MAPCO INC, S-3/A, 1997-02-25

MAPCO INC
S-3/A, 1997-02-25
PETROLEUM REFINING

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997

REGISTRATION NO. 333-20837

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

Amendment No. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------
MAPCO INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 73-0705739
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)

DAVID W. BOWMAN, ESQ.
SENIOR VICE PRESIDENT, GENERAL
1800 SOUTH BALTIMORE AVENUE COUNSEL AND SECRETARY
TULSA, OKLAHOMA 74119 MAPCO INC.
(918) 581-1800 1800 SOUTH BALTIMORE AVENUE
(Address, including zip code, and telephone number, TULSA, OKLAHOMA 74119
including (918) 581-1800
area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>

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

Please send copies of all communications to:

<TABLE>
<C> <C>
FRANCI J. BLASSBERG, ESQ. VALERIE FORD JACOB, ESQ.
DEBEVOISE & PLIMPTON FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
875 THIRD AVENUE ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10004
(212) 909-6000 (212) 859-8000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective depending upon
market conditions and other factors.

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

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

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

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

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

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

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

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

SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 25, 1997)

MAPCO INC.
$100,000,000 % Notes Due 2009 Mapco LOGO
$100,000,000 % Debentures Due 2027

The % Notes due 2009 (the "Notes") and the % Debentures due 2027 (the
"Debentures" and, together with the Notes, the "Offered Securities") are being
offered by MAPCO Inc. (the "Company"), a Delaware corporation.

Interest on the Offered Securities will be payable semi-annually on March and
September of each year, commencing September , 1997. The Notes will mature
on March , 2009 and the Debentures will mature on March , 2027. The Notes
and Debentures may not be redeemed at the option of the Company prior to their
stated maturity. The Offered Securities are senior unsecured obligations of the
Company and will rank pari passu in right of payment with all other existing and
future unsecured and unsubordinated indebtedness of the Company. See
"Description of Offered Securities -- General."

The Notes and the Debentures will each be initially represented by one or more
global securities (the "Global Securities") which will be registered in the name
of The Depository Trust Company ("DTC") or its nominee. Ownership interests in
the Notes and the Debentures will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants. Except in
limited circumstances described herein, certificated securities will not be
issued in exchange for interests in the Global Securities. See "Description of
the Offered Securities -- Book-Entry System."

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMPANY(1)(3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note % % %
- ---------------------------------------------------------------------------------------------------------
Total $100,000,000 $ $
- ---------------------------------------------------------------------------------------------------------
Per Debenture % % %
- ---------------------------------------------------------------------------------------------------------
Total $100,000,000 $ $
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1) Plus accrued interest, if any, from March , 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at approximately
$ .

Chase Securities Inc. is joint co-lead manager and book runner for the Notes and
J.P. Morgan Securities Inc. is joint co-lead manager and book runner for the
Debentures.

The Offered Securities are offered by the Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters, and subject to
the approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify this offer without notice and to reject orders in whole or in part. It
is expected that delivery of the Offered Securities will be made in book-entry
form through the facilities of DTC in New York, against payment therefor in
immediately available funds, on or about March , 1997.

CHASE SECURITIES INC. J.P. MORGAN & CO.

MORGAN STANLEY & CO.
INCORPORATED

March , 1997

<PAGE> 3

APPLICABLE PRIOR TO MARCH 4, 1997:

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED
SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

APPLICABLE ON AND AFTER MARCH 4, 1997:

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
SECURITIES, INCLUDING OVER-ALLOTMENT AND OTHER STABILIZING TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

THE COMPANY

MAPCO Inc. ("MAPCO" or the "Company") is a diversified energy company
which, through separate business units, is engaged in the transportation by
pipeline of natural gas liquids ("NGLs"), anhydrous ammonia, crude oil and
refined petroleum products; the transportation by truck and rail of NGLs and
refined petroleum products; the refining of crude oil; the marketing of NGLs,
refined petroleum products and crude oil; the trading of crude oil, refined
petroleum products and NGLs; NGL processing; NGL storage; and the marketing of
motor fuel and merchandise through convenience store operations. MAPCO was
incorporated in Delaware in 1958 and has its principal executive offices at 1800
South Baltimore Avenue, Tulsa, Oklahoma 74119. For convenience of reference and
simplification of this Prospectus Supplement, references herein to MAPCO or the
Company include its subsidiaries and affiliates, unless the context requires
otherwise.

BUSINESS UNIT INFORMATION

During 1996, MAPCO sold its Coal segment and reorganized its NGL and
Petroleum segments into the following business unit reporting structures:

<TABLE>
<CAPTION>
BUSINESS UNIT BUSINESS ACTIVITY INCLUDED WITHIN BUSINESS UNIT
------------- -----------------------------------------------
<S> <C>
Natural Gas Liquids.................. Liquid Petroleum Gas ("LPG") Distribution, NGL
Trading, Pipeline Operations, Fractionation and
Underground Storage.
Propane Marketing.................... Wholesale and Retail Marketing of Propane and
Appliances.
Petroleum Refining................... Refining, Wholesale Marketing and Crude and Refined
Products Trading.
Retail Petroleum..................... Retail Marketing and Convenience Store Operations.
</TABLE>

Set forth below is a description of these business units. The description
has been derived from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (the "1996 Annual Report"), which is incorporated
by reference herein, and should be read in conjunction with such 1996 Annual
Report. The information set forth below with regard to revenues and operating
profits has been derived from the Consolidated Financial Statements of the
Company (the "Consolidated Financial Statements") contained in the 1996 Annual
Report, and should be read in conjunction with such Consolidated Financial
Statements.

Natural Gas Liquids. The Natural Gas Liquids business unit operations
include the transportation, processing and sale of NGLs as well as pipeline
transportation of anhydrous ammonia, refined petroleum products and crude oil.
The NGL business unit operations also include fractionation and underground
storage systems. The 1996 Natural Gas Liquids revenues were $716.4 million and
operating profit was $137.1 million, compared to $549.9 million of revenues and
$104.2 million of operating profit in 1995.

S-2
<PAGE> 4

Propane Marketing. The Propane Marketing business unit markets and
distributes propane and appliances on the wholesale and retail levels. The
retail marketing of propane and appliances is carried on primarily under the
trade name "Thermogas" through 149 Company-owned and operated retail plants in
15 states in the upper Midwest and the Southeast regions of the United States.
Propane is used principally as a fuel in various domestic, commercial,
industrial, agricultural and vehicle motor fuel applications. Residential
customers, who account for the majority of sales, use propane for home heating,
cooking and other domestic purposes. The primary agricultural use is crop
drying. Commercial and industrial uses include fuel for shopping centers and
industrial plants. Revenues in 1996 for the Propane Marketing business unit were
$429.5 million, compared to $338.3 million in 1995. Operating profit in 1996,
which included a $20.8 million gain on the sale of propane and fertilizer assets
to CENEX Inc, was $65.0 million, compared to $35.2 million in 1995.

Petroleum Refining. The Petroleum Refining business unit operates two
refining and marketing systems: the Alaska System and the Mid-South System. The
Alaska System includes a Company-owned refinery at North Pole, Alaska, a
terminal facility at Anchorage, Alaska and the wholesale marketing of refined
petroleum products. The Mid-South System includes a Company-owned refinery at
Memphis, Tennessee and the wholesale and spot marketing of refined petroleum
products. The 1996 Petroleum Refining business unit revenues were $1,813.4
million and operating profit was $63.9 million, compared to $1,574.0 million of
revenues and $35.7 million of operating profit in 1995.

Retail Petroleum. MAPCO, primarily under the brand name "MAPCO Express," is
engaged in the retail marketing of gasoline, diesel fuel, other petroleum
products, convenience merchandise and deli fast food items at 207 stores and
interstate fuel stops in eight Southeastern states and in Texas and at 25 stores
in Anchorage, Fairbanks and Southeastern Alaska. The Company has also announced
a retail expansion program which will add 36 new MAPCO Express stores and travel
centers in 1997 and 1998. All of the motor fuel sold by MAPCO Express stores is
supplied either by exchanges or directly from either the Memphis or North Pole
refineries. Revenues in 1996 for the Retail Petroleum business unit were $714.9
million, compared to $631.3 million in 1995. Operating profit in 1996 was $30.3
million, compared to $12.5 million in 1995.

RECENT DEVELOPMENTS.

Effective January 1, 1997, MAPCO sold its interest in the West Panhandle
field to Westpan NGL Co., a subsidiary of MESA Operating Company, for $66
million. Sales and operating revenues from the Westpan operations were $29
million and $26 million in 1996 and 1995, respectively. Operating profit from
the Westpan operations was $18 million and $16 million in 1996 and 1995,
respectively. As part of the sales agreement, MAPCO was released from its
liability for its share of prior NGL over-takes.

In February 1997, MAPCO Energy L.L.C., a Delaware limited liability company
wholly-owned by MAPCO ("MAPCO Energy"), formed a joint venture with Texaco
Exploration and Production Inc. ("Texaco") under the name Discovery Producer
Services, L.L.C. ("Discovery"), which will own and operate the Discovery
project. Discovery will construct a 150-mile pipeline varying in diameter from
12 inches to 30 inches to transport natural gas from offshore discovery wells in
the Gulf of Mexico to gas processing and fractionation facilities in southern
Louisiana. The joint venture will also include the construction of a cryogenic
gas processing plant with a capacity of approximately 600 cubic feet of gas per
day near Larose, Louisiana, and will expand a natural gas liquids fractionator
in Paradis, Louisiana. MAPCO Energy and Texaco will each own 50% of the joint
venture and Texaco will be the operator. Discovery has filed an application for
regulatory approval and plans to begin construction of the project immediately
following such approval. The fractionator is expected to be operational by
mid-1998. MAPCO Energy anticipates that its share of capital expenditures
associated with this project in 1997 will be $114 million.

S-3
<PAGE> 5

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Offered Securities
(the "Offering") are estimated to be approximately $ million, after
deducting underwriting discounts and commissions and estimated offering
expenses. The Company intends to use approximately $100 million of the net
proceeds from the sale of the Offered Securities for the repayment of
outstanding commercial paper and other borrowings bearing interest at rates per
annum as of February 25, 1997 ranging from 5.3% to 5.6% and having maturities
ranging from March 1997 to May 1997, and the remainder for general corporate
purposes, including, without limitation, working capital, capital expenditures,
investments in or loans to subsidiaries, possible future business acquisitions
or the satisfaction of other obligations. Pending the application of the net
proceeds of the Offering as described above, such net proceeds will be invested
temporarily by the Company.

S-4
<PAGE> 6

CAPITALIZATION

The following table sets forth the historical capitalization of the Company
at December 31, 1996, derived from the audited Consolidated Financial
Statements, and as adjusted to give effect to the Offering and the anticipated
application of the estimated net proceeds therefrom. This table should be read
in conjunction with the Consolidated Financial Statements and related notes
thereto contained in the 1996 Annual Report incorporated by reference herein.

<TABLE>
<CAPTION>
HISTORICAL AS ADJUSTED(a)
---------- --------------
(IN MILLIONS)
<S> <C> <C>
Long-term debt, excluding current maturities:
Commercial paper and bank money market lines.............. $ 128.4 $ 28.4
8.43% ESOP Notes, payable in mortgage type principal
reductions annually through 2003....................... 47.4 47.4
Medium Term Notes, various maturities through 2022........ 263.8 263.8
% Notes Due 2009 offered hereby...................... -- 100.0
% Debentures Due 2027 offered hereby................. -- 100.0
Subsidiary Debt
Senior Notes.............................................. 165.0 165.0
Other..................................................... 3.8 3.8
-------- --------
Total long-term debt.............................. 608.4 708.4
-------- --------
Equity put options on common stock(c)....................... 16.7 16.7
-------- --------
Stockholders' equity:
Common Stock(d)........................................... 63.0 63.0
Capital in excess of par value............................ 96.2 96.2
Retained earnings......................................... 719.0 719.0
Treasury Stock, at cost................................... (221.4) (221.4)
Loan to ESOP.............................................. (53.2) (53.2)
-------- --------
Total stockholders' equity........................ 603.6 603.6
-------- --------
Total capitalization.............................. $1,228.7 $1,328.7
======== ========
</TABLE>

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

(a) Adjusted to reflect the Offering and the application of $100 million of the
estimated net proceeds thereof to the repayment of commercial paper
borrowings, with the balance of such net proceeds going to cash.

(b) For information on the Company's long-term debt, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") -- Liquidity and Capital Resources" and Note 6 to the Consolidated
Financial Statements contained in the 1996 Annual Report incorporated by
reference herein.

(c) Represents the aggregate exercise price of equity put options on 550,000
shares of the Company's common stock at strike prices ranging from $29.00 to
$32.50 per share, with expiration dates ranging from April to June 1997 (see
"MD&A -- Liquidity and Capital Resources" and Note 9 to the Consolidated
Financial Statements contained in the 1996 Annual Report incorporated by
reference herein.). Total capitalization excluding equity put options on
common stock is $1,212.0 million and $1,312.0 million on a historical and
adjusted basis, respectively.

(d) Excludes 5.9 million shares of common stock issuable upon exercise of
outstanding stock options granted under the Company's two stock incentive
plans (see Note 10 to the Consolidated Financial Statements contained in the
1996 Annual Report incorporated by reference herein.).

S-5
<PAGE> 7

DESCRIPTION OF OFFERED SECURITIES

The following description of the particular terms of the Offered Securities
supplements, and to the extent inconsistent therewith replaces, the description
in the accompanying Prospectus of the general terms and provisions of the Debt
Securities (as defined in the accompanying Prospectus), to which description
reference is hereby made.

GENERAL

The Notes will mature on March , 2009 and will be limited to $100 million
aggregate principal amount. The Debentures will mature on March , 2027 and
will be limited to $100 million aggregate principal amount. The Offered
Securities are senior unsecured obligations of the Company and will rank pari
passu in right of payment with all other existing and future unsecured and
unsubordinated indebtedness of the Company. As of December 31, 1996, on a pro
forma basis after giving effect to the offering of the Offered Securities and
the anticipated application of the estimated net proceeds therefrom, the Company
would have had approximately $370.5 million of indebtedness outstanding which
ranked pari passu with the Offered Securities and the Company's subsidiaries
would have had approximately $173.6 million of indebtedness outstanding which
was effectively senior to the Offered Securities. The Notes and the Debentures
will each constitute a series of Debt Securities to be issued under an Indenture
to be dated as of February 25, 1997 (as amended and supplemented from time to
time, the "Indenture"), between the Company and The First National Bank of
Chicago, as trustee (the "Trustee"), the terms of which are more fully described
in the accompanying Prospectus. The statements herein concerning the Offered
Securities and the Indenture do not purport to be complete and are qualified in
their entirety by reference to the provisions of the Indenture, including the
definitions therein of certain terms. Capitalized terms used in this section and
not otherwise defined in this section have the respective meanings assigned to
them in the Indenture.

The Offered Securities are not redeemable or repayable prior to maturity
and do not provide for any sinking fund. The Company may purchase Offered
Securities in the open market, by tender or otherwise. Offered Securities so
purchased may be held, resold or surrendered to the Trustee for cancellation. If
applicable, the Company will comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other
securities laws and regulations in connection with any such purchase. The
Offered Securities may be defeased in the manner provided in the Indenture.

Interest on the Notes and Debentures will be payable semi-annually in
arrears on each March and September (each, an "Interest Payment Date"),
commencing September , 1997 to the person in whose name a Note or Debenture
(or any predecessor Note or Debenture) is registered at the close of business on
the or , as the case may be, next preceding such Interest Payment Date
at the respective per annum rates set forth on the cover page of this Prospectus
Supplement. Interest payable on each Interest Payment Date will include interest
accrued from March , 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for to but excluding such Interest
Payment Date. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.

BOOK-ENTRY SYSTEMS

The Offered Securities will be issued in fully registered form in the name
of Cede & Co., as nominee of DTC. One or more fully registered certificates will
be issued as Global Securities for the Notes in the aggregate principal amount
of the Notes and one or more fully registered certificates will be issued as
Global Securities for the Debentures in the aggregate principal amount of the
Debentures. Such Global Securities will be deposited with DTC and 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 nominee to a successor of DTC
or a nominee of such successor.

DTC has advised the Company and the Underwriters as follows:

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve

S-6
<PAGE> 8

System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities that
its participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on
file with the Securities and Exchange Commission.

Purchases of Offered Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Offered
Securities on DTC's records. The ownership interest of each actual
purchaser of Offered Securities ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchase,
but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of
their holdings, from the Direct and Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Offered Securities are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their
ownership interests in the Offered Securities, except in the event that use
of the book-entry system for the Offered Securities is discontinued.

To facilitate subsequent transfers, all Offered Securities deposited
by Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Offered Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the
Offered Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Offered Securities are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Principal and interest payments on the Global Securities will be made to
DTC. The Company expects that DTC, upon receipt of any payment of principal or
interest in respect of a Global Security, will credit immediately Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on DTC's
records. The Company also expects that payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such Participant
and not of DTC, the Company or the Trustee, subject to any statutory or
regulatory requirements as may be in effect from time to time.

So long as DTC, or its nominee, is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder (as defined in the Indenture) of the Offered Securities
represented by such Global Securities for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in a Global Security
will not be entitled to have Offered Securities represented by a Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Offered Securities in definitive form and will not be considered the
owners or Holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the

S-7
<PAGE> 9

procedures of DTC and, if such person is not a Participant, those of the
Participants through which such person owns its interest, in order to exercise
any rights of a Holder under the Indenture.

DTC and Cede & Co. will take any action permitted to be taken by a Holder
of Offered Securities only at the direction of one or more Participants to whose
accounts interests in the Global Securities are credited and only in respect of
such portion of the aggregate principal amount of Notes or Debentures, as the
case may be, as to which such Participant or Participants has or have given such
direction.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and laws may impair the ability to transfer beneficial interests in the
Global Securities.

DTC may discontinue providing its service as securities depositary with
respect to the Offered Securities at any time by giving reasonable notice to the
Company or the Trustee. In addition, the Company may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor securities
depositary). Under such circumstances, if a successor securities depositary is
not obtained, Note or Debenture certificates in fully registered form, as the
case may be, are required to be printed and delivered to Beneficial Owners of
the Global Securities representing such Notes and Debentures.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable
(including DTC), but the Company takes no responsibility for the accuracy
thereof.

Neither the Company, the Trustee nor the Underwriters will have any
responsibility or obligation to Participants, or the persons for whom they act
as nominees, with respect to the accuracy of the records of DTC, its nominee or
any Participant with respect to any ownership interest in the Offered
Securities, or payments to, or the providing of notice to Participants or
Beneficial Owners.

The Offered Securities will trade in DTC's Same-Day Funds Settlement System
and secondary market trading activity in the Offered Securities will, therefore,
settle in immediately available funds. All applicable payments of principal and
interest on the Offered Securities issued as Global Securities will be made by
the Company in immediately available funds.

For other terms of the Offered Securities, see "Description of Debt
Securities" in the accompanying Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
and the Terms Agreement relating to the Offered Securities, the Company has
agreed to sell to the several Underwriters named below (the "Underwriters"), and
the several Underwriters have agreed to purchase, the principal amounts of the
Notes and the Debentures set forth opposite their names below:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF NOTES OF DEBENTURES
----------- ---------------- ----------------
<S> <C> <C>
Chase Securities Inc................................. $ 40,000,000 $ 40,000,000
J.P. Morgan Securities Inc........................... 40,000,000 40,000,000
Morgan Stanley & Co. Incorporated.................... 20,000,000 20,000,000
------------ ------------
Total...................................... $100,000,000 $100,000,000
============ ============
</TABLE>

The Underwriters have advised the Company that they propose to offer the
Offered Securities to the public at the public offering prices set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such prices
less a concession not in excess of % of the principal amount of the Notes
and % of the principal amount of the Debentures. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of % of the
principal amount of the Offered Securities to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.

