the act of said banking association for the
purposes and consideration therein expressed, and in the capacity therein
stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Doris C. Naylor
--------------------------------
Notary Public in and for the
State of Texas

My commission expires: Doris C. Naylor
--------------------------------
(Type or print name)

August 3, 1998
- ---------------------

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<PAGE> 98
EXHIBIT A

FINA OIL AND CHEMICAL COMPANY,
as Issuer

FINA, INC.,
as Guarantor

and

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee

SERIES _____ SUPPLEMENT

Dated as of ___________, 199__

INDENTURE

Dated as of July ___, 1996

$________________

[Senior Debt Securities]
<PAGE> 99
SERIES ______ SUPPLEMENT, dated as of _____________, 199___, between
FINA OIL AND CHEMICAL COMPANY, a Delaware corporation (together with its
successors and assigns as provided in the Indenture referred to below, the
"Company"), FINA, INC., a Delaware corporation (together with its successors
and assigns as provided in the Indenture referred to below, the "Guarantor"),
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association
(together with its successors in trust thereunder as provided in the Indenture
referred to below, the "Trustee"), as trustee under an Indenture dated as of
__________________, 199___, among the Company, the Guarantor and the Trustee
(the "Indenture").

PRELIMINARY STATEMENT

Section 2.02 of the Indenture provides, among other things, that the
Company, when authorized by its Board of Directors, the Guarantor and the
Trustee may at any time and from time to time enter into an indenture
supplemental to the Indenture for the purpose of authorizing a Series of Senior
Debt Securities and to specify certain terms of such Series of Senior Debt
Securities. The Board of Directors of the Company has duly authorized the
creation of a Series of Senior Debt Securities with an aggregate principal
amount of $___________________ to be known as the Company's [Senior Debt
Securities], (the "[Senior Debt Securities]") , and the Company, the Guarantor
and the Trustee are executing and delivering this Series _____ Supplement in
order to provide for the [Senior Debt Securities].

SECTION 1. Designation.

The [Senior Debt Securities] shall be designated as the Company's
[Senior Debt Securities].

SECTION 2. Date of [Senior Debt Securities].

The [Senior Debt Securities] which are authenticated and delivered by
the Trustee to or upon the order of the Company on the Closing Date for the
[Senior Debt Securities] shall be dated __________________, _____. All other
[Senior Debt Securities] which are authenticated after the Closing Date for any
other purpose under the Indenture shall be dated the date of their
authentication. For the purposes of this Section 2, "Closing Date" shall mean
the date on which the [Senior Debt Securities] are first executed,
authenticated and delivered.

SECTION 3. Aggregate Principal Amount.

The aggregate principal amount of [Senior Debt Securities] that may be
authenticated and delivered under the Indenture and this Series _____
Supplement is limited to $_____________________.

SECTION 4. Interest Rate.

The [Senior Debt Securities] shall bear interest at the rate of
______% per annum.
<PAGE> 100
SECTION 5. Interest Payment Dates.

The interest payment dates for the [Senior Debt Securities] are
[_________________], commencing on ___________________, 199___.

SECTION 6. Record Date.

The record date with respect to an interest payment date shall be the
_____ day of the calendar month preceding the month in which such interest
payment date falls, or in the case of defaulted interest, the close of business
on any special record date.

SECTION 7. Denominations of [Senior Debt Securities].

The [Senior Debt Securities] are issuable in denominations of
$_______________ and any integral thereof.

SECTION 8. Currency of Issuance and Payments.

The [Senior Debt Securities] shall be issued in the currency of
________________ and shall be paid in such currency.

[SECTION 9. Redemption Date and Price.

The [Senior Debt Securities] may be redeemed [in full] [in whole or in
part] at the Company's option at _____% of the principal amount thereof, plus
accrued interest, if redeemed prior to ________________, 199___, and at the
following prices (expressed as percentages of the principal amount) if redeemed
during the twelve month period beginning ________ of the years indicated below,
together in each case with interest accrued to the redemption date:
<TABLE>
<CAPTION>
Redemption
Year Price
---- ----------
<S> <C>

19 $
--- -----------------
19 $
--- -----------------

</TABLE>

Beginning ________________, 19__, the Company may redeem the [Senior
Debt Securities] at 100% of the principal amount thereof together with interest
accrued to the redemption date.]

[SECTION 10. Sinking Fund.