S-8
<PAGE> 10

The Company has agreed to indemnify the Underwriters against or make
contributions relating to certain liabilities, including liabilities under the
Securities Act of 1933, as amended.

There currently is no public market for the Offered Securities. The Offered
Securities will not be listed on any securities exchange, and there can be no
assurance that there will be a secondary market for the Offered Securities. From
time to time, one or more of the Underwriters may make a market in the Offered
Securities; however, at this time no determination has been made as to whether
any of the Underwriters will make a market in the Offered Securities.
Accordingly, there can be no assurance as to whether an active trading market
for the Notes or the Debentures will develop or as to the liquidity of any
trading market for the Notes or the Debentures.

The Underwriters may engage in certain transactions which may stabilize,
maintain or otherwise affect the price of the Offered Securities. Such
transactions may include over-allotments of the Offered Securities and purchases
of the Offered Securities.

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Offered Securities are
subject to the approval of certain legal matters by counsel to the Underwriters
and to certain other conditions. The Underwriters are committed to take and pay
for all of the Offered Securities if any are taken.

In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates have engaged, and may in the future engage, in
investment banking or commercial banking transactions with the Company. From
time to time, affiliates of Chase Securities Inc. and J.P. Morgan Securities
Inc. engage in general financing and banking transactions with the Company and
its affiliates for which they are paid customary fees. An affiliate of Chase
Securities Inc. is agent for the lenders under the Company's revolving credit
facility, and receives customary compensation therefor.

LEGAL MATTERS

The validity of the Offered Securities will be passed upon for the Company
by Debevoise & Plimpton, New York, New York. Certain legal matters will be
passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations), New York, New York.

S-9
<PAGE> 11

SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997

PROSPECTUS

MAPCO INC.

$500,000,000 DEBT SECURITIES, PREFERRED STOCK,
COMMON STOCK, DEPOSITARY SHARES AND WARRANTS
---------------------

MAPCO Inc. (the "Company") may from time to time offer together or
separately its (i) debt securities (the "Debt Securities"), which may be either
senior debt securities (the "Senior Debt Securities") or subordinated debt
securities (the "Subordinated Debt Securities"), (ii) shares of its preferred
stock, no par value per share (the "Preferred Stock"), which may be issued in
the form of Depositary Shares (as defined herein) evidenced by Depositary
Receipts (as defined herein), (iii) shares of its common stock, $1 par value per
share (the "Common Stock"), and (iv) warrants to purchase securities of the
Company as shall be designated by the Company at the time of the offering (the
"Warrants"), in amounts, at prices and on terms to be determined at the time of
offering. (The Debt Securities, Preferred Stock, Common Stock and Warrants are
collectively called the "Securities.")

The Securities offered pursuant to this Prospectus may be issued in one or
more series or issuances and will be limited to U.S.$500,000,000 aggregate
public offering price (or, in the case of Debt Securities, its equivalent (based
on the applicable exchange rate at the time of issue) if issued with principal
amounts denominated in one or more foreign currencies, or such greater amount if
issued at an original issue discount, as shall result in aggregate proceeds of
U.S.$500,000,000 to the Company). Certain specific terms of the particular
Securities in respect of which this Prospectus is being delivered are set forth
in the accompanying Prospectus Supplement (the "Prospectus Supplement"),
including, where applicable, (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, the denomination, whether such Debt
Securities are Senior Debt Securities or Subordinated Debt Securities, the
maturity, the premium, if any, the interest rate (which may be fixed, floating
or adjustable rate), if any, the time and method of calculating payment of
interest, if any, the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable, the currency in which
principal of, premium, if any, and interest, if any, on such Debt Securities
will be payable, any terms of redemption at the option of the Company or of the
holder, any sinking fund provisions, the terms for any conversion or exchange
into other Securities, the initial public offering price and other specific
terms, (ii) in the case of Preferred Stock, the specific designation, the stated
value and liquidation preference per share, the aggregate number of shares
offered, any dividend rights (including the method of calculating payment of
dividends), the place or places where dividends will be payable, any redemption,
voting and other rights, any terms for conversion or exchange into other
Securities or property, the initial public offering price and other specific
terms and any other terms not set forth herein, (iii) in the case of Warrants,
the duration, purchase price, exercise price and detachability of such Warrants
and a description of the securities for which each Warrant is exercisable, (iv)
in the case of Depositary Shares, the fractional share of Preferred Stock
represented by each such Depositary Share, and (v) in the case of Common Stock,
the aggregate number of shares offered, the initial public offering price, the
methods of distribution and other special terms. If so specified in the
applicable Prospectus Supplement, Debt Securities of a series may be issued in
whole or in part in the form of one or more temporary or permanent global
securities ("Global Securities").

Unless otherwise specified in a Prospectus Supplement, the Senior Debt
Securities, when issued, will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt
Securities, when issued, will be unsecured and will be subordinated to all
Senior Debt (as defined herein) of the Company, including any Senior Debt
Securities.

The Company's Common Stock is listed on the New York Stock Exchange, the
Pacific Stock Exchange and the Chicago Stock Exchange under the trading symbol
"MDA." Any Common Stock sold pursuant to a Prospectus Supplement will be listed
on such exchanges, subject to official notice of issuance.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------

The Company may sell the Securities to or through underwriters, through
dealers or agents, directly to purchasers or through a combination of such
methods. See "Plan of Distribution." The accompanying Prospectus Supplement sets
forth the names of any underwriters, dealers or agents, if any, involved in the
sale of the Securities in respect of which this Prospectus is being delivered
and any applicable fee, commission or discount arrangements with them. The
Prospectus Supplement will state whether the Securities will be listed on any
national securities exchange. If the Securities are not listed on any national
securities exchange, there can be no assurance that there will be a secondary
market for any such Securities.

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
---------------------

The date of this Prospectus is February , 1997.

<PAGE> 12

No dealer, salesperson or other person has been authorized to give any
information or make any representations, other than those contained or
incorporated by reference in this Prospectus and the applicable Prospectus
Supplement, and if given or made such information or representations must not be
relied upon as having been authorized by the Company or any agent, underwriter
or dealer. This Prospectus and the applicable Prospectus Supplement do not
constitute an offer of any securities other than those to which they relate, or
an offer to sell or a solicitation of an offer to buy those to which they relate
in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. The delivery of this Prospectus and/or the
applicable Prospectus Supplement at any time does not imply that the information
herein or therein is correct as of any time subsequent to its date.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Commission
also maintains a site on the world wide web at http://www.sec.gov that contains
reports, proxy and information statements and other information filed
electronically by the Company. In addition, such reports, proxy statements and
other information may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, The Chicago Stock Exchange,
One Financial Place, 440 S. LaSalle Street, Chicago, IL 60605-1070 and the
Pacific Stock Exchange, 301 Pine St., San Francisco, CA 94104, upon which the
common stock of the Company is traded.

This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus and any accompanying Prospectus
Supplement do not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Securities offered hereby, reference is made to the Registration
Statement and the exhibits and the financial statements, notes and schedules
filed as a part thereof or incorporated by reference therein, which may be
inspected at the public reference facilities of the Commission, at the addresses
set forth above. Statements made in this Prospectus and any Prospectus
Supplement concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

(2) Description of the Company's Common Stock contained on its
Registration Statement on Form 8-A, dated December 5, 1974; and

(3) Description of the Company's Preferred Stock Purchase Rights
associated with the Common Stock contained in its Registration
Statement on Form 8-A, dated June 11, 1996 (as amended by the Form
8-A/A filed on July 8, 1996).

2
<PAGE> 13

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

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated by reference into this Prospectus (without exhibits to such
documents other than exhibits specifically incorporated by reference into such
documents). Requests for such copies should be directed to the office of the
Secretary, MAPCO Inc., 1800 South Baltimore Avenue, Tulsa, Oklahoma 74119;
telephone number (918) 581-1800.

3
<PAGE> 14

THE COMPANY

MAPCO Inc. ("MAPCO" or the "Company") is a diverse energy company which has
four primary businesses. MAPCO's natural gas liquids business is one of North
America's largest operators of natural gas liquids and ammonia pipelines,
fractionation and storage facilities and also markets natural gas liquids.
MAPCO's propane marketing business, operating under the "Thermogas" name, was,
at the end of 1996, the fourth largest retail propane marketer in the United
States. MAPCO's petroleum refining business owns and operates refineries and
markets wholesale refined products in Alaska and Tennessee. MAPCO's retail
petroleum business, which operates under the name of MAPCO Express, markets
petroleum products and merchandise through a network of convenience stores and
interstate travel centers.

The Company was incorporated in Delaware in 1958 and has its principal
executive offices at 1800 South Baltimore Avenue, Tulsa, Oklahoma 74119,
telephone number (918) 581-1800. References in this Prospectus to "MAPCO" or the
"Company" include its subsidiaries, unless otherwise specified herein or the
context requires otherwise.

USE OF PROCEEDS

Except as set forth in a Prospectus Supplement, the Company intends to use
the net proceeds from the sale of the Securities for general corporate purposes,
including, without limitation, working capital, capital expenditures,
investments in or loans to subsidiaries, the repayment or refinancing of debt,
including outstanding commercial paper, possible future business acquisitions,
the satisfaction of other obligations or for such other purposes as may be
specified in the applicable Prospectus Supplement.

RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth the Company's ratio of earnings to fixed
charges and earnings to fixed charges and preferred stock dividends for the
years indicated, restated to reflect the reporting of the Company's Coal
segment, which was sold in 1996, as discontinued operations.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........................ 4.4 2.6 2.4 3.8 2.9
Ratio of earnings to fixed charges and preferred stock
dividends............................................... 4.4 2.6 2.4 3.8 2.9
</TABLE>

For purposes of calculating the ratio of earnings to fixed charges and the
ratio of earnings to fixed charges and preferred stock dividends, earnings
consist of income from continuing operations before income taxes, minority
interest and fixed charges (exclusive of preferred stock dividends). For
purposes of calculating both ratios, fixed charges include interest expense,
capitalized interest and that portion of rentals representative of an interest
factor. The pro forma effect of applying approximately $100 million of net
proceeds from the Offering to the repayment of existing commercial paper
borrowings does not significantly change the 1996 historical ratio.

4
<PAGE> 15

DESCRIPTION OF DEBT SECURITIES

The Senior Debt Securities offered hereby are to be issued in one or more
series under the Indenture, dated as of February 25, 1997, as amended or
supplemented from time to time (as so amended or supplemented, the "Senior
Indenture"), between the Company and The First National Bank of Chicago, as
trustee (the "Senior Trustee"). The Subordinated Debt Securities offered hereby
are to be issued in one or more series under the Subordinated Indenture, dated
as of February 25, 1997, as amended or supplemented from time to time (as so
amended or supplemented, the "Subordinated Indenture" and, together with the
Senior Indenture, the "Indentures"), between the Company and The First National
Bank of Chicago, as trustee (the "Subordinated Trustee" and, together with the
Senior Trustee, the "Trustees"). Copies of the Indentures have been filed as
exhibits to the Registration Statement of which this Prospectus forms a part.

The statements herein relating to the Debt Securities and the following
summaries of certain provisions of the Indentures do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indentures (as they may be amended or supplemented from time
to time) and the Trust Indenture Act of 1939, as amended (the "TIA"). Whenever
particular sections or defined terms of the Indentures are referred to herein or
in a Prospectus Supplement, such sections or defined terms are incorporated
herein or therein by reference.

GENERAL

The Debt Securities will be unsecured obligations of the Company. The
Senior Debt Securities will rank on a parity with all other unsecured and
unsubordinated obligations of the Company. The Subordinated Debt Securities will
be subordinate and junior in right of payment to the extent and in the manner
set forth in the Subordinated Indenture to all Senior Debt (as defined below) of
the Company, including any Senior Debt Securities. See "-- Subordination under
the Subordinated Indenture." The Company is a holding company which presently
conducts its business through its subsidiaries. Most of the operating assets of
the Company and its consolidated subsidiaries are owned by such subsidiaries and
the Company relies primarily on dividends from such subsidiaries to meet its
obligations for payment of principal and interest on its outstanding debt
obligations and corporate expenses. Accordingly, the Debt Securities will be
effectively subordinated to all existing and future liabilities of the Company's
subsidiaries, and holders of Debt Securities should look only to the assets of
the Company for payments on the Debt Securities. Various loan agreements with a
subsidiary of the Company contain restrictive covenants which, among other
things, limit the payment of advances or dividends by certain of the Company's
subsidiaries to the Company. At December 31, 1996, $190 million of net assets
held by such subsidiaries were restricted from use for paying dividends or
advances to the Company.

The Indentures do not limit the aggregate amount of Debt Securities which
may be issued thereunder. Except as otherwise provided in the applicable
Prospectus Supplement, the Indentures, as they apply to any series of Debt
Securities, do not limit the incurrence or issuance of other secured or
unsecured debt of the Company, whether under either of the Indentures, any other
indenture that the Company may enter into in the future or otherwise. See
"-- Subordination under the Subordinated Indenture" and the Prospectus
Supplement relating to any offering of Subordinated Debt Securities.

The Debt Securities will be issuable in one or more series pursuant to an
indenture supplemental to the Senior Indenture or the Subordinated Indenture, as
the case may be, or a resolution of the Company's Board of Directors or a
committee thereof. (Section 2.1 of each Indenture.)

Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including: (1) the title of such Debt
Securities; (2) any limit upon the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of and premium, if any,
on such Debt Securities will mature or the method of determining such date or
dates; (4) the rate or rates (which may be fixed or variable) at which such Debt
Securities will bear interest, if any, or the method of calculating such rate or
rates; (5) the date or dates from which interest, if any, will accrue or the
method by which such date or dates will be determined; (6) the date or dates on
which interest, if any, will be payable and the record date or dates therefor;
(7) the place or places where principal of, premium, if any, and interest, if
any, on such Debt Securities will be payable or at which

5
<PAGE> 16

Debt Securities may be surrendered for registration of transfer or exchange; (8)
the period or periods within which, the price or prices at which, if other than
in United States dollars, the currency or currencies (including currency unit or
units) in which, and the other terms and conditions upon which, such Debt
Securities may be redeemed, in whole or in part, at the option of the Company;
(9) the obligation, if any, of the Company to redeem or purchase such Debt
Securities pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a holder thereof and the
period or periods within which, the price or prices at which, if other than in
United States dollars, the currency or currencies (including currency unit or
units) in which, and the other terms and conditions upon which, such Debt
Securities shall be redeemed or purchased, in whole or in part, pursuant to such
obligation; (10) the denominations in which such Debt Securities are authorized
to be issued; (11) the currency or currency unit in which Debt Securities may be
denominated and/or the currency or currencies (including currency unit or units)
in which principal of, premium, if any, and interest, if any, on such Debt
Securities will be payable and whether the Company or the holders of any such
Debt Securities may elect to receive payments in respect of such Debt Securities
in a currency or currency unit other than that in which such Debt Securities are
stated to be payable; (12) if the amount of principal of, or any premium or
interest on, any of such Debt Securities may be determined with reference to an
index or pursuant to a formula or other method, the manner in which such amounts
will be determined; (13) if other than the principal amount thereof, the portion
of the principal amount of such Debt Securities which will be payable upon
declaration of the acceleration of the maturity thereof or the method by which
such portion shall be determined; (14) provisions, if any, granting special
rights to the holders of Debt Securities upon the occurrence of such events as
may be specified; (15) any addition to, or modification or deletion of, any
Event of Default or any covenant of the Company specified in the Indenture with
respect to such Debt Securities; (16) the circumstances under which the Company
will pay additional amounts on the Debt Securities held by non-U.S. persons in
respect of taxes, assessments or similar charges; (17) whether the Debt
Securities will be issued in registered or bearer form or both; (18) the
application, if any, of such means of defeasance or covenant defeasance as may
be specified for such Debt Securities; (19) whether such Debt Securities are to
be issued in whole or in part in the form of one or more temporary or permanent
global securities and, if so, the identity of the depositary or its nominee, if
any, for such global security or securities and the circumstances under which
beneficial owners of interests in the global security may exchange such
interests for certificated Debt Securities to be registered in the names of or
to be held by such beneficial owners or their nominees; (20) in the case of the
Subordinated Indenture, the relative degree to which such Debt Securities of the
series shall be senior to or be subordinated to other series of such Debt
Securities, and to other indebtedness of the Company, in right of payment,
whether such other series of Debt Securities and other indebtedness are
outstanding or not; (21) the terms, if any, upon which such Debt Securities may
be converted or exchanged into or for Common Stock, Preferred Stock or other
securities or property of the Company; (22) any restrictions on the
registration, transfer or exchange of the Debt Securities; and (23) any other
terms not inconsistent with the terms of the Indentures pertaining to such Debt
Securities. (Section 3.1 of each Indenture.) Unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities will not be listed on any
securities exchange.

The number of shares of Common Stock or Preferred Stock that will be
issuable upon the conversion or exchange of any Debt Securities issued with
conversion or exchange provisions will be adjusted to prevent dilution resulting
from stock splits, stock dividends or similar transactions, and the nature and
amount of the securities, assets or other property to be received upon the
conversion or exchange of such Debt Securities will be changed as necessary in
the event of any consolidation, merger, combination or similar transaction. The
specific provisions will be set forth in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities in registered form will be issued in denominations of U.S.$1,000 or
any integral multiples of U.S.$1,000 and Debt Securities in bearer form will be
issued in denominations of U.S.$5,000 or any integral multiples of U.S.$5,000.
(Section 3.2 of each Indenture.) Where Debt Securities of any series are issued
in bearer form, the special restrictions and considerations, including special
offering restrictions and material U.S. federal income tax considerations,
applicable to any such Debt Securities and to payments in respect of and
transfers and exchanges of such Debt Securities will be described in the
applicable Prospectus Supplement. Debt Securities in bearer form will be
transferable by delivery. (Section 3.5 of each Indenture.)

6
<PAGE> 17

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

If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units or if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, the restrictions,
elections, material U.S. federal income tax considerations and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.

If any index is used to determine the amount of payments of principal of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations applicable thereto
will be described in the applicable Prospectus Supplement.

The general provisions of the Indentures do not afford holders of the Debt
Securities protection in the event of a highly leveraged transaction,
restructuring, change in control, merger or similar transaction involving the
Company that may adversely affect holders of the Debt Securities.

PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at
such office or agency of the Company maintained for that purpose as the Company
may designate from time to time, except that, at the option of the Company,
interest payments, if any, on Debt Securities in registered form may be made (i)
by checks mailed to the holders of Debt Securities entitled thereto at their
registered addresses or (ii) by wire transfer to an account maintained by the
holders of the Debt Securities entitled thereto as specified in the Register.
(Sections 3.7(a) and 9.2 of each Indenture.) Each payment in respect of the Debt
Securities shall be considered to have been made on the date such payment is due
if there shall have been sent to the Trustee or paying agent by wire transfer
(received by no later than the business day following such due date), or the
Trustee or paying agent otherwise holds, on such due date sufficient funds to
make such payment. (Section 9.1 of each Indenture.) Unless otherwise indicated
in an applicable Prospectus Supplement, scheduled payments of any installment of
interest on Debt Securities in registered form will be made to the person in
whose name such Debt Security is registered at the close of business on the
regular record date for such interest. (Section 3.7(a) of each Indenture.)

Payment in respect of Debt Securities in bearer form will be made in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as the Company may appoint from time to time. The paying agents outside
the United States, if any, initially appointed by the Company for a series of
Debt Securities will be named in the Prospectus Supplement. Unless otherwise
provided in the applicable Prospectus Supplement, the Company may at any time
designate additional paying agents or rescind the designation of any paying
agents, except that, if Debt Securities of a series are issuable in registered
form, the Company will be required to maintain at least one paying agent in each
place of payment for such series and if Debt Securities of a series are issuable
in bearer form, the Company will be required to maintain at least one paying
agent in a place of payment outside the United States where Debt Securities of
such series and any coupons appertaining thereto may be presented and
surrendered for payment. (Section 9.2 of each Indenture.)

Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the agency
of the Company maintained for such purpose as designated by the Company from
time to time. (Sections 3.5 and 9.2 of each Indenture.) Debt Securities may be
transferred or exchanged without service charge, although the Company may
require a holder to pay any tax or other governmental charge imposed in
connection therewith. (Section 3.5 of each Indenture.)

7
<PAGE> 18

GLOBAL DEBT SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more fully registered global securities (a "Registered Global
Security"). Each Registered Global Security will be registered in the name of a
depositary (the "Depositary") or a nominee for the Depositary identified in the
applicable Prospectus Supplement, will be deposited with such Depositary or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof and any such
other matters as may be provided for pursuant to the applicable Indenture. In
such a case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Registered Global Security or Securities. (Section 3.3 of each
Indenture.) Unless and until it is exchanged in whole or in part for Debt
Securities in definitive certificated form, a Registered Global Security may not
be transferred or exchanged except as a whole by the Depositary for such
Registered Global Security to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary, or except in the circumstances described
in the applicable Prospectus Supplement. (Section 3.5 of each Indenture.)

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement.

Upon the issuance of any Registered Global Security, and the deposit of
such Registered Global Security with or on behalf of the Depositary for such
Registered Global Security, the Depositary will credit on its book-entry
registration and transfer system the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts of
institutions ("Participants") that have accounts with the Depositary. The
accounts to be credited will be designated by the underwriters or agents
engaging in the distribution of such Debt Securities or by the Company, if such
Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Registered Global Security will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in a Registered Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Registered Global Security or by its nominee.
Ownership of beneficial interests in such Registered Global Security by persons
who hold through Participants will be shown on, and the transfer of such
beneficial interests within such Participants will be effected only through,
records maintained by such Participants.

So long as the Depositary for a Registered Global Security, or its nominee,
is the owner of such Registered Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
Debt Security represented by such Registered Global Security for all purposes
under each Indenture. (Section 3.8 of each Indenture.) Accordingly, each person
owning a beneficial interest in such Registered Global Security must rely on the
procedures of the Depositary and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest, to
exercise any rights of a holder under such Indenture. The Company understands
that under existing industry practices, if it requests any action of holders or
if an owner of a beneficial interest in a Registered Global Security desires to
give or take any instruction or action which a holder is entitled to give or
take under the Indenture, the Depositary would authorize the Participants
holding the relevant beneficial interests to give or take such instruction or
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such instruction or action or would otherwise
act upon the instructions of beneficial owners holding through them.

Unless otherwise specified in the Prospectus Supplement, payments with
respect to principal, premium, if any, and interest, if any, on the Debt
Securities represented by a Registered Global Security registered in the name of
the Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security. The
Company expects that the Depositary for any Debt Securities represented by a
Registered Global Security, upon receipt of any payment of principal or interest
in respect of such Registered Global Security, will credit immediately
Participants' accounts with

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<PAGE> 19

payments in amounts proportionate to their respective beneficial interests in
the Registered Global Security as shown on the records of the Depositary. The
Company also expects that payments by Participants to owners of beneficial
interests in such Registered Global Security held through such Participants will
be governed by standing instructions and customary practices, as is now the case
with securities in bearer form held for the accounts of customers or registered
in "street name," and will be the responsibility of such Participants. None of
the Company, the respective Trustees or any agent of the Company or the
respective Trustees shall have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial interests in
any Registered Global Security, or for maintaining, supervising or reviewing any
records relating to such beneficial interests. (Section 3.8 of each Indenture.)

Unless otherwise specified in the applicable Prospectus Supplement, if the
Depositary for any Debt Securities represented by a Registered Global Security
is at any time unwilling or unable to continue as depositary of such Registered
Global Security and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Debt Securities in certificated form in
exchange for such Registered Global Security. In addition, the Company in its
sole discretion may at any time determine not to have any of the Debt Securities
of a series represented by one or more Registered Global Securities and, in such
event, will issue Debt Securities of such series in certificated form in
exchange for all of the Registered Global Securities representing such series of
Debt Securities. (Section 3.5 of each Indenture.)

The Debt Securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities (a "Bearer Global Security")
that will be deposited with a depositary, or with a nominee for such depositary,
identified in the applicable Prospectus Supplement. Any such Bearer Global
Securities may be issued in temporary or permanent form. (Section 3.4 of each
Indenture.) The specific terms and procedures, including the specific terms of
the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by one or more Bearer Global Securities will be
described in the applicable Prospectus Supplement.

CERTAIN COVENANTS IN THE INDENTURES

Limitations on Liens. Each Indenture will provide that the Company will
not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee
any debt for money borrowed (excluding trade accounts payable or accrued
liabilities arising in the normal course of business) (herein referred to as
"Indebtedness") if such Indebtedness is secured by any mortgage, security
interest, pledge, lien or other encumbrance (herein referred to as a "Lien" or
"Liens") upon any Principal Property of the Company or of a Restricted
Subsidiary or on any shares of stock of any Restricted Subsidiary, whether such
Principal Property or shares of stock are owned at the date of each Indenture or
thereafter acquired, without in any such case effectively providing that the
Debt Securities of any outstanding series which are entitled to the benefits of
such provision of the Indenture (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Restricted Subsidiary entitled thereto, subject to applicable priority of
payment) shall be secured equally and ratably with, or prior to, such
Indebtedness so long as such Indebtedness shall be so secured; provided,
however, that the foregoing restriction does not apply to (i) Liens on any
property or assets acquired, constructed or improved by the Company or any
Restricted Subsidiary which are created or assumed prior to, contemporaneously
with, or within one year after the later of such acquisition, completion of such
construction or improvement or commencement of operation of such property or
assets to secure or provide for the payment of all or any part of the purchase
price of such property or assets or the cost of such construction or
improvement; (ii) Liens on any property or assets existing thereon at the time
of the acquisition thereof by the Company or any Restricted Subsidiary; (iii)
Liens on any property, assets or stock of any Person existing at the time such
Person is merged with or into or consolidated with the Company or a Restricted
Subsidiary or at the time of a purchase, lease or other acquisition of the
properties, assets or stock of such Person; (iv) Liens on property, assets or
securities of a Person existing at the time such Person becomes a Restricted
Subsidiary; (v) Liens to secure Indebtedness of a Restricted Subsidiary to the
Company or to another Restricted Subsidiary; (vi) Liens in favor of the United
States or any State thereof, or any department, agency or instrumentality or
political subdivision of the United States or any State thereof, to secure
partial progress, advance or other payments pursuant to any contract or statute
or to secure any

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<PAGE> 20

Indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property or assets
subject to such Liens; (vii) any Lien upon any property or assets in accordance
with customary banking practice to secure any Indebtedness incurred by the
Company or any Restricted Subsidiary in connection with the exporting of goods
to, or between, or the marketing of goods in, or the importing of goods from,
foreign countries; (viii) any Lien in existence on the date of each Indenture or
created pursuant to an "after-acquired property" clause or similar term in
existence on the date of each Indenture or any mortgage, pledge agreement,
security agreement or other similar instrument in existence on the date of the
Indenture; and (ix) any extension renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred
to in the foregoing clauses (i) to (viii), inclusive; provided, however, that
the principal amount of Indebtedness secured thereby shall not exceed the
greater of the principal amount of Indebtedness so secured at the time of such
extension, renewal or replacement and the original principal amount of the
Indebtedness so secured (plus, in each case the aggregate amount of premiums,
other payments, costs and expenses required to be paid or incurred in connection
with such extension, renewal or replacement); provided, further, however, that
such extension, renewal or replacement shall be limited to all or a part of the
property (including improvements, alterations and repairs on such property)
subject to the encumbrance so extended, renewed or replaced (plus improvements,
alterations or repairs on such property). Notwithstanding the foregoing, such
restriction does not apply to the issuance, assumption or guarantee by the
Company or any Restricted Subsidiary of Indebtedness secured by a Lien which
would otherwise be subject to the foregoing restrictions up to an aggregate
principal amount which, together with all other Indebtedness of the Company and
its Restricted Subsidiaries secured by Liens which would otherwise be subject to
the foregoing restrictions (other than Liens permitted under the foregoing
exceptions) and the net sale proceeds from Sale and Leaseback Transactions (as
defined below) in existence at such time (other than any Sale and Leaseback
Transaction permitted by clauses (i) through (v), inclusive, under "Restrictions
on Sale and Leaseback Transactions" below), does not at the time exceed 15% of
Consolidated Net Tangible Assets. (Section 9.5.)

Restrictions on Sale and Leaseback Transactions. The Indenture will provide
that the Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any Person providing for the leasing to the
Company or any Restricted Subsidiary of any Principal Property which Principal
Property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person (herein referred to as a "Sale and
Leaseback Transaction") unless (i) the Company or such Restricted Subsidiary
would be entitled to incur Indebtedness secured by a Lien on the Principal
Property to be leased (as permitted by clauses (i) through (ix), inclusive,
under "Limitations on Liens" above) in an amount equal to or exceeding the net
sale proceeds from such Sale and Leaseback Transaction without equally and
ratably securing the Debt Securities; (ii) the lease is for a term, including
any renewal thereof, of not more than three years; (iii) the lease is between
the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv)
such Sale and Leaseback Transaction occurs within one year from the date of
acquisition of the Principal Property subject thereto or the date of completion
of construction or commencement of operations, whichever is later; or (v) the
Company shall, and in any such case the Company covenants that it will, within
180 days of the effective date of any such arrangement apply an amount equal to
the net sale proceeds from Sale and Leaseback Transactions to (x) repayment,
redemption or retirement of Funded Debt of the Company or any Restricted
Subsidiary or (y) investment in another Principal Property. (Section 9.6)
Notwithstanding the foregoing, under each Indenture, the Company may, and may
permit any Restricted Subsidiary to, effect any Sale and Leaseback Transaction
provided that the net sale proceeds from such Sale and Leaseback Transaction
together with the aggregate principal amount of outstanding Indebtedness (other
than the Debt Securities) secured by Liens upon Principal Properties not
excepted by clause (i) through (ix), inclusive, under "Limitation on Liens"
above, do not exceed 15% of the Consolidated Net Tangible Assets.

Certain Definitions.

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<PAGE> 21

after the time as of which the amount thereof is being computed) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and its Subsidiaries ("Subsidiary"
being defined as any Person where more than 50% of its voting stock or other
ownership interest having ordinary voting power is owned by the Company or by
another Subsidiary or by any combination of the Company and its Subsidiaries)
and prepared in accordance with generally accepted accounting principles.
(Section 1.1(a).)

"Funded Debt" means all Indebtedness (i) maturing one year or more from the
date of the creation thereof, (ii) directly or indirectly renewable or
extendible, at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one year or more from the
date of the creation thereof, (iii) under a revolving credit or similar
agreement obligating the lender or lenders to extend credit over a period of one
year or more or (iv) evidenced by commercial paper backed by such a revolving
credit or similar agreement. (Section 1.1(a).)

"Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, other
entity, unincorporated organization, or government or any agency or political
subdivision thereof. (Section 1.1(a).)

"Principal Property" means (i) any interest in property located in the
United States which is capable of producing natural gas liquids in paying
quantities, (ii) any pipeline of an 8-inch diameter or larger located in the
United States and (iii) any refining or manufacturing facility (including in
each case, the equipment therein but excluding related transportation or
marketing facilities) located within the United States, in each case whether
owned on the date of the Indenture or thereafter acquired (other than any
facility acquired after the date of the Indenture principally for the control or
abatement of atmospheric pollutants or contaminants, or water, noise, odor or
other pollution, or any facility financed from the proceeds of pollution control
or revenue bonds), which would be reflected on a consolidated balance sheet of
the Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles, excluding all such tangible property (a) located outside
the United States of America, (b) having a gross book value (without deduction
of any applicable depreciation reserves) on the date as of which the
determination is being made of less than one percent of Consolidated Net
Tangible Assets or (c) which, in the opinion of the Board of Directors set forth
in a Board Resolution, is not material to MAPCO Inc. and its consolidated
Subsidiaries taken as a whole. (Section 1.1(a).)

"Restricted Subsidiary" is defined as any Subsidiary which is incorporated
under the laws of any state of the United States or of the District of Columbia,
and which owns a Principal Property. (Section 1.1(a).)

CONSOLIDATION, MERGER OR SALE BY THE COMPANY

Each Indenture permits the Company to consolidate with or merge into any
person or persons or to sell, transfer or lease its properties and assets as, or
substantially as, an entirety to any person if, (i) the person (if other than
the Company) formed by such consolidation, or into which the Company is merged
or which acquires or leases the properties and assets of the Company as, or
substantially as, an entirety, is organized and existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) such person
expressly assumes the Company's obligations on the Debt Securities issued under
such Indenture and (iii) immediately after giving effect to such consolidation,
merger, sale, transfer or lease, no Default or Event of Default under such
Indenture exists. (Section 7.1 of each Indenture.)

EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT

Except as otherwise provided in a Prospectus Supplement relating to the
Debt Securities of a particular series, Events of Default with respect to Debt
Securities of any series are defined in each Indenture as (a) default in the
payment of any interest on any Debt Security of that series, and the continuance
of such default for a period of 30 days; (b) default in the payment of any
installment of the principal of or any premium on any Debt Security of that
series when due, whether at maturity, upon redemption, by declaration or
otherwise or in the payment of a mandatory sinking fund payment when and as due
by the forms of the Debt Securities of that series; (c) failure by the Company
to comply with any other covenant or agreement

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<PAGE> 22

contained in the Indenture under which the Debt Securities of that series were
issued and the continuance of such default for a period of 90 days after written
notice as provided in such Indenture; (d) certain events of bankruptcy,
insolvency and reorganization of the Company; and (e) default by the Company
under any indenture or other instrument under which any indebtedness for
borrowed money having an outstanding aggregate principal amount of at least $25
million has been issued or by which it is governed as a result of which such
indebtedness shall have been accelerated, and such acceleration is not
rescinded, cured or annulled within 30 days after written notice thereof to the
Company by the Trustee for such series or to the Company and the Trustee for
such series by the holders of at least 25% of the aggregate principal amount of
the Debt Securities of such series then outstanding, provided that such Event of
Default will be cured or waived if the default that resulted in the acceleration
of such other indebtedness is cured or waived, as the case may be. (Section 5.1
of each Indenture.) Events of Default with respect to a specified series of Debt
Securities may be deleted from or added to the Indenture or may be modified and,
if so deleted, added or modified, will be described in the applicable Prospectus
Supplement. (Sections 3.1 and 5.1 of each Indenture.)

Each Indenture provides that the relevant Trustee will, within 90 days
after the occurrence of a Default that is continuing with respect to the Debt
Securities of any series, give to the holders of the Debt Securities of that
series notice of all Defaults known to it unless such Default shall have been
cured or waived; provided that except in the case of a Default in payment of
principal, premium, if any, or interest on the Debt Securities of that series,
such Trustee shall be protected in withholding such notice if it in good faith
determines that withholding such notice is in the interests of holders of the
Debt Securities of that series. (Section 6.6 of each Indenture.) "Default" means
any event which is, or after notice or passage of time, or both, would be, an
Event of Default. (Section 1.1 of each Indenture.)

Each Indenture provides that, if an Event of Default specified therein
(other than an Event of Default of the type described in clause (d) of the
second preceding paragraph) occurs with respect to the Debt Securities of any
series and is continuing, the Trustee for such series or the holders of 25% in
aggregate principal amount of all outstanding Debt Securities of that series
(calculated as provided for in each Indenture) may declare the principal of (or,
if the Debt Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount specified in the
Prospectus Supplement) and accrued interest, if any, on all the Debt Securities
of that series to be due and payable and upon such declaration, such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such portion of the principal amount specified in the Prospectus Supplement) and
interest, if any, shall be immediately due and payable. If an Event of Default
of the type described in clause (d) of the second preceding paragraph occurs
with respect to the Debt Securities of any series and is continuing, then the
principal of (or, if the Debt Securities of that series are Original Issue
Discount Securities or Indexed Securities, the applicable portion of such
principal amount) and accrued interest, if any, on all the Debt Securities of
that series shall be immediately due and payable without any declaration or act
on the part of the Trustee for such series or any holder of such Debt
Securities. If the principal of and interest on Subordinated Debt Securities is
accelerated as described in this paragraph, the payment of such principal and
interest shall remain subordinated to the extent provided in Article 15 of the
Subordinated Indenture. (Section 5.2 of each Indenture.)

Each Indenture provides that the holders of not less than a majority in
aggregate principal amount of any series of Debt Securities by written notice to
the Trustee for such series may waive, on behalf of the holders of all Debt
Securities of such series, any past Default or Event of Default with respect to
that series and its consequences except a Default or Event of Default in the
payment of the principal of, premium, if any, or interest, if any, on any Debt
Security or with respect to a covenant or provision that cannot be amended or
modified without consent of each holder of such series of Debt Securities
adversely affected. (Section 5.7 of each Indenture.)

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

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<PAGE> 23

Each Indenture provides that, if a Default or an Event of Default shall
have occurred and be continuing, the holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series affected (with
each such series voting as a class) may, subject to certain limited conditions,
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee for such series, or exercising any trust or power
conferred on such Trustee. (Section 5.8 of each Indenture.)

Each Indenture includes a covenant that the Company will file annually with
the relevant Trustee a certificate as to the presence or absence of certain
defaults under the terms of such Indenture. (Section 9.7 of each Indenture.)

MODIFICATION OF THE INDENTURES

Each Indenture contains provisions permitting the Company and the relevant
Trustee to enter into one or more supplemental indentures without the consent of
the holders of any of the Debt Securities in order (i) to evidence the
succession of another entity to the Company and the assumption of the covenants
and obligations of the Company under the Debt Securities and such Indenture by
such successor to the Company; (ii) to add to the covenants of the Company for
the benefit of the holders of all or any series of Debt Securities or surrender
any right or power conferred on the Company by such Indenture; (iii) to add
additional Events of Default with respect to any series of Debt Securities; (iv)
to add to or change any provisions to such extent as necessary to facilitate the
issuance or administration of Debt Securities in bearer form or to facilitate
the issuance or administration of Debt Securities in global form; (v) to change
or eliminate any provision affecting only Debt Securities not yet issued; (vi)
to secure the Debt Securities; (vii) to establish the form or terms of Debt
Securities of any series; (viii) to evidence and provide for successor Trustees
or to add or change any provisions to such extent as necessary to permit or
facilitate the appointment of a separate Trustee or Trustees for specific series
of Debt Securities; (ix) to permit payment in respect of Debt Securities in
bearer form in the United States to the extent allowed by law; (x) to correct or
supplement any inconsistent provisions or to make any other provisions with
respect to matters or questions arising under such Indenture, provided that any
such action does not adversely affect in any material respect the interests of
any holder of Debt Securities of any series then outstanding; (xi) to cure any
ambiguity, correct any mistake or comply with any mandatory provision of law;
(xii) in the case of the Subordinated Indenture, to modify the subordination
provisions thereof in a manner not adverse to the holders of Subordinated Debt
Securities of any series then outstanding; (xiii) to make provision with respect
to any conversion or exchange rights of holders not adverse to the holders of
any Debt Securities of any series then outstanding with such conversion or
exchange rights, including providing for the conversion or exchange of Debt
Securities into Common Stock or Preferred Stock or other securities or property
of the Company; or (xiv) to effect the qualification of such Indenture under the
TIA or to add provisions expressly required under the TIA. (Section 8.1 of each
Indenture.)