As and for a Sinking Fund for the retirement of the [Senior Debt
Securities], the Company covenants that on or before _____________, 19___, and
annually on or before _____________ of each year thereafter to and including
______________, ________, it will pay to the Trustee a sum in cash sufficient
to retire by redemption at a Sinking Fund redemption price set forth below, on
the next succeeding ______________, $_________________ principal amount of the
[Senior Debt Securities]; provided, however, that in any such year in which
_________________ is not a business day, such payment shall be made to the
Trustee on the last business day

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<PAGE> 101
preceding such _____________________. In any year, the Company may, at its
sole option, increase the payment required to be made pursuant to this Section
10 for such year by an amount not to exceed $______________; provided that such
increase shall be an integral multiple of $____________.

The Sinking Fund redemption price will be equal to the principal
amount of the [Senior Debt Securities] to be redeemed pursuant to this Section
10, together with accrued interest to the date fixed for redemption.]

SECTION 11. Form of [Senior Debt Securities].

The [Senior Debt Securities] shall be in the form attached hereto as Exhibit A.

SECTION 12. Maturity Date.

The [Senior Debt Securities] will mature and be payable in accordance
with their terms on __________________, 19___.

SECTION 13. Book-Entry Matters.

Pursuant to Section 2.02 of the Indenture, the following provisions
shall apply to the [Senior Debt Securities], notwithstanding anything to the
contrary in the Indenture:

(a) The [Senior Debt Securities] will be issued in fully
registered form only. However, except as provided in paragraphs (d),
(e) and (f) of this Section 13, the registered owner of all of the
[Senior Debt Securities] initially shall be The Depository Trust
Company ("DTC") or its nominee, and such [Senior Debt Securities]
initially shall be registered in the name of DTC or its nominee.
Payment of the principal of or interest on [Senior Debt Securities]
registered in the name of DTC or its nominee shall be made in the
manner and at the address(es) specified in the Letter of
Representations, dated ____________, 199__, from the Company and the
Trustee to DTC, a copy of which is attached hereto as Exhibit B. DTC
(and any successor securities depository) and its (or their)
participating institutions (collectively "Participants") shall
maintain a book- entry registration and transfer system with respect
to ownership of beneficial interests in the [Senior Debt Securities]
(the "Book-Entry System").

(b) The [Senior Debt Securities] shall be initially
issued in the form of a separate, single, authenticated, fully
registered [Senior Debt Security] (the "Global Security") which (i)
pursuant to Section 2.01 of the Indenture, need not be in the form of
a lithographed or engraved certificate, but may be typewritten or
printed on ordinary paper or such paper as the Trustee may reasonably
request, (ii) shall represent and be denominated in an amount equal to
100% of the aggregate principal amount of the [Senior Debt Securities]
issued under this Series _____ Supplement, (iii) shall be executed by
the

-3-
<PAGE> 102
Company and authenticated by the Trustee in accordance with the
provisions of the Indenture, and delivered by the Trustee to DTC or
its nominee or an approved custodian for DTC (which may include the
Trustee), (iv) shall be registered in the Senior Debt Security
Register in the name of Cede & Co., as nominee of DTC, and (v) shall
contain the following legend on the face thereof:

Unless this [Senior Debt Security] is presented by an
authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered holder hereof, Cede & Co., has an
interest herein.

Unless and until it is exchanged in whole or in part for [Senior Debt
Securities] in definitive certificated form, the Global Security
representing the [Senior Debt Securities] may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to
DTC or another nominee of DTC or by DTC or any such nominee to a
successor securities depository or a nominee of any such successor
securities depository.

(c) The Trustee and the Company may treat DTC or its
nominee, or any successor securities depository or nominee thereof
(collectively, the "Depository"), as the sole and exclusive owner of
the [Senior Debt Securities] registered in its name for the purposes
of payment of the principal of or interest on the [Senior Debt
Securities], giving any notice permitted or required to be given to
holders of the [Senior Debt Securities] under the Indenture or this
Series _____ Supplement, registering the transfer of the [Senior Debt
Securities], obtaining any consent or other action to be taken by
holders of the [Senior Debt Securities] and for all other purposes
whatsoever, and neither the Trustee nor the Company shall be affected
by any notice to the contrary. Neither the Company nor the Trustee
shall have any responsibility or obligation to any Participant, any
person claiming a beneficial ownership interest in the [Senior Debt
Securities] under or through the Depository or any Participant, or any
other person which is not shown on the Senior Debt Security Register
as being a holder of the [Senior Debt Securities], with respect to (i)
the accuracy of any records maintained by the Depository or any
Participant; (ii) the payment by the Depository to any Participant of
any amount in respect of the principal of or interest on the [Senior
Debt Securities]; or