Each Indenture also contains provisions permitting the Company and the
relevant Trustee, with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of all series adversely
affected by such supplemental indenture (voting as one class), to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of such Indenture or any supplemental indenture or modifying
the rights of the holders of Debt Securities of such series, except that,
without the consent of the holder of each Debt Security so affected, no such
supplemental indenture may: (i) change the time for payment of principal or
premium, if any, or interest on any Debt Security; (ii) reduce the principal on
any Debt Security, or change the manner in which the amount of any of the
foregoing is determined; (iii) reduce the interest rate, or reduce the amount of
premium, if any, payable upon the redemption of any Debt Security or change the
manner in which the amount of the premium, if any, or interest is determined;
(iv) reduce the amount of principal payable upon acceleration of the maturity of
any Original Issue Discount or Indexed Security; (v) change the currency or
currency unit in which any Debt Security or any premium or interest thereon is
payable; (vi) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security after such payment has become
due; (vii) reduce the percentage in principal amount of the outstanding Debt
Securities of any series, the consent of whose holders is required for
modification or amendment of such Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults, or reduce
the quorum or voting

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<PAGE> 24

requirements applicable to meetings of holders of Debt Securities issuable in
bearer form; (viii) change the obligation of the Company to maintain an office
or agency in the places and for the purposes specified in such Indenture; (ix)
in the case of the Subordinated Indenture, modify the subordination provisions
thereof in a manner adverse to the holders of Subordinated Debt Securities of
any series then outstanding; (x) modify the provisions that set forth the
provisions in each Indenture that may not be changed without the consent of the
holder of each Debt Security affected thereby or (xi) make any change adversely
affecting any rights of the holders to convert or exchange convertible or
exchangeable Debt Securities. (Section 8.2 of each Indenture.)

SUBORDINATION UNDER THE SUBORDINATED INDENTURE

In the Subordinated Indenture, the Company has covenanted and agreed, and
each holder of a Subordinated Debt Security by accepting such Debt Security will
covenant and agree, that, unless otherwise specified in a Prospectus Supplement
relating to the Subordinated Debt Securities of a particular series, any
Subordinated Debt Securities issued thereunder are subordinate and junior in
right of payment to all Senior Debt (including any Senior Debt Securities) to
the extent provided in the Subordinated Indenture. Upon any payment or
distribution to creditors in a voluntary or involuntary liquidation or
dissolution of the Company or in any bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, the
holders of Senior Debt will first be entitled to receive payment in full of
principal of and interest, if any, and other amounts then payable on such Senior
Debt, or such payment must have been duly provided for, before the holders of
Subordinated Debt Securities will be entitled to receive or retain any payment
(other than payment in the form of Permitted Junior Securities) in respect of
the principal of or interest, if any, on, or other amounts on or in respect of,
the Subordinated Debt Securities. (Section 15.2 of the Subordinated Indenture.)

Upon the maturity (by lapse of time, acceleration or otherwise) of any
Senior Debt and receipt of written notice thereof by the Trustee, all principal
thereof, interest thereon and other amounts then due in connection therewith
must first be paid in full, or such payment must have been duly provided for,
before any payment (other than in the form of Permitted Junior Securities) may
be made on account of the principal of or interest on, or other amounts on or in
respect of, the Subordinated Debt Securities or to redeem or acquire any of the
Subordinated Debt Securities. Furthermore, no such payments in respect of the
Subordinated Debt Securities may be made if at the time of such payment there
exists a default in the payment of any principal of or interest on any Senior
Debt that has not been cured or waived and the benefits of this provision have
not been waived, and written notice of such default has been received by the
Trustee. In addition, during the continuance of any other event of default under
the Credit Agreement (as defined below) permitting the lenders thereunder to
accelerate the maturity thereof, which event of default shall not have been
cured or waived or ceased to exist, upon notice to the Subordinated Trustee of
such event of default, no payment may be made by the Company with respect to the
principal of or interest on, or other amounts on or in respect of, the
Subordinated Debt Securities or to redeem or acquire any of the Subordinated
Debt Securities, provided that if the loans then outstanding under the Credit
Agreement have not been declared to be immediately due and payable within 180
days after the occurrence of such default, payments on the Subordinated Debt
Securities (including any missed payments) may be made thereafter, and provided,
further, that only one such 180-day payment blockage period may be commenced
within any consecutive 365-day period. In addition, a payment blockage period
may not be commenced with respect to any event of default under the Credit
Agreement that existed or was continuing on the date that any previous payment
blockage period was commenced (whether or not within any such consecutive
365-day period), unless such event of default was cured or waived for at least
90 consecutive days and, in the case of any such waiver, no payment was made by
the Company to the lenders under the Credit Agreement in connection with such
waiver other than of amounts then due under the Credit Agreement. (Section 15.3
of the Subordinated Indenture.)

In the event of the acceleration of the maturity of any Subordinated Debt
Securities, the holders of all Senior Debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
then due on or in respect of such Senior Debt (whether or not an event of
default has occurred under such Senior Debt or the maturity of any such Senior
Debt has been accelerated), or such payment must have

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<PAGE> 25

been duly provided for, before the holders of such Subordinated Debt Securities
will be entitled to receive payment on account of such Debt Securities. (Section
15.3 of the Subordinated Indenture.)

"Debt" in the Subordinated Indenture means, with respect to any Person, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, promissory notes or other similar
instruments, including obligations so evidenced that are incurred in connection
with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; and (iv) every obligation of the type referred to in clauses (i) through
(iii) of another Person the payment of which such Person has guaranteed or for
which such Person is responsible, as obligor or otherwise; provided that Debt
shall not include accounts payable or liabilities to trade creditors of any
entity.

"Permitted Junior Securities" means shares of stock of any class of the
Company or any successor entity, and other securities of the Company or any
successor entity that are subordinated in right of payment to all Senior Debt
that may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the
Subordinated Debt Securities are so subordinated.

"Senior Debt" means the principal of and premium, if any, and interest on
(including interest that, but for the filing of a petition initiating any
proceeding pursuant to any bankruptcy law with respect to the Company, would
accrue on such obligations, whether or not such claim is allowed in such
bankruptcy proceeding) and all other monetary obligations of every kind or
nature due on or in connection with any Debt of the Company (other than the
Subordinated Debt Securities), whether outstanding on the date of the
Subordinated Indenture or thereafter created, incurred or assumed, unless, in
the case of any particular Debt, the instrument creating or evidencing the same
or pursuant to which the same is outstanding expressly provides that such Debt
shall not be senior in right of payment to the Subordinated Debt Securities or
to other Debt which is pari passu with, or subordinated to, the Subordinated
Debt Securities. Without limiting the generality of the foregoing, "Senior Debt"
shall include the Debt, interest and all other monetary obligations of any kind
or nature due under the Competitive Advance and Revolving Credit Facility
Agreement, dated as of April 29, 1994, between the Company, the Lenders named
therein and The Chase Manhattan Bank (as successor to Chemical Bank), as agent,
as amended, supplemented, waived, otherwise modified, extended, refinanced,
refunded, replaced or renewed from time to time (the "Credit Agreement").
Notwithstanding the foregoing, Senior Debt shall not include (i) Debt of the
Company to any of its subsidiaries for money borrowed or advanced from such
subsidiary or (ii) amounts owed to trade creditors in the ordinary course of
business.

The Subordinated Indenture places no limitation on the amount of additional
Senior Debt that may be incurred by the Company. The Company expects from time
to time to incur additional indebtedness constituting Senior Debt.

The Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Subordinated Debt
Securities, may be changed prior to such issuance. Any such change would be
described in the Prospectus Supplement relating to such Subordinated Debt
Securities. (Section 3.1 of the Subordinated Indenture.)

DEFEASANCE AND COVENANT DEFEASANCE

Defeasance and Discharge. Unless otherwise provided in the applicable
Prospectus Supplement relating to the Debt Securities of a particular series,
the Company will be discharged from any and all obligations in respect of the
Debt Securities of or within any series (except for certain obligations to
register the transfer or exchange of Debt Securities, to replace stolen, lost or
mutilated Debt Securities, to convert or exchange Debt Securities to maintain
paying agencies and to hold monies for payment in trust) upon the deposit with
the relevant Trustee, in trust, of money and/or Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide money in an amount sufficient to pay the principal
of, premium, if any, and each installment of interest on such Debt Securities at
the maturity of such payments in accordance with the terms of the such Indenture
and such Debt Securities. (Sections 3.1 and 4.4 of each Indenture.) Such a trust
may only be established if, among other things, the Company delivers

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to the relevant Trustee an officers' certificate and opinion of counsel (who may
be counsel to the Company) stating that (A) either (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of the Indenture there has been a change in the applicable
Federal income tax law, to the effect that holders of such Debt Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same amount
and in the same manner and at the same times as would have been the case if such
defeasance had not occurred and (B) all conditions precedent in the applicable
Indenture relating to such defeasance have been complied with. (Section 4.6 of
the Indenture.)

Defeasance of Certain Covenants and Certain Events of Default. Unless
otherwise provided in the applicable Prospectus Supplement relating to the Debt
Securities of a particular series, the Company may omit to comply with certain
covenants applicable to the Debt Securities of or within any series and any
Event of Default described in clause (c) and clause (e) under the caption
"Events of Default, Notice and Certain Rights on Default" above, which
noncompliance shall not be deemed to be a Default or Event of Default under such
Indenture and such Debt Securities, upon the deposit with the relevant Trustee,
in trust, of money and/or Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of, premium, if any,
and each installment of interest on such Debt Securities at the maturity of such
payments in accordance with the terms of such Indenture and such Debt
Securities. The obligations of the Company under such Indenture and such Debt
Securities, other than with respect to the covenants referred to above, and the
Events of Default, other than the Events of Default referred to above, shall
remain in full force and effect. (Sections 3.1 and 4.5 of each Indenture.) Such
a trust may only be established if, among other things, the Company has
delivered to the relevant Trustee an officer's certificate and opinion of
counsel (who may be counsel to the Company) to the effect that (A) holders of
such Debt Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and will be subject to income tax on
the same amount and in the same manner and at the same times as would have been
the case if such defeasance had not occurred, and (B) all conditions precedent
in the applicable Indenture relating to such covenant defeasance have been
complied with. (Section 4.6 of the Indenture.)

In addition, with respect to the Subordinated Indenture, in order to be
discharged or omit compliance with certain covenants as described above, no
default in the payment of principal of, premium, if any, or interest on any
Senior Debt shall have occurred and be continuing or no other event of default
with respect to the Senior Debt shall have occurred and be continuing and shall
have resulted in such Senior Debt becoming or being declared due and payable
prior to the date it would have become due and payable. (Section 4.6 of the
Subordinated Indenture.)

In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to such Debt Securities as
described in the preceding paragraphs and such Debt Securities are declared due
and payable because of the occurrence of any Event of Default other than an
Event of Default described in clause (c) or (e) under the caption "Events of
Default, Notice and Certain Rights on Default" above, the amount of money and
Government Obligations on deposit with the relevant Trustee will be sufficient
to pay amounts due on such Debt Securities at the time of their stated maturity
but may not be sufficient to pay amounts due on such Debt Securities at the time
of the acceleration resulting from such Event of Default. However, the Company
would remain liable for any such deficiency.

NOTICES

Notices to holders of registered Debt Securities will be given by mail to
the addresses of such holders as they may appear in the Register. (Section 1.6
of each Indenture.)

OWNER OF DEBT SECURITIES

Unless otherwise provided in the applicable Prospectus Supplement relating
to the Debt Securities of a particular series, the Company, the Trustees and any
agent of the Company or the Trustees may treat the person in whose name a Debt
Security in registered form is registered, and may treat the bearer of a Debt

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<PAGE> 27

Security in bearer form, as the absolute owner thereof (whether or not such Debt
Security may be overdue) for the purpose of receiving payment and for all other
purposes. (Section 3.8 of each Indenture.)

GOVERNING LAW

The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 1.12 of each
Indenture.)

THE TRUSTEE

The First National Bank of Chicago, a national banking association, is the
Senior Trustee under the Senior Indenture and the Subordinated Trustee under the
Subordinated Indenture. The Company maintains banking relationships in the
ordinary course of business with The First National Bank of Chicago, which is
also a lender under the Company's existing revolving credit facility. Pursuant
to the provisions of the TIA, upon a default under the Senior Indenture, the
Subordinated Indenture or such credit facility, The First National Bank of
Chicago may be deemed to have a conflicting interest, by virtue of its acting as
the Trustee under the Indentures and acting as a lender to the Company, thereby
requiring it to resign and be replaced by a successor Trustee under one or both
of the Indentures.

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Pursuant to the Restated Certificate of Incorporation of the Company, the
authorized capital stock of the Company is 76,000,000 shares, consisting of:

(a) 1,000,000 shares of Preferred Stock, without par value (the
"Preferred Stock"), of which 175,000 shares were designated as Series A
Junior Participating Preferred Stock; and

(b) 75,000,000 shares of Common Stock, par value $1 per share (the
"Common Stock").

As of December 31, 1996, the Company had outstanding 55,554,670 shares of
Common Stock. Holders of Common Stock have received a dividend of the Company's
Rights (as defined under "-- Rights Agreement"), entitling the holders, when
exercisable, to purchase shares of Series A Junior Participating Preferred Stock
in certain circumstances pursuant to the Rights Agreement (as defined under
"-- Rights Agreement"). Each share of Common Stock is currently accompanied by
one-half of a Right. See "-- Rights Agreement." No shares of Preferred Stock are
currently outstanding.

No holders of any class of the Company's capital stock are entitled to
preemptive rights.

In general, the classes of authorized capital stock are afforded
preferences with respect to dividends and liquidation rights in the order listed
above. The Board of Directors of the Company is empowered, without approval of
the stockholders, to cause the Preferred Stock to be issued in one or more
series, with the numbers of shares of each series and the rights, preferences
and limitations of each series to be determined by it. The specific matters that
may be determined by the Board of Directors include the dividend rights, voting
rights, redemption rights, liquidation preferences, if any, conversion and
exchange rights, retirement and sinking fund provisions and other rights,
qualifications, limitations and restrictions of any wholly unissued series of
Preferred Stock (or of the entire class of Preferred Stock if none of such
shares have been issued), the number of shares constituting such series and the
terms and conditions of the issue thereof. The descriptions set forth below do
not purport to be complete and are qualified in their entirety by reference to
the (i) Restated Certificate of Incorporation of the Company, as amended, and as
such is further amended at the time of the issuance of the Preferred Stock (the
"Restated Certificate of Incorporation") and (ii) the By-laws of the Company as
in effect at such time (the "By-laws").

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<PAGE> 28

COMMON STOCK

Subject to any preferential rights of any Preferred Stock created by the
Board of Directors, each outstanding share of Common Stock is entitled to such
dividends as the Board of Directors may declare from time to time out of funds
legally available therefor. The holders of Common Stock possess exclusive voting
rights in the Company, except to the extent the Board of Directors specifies
voting power with respect to any Preferred Stock issued. Except as hereinafter
described, holders of Common Stock are entitled to one vote for each share of
Common Stock, but do not have any right to cumulate votes in the election of
directors. In the event of liquidation, dissolution or winding-up of the
Company, holders of Common Stock will be entitled to receive on a pro-rata basis
any assets remaining after provision for payment of creditors and after payment
of any liquidation preferences to holders of Preferred Stock. The Common Stock
is listed on the New York Stock Exchange, the Chicago Stock Exchange and the
Pacific Stock Exchange under the symbol "MDA."

The Common Stock Transfer Agent and Registrar is Harris Trust Company of
New York.

PREFERRED STOCK

The particular terms of any series of Preferred Stock offered hereby will
be set forth in the Prospectus Supplement relating thereto. The rights,
preferences, privileges and restrictions, including dividend rights, voting
rights, terms of redemption, retirement and sinking fund provisions and
liquidation preferences, if any, of the Preferred Stock of each series will be
fixed or designated pursuant to a certificate of designation adopted by the
Board of Directors or a duly authorized committee thereof. The terms, if any, on
which shares of any series of Preferred Stock are convertible or exchangeable
into Common Stock will also be set forth in the Prospectus Supplement relating
thereto. Such terms may include provisions for conversion or exchange, either
mandatory, at the option of the holder, or at the option of the Company, in
which case the number of shares of Common Stock to be received by the holders of
Preferred Stock would be calculated as of a time and in the manner stated in the
applicable Prospectus Supplement. The description of the terms of a particular
series of Preferred Stock that will be set forth in the applicable Prospectus
Supplement does not purport to be complete and is qualified in its entirety by
reference to the certificate of designation relating to such series.

On May 29, 1996, the Board of Directors of the Company declared a dividend
of one Preferred Stock Purchase Right (a "Right") to holders of record of Common
Stock outstanding as of the close of business on July 8, 1996, when exercisable,
to purchase shares of Series A Junior Participating Preferred Stock in certain
circumstances pursuant to the Rights Agreement. See "-- Rights Agreement."

DEPOSITARY SHARES

General

The Company may, at its option, elect to offer receipts for fractional
interests ("Depositary Shares") in Preferred Stock, rather than full shares of
Preferred Stock. In such event, receipts ("Depositary Receipts") for Depositary
Shares, each of which will represent a fraction (to be set forth in the
Prospectus Supplement relating to a particular series of Preferred Stock) of a
share of a particular series of Preferred Stock, will be issued as described
below.

The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between MAPCO Inc. and a depositary to be named by the Company in a Prospectus
Supplement (the "Depositary"). Subject to the terms of the Deposit Agreement,
each owner of a Depositary Share will be entitled, in proportion to the
applicable fraction of a share of Preferred Stock represented by such Depositary
Share, to all the rights and preferences of the Preferred Stock represented
thereby (including dividend, voting, redemption, subscription and liquidation
rights). The following summary of certain provisions of the Deposit Agreement
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Deposit Agreement, including
the definitions therein of certain terms. Whenever particular sections of the
Deposit Agreement are referred to, it is intended that such sections shall be
incorporated herein by reference. Copies of the forms of Deposit

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<PAGE> 29

Agreement and Depositary Receipt are filed as exhibits to the Registration
Statement of which this Prospectus is a part, and the following summary is
qualified in its entirety by reference to such exhibits.

Dividends and Other Distributions

The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
numbers of such Depositary Shares owned by such holders.

In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares in
an equitable manner, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may sell such property and
distribute the net proceeds from such sale to such holders. The amount
distributed in any of the foregoing cases may be reduced by any amounts required
to be withheld by the Company or the Depositary on account of taxes.

Withdrawal of Preferred Stock

Upon surrender of Depositary Receipts at a designated office of the
Depositary, the owner of the Depositary Shares evidenced thereby will be
entitled to delivery at such office of certificates evidencing Preferred Stock
(but only in whole shares of Preferred Stock) represented by such Depositary
Shares. If the Depositary Receipts delivered by the holder evidence a number of
Depositary Shares in excess of the number of whole shares of Preferred Stock to
be withdrawn, the Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares.

Redemption of Depositary Shares

If a series of Preferred Stock represented by Depositary Shares is subject
to redemption, the Depositary Shares will be redeemed from the proceeds received
by the Depositary resulting from the redemption, in whole or in part, of such
series of Preferred Stock held by the Depositary. The redemption price per
Depositary Share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the Preferred Stock.
Whenever the Company redeems shares of Preferred Stock held by the Depositary,
the Depositary will redeem as of the same redemption date the number of
Depositary Shares representing shares of Preferred Stock so redeemed. If fewer
than all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by lot, pro rata or by any other equitable method as
may be determined by the Depositary.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Shares
relating to such Preferred Stock. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of the Preferred Stock represented
by such holder's Depositary Shares. The Depositary will endeavor, insofar as
practicable, to vote the amount of the Preferred Stock represented by such
Depositary Shares in accordance with such instructions, and the Company will
agree to take all reasonable action which may be deemed necessary by the
Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of the Preferred Stock to the extent it does not
receive specific instructions from the holder of Depositary Shares representing
such Preferred Stock.

Amendment and Termination of the Deposit Agreement

The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the Depositary

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<PAGE> 30

Shares then outstanding. The Deposit Agreement will only terminate if (i) all
outstanding Depositary Shares have been redeemed or (ii) there has been a final
distribution in respect of the Preferred Stock, including in connection with any
liquidation, dissolution or winding up of the Company and such distribution has
been distributed to the holders of Depositary Receipts.

Resignation and Removal of Depositary

The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointments. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.

Charges of Depositary

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Depositary in connection with the initial deposit of the
Preferred Stock and issuance of Depositary Receipts, all withdrawals of shares
of Preferred Stock by owners of the Depositary Shares and any redemption of the
Preferred Stock. Holders of Depositary Receipts will pay other transfer and
other taxes and governmental charges and such other charges as they are
expressly provided in the Deposit Agreement to be for their accounts.

Miscellaneous

The Depositary will forward all reports and communications from the Company
which are delivered to the Depositary and which the Company is required or
otherwise determines to furnish to the holders of the Preferred Stock.

Neither the Depositary nor the Company will be liable under the Deposit
Agreement to holders of Depositary Receipts other than for its gross negligence,
willful misconduct or bad faith. Neither the Company nor the Depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
The Company and the Depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting Preferred Stock
for deposit, holders of Depositary Receipts or other persons believed to be
competent and on documents believed to be genuine.

PROVISIONS OF RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

Certain provisions of the Restated Certificate of Incorporation and By-laws
of the Company, as well as the Rights Agreement and certain employment
continuation agreements, may delay or make more difficult unsolicited
acquisitions or changes of control of the Company. It is believed that such
provisions will enable the Company to develop its business in a manner that will
foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of the
Company and its shareholders. Such provisions could have the effect of
discouraging third parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although such proposals, if
made, might be considered desirable by a majority of the Company's shareholders.
Such provisions may also have the effect of making it more difficult for third
parties to cause the replacement of the current management of the Company
without the concurrence of the Board of Directors. These provisions include
among others, (i) the availability of capital stock for issuance from time to
time at the discretion of the Board of Directors (see "-- Authorized and
Outstanding Capital Stock" and "-- Preferred Stock"), (ii) classified board of
directors, (iii) supermajority voting requirements, (iv) prohibitions against
shareholders calling a special meeting of shareholders, (v) requirements for
advance notice for raising business or making nominations at shareholders'
meetings, and (vi) the ability of the Board of Directors to increase the size of
the board and to appoint directors to fill newly created directorships. The
descriptions set forth herein

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<PAGE> 31

of such provisions do not purport to be complete and are qualified in their
entirety by reference to the Restated Certificate of Incorporation and By-Laws,
which have been filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

Classified Board of Directors

The Company's Restated Certificate of Incorporation and By-Laws provide
that the Board of Directors be divided into three classes as nearly equal in
number as possible, whose three year terms of office expire at different times
in annual succession. Directors may not be removed from office prior to the
expiration of their term without cause. A classified board makes it more
difficult for shareholders to change a majority of the directors.

Supermajority Vote Requirements

The Company's Restated Certificate of Incorporation requires that a merger
or consolidation with, or sale or lease of assets to, a beneficial owner of more
than 5% of the Company's outstanding voting stock be approved by the affirmative
vote of the holders of 75% of the Company's voting stock, unless the Board of
Directors has approved a memorandum of understanding with such beneficial owner
before the 5% level is reached. The effect of this provision is similar to
Section 203 of the Delaware General Corporation Law (see "Delaware General
Corporation Law" below). This provision may make it more difficult for a 5%
beneficial owner to effect transactions with the Company and may encourage
persons interested in acquiring the Company to negotiate in advance with the
Company's Board of Directors prior to acquiring a 5% interest. It is possible
that such provision could make it more difficult to accomplish transactions
which shareholders may otherwise deem to be in their interest.

Special Meetings

The By-laws provide that, unless otherwise prescribed by statute or the
Restated Certificate of Incorporation, special meetings of the shareholders can
be called only by the Chairman of the Board of Directors or by resolution of the
Board of Directors. Furthermore, the By-laws of the Company provide that only
such business as is specified in the notice of any such special meeting of
shareholders may come before such meeting.

Advance Notice for Raising Business or Making Nominations at Meetings

The By-laws of the Company establish an advance notice procedure for
shareholder proposals to be brought before an annual meeting of shareholders and
for nominations by shareholders of candidates for election as directors at an
annual or special meeting at which directors are to be elected. Only such
business may be conducted at an annual meeting of shareholders as has been
brought before the meeting by, or at the direction of, the Board of Directors,
or by a shareholder who has given to the Secretary of the Company timely written
notice, in proper form, of the shareholder's intention to bring that business
before the meeting. The chairman of such meeting will have the authority to make
such determinations. Only persons who are nominated by, or at the direction of,
the Board of Directors, or who are nominated by a shareholder who has given
timely written notice, in proper form, to the Secretary prior to a meeting at
which directors are to be elected will be eligible for election as directors of
the Company.

To be timely, notice of business to be brought before an annual meeting or
nominations of candidates for election as directors at an annual meeting is
required to be received by the Secretary of the Company not less than 60 nor
more than 90 days in advance of the meeting (or, in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, not later than 10 days after the first public notice or
disclosure of the date of such annual meeting).

The notice of any nomination for election as a director is required to set
forth the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; the age and the principal
occupation or employment of each nominee; the class and number of shares
beneficially owned by such shareholder and by each nominee; and such other
information regarding each nominee proposed by

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<PAGE> 32

such shareholder as are required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and the
consent of each nominee to be named as a nominee and serve as a director if so
elected.

Number of Directors; Filling of Vacancies

The Restated Certificate of Incorporation and By-laws of the Company limit
the total number of directors to 12 and provide that newly created directorships
resulting from any increase in the authorized number of directors (or any
vacancy) shall be filled by a vote of a majority of directors then in office.
Accordingly, the Board of Directors of the Company may be able to prevent any
shareholder from obtaining majority representation on the Board of Directors by
increasing the size of the board and filling the newly created directorships
with its own nominees.

RIGHTS AGREEMENT

Rights

On May 29, 1996, the Board of Directors of the Company declared a dividend
of one right (the "Rights") for each share of Common Stock outstanding as of the
close of business on July 8, 1996 (the "Record Date"), and with respect to
Common Stock issued thereafter until the Distribution Date (as defined below),
and, in certain circumstances, with respect to Common Stock issued after the
Distribution Date. As a result of the two-for-one stock split declared by the
Board of Directors of the Company on September 10, 1996, each share of Common
Stock is currently accompanied by one-half of a Right.

Each Right entitles the registered holder to purchase from the Company a
unit consisting of one two-hundredth of a share of Series A Junior Participating
Preferred Stock, without par value (the "Participating Preferred"), at a price
of $200 per one two-hundredth of a share of Participating Preferred, subject to
adjustment (the "Purchase Price"). Each one-half Right entitles the registered
holder to purchase one-half unit at a price of $100, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated as
of May 29, 1996 (the "Rights Agreement") between the Company and Harris Trust
Company of New York, as Rights Agent. A copy of the Rights Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. The description set forth below does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.

Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificate will be
distributed. The Rights will separate from the Common Stock and a "Distribution
Date" will occur upon the earlier of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) ten business days (or, if determined by the Board of
Directors, a specified or unspecified later date) following the commencement or
announcement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock.

Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after July 8, 1996 will
contain a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates from Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable after the Distribution
Date, Right Certificates will be mailed to holders of record of the Common Stock
as of the Close of Business on the Distribution Date and, thereafter, the
separate Right Certificate alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.

The Rights are not exercisable until the Distribution Date and will expire
at the Close of Business on July 7, 2006, unless earlier redeemed by the Company
as described below.

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In the event that a person or group becomes an Acquiring Person (except
pursuant to a tender offer for all outstanding Common Stock determined to be at
a fair price and otherwise in the best interests of the Company and its
stockholders by at least a majority of the members of the Board of Directors who
are not officers of the Company or an Acquiring Person) proper provision shall
be made so that each holder of a Right (other than the Acquiring Person) will
thereafter have the right to receive upon exercise that number of shares of
Common Stock (or, in certain circumstances, cash, a reduction in the Purchase
Price, Common Stock, other equity securities of the Company, debt securities of
the Company, other assets or a combination thereof) having a market value (as
defined in the Rights Agreement) of two times the Purchase Price of the Right.

In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction
(except certain transactions with a person who becomes an Acquiring Person as a
result of a tender offer described in the preceding paragraph) or more than 50%
of its assets, cash flow or earning power is sold, proper provision shall be
made so that each holder of a Right will thereafter have the right to receive,
upon exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value (as defined in the Rights Agreement)
of two times the Purchase Price of the Right. In the event that, after the Stock
Acquisition Date, the Company were the surviving Corporation in a merger and its
Common Stock were changed or exchanged, proper provision shall be made so that
each holder of a Right will thereafter have the right to receive upon exercise
that number of shares of common stock of the Company having a market value of
two times the exercise price of the Right. The events set forth in this
paragraph and in the preceding paragraph are referred to as the "Triggering
Events."

Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in the preceding paragraphs, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. A person will not become an
Acquiring Person if the Board of Directors of the Company determines that such
person or group became an Acquiring Person inadvertently and such person or
group promptly divests itself of sufficient number of shares of Common Stock so
that such person or group is no longer an Acquiring Person.

The Purchase Price payable, and the number of shares of Participating
Preferred or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Participating Preferred, (ii) upon the grant to holders of the Participating
Preferred of certain rights or warrants to subscribe for Participating Stock or
convertible securities at less than the current market price of the
Participating Preferred, or (iii) upon the distribution to holders of the
Participating Preferred of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Shares will be issued (other than fractions which are
integral multiples of one two-hundredth of a share of Participating Preferred
which may, upon the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Participating Preferred on the last trading date prior to
the date of exercise.

At any time prior to the earlier of the Stock Acquisition Date and the
Final Expiration Date (as defined in the Rights Agreement), the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 redemption price.

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

23
<PAGE> 34

Company, at its option, may substitute one two-hundredth of a share of
Participating Preferred (or other series of substantially similar preferred
stock of the Company) for each share of Common Stock to be exchanged.

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

Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Stock Acquisition Date. From and
after the Stock Acquisition Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to correct or supplement
defective or inconsistent provisions, to shorten or lengthen any time period
(other than time periods relating to when the Rights may be redeemed) under the
Rights Agreement or to make changes which do not adversely affect the interests
of, or diminish the benefits intended to be afforded to, holders of Rights
(excluding the interests of any Acquiring Person); provided, however, that no
amendment to lengthen the time period governing redemption shall be made at such
time as the Rights are not redeemable and any amendment to lengthen any other
time period must be for the purpose of protecting, enhancing or clarifying the
rights of or the benefits to the holders of the Rights.

Certain Effects of the Rights Agreement

The Rights Agreement is designed to protect shareholders of the Company in
the event of unsolicited offers to acquire the Company and other coercive
takeover tactics which, in the opinion of the Board of Directors of the Company,
could impair its ability to represent shareholder interests. The provisions of
the Rights Agreement may render an unsolicited takeover of the Company more
difficult or less likely to occur or might prevent such a takeover, even though
such takeover may offer the Company's shareholders the opportunity to sell their
stock at a price above the prevailing market rate and may be favored by a
majority of the shareholders of the Company.

DELAWARE GENERAL CORPORATION LAW

The terms of Section 203 of the Delaware General Corporation Law apply to
the Company since it is a Delaware corporation. Pursuant to Section 203, with
certain exceptions, a Delaware corporation may not engage in any of a broad
range of business combinations, such as mergers, consolidations and sales of
assets, with an "interested stockholder" for a period of three years from the
date that such person became an interested stockholder unless (a) the
transaction that results in the person's becoming an interested stockholder or
the business combination is approved by the board of directors of the
corporation before the person becomes an interested stockholder, (b) upon
consummation of the transaction which results in the shareholder becoming an
interested stockholder, the interested stockholder owns 85% or more of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding shares owned by persons who are directors and also officers
and shares owned by certain employee stock plans or (c) on or after the date the
person becomes an interested stockholder, the business combination is approved
by the corporation's board of directors and by holders of at least two-thirds of
the corporation's outstanding voting stock, excluding shares owned by the
interested stockholder, at a meeting of shareholders. Under Section 203, an
"interested stockholder" is defined as any person, other than the corporation
and any direct or indirect majority-owned subsidiary, that is (a) the owner of
15% or more of the outstanding voting stock of the corporation or (b) an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder. Section 203 does
not apply to a corporation that so provides in an amendment to its certificate
of incorporation or by-laws passed by a majority of its outstanding shares at
any time. Such stockholder action does not become effective for 12 months
following its adoption and would not apply to persons who were already
interested stockholders at the time of the amendment. The Restated Certificate
of Incorporation does not exclude the Company from the restrictions imposed
under Section 203.

24
<PAGE> 35

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an "interested stockholder" to effect various business
combinations with a corporation for a three-year period, although the
shareholders may elect to exclude a corporation from the restrictions imposed
thereunder. The provisions of Section 203 may encourage companies interested in
acquiring the Company to negotiate in advance with the Company's Board of
Directors, because the shareholder approval requirement would be avoided if a
majority of the directors then in office approve either the business combination
or the transaction which results in the shareholder becoming an interested
shareholder. Such provisions also may have the effect of preventing changes in
the management of the Company. It is further possible that such provisions could
make it more difficult to accomplish transactions which shareholders may
otherwise deem to be in their best interest.

DESCRIPTION OF WARRANTS

The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants"), Preferred Stock, Common Stock or other of its
securities. Warrants may be issued independently or together with any such
securities of the Company and may be attached to or separate from such
securities of the Company. The Warrants are to be issued under warrant
agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as warrant agent (the "Warrant Agent"), all as
shall be set forth in the Prospectus Supplement relating to Warrants being
offered pursuant thereto. The description of the terms of the Warrants that are
set forth below and that will be set forth in the applicable Prospectus
Supplement do not purport to be complete and are qualified in their entirety by
reference to the Warrant Agreement and warrant certificate relating to such
Warrants.

DEBT WARRANTS

The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the warrant certificates representing such Debt Warrants, including the
following: (i) the specific designation of such Debt Warrants; (ii) the Debt
Securities of the Company for which such Debt Warrants are exercisable; (iii)
the aggregate number of such Debt Warrants; (iv) the principal amount of Debt
Securities purchasable upon exercise of each Debt Warrant, and the price or
prices at which such Debt Warrants will be issued; (v) the procedures and
conditions relating to the exercise of such Debt Warrants; (vi) the designation
and terms of any related Debt Securities of the Company with which such Debt
Warrants are issued, and the number of such Debt Warrants issued with each such
Debt Security; (vii) the date, if any, on and after which such Debt Warrants and
the related securities of the Company will be separately transferable; (viii)
the date on which the right to exercise such Debt Warrants shall commence, and
the date on which such right shall expire; (ix) the maximum or minimum number of
such Debt Warrants which may be exercised at any time; (x) if applicable, a
discussion of material United States Federal income tax considerations; (xi) any
other terms of such Debt Warrants and terms, procedures and limitations relating
to the exercise of such Debt Warrants; and (xii) the terms of the securities of
the Company purchasable upon exercise of such Debt Warrants. Prior to the
exercise of their Debt Warrants, holders of Debt Warrants exercisable for Debt
Securities will not have any of the rights of holders of the Debt Securities
purchasable upon such exercise and will not be entitled to payments of principal
(or premium, if any) or interest, if any, on the Debt Securities purchasable
upon such exercise.

OTHER WARRANTS

The Company may issue other Warrants. The applicable Prospectus Supplement
will describe the following terms of any such other Warrants in respect of which
this Prospectus is being delivered: (i) the title of such Warrants; (ii) the
securities (which may include Preferred Stock or Common Stock) for which such
Warrants are exercisable; (iii) the price or prices at which such Warrants will
be issued; (iv) if applicable, the designation and terms of the Preferred Stock
or Common Stock with which such Warrants are issued, and the number of such
Warrants issued with each such share of Preferred Stock or Common Stock; (v) if
applicable, the date on and after which such Warrants and the related Preferred
Stock or Common Stock will be separately transferable; (vi) if applicable, a
discussion of material United States Federal income tax

25
<PAGE> 36

considerations; and (vii) any other terms of such Warrants, including terms,
procedures and limitations relating to the exchange and exercise of such
Warrants. The applicable Prospectus Supplement will also set forth (a) the
amount of securities called for by such Warrants, and if applicable, the amount
of Warrants outstanding, and (b) information relating to provisions, if any, for
a change in the exercise price or the expiration date of such Warrants and the
kind, frequency and timing of any notice to be given. Prior to the exercise of
their Warrants for shares of Preferred Stock or Common Stock, holders of such
Warrants will not have any rights of holders of the Preferred Stock or Common
Stock purchasable upon such exercise and will not be entitled to dividend
payments, if any, or voting rights of the Preferred Stock or Common Stock
purchasable upon such exercise.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder thereof to purchase for cash or other
consideration such principal amount or such number of securities of the Company
at such exercise price as shall in each case be set forth in, or be determinable
as set forth in, the Prospectus Supplement relating to the Warrants offered
thereby. Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby at any time up to the close of business
on the expiration date set forth in such Prospectus Supplement. After the close
of business on the expiration date (or such later expiration date as may be
extended by the Company), unexercised Warrants will become void.

Upon receipt of payment and the warrant certificate properly completed and
duly executed at the corporate trust office of the Warrant Agent or any other
office indicated in the applicable Prospectus Supplement, the Company will, as
soon as practicable, forward the securities purchasable upon such exercise. If
less than all of the Warrants represented by such warrant certificate are
exercised, a new warrant certificate will be issued for the remaining Warrants.

MODIFICATIONS

The Debt Warrant Agreement and the terms of the Debt Warrants and the Debt
Warrant Certificates may be amended by the Company and the Debt Warrant Agent,
without the consent of the holders, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
therein or in any other manner which the Company may deem necessary or desirable
and which will not adversely affect the interests of the holders in any material
respect.