-4-
<PAGE> 103
(iii) the payment by any Participant to any owner of a beneficial
ownership interest in the [Senior Debt Securities] in respect of the
principal of or interest on the [Senior Debt Securities]. The Trustee
shall pay all principal of and interest on the [Senior Debt
Securities] only to or upon the order of the registered holder or
holders of the [Senior Debt Securities], as shown in the Senior Debt
Security Register, and all such payments shall be valid and effective
to fully satisfy and discharge the Company's obligations with respect
to the principal of and interest on the [Senior Debt Securities] to
the extent of the sum or sums so paid. No person other than a holder
of the [Senior Debt Securities], as shown in the Senior Debt Security
Register, shall receive an authenticated [Senior Debt Security]
evidencing the obligation of the Company to make payment of the
principal of and interest on the [Senior Debt Securities] pursuant to
the Indenture and this Series ____ Supplement. Upon delivery by DTC
to the Trustee of written notice to the effect that DTC has determined
to substitute a new nominee for Cede & Co., and subject to the
provisions of the Indenture and this Series _____ Supplement, the word
"Cede & Co.", as used in this Series _____ Supplement, shall refer to
each new nominee of DTC.

(d) In the event that after the occurrence of an Event of
Default that has not been cured or waived, holders of a majority in
aggregate principal amount of the beneficial interests in the [Senior
Debt Securities], as reflected in the books and records of the
Depository, notify the Trustee, through the Depository or any
Participant, that the continuation of the Book-Entry System is no
longer in the best interests of such holders of beneficial interests
in the [Senior Debt Securities], then the Trustee shall notify the
Depository and the Company, and the Depository will notify the
Participants of the availability through the Depository of definitive
certificated [Senior Debt Securities]. In such event, the Company
shall execute, and the Trustee, upon receipt of a written order of the
Company, signed by its President or a Vice President and by its
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary (an
"Issuer Order"), for the authentication and delivery of definitive
certificated [Senior Debt Securities], will authenticate and deliver
[Senior Debt Securities] in definitive certificated form, in any
authorized denominations, all pursuant to the provisions of the
Indenture, to the person or persons specified to the Trustee in
writing by the Depository in the aggregate principal amount of the
Global Security and in exchange for such Global Security.

(e) If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository for the
[Senior Debt Securities] or if at any time the Depository shall no
longer be registered as a clearing agency in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, the

-5-
<PAGE> 104
Company shall appoint a successor Depository with respect to the
[Senior Debt Securities]. If a successor Depository for the [Senior
Debt Securities] is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition,
the Company will execute, and the Trustee, upon receipt of an Issuer
Order for the authentication and delivery of definitive certificated
[Senior Debt Securities], will authenticate and deliver [Senior Debt
Securities] in definitive certificated form, in any authorized
denominations, all pursuant to the provisions of the Indenture, to the
person or persons specified to the Trustee in writing by the
Depository in the aggregate principal amount of the Global Security
and in exchange for such Global Security.

(f) The Company may at any time and in its sole
discretion determine that the [Senior Debt Securities] shall no longer
be represented by a Global Security. In such event the Company will
execute, and the Trustee, upon receipt of an Issuer Order for the
authentication and delivery of definitive certificated [Senior Debt
Securities], will authenticate and deliver [Senior Debt Securities] in
definitive certificated form, in any authorized denominations, all
pursuant to the provisions of the Indenture, to the person or persons
specified to the Trustee in writing by the Depository in the aggregate
principal amount of the Global Security and in exchange for such
Global Security.

(g) Upon the exchange of a Global Security for [Senior
Debt Securities] in definitive certificated form, in authorized
denominations, such Global Security shall be cancelled by the Trustee.

(h) Whenever the Depository requests the Company and the
Trustee to do so, the Trustee and the Company will cooperate with the
Depository in taking appropriate action after reasonable notice to (i)
make available one or more separate Global Securities evidencing the
[Senior Debt Securities] to any Participant having [Senior Debt
Securities] credited to its account at the Depository, or (ii) arrange
for another Depository to maintain custody of the Global Security or
Securities evidencing the [Senior Debt Securities].