PLAN OF DISTRIBUTION

The Company may sell any of the Securities being offered hereby in any one
or more of the following ways from time to time: (i) through agents; (ii) to or
through underwriters; (iii) through dealers; and (iv) directly to purchasers, or
through a combination of such methods.

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

Sales of Common Stock offered hereby may be effected from time to time in
one or more transactions on the New York Stock Exchange or in negotiated
transactions or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at other negotiated prices.

Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company to such agent will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a reasonable best efforts basis for
the period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the Securities so
offered and sold.

26
<PAGE> 37

If Securities are sold by means of an underwritten offering, the Company
will execute an underwriting agreement with an underwriter or underwriters at
the time an agreement for such sale is reached, and the names of the specific
managing underwriter or underwriters, as well as any other underwriters, the
respective amounts underwritten and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in the applicable Prospectus Supplement which
will be used by the underwriters to make resales of the Securities in respect of
which this Prospectus is being delivered to the public. If underwriters are
utilized in the sale of any Securities in respect of which this Prospectus is
being delivered, such Securities will be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriters at the time of sale. Securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters or directly by one or more underwriters. If any
underwriter or underwriters are utilized in the sale of the Securities, unless
otherwise indicated in the applicable Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale of
Securities will be obligated to purchase all such Offered Securities if any are
purchased.

In connection with offers of Depositary Shares, Preferred Stock or Common
Stock, the Company may grant to the underwriters options to purchase additional
shares of Depositary Shares, Preferred Stock or Common Stock, as the case may
be, to cover over-allotments, if any, at the initial public offering price (with
additional underwriting commissions or discounts), as may be set forth in the
Prospectus Supplement relating thereto. If the Company grants any over-allotment
option, the terms of such over-allotment option will be set forth in the
Prospectus Supplement for such Depositary Shares, Preferred Stock or Common
Stock.

If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale. Any such
dealer may be deemed to be an underwriter, as such term is defined in the
Securities Act, of the Securities so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the Prospectus Supplement
relating thereto.

Offers to purchase Securities may be solicited directly by the Company and
the sale thereof may be made by the Company directly to institutional investors
or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the Prospectus Supplement relating thereto.

Securities may also be offered and sold, if so indicated in the applicable
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the applicable Prospectus Supplement. Remarketing firms may
be deemed to be underwriters, as that term is defined in the Securities Act, in
connection with the Securities remarketed thereby.

If so indicated in the applicable Prospectus Supplement, the Company may
authorize agents and underwriters to solicit offers by certain institutions to
purchase Securities from the Company at the public offering price set forth in
the applicable Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on the date or dates stated in the applicable
Prospectus Supplement. Such delayed delivery contracts will be subject to only
those conditions set forth in the applicable Prospectus Supplement. A commission
indicated in the applicable Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to delayed delivery
contracts accepted by the Company.

Agents, underwriters, dealers and remarketing firms may be entitled under
relevant agreements with the Company to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, underwriters, dealers
and remarketing firms may be required to make in respect thereof.

27
<PAGE> 38

Each series of Securities will be a new issue and, other than the Common
Stock which is listed on the New York Stock Exchange, will have no established
trading market. The Company may elect to list any series of Securities on an
exchange, and in the case of the Common Stock, on any additional exchange, but,
unless otherwise specified in the applicable Prospectus Supplement, the Company
shall not be obligated to do so. Therefore, no assurance can be given as to the
liquidity of the trading market for any of the Securities.

Agents, underwriters, dealers, and remarketing firms may be customers of,
engage in transactions with, or perform services for, the Company and its
subsidiaries in the ordinary course of business.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement relating to
particular Securities, the validity of the Securities offered hereby will be
passed upon for the Company by Debevoise & Plimpton, New York, New York, and for
the underwriters, dealers or agents, if any, by Fried, Frank, Harris, Shriver &
Jacobson (a partnership including professional corporations), New York, New
York.

EXPERTS

The consolidated financial statements, related supplemental financial
statement schedules and the financial statements from which the Selected
Financial Data have been derived, incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to litigation to which the Company is a defendant, discussed in Note 14 to such
consolidated financial statements, and an explanatory paragraph concerning the
Company's change during 1995 in its method of accounting for the impairment of
long-lived assets and for long-lived assets to be disposed of to conform with
Statement of Financial Accounting Standards No. 121). Such consolidated
financial statements, financial statement schedules, and Selected Financial Data
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

28
<PAGE> 39

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE UNDERWRITERS OR ANY
OTHER PERSON. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

<TABLE>
<S> <C>
Use of Proceeds....................... S-4
Capitalization........................ S-5
Description of Offered Securities..... S-6
Underwriting.......................... S-8
Legal Matters......................... S-9

PROSPECTUS

Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Use of Proceeds....................... 4
Ratio of Earnings to Fixed Charges and
Ratio Earnings to Fixed Charges and
Preferred Stock Dividends........... 4
Description of Debt Securities........ 5
Description of Capital Stock.......... 17
Description of Warrants............... 25
Plan of Distribution.................. 26
Legal Matters......................... 28
Experts............................... 28
</TABLE>

PROSPECTUS SUPPLEMENT

MAPCO INC.

$100,000,000
% NOTES DUE 2009

$100,000,000
% DEBENTURES DUE 2027

[MAPCO INC. LOGO]

CHASE SECURITIES INC.

J.P. MORGAN & CO.

MORGAN STANLEY & CO.

INCORPORATED
Dated March , 1997
<PAGE> 40

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities being registered. Except for the
Securities and Exchange Commission filing fee, all amounts shown are estimates:

<TABLE>
<S> <C>
Registration Fee............................................ $151,515
Rating Agency Fees.......................................... 190,000
Accountants' Fees and Expenses.............................. 45,000
Counsel's Fees and Expenses................................. 175,000
Blue Sky Fees and Expenses (including counsel's fees)....... 10,000
Printing and Engraving Expenses............................. 65,000
Fees and Expenses of Trustees............................... 2,500
NYSE Listing Fees........................................... 8,000
Transfer Agent and Registrar................................ 5,000
Miscellaneous............................................... 22,985
--------
Total....................................................... $675,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law, as amended, provides
in regard to the indemnification of directors and officers as follows:

(S) 145. Indemnification of officers, directors, employees and agents;
insurance

A. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

B. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

II-1
<PAGE> 41

C. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) or (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

D. Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.

G. A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.

H. For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

I. For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to any employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

J. The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has

II-2
<PAGE> 42

ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Article VIII of the Company's By-Laws provides in regard to the
indemnification of directors and officers as follows:

SECTION 1. The Corporation shall indemnify and advance expenses to, in
the manner and to the full extent permitted by law, any person (or the
estate of any person) who was or is a party to, or is threatened to be made
a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Corporation, and
whether civil, criminal, administrative, investigative or otherwise, by
reason of (or arising in part out of) the fact that such person is or was a
director, officer, employee or fiduciary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
trustee or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise. Unless otherwise permitted by law, the
indemnification provided for herein shall be made only as authorized in the
specific case upon a determination, in the manner provided by law, that
indemnification of or advance of expenses to the director, officer,
employee or fiduciary is proper in the circumstances. The Corporation may,
to the full extent permitted by law, purchase and maintain insurance on
behalf of any such person against any liability which may be asserted
against him or her. To the full extent permitted by law, the
indemnification provided herein shall include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement of an
action, suit or proceeding. The indemnification provided herein shall not
be deemed to limit the right of the Corporation to indemnify any other
person for any such expenses to the full extent permitted by law, nor shall
it be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another
capacity while holding such office. If any provision of this Article VIII
shall be held invalid, the remaining provisions hereof shall remain in full
force and effect and shall not be affected thereby.

Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:

(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:

* * * *

(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under section 174 of this
Title; or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member of the governing
body of a corporation which is not authorized to issue capital stock, and
(y) to such other person or persons, if any, who, pursuant to a provision
of the certificate of incorporation in accordance with section 141(a) of
this title, exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title.

Article Seventh of the Company's Certificate of Incorporation provides in
regard to the limitation of liability of directors as follows:

ARTICLE SEVENTH. A Director of this Corporation shall not be liable to
the Corporation or its Stockholders for monetary damages for breach of
fiduciary duty as a Director, except to the extent such exemption from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as the same exists or may hereafter be amended.

II-3
<PAGE> 43

The Company's directors and officers are also insured against claims
arising out of the performance of their duties in such capacities. The Company
has indemnity agreements with its directors, officers and certain key employees
that require the Company to indemnify these individuals for liabilities incurred
by them while acting in the capacity of an officer, director or employee of the
Company, to the full extent permitted by the laws of the State of Delaware.

Reference is made to Sections 9 and 10 of the forms of Underwriting
Agreements filed as Exhibits 1.1 and 1.2 to this Registration Statement and
incorporated herein by reference and to the form of Distribution Agreement filed
as Exhibit 1.3 to this Registration Statement and incorporated herein by
reference for the Company's and the Underwriters' and the Company's and the
Agent's respective proposed agreements to indemnify each other, and the
Underwriters' and Agent's proposed agreement to indemnify the Company's
directors, officers and certain other persons in certain circumstances and to
provide contribution in circumstances where indemnification is unavailable.

ITEM 16. EXHIBITS.

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

<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S>
1.1 -- Form of Debt Security Underwriting Agreement.
1.2 -- Form of Equity Underwriting Agreement.
1.3 -- Form of Distribution Agreement.**
4.1 -- Restated Certificate of Incorporation, as amended
(Incorporated herein by reference to Exhibit 3.(i) to
Report on Form 10-K for the fiscal year ended December
31, 1994).
4.2 -- MAPCO Inc. By-Laws, as amended April 16, 1989
(Incorporated herein by reference to Exhibit 3.(ii) to
Report on Form 10-K for the fiscal year ended December
31, 1994).
4.3 -- Specimen of Common Stock Certificate (Incorporated herein
by reference to Exhibit 4.(a) to Report on Form 10-K for
the fiscal year ended December 31, 1996).
4.4 -- Rights Agreement dated as of May 29, 1996 between MAPCO
Inc. and Harris Trust Company of New York (Incorporated
herein by reference to Exhibit 4 to Registration
Statement on Form 8-A dated June 11, 1996).
4.5.1 -- Senior Indenture between MAPCO Inc. and The First
National Bank of Chicago, as Trustee.
4.5.2 -- Form of Supplemental Indenture No. 1 to the Senior
Indenture between MAPCO Inc. and The First National Bank
of Chicago, as Trustee.
4.5.3 -- Form of Supplemental Indenture No. 2 to the Senior
Indenture between MAPCO Inc. and The First National Bank
of Chicago, as Trustee.
4.6 -- Subordinated Indenture between MAPCO Inc. and The First
National Bank of Chicago, as Trustee.
4.7.1 -- Form of the Company's Notes due 2009 attached to Exhibit
4.5.2.
4.7.2 -- Form of the Company's Debentures due 2027 attached to
Exhibit 4.5.3.
4.7.3 -- Form of Debt Securities.**
4.8 -- Form of Warrants.**
4.9 -- Form of Warrant Agreement.**
4.10 -- Deposit Agreement.**
</TABLE>

II-4
<PAGE> 44

<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S>
4.11 -- Form of the Depositary Receipt.**
5.1 -- Opinion of Debevoise & Plimpton, as to legality of the
Securities.
12.1 -- Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Debevoise & Plimpton (see Exhibit 5.1).
24.1 -- Powers of attorney.*
25.1 -- Form T-1 Statement of Eligibility of The First National
Bank of Chicago, as Trustee under the Senior Indenture
and the Subordinated Indenture.*
</TABLE>

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

* Previously filed.

** The form or forms of the Distribution Agreement, Debt Securities (other than
the Notes and the Debentures), Warrants, Warrant Agreements, Deposit
Agreements and Depositary Agreements with respect to each particular offering
of Debt Securities, Warrants or Depositary Receipts will be filed as an
exhibit to a report of Form 8-K and incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

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

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

Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;

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

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

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

II-5
<PAGE> 45

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

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

(5) For the purpose of determining any liability under the Securities
Act of 1993, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-6
<PAGE> 46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the 25th
day of February, 1997.

MAPCO INC.

By: /s/ JAMES E. BARNES
----------------------------------
(James E. Barnes, Chairman of the
Board,
President and Chief Executive
Officer)

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 25th day of February, 1997.

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

/s/ JAMES E. BARNES Chairman of the Board, President and Chief
- ----------------------------------------------------- Executive Officer (Principal Executive
(James E. Barnes) Officer)

/s/ PHILIP W. BAXTER Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
(Philip W. Baxter)

/s/ GORDON E. SCHAECHTERLE Vice President, Controller and Tax Counsel
- ----------------------------------------------------- (Principal Accounting Officer)
(Gordon E. Schaechterle)
</TABLE>

DIRECTORS

<TABLE>
<C> <C>
* *
- ----------------------------------------------------- --------------------------------------------
(Harry A. Fischer, Jr.) (Donald L. Mellish)

*
- ----------------------------------------------------- --------------------------------------------
(Donald P. Hodel) (Robert L. Parker)

*
- ----------------------------------------------------- --------------------------------------------
(Malcolm T. Hopkins) (Herman J. Schmidt)

* *
- ----------------------------------------------------- --------------------------------------------
(Frank T. MacInnis) (Samuel F. Segnar)

*By: /s/ JAMES E. BARNES
------------------------------------------------
(James E. Barnes,
Attorney-in-Fact)
</TABLE>

<PAGE> 47

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
1.1 -- Form of Debt Security Underwriting Agreement.
1.2 -- Form of Equity Underwriting Agreement.
1.3 -- Form of Distribution Agreement.**
4.1 -- Restated Certificate of Incorporation, as amended
(Incorporated herein by reference to Exhibit 3.(i) to
Report on Form 10-K for the fiscal year ended December
31, 1994).
4.2 -- MAPCO Inc. By-Laws, as amended April 16, 1989
(Incorporated herein by reference to Exhibit 3.(ii) to
Report on Form 10-K for the fiscal year ended December
31, 1994).
4.3 -- Specimen of Common Stock Certificate (Incorporated herein
by reference to Exhibit 4.(a) to Report on Form 10-K for
the fiscal year ended December 31, 1996).
4.4 -- Rights Agreement dated as of May 29, 1996 between MAPCO
Inc. and Harris Trust Company of New York (Incorporated
herein by reference to Exhibit 4 to Registration
Statement on Form 8-A dated June 11, 1996).
4.5.1 -- Senior Indenture between MAPCO Inc. and The First
National Bank of Chicago, as Trustee.
4.5.2 -- Form of Supplemental Indenture No. 1 to the Senior
Indenture between MAPCO Inc. and The First National Bank
of Chicago, as Trustee.
4.5.3 -- Form of Supplemental Indenture No. 2 to the Senior
Indenture between MAPCO Inc. and The First National Bank
of Chicago, as Trustee.
4.6 -- Subordinated Indenture between MAPCO Inc. and The First
National Bank of Chicago, as Trustee.
4.7.1 -- Form of the Company's Notes due 2009 attached to Exhibit
4.5.2.
4.7.2 -- Form of the Company's Debentures due 2027 attached to
Exhibit 4.5.3.
4.7.3 -- Form of Debt Securities.**
4.8 -- Form of Warrants.**
4.9 -- Form of Warrant Agreement.**
4.10 -- Deposit Agreement.**
4.11 -- Form of the Depositary Receipt.**
5.1 -- Opinion of Debevoise & Plimpton, as to legality of the
Securities.
12.1 -- Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Debevoise & Plimpton (see Exhibit 5.1).
24.1 -- Powers of attorney.*
25.1 -- Form T-1 Statement of Eligibility of The First National
Bank of Chicago, as Trustee under the Senior Indenture
and the Subordinated Indenture.*
</TABLE>

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

* Previously filed.

<PAGE> 48

<PAGE> 1
EXHIBIT 1.1

DRAFT 2/24/97

MAPCO INC.

$[aggregate principal amount of debt securities]

UNDERWRITING AGREEMENT

_____ __, 199_

To the Representative(s) of the several Underwriters named in the respective
Terms Agreements hereinafter described.

Dear Sirs:

MAPCO Inc., a Delaware corporation (the "Company"), proposes to
issue and sell up to $______________ aggregate principal amount of its
_____________________ (the "Securities"), from time to time in one or more
offerings on the terms and conditions determined at the time of the sale. The
Securities are to be issued pursuant to an Indenture dated as of ______ __,
1997 (the "Indenture") to be entered into between the Company and [trustee] as
trustee (the "Trustee"), the form of which has been filed as an exhibit to the
Registration Statement (as defined below). Each issue of Securities may vary
as to the aggregate principal amount, maturity date, interest rate or rates and
timing of payments thereof, redemption provisions, conversion provisions and
sinking fund requirements, if any, and any other variable terms or rights
which the Indenture contemplates may be set forth in the Securities as issued
from time to time.

This confirms the agreement that, whenever the Company determines
to make an offering of Securities through one or more underwriters (an
"Underwriter" or the "Underwriters") for whom you (the "Representative(s)" or
"you") are acting as Representatives, it will enter into a Terms Agreement (a
"Terms Agreement") with you and such Underwriter or Underwriters providing for
the sale of such Securities to, and the purchase and offering thereof by, you
and such Underwriter or Underwriters. The Terms Agreement shall be
substantially in the form of Exhibit A hereto and shall specify such applicable
information as is indicated in such Exhibit and such other information as the
parties executing such Terms Agreement shall determine. The Terms Agreement
will incorporate by reference the provisions of this Agreement (as defined
below). Each offering of Securities will be governed by this Agreement, as
supplemented by the applicable Terms Agreement, and the Agreement and such
Terms Agreement shall inure to the benefit of, and be binding upon, each
Underwriter participating in the offering of the Securities. Unless the
context otherwise requires, as used herein, the term "Agreement" shall refer to
this Underwriting Agreement, dated as of ___________, 199__, as executed by
the Company, as supplemented by the applicable Terms Agreement, as executed by
the Company and by, and on behalf of, the Representatives and the Underwriter
or Underwriters which are parties thereto.