(i) In connection with any notice or other communication
to be provided to holders of the [Senior Debt Securities] pursuant to
the Indenture and this Series _____ Supplement by the Company or the
Trustee with respect to any consent or other action to be taken by
holders of the [Senior Debt Securities], the Company or the Trustee,
as the case may be, shall establish a record date for such consent or
other action and give the Depository notice of such record date not
less than 15 calendar days in advance of such record date to the
extent possible. Such notice to the Depository shall be given only so
long as a Depository or its nominee is the sole record holder of the
[Senior Debt Securities].

-6-
<PAGE> 105
SECTION 14. Confirmation of FINA, Inc. Guarantee.

The Guarantor hereby acknowledges and confirms that its Guarantee with
respect to each Series of Senior Debt Securities, on the terms and subject to
the conditions set forth in Article Three of the Indenture, shall be fully
applicable to the [Senior Debt Securities].

SECTION 15. Certain Defined Terms.

All terms used in this Series _____ Supplement which are defined in
the Indenture, either directly or by reference therein, have the respective
meanings assigned to them therein, except to the extent such terms are defined
in this Series _____ Supplement or the context clearly requires otherwise.

SECTION 16. Counterparts.

This Series _____ Supplement may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 17. Governing Law.

This Series _____ Supplement and each [Senior Debt Security] issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of said State, provided that the rights, duties, immunities and standard of
care of the Trustee shall be governed by and construed in accordance with the
laws of the United States of America.

SECTION 18. Acceptance of Trusts.

Texas Commerce Bank National Association hereby accepts the trusts in
this Series _____ Supplement declared and provided, upon the terms and
conditions herein and in the Indenture set forth.

SECTION 19. Ratification of Indenture.

As supplemented by this Series _____ Supplement, the Indenture is in
all respects ratified and confirmed and the Indenture as so supplemented by
this Series _____ Supplement shall be read, taken and construed as one and the
same instrument.

[Insert additional provisions as necessary]

-7-
<PAGE> 106
IN WITNESS WHEREOF, the Company, the Guarantor and the Trustee have
caused this Series _____ Supplement to be duly executed by their respective
officers thereunto duly authorized and their respective seals duly attested to
be hereunto affixed all as of the day and year first above written.

FINA OIL AND CHEMICAL COMPANY

[SEAL]

By:
---------------------------------
Yves Bercy,
Vice President, Chief
Financial Officer and
Treasurer
ATTEST:

- --------------------------
Linda Middleton,
Secretary

FINA, INC.

[SEAL]

By:
---------------------------------
Yves Bercy,
Vice President, Chief
Financial Officer and
Treasurer
ATTEST:

- --------------------------
Linda Middleton,
Assistant Secretary

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION

[SEAL]

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ATTEST:

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

-8-
<PAGE> 107
STATE OF TEXAS )
)
COUNTY OF DALLAS )

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of
_______________________, 19_____.

---------------------------------
Notary Public in and for the
State of Texas

My commission expires:
---------------------------------
[Type or print name]

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

STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Yves Bercy and Linda Middleton, known to
me to be the persons and officers whose names are subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said FINA,
INC., a Delaware corporation, and that they executed the same as the act of
said corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of
_______________________, 19_____.

---------------------------------
Notary Public in and for the
State of Texas

My commission expires:
---------------------------------
[Type or print name]

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

-9-
<PAGE> 108
STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared __________________, known to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association, and that he executed the
same as the act of said banking association for the purposes and consideration
therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of
_______________________, 19___.

---------------------------------------
Notary Public in and for the State
of Texas

My commission expires:
---------------------------------------
[Type or print name]

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

-10-

<PAGE> 1

FINA OIL AND CHEMICAL COMPANY,
as Issuer

FINA, INC.,
as Guarantor

and

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee

INDENTURE SUPPLEMENT

Dated as of July 22, 1996

INDENTURE

Dated as of July 22, 1996

$125,000,000

6 7/8% Notes due 2001
<PAGE> 2
INDENTURE SUPPLEMENT, dated as of July 22, 1996, among FINA OIL AND
CHEMICAL COMPANY, a Delaware corporation (together with its successors and
assigns as provided in the Indenture referred to below, the "Company"), FINA,
INC., a Delaware corporation (together with its successors and assigns as
provided in the Indenture referred to below, the "Guarantor"), and TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (together
with its successors in trust thereunder as provided in the Indenture referred
to below, the "Trustee"), as trustee under an Indenture, dated as of July 22,
1996, among the Company, the Guarantor and the Trustee (the "Indenture").

PRELIMINARY STATEMENT

Section 2.02 of the Indenture provides, among other things, that the
Company, when authorized by its Board of Directors, the Guarantor and the
Trustee may at any time and from time to time enter into an indenture
supplemental to the Indenture for the purpose of authorizing a Series of Senior
Debt Securities and to specify certain terms of such Series of Senior Debt
Securities. The Board of Directors of the Company has duly authorized the
creation of a Series of Senior Debt Securities with an aggregate principal
amount of $125,000,000 to be known as the Company's 6 7/8% Notes due 2001, (the
"Notes"), and the Company, the Guarantor and the Trustee are executing and
delivering this Indenture Supplement in order to provide for the Notes.

SECTION 1. Designation.

The Notes shall be designated as the Company's 6 7/8% Notes due 2001.

SECTION 2. Date of Notes.

The Notes which are authenticated and delivered by the Trustee to or
upon the order of the Company on the Closing Date for the Notes shall be dated
July 22, 1996. All other Notes which are authenticated after the Closing Date
for any other purpose under the Indenture shall be dated the date of their
authentication. For the purposes of this Section 2, "Closing Date" shall mean
the date on which the Notes are first executed, authenticated and delivered.

SECTION 3. Aggregate Principal Amount.

The aggregate principal amount of Notes that may be authenticated and
delivered under the Indenture and this Indenture Supplement is limited to
$125,000,000.

SECTION 4. Interest Rate.

The Notes shall bear interest at the rate of 6 7/8% per annum.

SECTION 5. Interest Payment Dates.

The interest payment dates for the Notes are January 15 and July 15,
commencing on January 15, 1997.

-1-
<PAGE> 3
SECTION 6. Record Date.

The record date with respect to an interest payment date shall be the
first day of the calendar month in which such interest payment date falls, or
in the case of defaulted interest, the close of business on any special record
date.

SECTION 7. Denominations of Notes.

The Notes are issuable in denominations of $1,000 and any integral
multiples thereof.

SECTION 8. Currency of Issuance and Payments.

The Notes shall be issued in the currency of the United States of
America and shall be paid in such currency.

SECTION 9. Redemption Date and Price.

Prior to maturity, the Notes will not be redeemable at the option of
the Company or otherwise.

SECTION 10. No Sinking Fund.

No Sinking Fund will be established with respect to the Notes and the
Notes will not be subject to any sinking fund payments by the Company.

SECTION 11. Form of Notes.

The Notes shall be in the form attached hereto as Exhibit A.

SECTION 12. Maturity Date.

The Notes will mature and be payable in accordance with their terms on
July 15, 2001.

SECTION 13. Interest Accrual Matters.

Interest on the Notes shall accrue from July 22, 1996, and shall be
computed based on a 360-day year comprised of twelve 30-day months.

SECTION 14. Book-Entry Matters.

Pursuant to Section 2.02 of the Indenture, the following provisions
shall apply to the Notes, notwithstanding anything to the contrary in the
Indenture:

(a) The Notes will be issued in fully registered form
only. However, except as provided in paragraphs (d), (e) and (f) of
this Section 14, the registered owner of all of the Notes initially
shall be The Depository Trust Company ("DTC") or its nominee, and such
Notes initially shall be registered in the name of DTC or its nominee.
Payment

-2-
<PAGE> 4
of the principal of or interest on Notes registered in the name of DTC
or its nominee shall be made in the manner and at the address(es)
specified in the Letter of Representations, dated July 22, 1996, from
the Company, the Guarantor and the Trustee to DTC, a copy of which is
attached hereto as Exhibit B. DTC (and any successor securities
depository) and its (or their) participating institutions
(collectively "Participants") shall maintain a book-entry registration
and transfer system with respect to ownership of beneficial interests
in the Notes (the "Book-Entry System").