The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-20837)
relating to the registration of the Securities under the Securities Act of
1933, as amended (the "Securities

<PAGE> 2

Act"), and the offering thereof from time to time in accordance with Rule 415
under the rules and regulations of the Commission under the Securities Act (the
"Securities Act Regulations"), which registration statement has been declared
effective by the Commission and copies of which have heretofore been delivered
to you. The Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). Such registration statement, in
the form in which it was declared effective, as amended through the date
hereof, including all documents incorporated or deemed to be incorporated by
reference therein and the information, if any, deemed to be part thereof
pursuant to Rule 434 of the Securities Act Regulations (or otherwise) through
the date hereof, and any registration statement filed pursuant to Rule 462(b)
of the Securities Act Regulations, including all exhibits thereto is
hereinafter referred to as the "Registration Statement." The Company proposes
to file with the Commission pursuant to Rule 424(b) of the Securities Act
Regulations a supplement (the "Prospectus Supplement") to the Base Prospectus
(as defined below) relating to the Securities and the prospectus dated
__________, 1997 (the "Base Prospectus") relating to the Securities, and has
previously advised you of all further information (financial and other) with
respect to the Company set forth therein. The Base Prospectus together with
the Prospectus Supplement, in their respective forms on the date hereof (being
the forms in which they are to be filed with the Commission pursuant to Rule
424(b) of the Securities Act Regulations), including all documents incorporated
or deemed to be incorporated by reference therein and the information, if any,
deemed to be part thereof pursuant to Rule 434 of the Securities Act
Regulations through the date hereof, are hereinafter referred to as the
"Prospectus," except that if any revised prospectus or prospectus supplement
shall be provided to the Underwriters by the Company for use in connection with
the offering of the Securities which differs from the Prospectus (whether or
not such revised prospectus or prospectus supplement is required to be filed by
the Company pursuant to Rule 424(b) of the Securities Act Regulations), the
term "Prospectus" shall also refer to such revised prospectus or prospectus
supplement, as the case may be, from and after the time it is first provided to
the Underwriters for such use. Unless the context otherwise requires, all
references in this Agreement to documents, financial statements and schedules
and other information which is "contained," "included," "stated," "described"
or "referred to" in the Registration Statement or the Prospectus (and all other
references of like import) shall be deemed to mean and include all such
documents, financial statements and schedules and other information which is or
is deemed to be incorporated by reference in the Registration Statement or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement or the Prospectus shall
be deemed to mean and include the filing of any document under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Agreement which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be. If the Company
elects to rely on Rule 434 of the Securities Act Regulations, all references to
the Prospectus shall be deemed to include, without limitation, the form of
prospectus and the abbreviated term sheet, taken together, provided to the
Underwriters by the Company in reliance on Rule 434 of the Securities Act
Regulations (the "Rule 434 Prospectus"). If the Company files a registration
statement to register a portion of the Securities and relies on Rule 462(b) of
the Securities Act Regulations for such registration statement to become
effective upon filing with the Commission (the "Rule 462 Registration
Statement"), then any reference to "Registration Statement" herein shall be
deemed to be to both the registration statement referred to above (No.
333-20837) and the

-2-

<PAGE> 3

Rule 462 Registration Statement, as each such registration statement may be
amended pursuant to the Securities Act.

1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.
The Company represents and warrants to each Underwriter as of the date hereof,
as of the date of the applicable Terms Agreement and as of the Closing Time
referred to in Section 3 hereof, and agrees with each Underwriter as follows:

(a) The Company meets the requirements for use of Form S-3
under the Securities Act and the Securities Act Regulations and the
conditions for use of Form S-3, as set forth in the general instructions
thereto, have been satisfied. The Company has filed with the Commission
the Registration Statement and has filed such amendments thereto as may
have been required to the date hereof. The Registration Statement
(which includes any post-effective amendment thereto) has been declared
effective by the Commission; 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 and the
Indenture has been qualified under the Trust Indenture Act;

(b) The Registration Statement, the Prospectus and the
Indenture, at the time the Registration Statement and any amendments
thereto became effective and as of the date hereof, as of the date of
the applicable Terms Agreement and as of the Closing Time, complied in
all material respects with the applicable requirements of the Securities
Act, the Securities Act Regulations and the Trust Indenture Act and the
rules and regulations thereunder (the "Trust Indenture Act
Regulations"). The Registration Statement, at the time the Registration
Statement and any amendments thereto became effective and as of the date
hereof, as of the date of the applicable Terms Agreement and as of the
Closing Time, did not, and will not, contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Prospectus, at the time the Registration Statement and any amendments
thereto became effective and as of the date hereof, as of the date of
the applicable Terms Agreement and as of the Closing Time (unless the
term "Prospectus" refers to a prospectus which has been provided to the
Underwriters by the Company for use in connection with the offering of
the Securities which differs from the Prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act Regulations, in
which case also at the time the Prospectus is first provided to the
Underwriters for such use) did not, and will not, contain any untrue
statement a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The two
preceding sentences do not apply to (i) that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification ("Form T-1") of the Trustee under the Trust Indenture Act
or (ii) information contained in or omitted from the Registration
Statement or the Prospectus (or any supplement thereto) in reliance upon
and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Underwriter
specifically for use therein (the "Underwriters' Information"). For
purposes of this Section 1(b), all references to the Registration
Statement, any post-effective amendments thereto and the Prospectus
shall be deemed to include, without

- 3 -

<PAGE> 4

limitation, any electronically transmitted copies thereof, including,
without limitation, any copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR");

(c) The documents incorporated by reference or deemed to be
incorporated by reference in the Prospectus, when they became effective
and at the time they were filed with the Commission, complied and will
comply in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission thereunder (the
"Exchange Act Regulations"), and none of such documents 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; 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 Exchange Act Regulations 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, in the light of the circumstances under which they
were made, not misleading;

(d) The Company and each of its subsidiaries have been duly
incorporated and are validly existing as corporations in good standing
under the laws of their respective jurisdictions of incorporation, are
duly qualified to do business and are in good standing as foreign
corporations in each jurisdiction in which their respective ownership or
lease of property or the conduct of their respective businesses requires
such qualification, and have all power and authority necessary to own or
hold their respective properties and to conduct the businesses in which
they are engaged, except where the failure to so qualify or have such
power or authority would not have, singularly or in the aggregate, a
material adverse effect on the financial condition, results of
operations or business of the Company and its subsidiaries taken as a
whole;

(e) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully paid
and non-assessable and are not subject to preemptive or similar rights
and conform to the description thereof contained in the Prospectus;

(f) The Securities being sold pursuant to the Terms Agreement
have, as of the date of the Terms Agreement, been duly authorized and,
when the Securities are executed and authenticated in accordance with
the provisions of the Indenture and issued and delivered against payment
therefor as provided in the Terms Agreement with respect to such
Securities, such Securities will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture, in each case enforceable against the Company in accordance
with their respective terms, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles (regardless of whether the enforcement is sought in a
proceeding at law or in equity); which Securities will be in the form
filed as an exhibit to the Registration Statement in all material
respects; the Indenture has been duly

- 4 -

<PAGE> 5

authorized and, at the Closing Time for such Securities, the Indenture
will constitute a valid and legally binding agreement, enforceable
against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general applicability relating to or affecting creditors'
rights and to general equity principles (regardless of whether the
enforcement is sought in a proceeding at law or in equity); and the
Indenture conforms, and the Securities will conform, to the descriptions
thereof contained in the Prospectus as amended or supplemented with
respect to such Securities;

(g) This Agreement has been duly authorized, executed and
delivered by the Company;

(h) The execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Indenture and the Securities by the
Company and the consummation of the transactions contemplated hereby and
thereby will not conflict with or result in a breach or violation 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 Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is
subject and which conflict, breach, violation or default would have a
material adverse effect on the financial condition, results of operations
or business of the Company and its subsidiaries taken as a whole, nor
will such actions result in any violation of the provisions of the
charter or by-laws of the Company or any of its subsidiaries or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties or assets; and except for the
registration of the Securities under the Securities Act, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as
may be required under the Exchange Act and applicable state securities
laws in connection with the purchase and distribution of the Securities
by the Underwriters, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or
body is required for the execution, delivery and performance of this
Agreement, the Indenture or the Securities by the Company and the
consummation of the transactions contemplated hereby and thereby;

(i) The financial statements (including the related notes and
supporting schedules) filed as part of the Registration Statement or
included or incorporated by reference in the Prospectus present fairly
in all material respects the financial condition and results of
operations of the entities purported to be shown thereby, at the dates
and for the periods indicated, and have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved except as disclosed therein;

(j) Other than as set forth or incorporated by reference in
the Registration Statement and the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property or assets of the
Company or any of its subsidiaries is the subject which, singularly or
in

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<PAGE> 6

the aggregate, are reasonably likely to have a material adverse effect
on the financial condition, results of operations or business of 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) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any 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, which is material to
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 Prospectus, there has not
been any material change in the capital stock or long-term debt of the
Company or any of its subsidiaries (other than pursuant to employee
stock option and dividend reinvestment plans or the Company's common
stock repurchase program as set forth or contemplated in the Prospectus)
or any material adverse change, or any development which the Company has
reasonable cause to believe will involve a material adverse change, in
or affecting the management, financial position, stockholder's equity or
results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus; and

(l) The accountants who certified the financial statements and
supporting schedules included or incorporated by reference into the
Registration Statement and Prospectus are independent public accountants
as required by the Securities Act and the Securities Act Regulations.

Any certificate signed by any officer of the Company and
delivered to the Representatives or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.

2. PURCHASE BY THE UNDERWRITERS. On the basis of the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the Company agrees to issue and sell to
the Underwriters, and each of the Underwriters severally and not jointly,
agrees to purchase from the Company, at the price and/or principal amount, as
the case may be, set forth in the Terms Agreement attached hereto as Exhibit A,
together with interest thereon accrued from the date specified in the Terms
Agreement and in the respective amounts of the designated Securities set forth
opposite the name of each such Underwriter in Schedule I to Exhibit A to such
Terms Agreement.

The Company shall not be obligated to deliver any of the
Securities except upon payment for all the Securities to be purchased as
provided in the Terms Agreement.

3. DELIVERY OF AND PAYMENT FOR THE SECURITIES. Delivery of
and payment for the Securities shall be made at such place as shall be set
forth in the Terms Agreement, at 9:00 A.M., New York City time, on the third
business day (unless postponed in accordance with the provisions of Section 7)
following the date of the Terms Agreement or such other date or time, not later
than seven full business days thereafter, as shall be agreed

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<PAGE> 7

upon by the Representatives and the Company (such date and time being referred
to herein as the "Closing Time"). At the Closing Time, the Company shall
deliver or cause to be delivered to the Representatives for the account of each
Underwriter certificates for the Securities against payment to or upon the
order of the Company of the purchase price by certified or official bank check
or wire transfer in same-day funds unless otherwise specified in the Terms
Agreement. Time shall be of the essence, and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation
of each Underwriter hereunder. Upon delivery, the Securities shall be in
definitive fully registered form, in such denominations and registered in such
names as the Representatives shall have requested in writing not less than two
full business days prior to the Closing Time. The Company shall make the
certificates for the Securities available for inspection by the Representatives
in New York, New York, not later than one full business day prior to the
Closing Time.

4. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees
with each of the Underwriters:

(a) Immediately following the execution of the Terms
Agreement, the Company will prepare a Prospectus Supplement setting
forth the principal amount of Securities covered thereby and their terms
not otherwise specified in the Indenture, the names of the Underwriters
participating in the offering and the principal amount of Securities
which each severally has agreed to purchase, the price at which the
Securities are to be purchased by the Underwriters from the Company, the
initial public offering price, the selling concession and reallowance,
if any, any delayed delivery arrangements, and such other information as
the Underwriters and the Company deem appropriate in connection with the
offering of the Securities. The Company will promptly transmit copies
of the Prospectus Supplement to the Commission for proper filing in
accordance with Rule 424 of the Securities Act Regulations not later
than the close of business on the second business day following
execution of the Terms Agreement or, if applicable, such earlier date as
may be required by Rule 424(b) of the Securities Act Regulations and
will furnish to the Underwriters named therein as many copies of the
Prospectus and such Prospectus Supplement as the Underwriters shall
reasonably request;

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<PAGE> 8

purpose or (ii) any order preventing or suspending the use of any
prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any
jurisdiction and of the initiation or threatening of any proceeding for
any such purpose; and to use best efforts to prevent the issuance of any
stop order or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such
qualification and, if any such stop order or order or suspension is
issued, to obtain the lifting thereof at the earliest possible time;

(c) To furnish promptly to each of the Representatives and
counsel for the Underwriters a signed copy of the Registration Statement
as originally filed with the Commission, and, for so long as the
delivery of a prospectus is required in connection with the offering or
sale of the Securities, (i) to furnish promptly to each of the
Representatives and counsel for the Underwriters each amendment thereto
filed with the Commission, including all consents and exhibits filed
therewith and (ii) to deliver promptly without charge to the
Representatives such number of the following documents as the
Representatives may from time to time reasonably request: (A) conformed
copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits
other than this Agreement, the Indenture, the computation of the ratio
of earnings to fixed charges and the computation of per share earnings);
(B) each preliminary prospectus, the Prospectus and any amended or
supplemented Prospectus; and (C) any document incorporated by reference
(or deemed to be incorporated by reference) in the Prospectus (excluding
exhibits thereto);

(d) If the delivery of a prospectus is required at any time in
connection with the sale of the Securities and if at such time any
condition exists or 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, in your view or the view of counsel for the Company, at such
time 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 Securities Act or the Exchange Act, to notify the
Representatives immediately thereof, and to promptly prepare and file
with the Commission an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance, or to file such document for incorporation by reference into
the Prospectus;

(e) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the judgment of the Company or the
Representatives, be required by the Securities Act or requested by the
Commission or advisable in connection with the distribution of the
Securities;

(f) Prior to filing with the Commission any (i) amendment to
the Registration Statement or supplement to the Prospectus or (ii) any
Prospectus pursuant

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<PAGE> 9

to Rule 424 of the Securities Act Regulations, to furnish a copy thereof
to the Representatives and counsel for the Underwriters, and not to file
any such document to which the Representatives shall reasonably object
after having been given reasonable notice of the proposed filing
thereof; and, during such time as a prospectus is required to be
delivered in connection with the offer or sale of the Securities, prior
to filing with the Commission any document incorporated by reference in
the Prospectus, to furnish a copy thereof to the Representatives and
counsel for the Underwriters;

(g) To make generally available to the Company's security
holders and to deliver to the Representatives an earning statement of
the Company and its subsidiaries (which need not be audited) complying
with Section 11(a) of the Securities Act and the Securities Act
Regulations (including, at the option of the Company, Rule 158);

(h) For so long as any of the Securities are outstanding, to
furnish to the Representatives copies of all materials furnished by the
Company to its shareholders and all public reports and all reports and
financial statements furnished by the Company to the Commission pursuant
to the Exchange Act or the Exchange Act Regulations;

(i) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may reasonably 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 the 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;

(j) During the period beginning from the date of the
applicable Terms Agreement and continuing to and including the Closing
Time, to not, directly or indirectly, offer for sale, sell, contract to
sell or otherwise dispose of, grant any option for the sale of or file a
registration statement for, or announce any offering of, any debt
securities of the Company with a maturity of more than 270 days (other
than the Securities) without the prior written consent of the
Representatives; and

(k) To apply the net proceeds from the sale of the Securities
being sold by the Company as set forth in the Prospectus.

5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The respective
obligations of the several Underwriters hereunder are subject to the accuracy,
when made and at the Closing Time, of the representations and warranties of the
Company contained herein, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder, and to each of the following
additional terms and conditions at the Closing Time:

(a) At the Closing Time, the Prospectus, as amended or
supplemented in relation to the applicable Securities, shall have been
timely filed with the Commission

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<PAGE> 10

in accordance with Section 4(a) of this Agreement and Rule 424(b) of the
Securities Act Regulations within the applicable time period prescribed
for such filing by the Securities Act and the Securities Act
Regulations. Prior to the Closing Time, no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with
to the reasonable satisfaction of the Representatives.

(b) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement (including the
applicable Terms Agreement), the Securities, the Indenture, the
Registration Statement and the Prospectus, and all other legal matters
relating to this Agreement and the transactions contemplated hereby
shall be reasonably satisfactory in all material respects to counsel for
the Underwriters, and the Company shall have furnished to such counsel
all documents and information that they may reasonably request to enable
them to pass upon such matters.

(c) David W. Bowman, Esq., General Counsel of the Company,
shall have furnished to the Representatives his written opinion
addressed to the Underwriters and dated as of the date of the Closing
Time, in form and substance reasonably satisfactory to the
Representatives, to the effect that:

(i) The Company and each significant subsidiary of the
Company within the meaning of Rule 1-02(w) of Regulation S-X of
the Securities Act Regulations (each hereinafter referred to as
a Subsidiary) is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction
of its incorporation, is duly qualified to do business and is in
good standing as a foreign corporation in each jurisdiction in
which its ownership or lease of property or the conduct of its
business requires such qualification (except where the failure to
so qualify would not have, singularly or in the aggregate, a
material adverse effect on the financial condition, results of
operation or business of the Company and its subsidiaries taken
as a whole), and has the corporate power and authority to own or
hold its property and to carry on its businesses as now
conducted;

(ii) The Company has the authorized capitalization set
forth in the Prospectus, and all of the issued shares of capital
stock of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable, are not subject to
preemptive or similar rights and conform to the description
thereof contained in the Prospectus;

(iii) To the best of such counsel's knowledge, there are
no contracts or other documents which are required to be
described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the Securities
Act Regulations and which have not been so described or filed;

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<PAGE> 11

(iv) The issuance and delivery by the Company of the
Securities, the execution, delivery and performance by the
Company of this Agreement, the Terms Agreement and the Indenture
and the consummation by the Company of the transactions herein
and therein contemplated will not conflict with or result in a
breach or violation of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan
agreement or similar agreement or instrument known to such
counsel to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound
or to which any of the property or assets of the Company or any
of its subsidiaries is subject and which would have a material
adverse effect on the financial condition, results or operations
or business of the Company and its subsidiaries taken as a whole,
nor will such actions result in any violation of the provisions
of the charter or by-laws of the Company or any of its
subsidiaries or any statute or any order, rule or regulation
known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its Subsidiaries
or any of their respective properties or assets;

(v) Such counsel does not know of any contracts,
agreements or understandings between the Company and any person
granting such person the right to require the Company to include
securities owned or to be owned by such person in the securities
registered pursuant to the Registration Statement;

(vi) To the best of such counsel's knowledge and except
as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property or assets of
the Company or any of its subsidiaries is subject which,
singularly or in the aggregate, are reasonably likely to have a
material adverse effect on the financial condition, results of
operations or business of the Company and its subsidiaries taken
as a whole; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by any governmental
authority or body or threatened by others.

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<PAGE> 12

which counsel need not express a belief), at the time the Registration
Statement or any amendment became effective, 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 (B) that the Prospectus or any amendment or
supplement thereto (except for the financial statements, the notes
thereto and related schedules and other financial and statistical data
included or incorporated therein by reference as to which counsel need
not express a belief), as of its date or as of the Closing Time,
contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.

In giving such opinion, such counsel may state that he is a
member of the Bar of the State of Iowa and no opinion is expressed as to
any laws other than the laws of the State of Iowa, the General
Corporation Law of the State of Delaware and the Federal laws of the
United States and except that no opinion is expressed as to the
securities laws of any state. In rendering such opinion or statement,
such counsel may rely as to matters of fact upon certificates or
opinions of responsible officers or counsel of the Company and of public
officials.