(b) The Notes shall be initially issued in the form of a
separate, single, authenticated, fully registered Note (the "Global
Security") which (i) pursuant to Section 2.01 of the Indenture, need
not be in the form of a lithographed or engraved certificate, but may
be typewritten or printed on ordinary paper or such paper as the
Trustee may reasonably request, (ii) shall represent and be
denominated in an amount equal to 100% of the aggregate principal
amount of the Notes issued under this Indenture Supplement, (iii)
shall be executed by the Company, endorsed by the Guarantor and
authenticated by the Trustee in accordance with the provisions of the
Indenture, and delivered by the Trustee to DTC or its nominee or an
approved custodian for DTC (which may include the Trustee), (iv) shall
be registered in the Senior Debt Security Register in the name of Cede
& Co., as nominee of DTC, and (v) shall contain the following legend
on the face thereof:

Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered holder
hereof, Cede & Co., has an interest herein.

Unless and until it is exchanged in whole or in part for Notes in
definitive certificated form, the Global Security representing the
Notes may not be transferred except as a whole by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC
or any such nominee to a successor securities depository or a nominee
of any such successor securities depository.

-3-
<PAGE> 5
any Participant, or any other person which is not shown on the Senior
Debt Security Register as being a holder of the Notes, with respect to
(i) the accuracy of any records maintained by the Depository or any
Participant; (ii) the payment by the Depository to any Participant of
any amount in respect of the principal of or interest on the Notes; or
(iii) the payment by any Participant to any owner of a beneficial
ownership interest in the Notes in respect of the principal of or
interest on the Notes. The Trustee shall pay all principal of and
interest on the Notes only to or upon the order of the registered
holder or holders of the Notes, as shown in the Senior Debt Security
Register, and all such payments shall be valid and effective to fully
satisfy and discharge the Company's obligations with respect to the
principal of and interest on the Notes to the extent of the sum or
sums so paid. No person other than a holder of the Notes, as shown in
the Senior Debt Security Register, shall receive an authenticated Note
evidencing the obligation of the Company to make payment of the
principal of and interest on the Notes pursuant to the Indenture and
this Indenture Supplement. Upon delivery by DTC to the Trustee of
written notice to the effect that DTC has determined to substitute a
new nominee for Cede & Co., and subject to the provisions of the
Indenture and this Indenture Supplement, the word "Cede & Co.", as
used in this Indenture Supplement, shall refer to each new nominee of
DTC.

(d) In the event that after the occurrence of an Event of
Default that has not been cured or waived, holders of a majority in
aggregate principal amount of the beneficial interests in the Notes,
as reflected in the books and records of the Depository, notify the
Trustee, through the Depository or any Participant, that the
continuation of the Book-Entry System is no longer in the best
interests of such holders of beneficial interests in the Notes, then
the Trustee shall notify the Depository and the Company, and the
Depository will notify the Participants of the availability through
the Depository of definitive certificated Notes. In such event, the
Company shall execute, and the Trustee, upon receipt of a written
order of the Company, signed by its President or a Vice President and
by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary (an "Issuer Order"), for the authentication and delivery of
definitive certificated Notes, will authenticate and deliver Notes in
definitive certificated form, in any authorized denominations, all
pursuant to the provisions of the Indenture, to the person or persons
specified to the Trustee in writing by the Depository in the aggregate
principal amount of the Global Security and in exchange for such
Global Security.

(e) If at any time the Depository notifies the Company
that it is unwilling or unable to continue as Depository for the Notes
or if at any time the Depository shall no longer be registered as a
clearing agency in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to the
Notes. If a successor Depository for the Notes is not appointed by
the Company within 90 days after the Company receives such notice or
becomes aware of such condition, the Company will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive certificated Notes, will authenticate and
deliver Notes in definitive certificated form, in any authorized
denominations, all pursuant to the provisions of the Indenture, to the
person or persons specified to the Trustee in writing by the
Depository in the aggregate principal amount of the Global Security
and in exchange for such Global Security.

-4-
<PAGE> 6
(f) The Company may at any time and in its sole
discretion determine that the Notes shall no longer be represented by
a Global Security. In such event the Company will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive certificated Notes, will authenticate and
deliver Notes in definitive certificated form, in any authorized
denominations, all pursuant to the provisions of the Indenture, to the
person or persons specified to the Trustee in writing by the
Depository in the aggregate principal amount of the Global Security
and in exchange for such Global Security.

(g) Upon the exchange of a Global Security for Notes in
definitive certificated form, in authorized denominations, such Global
Security shall be cancelled by the Trustee.

(h) Whenever the Depository requests the Company and the
Trustee to do so, the Trustee and the Company will cooperate with the
Depository in taking appropriate action after reasonable notice to (i)
make available one or more separate Global Securities evidencing the
Notes to any Participant having Notes credited to its account at the
Depository, or (ii) arrange for another Depository to maintain custody
of the Global Security or Securities evidencing the Notes.

(i) In connection with any notice or other communication
to be provided to holders of the Notes pursuant to the Indenture and
this Indenture Supplement by the Company or the Trustee with respect
to any consent or other action to be taken by holders of the Notes,
the Company or the Trustee, as the case may be, shall establish a
record date for such consent or other action and give the Depository
notice of such record date not less than 15 calendar days in advance
of such record date to the extent possible. Such notice to the
Depository shall be given only so long as a Depository or its nominee
is the sole record holder of the Notes.

SECTION 15. Confirmation of FINA, Inc. Guarantee.

SECTION 16. Certain Defined Terms.

All terms used in this Indenture Supplement which are defined in the
Indenture, either directly or by reference therein, have the respective
meanings assigned to them therein, except to the extent such terms are defined
in this Indenture Supplement or the context clearly requires otherwise.

SECTION 17. Counterparts.

This Indenture Supplement may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

-5-
<PAGE> 7
SECTION 18. Governing Law.

This Indenture Supplement and each Note issued hereunder shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State,
provided that the rights, duties, immunities and standard of care of the
Trustee shall be governed by and construed in accordance with the laws of the
United States of America.

SECTION 19. Acceptance of Trusts.

Texas Commerce Bank National Association hereby accepts the trusts in
this Indenture Supplement declared and provided, upon the terms and conditions
herein and in the Indenture set forth.

SECTION 20. Ratification of Indenture.

As supplemented by this Indenture Supplement, the Indenture is in all
respects ratified and confirmed and the Indenture as so supplemented by this
Indenture Supplement shall be read, taken and construed as one and the same
instrument.

[Remainder of page intentionally left blank.]

-6-
<PAGE> 8
IN WITNESS WHEREOF, the Company, the Guarantor and the Trustee have
caused this Indenture Supplement to be duly executed by their respective
officers thereunto duly authorized and their respective seals duly attested to
be hereunto affixed all as of the day and year first above written.

FINA OIL AND CHEMICAL COMPANY

[SEAL]
By: /s/ Yves Bercy
------------------------------------
Yves Bercy
Vice President, Chief Financial
ATTEST: Officer and
Treasurer

/s/ Linda Middleton
- -------------------------------
Linda Middleton
Secretary

FINA, INC.

[SEAL]
By: /s/ Yves Bercy
------------------------------------
Yves Bercy
Vice President, Chief Financial
Officer and Treasurer
ATTEST:

/s/ Linda Middleton
- -------------------------------
Linda Middleton
Assistant Secretary

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION

[SEAL]
By: /s/ John G. Jones
------------------------------------
John G. Jones
Vice President and Trust Officer
ATTEST:

/s/ Nancye Patterson
- -------------------------------
Name: N. Patterson
-------------------------
Title: Vice President
-------------------------

-7-
<PAGE> 9
STATE OF TEXAS )
)
COUNTY OF DALLAS )

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Martha L. Christensen
------------------------------------
Notary Public in and for the
State of Texas

My commission expires:

May 6, 1997 /s/ Martha L. Christensen
- ------------------------------ ------------------------------------
Printed Name of Notary Public

STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Yves Bercy and Linda Middleton, known to
me to be the persons and officers whose names are subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said FINA,
INC., a Delaware corporation, and that they executed the same as the act of
said corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Martha L. Christensen
------------------------------------
Notary Public in and for the
State of Texas

My commission expires:

May 6, 1997 /s/ Martha L. Christensen
- ------------------------------ ------------------------------------
Printed Name of Notary Public

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<PAGE> 10
STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared John G. Jones and Nancye Patterson,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association,
and that he executed the same as the act of said banking association for the
purposes and consideration therein expressed, and in the capacity therein
stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of July, 1996.

/s/ Doris C. Naylor
------------------------------------
Notary Public in and for the
State of Texas

My commission expires:

August 3,1997 /s/ Doris C. Naylor
- ------------------------------ ------------------------------------
Printed Name of Notary Public

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