(d) Debevoise & Plimpton shall have furnished to the
Representatives their written opinion, as special counsel to the
Company, addressed to the Underwriters and dated as of the date of the
Closing Time, in form and substance reasonably satisfactory to the
Representatives, to the effect that:

(i) The Registration Statement was declared effective
under the Securities Act and the Indenture was qualified under
the Trust Indenture Act as of the date and time specified in such
opinion; if applicable, the Prospectus was filed with the
Commission pursuant to the subparagraph of Rule 424(b) of the
Securities Act Regulations specified in such opinion on the date
specified therein; and no stop order suspending the effectiveness
of such Registration Statement has been issued and, to the best
knowledge of such counsel, no proceedings for that purpose have
been instituted or threatened by the Commission;

(ii) As of its date and at the Closing Time, each
Registration Statement and Prospectus and any further amendments
or supplements to any Registration Statement or Prospectus made
prior to the Closing Time (except for the financial statements,
the notes thereto and related schedules and other financial and
statistical data included or incorporated therein by reference or
any part of the Registration Statement which shall constitute a
Statement of Eligibility on Form T-1 under the Trust Indenture
Act, as to which counsel need not express an opinion) comply as
to form in all material respects with the requirements of the
Securities Act and the Securities Act Regulations; and each
document filed pursuant to the Exchange Act and incorporated by
reference in such Prospectus (except for the financial
statements, the notes thereto and related schedules and other
financial and statistical data included or incorporated therein by

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<PAGE> 13

reference, as to which counsel need not express an opinion), as
of its respective filing date, complied as to form in all
material respects with the requirements of the Exchange Act and
the Exchange Act Regulations;

(iii) The Indenture complies as to form in all material
respects with the requirements of the Trust Indenture Act and the
Trust Indenture Act Regulations;

(iv) The Company has the corporate power and authority
to execute and deliver this Agreement, the Terms Agreement, the
Indenture and the Securities and to perform its obligations
hereunder and thereunder; and all corporate action required to be
taken by the Company for the due and proper authorization,
execution, delivery and performance of this Agreement, the Terms
Agreement, the Indenture and the Securities and the consummation
of the transactions contemplated by such documents has been duly
and validly taken;

(v) This Agreement has been duly authorized, executed
and delivered by the Company;

(vi) The Terms Agreement has been duly authorized,
executed and delivered by the Company;

(vii) The Indenture has been duly authorized, executed
and delivered by the Company and constitutes the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or affecting
the rights of creditors and to general equitable principles
(whether considered in a proceeding at law or in equity); the
Securities are in the form contemplated by the Indenture in all
material respects and have been duly authorized and executed by
the Company and, upon the due authentication and delivery thereof
by the Trustee against payment therefor in accordance with the
provisions of the Indenture and this Agreement, the Securities
will constitute valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability relating to
or affecting the rights of creditors and to general equitable
principles (whether considered in a proceeding at law or in
equity); and the Securities and the Indenture conform in all
material respects to the descriptions thereof contained in the
Prospectus;

(viii) The issuance and delivery by the Company of the
Securities, the execution, delivery and performance by the
Company of this Agreement, the Terms Agreement and the Indenture
and the consummation by the Company of the transactions herein
and therein contemplated will not (A) violate any provision of
the Restated Certificate of Incorporation or By-laws of the

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<PAGE> 14

Company or (B) contravene any statute, rule or regulation known
to such counsel;

(ix) Except for the registration of the Securities under
the Securities Act, the qualification of the Indenture under the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under the
Exchange Act and applicable state securities laws or those
obtained prior to the date of the opinion as set forth in the
opinion in connection with the purchase and distribution of the
Securities by the Underwriters, no consent, approval,
authorization or order of, or any filing or registration with,
any governmental agency or body is required for the
valid authorization, issuance and delivery of the Securities by
the Company, the execution, delivery and performance by the
Company of this Agreement, the Terms Agreement or the Indenture
and the consummation by the Company of the transactions herein
and therein contemplated;

Such opinion shall also include or be accompanied by a statement
to the effect that such counsel has participated in conferences with
representatives of the Company and with representatives of its
independent accountants and counsel at which conferences the contents of
the Registration Statement of the Prospectus and any amendment and
supplement thereto and related matters were discussed and, while such
counsel have not checked the accuracy or completeness of, or otherwise
verified, and are not passing upon, and assume no responsibility for,
the accuracy or completeness of the information contained in or
incorporated by reference in the Registration Statement or the
Prospectus, or any amendment or supplement thereto (except to the
limited extent stated in paragraph (vii) above), no facts have come to
the attention of such counsel that have caused them to believe (A) that
the Registration Statement or any amendment thereto (except for the
financial statements, the notes thereto and related schedules and other
financial and statistical data included or incorporated therein by
reference or any part of the Registration Statement which shall
constitute a Statement of Eligibility on Form T-1 under the Trust
Indenture Act, as to which counsel need not express a belief), at the
time the Registration Statement or any amendment became effective,
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 (B) that the Prospectus or any
amendment or supplement thereto (except for the financial statements,
the notes thereto and related schedules and other financial and
statistical data included or incorporated therein by reference, as to
which counsel need not express a belief), as of its date or as of the
Closing Time, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.

In giving such opinion, such counsel may state that such opinion
is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Federal laws of the United States
(other than laws with respect to federal energy regulation), except that
such counsel expresses no opinion as to the securities laws of any
state. In rendering such opinion or statement, such counsel may

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<PAGE> 15

rely as to matters of fact upon certificates or opinions of responsible
officers or counsel of the Company and of public officials.

(e) The Representatives shall have received from Fried, Frank,
Harris, Shriver & Jacobson, counsel for the Underwriters, such opinion
or opinions, dated the date of the Closing Time, with respect to such
matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for
enabling them to pass upon such matters.

(f) The Company shall have furnished to the Representatives a
letter (the "Initial Letter") of Deloitte & Touche LLP, addressed to the
Representatives and dated the date of the applicable Terms Agreement, in
form and substance reasonably satisfactory to the Representatives,
substantially to the effect set forth in Annex A hereto.

(g) The Company shall have furnished to the Representatives a
letter (as used in this paragraph, the "Bring-Down Letter") of Deloitte
& Touche LLP, dated as of the Closing Time in form and substance
reasonably satisfactory to the Representatives and addressed to the
Underwriters (i) confirming that they are independent public accountants
with respect to the Company and its subsidiaries within the meaning of
Rule 101 of the Code of Professional Conduct of the AICPA and its
interpretations and rulings and are in compliance with the applicable
requirements relating to the qualification of accountants in Rule 2-01
of Regulation S-X of the Securities Act Regulations, (ii) stating, as of
the date of the Bring-Down Letter that (or, with respect to matters
involving changes or developments since the respective dates as of which
specified financial information is given in the Prospectus, as of a date
not more than five days prior to the date of the Bring-Down Letter),
that the conclusions and findings of such firm with respect to the
financial information and other matters covered by the Initial Letter
are accurate, (iii) confirming in all material respects the conclusions
and findings set forth in the Initial Letter and (iv) confirming they
have performed certain procedures with respect to certain amounts,
percentages and financial information specified by the Representatives
and have found such amounts, percentages and financial information to be
in agreement with the records of the Company.

(h) The Company shall have furnished to the Representatives a
certificate, dated as of the Closing Time, of its Chairman of the Board,
its President or an Executive Vice President and its chief financial
officer stating that (i) such officers have carefully examined the
Registration Statement, the Prospectus, this Agreement and the Terms
Agreement, (ii) in their opinion, as of the Closing Time, (A) the
Registration Statement, including the documents incorporated therein by
reference, does not include any untrue statement of a material fact and
did not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (B) the
Prospectus, including the documents incorporated therein by reference,
does not include any untrue statement of a material fact and did not
omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and since the Effective Time, no
event has occurred which should have been set forth in a supplement or

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<PAGE> 16

amendment to the Registration Statement or the Prospectus and which has
not been so set forth and (iii) to the best of his or her knowledge
after reasonable investigation, as of the Closing Time, the
representations and warranties of the Company in this Agreement are true
and correct, the Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Time, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best of his or her knowledge,
are contemplated by the Commission, and subsequent to the date of the
most recent financial statements in the Prospectus, there has been no
material adverse change in the financial position or results of
operation of the Company and its subsidiaries taken as a whole, or any
change, or any development including a prospective change, in or
affecting the financial condition, results of operations or business of
the Company and its subsidiaries taken as a whole, except as set forth
in the Prospectus.

(i) Since the respective dates as of which information is
given in the Registration Statement (exclusive of any amendment thereof)
and the Prospectus (exclusive of any supplement thereto), there shall
not have been any change (other than pursuant to employee stock option
and dividend re-investment plans or the Company's common stock
repurchase plan, as set forth or contemplated in the Prospectus) in the
capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective
change, in or affecting the financial condition, results of operations
or business of the Company and its subsidiaries taken as a whole, the
effect of which, in any such case described above, is, in the judgment
of the Representatives, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated
in the Prospectus (as amended or supplemented).

(j) Subsequent to the execution and delivery of the applicable
Terms Agreement, (i) no downgrading shall have occurred in the rating
accorded the Securities or any of the Company's other debt securities by
any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g)(2) of the
Securities Act Regulations 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 Securities or any of the Company's other debt securities.

(k) Subsequent to the execution and delivery of the applicable
Terms Agreement, 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 the Commission, by such
exchanges or market or by any other regulatory body or governmental
authority having jurisdiction, or trading in securities of the Company
on any exchange or in the over-the-counter market shall have been
suspended or (ii) a general moratorium on commercial banking activities
shall have been declared by Federal or New York State

- 16 -

<PAGE> 17

or Oklahoma State authorities or (iii) an outbreak or escalation of
hostilities or a declaration by the United States 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 in the United States shall be such)
as to make it, in the judgment of the Representatives, impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the
Prospectus.

All opinions, letters, evidence and certificates mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

6. TERMINATION. The obligations of the Underwriters hereunder may
be terminated by the Representatives, in their absolute discretion, by notice
given to and received by the Company prior to delivery of and payment for the
Securities if, prior to that time, any of the events described in Sections
5(i), 5(j) or 5(k) shall have occurred.

7. DEFAULTING UNDERWRITERS. (a) If, at the Closing Time, any
Underwriter or Underwriters default in the performance of its or their
obligations under the applicable Terms Agreement, the Representatives may make
arrangements for the purchase of such Securities by other persons satisfactory
to the Company and the Representatives, including any of the Underwriters, but
if no such arrangements are made by the Closing Time, then each remaining non-
defaulting Underwriter shall be severally obligated to purchase the Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
at the Closing Time in the respective proportions which the principal amount of
Securities set forth opposite the name of each remaining non-defaulting
Underwriter in Schedule I of the applicable Terms Agreement bears to the
aggregate principal amount of Securities set forth opposite the names of all
the remaining non-defaulting Underwriters in Schedule I of the applicable Terms
Agreement; provided, however, that the remaining non-defaulting Underwriters
shall not be obligated to purchase any of the Securities at the Closing Time if
the aggregate principal amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase on such date exceeds one-tenth of
the aggregate principal amount of the Securities to be purchased at the Closing
Time, and any remaining non-defaulting Underwriter shall not be obligated to
purchase in total more than 110% of the principal amount of the Securities
which it agreed to purchase at the Closing Time pursuant to the terms of
Section 2. If the foregoing maximums are exceeded and the remaining
Underwriters or other underwriters satisfactory to the Representatives and the
Company do not elect to purchase, within 36 hours after such default, the
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter or the Company, except that the Company will
continue to be liable for the payment of expenses to the extent set forth in
Sections 8 and 12 and except that the provisions of Sections 9 and 10 shall not
terminate and shall remain in effect. As used in this Agreement, the term
"Underwriter" includes, for all purposes of this Agreement unless the context
otherwise requires, any party not listed in Schedule I of the applicable Terms
Agreement who, pursuant to this Section 7, purchases Securities which a
defaulting Underwriter agreed but failed to purchase.

- 17 -

<PAGE> 18

(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other Underwriters are obligated or agree to purchase the Securities of a
defaulting Underwriter, either the Representatives or the Company may postpone
the Closing Time for up to seven full business days in order to effect any
changes that in the opinion of counsel for the Company or counsel for the
Underwriters may be necessary in the Registration Statement, the Prospectus or
in any other document or arrangement, and the Company agrees to file promptly
any amendment or supplement to the Registration Statement or the Prospectus
that effects any such changes.

8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If (a) the
Company shall fail to tender the Securities for delivery to the Underwriters
for any reason permitted under this Agreement or (b) the Underwriters shall
decline to purchase the Securities for any reason permitted under this
Agreement (including the termination of this Agreement pursuant to Section 6),
and the Terms Agreement, the Company shall reimburse the Underwriters for the
fees and expenses of their counsel and for such other out-of-pocket expenses as
shall have been reasonably incurred by them in connection with this Agreement
and the Terms Agreement and the proposed purchase of the Securities, and upon
demand the Company shall pay the full amount thereof to the Representatives.
If this Agreement is terminated pursuant to Section 7 by reason of the default
of one or more Underwriters, the Company shall not be obligated to reimburse
the Underwriters on account of those expenses.

- 18 -

<PAGE> 19

supplement thereto) or the Prospectus (as originally filed or in any amendment
or supplement thereto) in reliance upon and in conformity with any
Underwriters' Information; and provided, further, that with respect to any such
untrue statement or alleged untrue statement in or omission or alleged
omission from the preliminary prospectus or preliminary prospectus supplement,
the indemnity agreement contained in this Section 9(a) shall not inure to the
benefit of any Underwriter to the extent that the sale to the person asserting
any such loss, claim, damage, liability or action was a sale by such
Underwriter and any such loss, claim, damage, liability or action of or with
respect to such Underwriter results from the fact that both (A) to the extent
required by applicable law, a copy of the Prospectus (as amended or
supplemented) was not sent or given to such person at or prior to the written
confirmation of the sale of such Securities to such person (if the Company has
previously furnished copies thereof sufficiently in advance of the Closing Time
to allow for distribution of the Prospectus in a timely manner) and (B) the
untrue statement or alleged untrue statement in or omission or alleged omission
from the preliminary prospectus or preliminary prospectus supplement was
corrected in the Prospectus (as amended or supplemented) unless, in either
case, such failure to deliver the Prospectus (as amended or supplemented) was a
result of non-compliance by the Company with Section 4(c).

(b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, its directors, each officer of the
Company who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (collectively referred to for purposes of this Section 9(b) and Section 10
as the Company), from and against any loss, claim, damage or liability, joint
or several, or any action in respect thereof, to which the Company may become
subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action
arises out of or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (as
originally filed or in any amendment or supplement thereto) or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, or (ii)
any untrue statement or alleged untrue statements of material fact contained in
any preliminary prospectus, any preliminary prospectus supplement or the
Prospectus (as originally filed or in any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Underwriter expressly for use therein,
and shall reimburse the Company promptly upon demand for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending or preparing to defend against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred.

- 19 -

<PAGE> 20

from any liability which it may have under this Section 9 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and, provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 9. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that an
indemnified party shall have the right to employ its own counsel in any such
action (in which case, if such indemnified party is indemnified pursuant to
Section 9(a) above, counsel to the indemnified party shall be selected by the
Representatives and if such indemnified party is indemnified pursuant to Section
9(b) above, counsel to the indemnified party shall be selected by the Company),
but the fees and expenses of such separate counsel shall be paid by such
indemnified party unless (i) the employment of counsel by the indemnified party
and the payment of fees and expenses by the indemnifying party has been
authorized in writing by the indemnifying party, (ii) the indemnified party has
reasonably concluded (based on advice of counsel for the indemnified party) that
there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the indemnifying party,
(iii) a conflict or potential conflict exists (based on advice of counsel for
the indemnified party) between the indemnified party and the indemnifying party,
or (iv) the indemnifying party has not in fact employed counsel to assume the
defense of such action within a reasonable time after receiving notice of the
election of the indemnifying party to assume the defense of the action, in each
of which cases the indemnifying party will not have the right to direct the
defense of such action on behalf of the indemnified party and the reasonable
fees and expenses of counsel will be at the expense of the indemnifying party or
parties. It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than
one separate firm of attorneys (in addition to any local counsel) at any one
time for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 9(a) and 9(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, but if
settled with its written consent or if there is a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party agrees to indemnify and hold harmless any
indemnified party from and against any loss, claim, damage or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, which shall not be unreasonably
withheld, effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could reasonably have been a party
and indemnity could have been sought hereunder by such indemnified party unless
such settlement (i) includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such proceeding

- 20 -

<PAGE> 21

and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

The obligations of the Company and the Underwriters in this
Section 9 and in Section 10 are in addition to any other liability that the
Company or the Underwriters, as the case may be, may otherwise have, including
in respect of any breaches of representations, warranties and agreements made
herein by any such party.

10. CONTRIBUTION. If the indemnification provided for in
Section 9 is unavailable or insufficient to hold harmless an indemnified party
under Section 9(a) or 9(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other with respect to the statements
or omissions that resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other with respect to such offering shall be deemed to be
in the same proportion as the total net proceeds from the offering of the
Securities purchased under the applicable Terms Agreement (before deducting
expenses) received by or on behalf of the Company, on the one hand, and the
total discounts and commissions received by the Underwriters with respect to
the Securities purchased under the applicable Terms Agreement, on the other,
bear to the total gross proceeds from the sale of the Securities under the
applicable Terms Agreement, in each case as set forth in the table in the
Prospectus Supplement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to the Company or information supplied by the Company on the one hand
or to any Underwriters' Information on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.

The Company and the Underwriters agree that it would not be
just and equitable if contributions pursuant to this Section 10 were to be
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 into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
10 shall be deemed to include, for purposes of this Section 10, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 10, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
discounts and commissions received by such Underwriter with respect to the
Securities purchased by it under the applicable Terms Agreement exceeds the
amount of any damages which such Underwriter has otherwise paid or become
liable to pay by reason of any untrue or

- 21 -

<PAGE> 22

alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Section 10 are several in proportion to their
respective underwriting obligations and not joint.

11. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the
Company, and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Company and their respective
successors and the controlling persons and officers and directors referred to
in Sections 9 and 10 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of the Securities from any
Underwriter shall be deemed a successor by reason merely of such purchase.

12. EXPENSES. The Company agrees with the Underwriters to pay
(a) the costs incident to the authorization, issuance, sale, preparation and
delivery of the Securities and any taxes payable in that connection; (b) the
costs incident to the preparation, printing and filing under the Securities Act
of the Registration Statement and the Prospectus and any amendments and
exhibits thereto; (c) the costs of distributing the Registration Statement as
originally filed and each amendment thereto and any post-effective amendments
thereof (including, in each case, exhibits), any preliminary prospectus, the
Prospectus and any amendment or supplement to the Prospectus, all as provided
in this Agreement; (d) the costs of printing, reproducing and distributing this
Agreement and any other underwriting and selling group documents by mail, telex
or other means of communications; (e) the filing fees incident to securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of sale of the Securities; (f) any applicable listing or other fees, if
any; (g) the fees and expenses of qualifying the Securities under the
securities laws of the several jurisdictions as provided in Section 4(i) and of
preparing, printing and distributing Blue Sky Memoranda and Legal Investment
Surveys (including related fees and expenses of counsel for the Underwriters);
(h) fees charged by securities rating services for rating the Securities, if
any; (i) all fees and expenses of the Trustee; and (j) all other costs and
expenses incident to the performance of the obligations of the Company under
this Agreement; provided, that except as otherwise provided in this Section 12
and in Section 8, the Underwriters shall pay their own costs and expenses,
including the costs and expenses of their counsel, any transfer taxes on the
Securities which they may sell and the expenses of advertising any offering of
the Securities made by the Underwriters.

13. SURVIVAL. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company and the
Underwriters contained in this Agreement and the applicable Terms Agreement or
made by or on behalf on them, respectively, pursuant to this Agreement and the
applicable Terms Agreement, shall survive the delivery of and payment for the
Securities under the applicable Terms Agreement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any of them or any person controlling
any of them.

- 22 -

<PAGE> 23

14. NOTICES, ETC. All statements, requests, notices and
agreements hereunder shall be in writing, and:

(a) notices to the Underwriters shall be directed to the
Underwriters at the address indicated in the applicable Terms Agreement;
and

(b) notices to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth
in the Registration Statement, Attention: Senior Vice President,
General Counsel and Secretary.

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon
any request, consent, notice or agreement given or made on behalf of the
Underwriters by the Representatives.

15. DEFINITIONS OF CERTAIN TERMS. For purposes of this
Agreement, (a) "business day" means any day on which the New York Stock
Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set
forth in Rule 405 of the Securities Act Regulations.

16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

17. COUNTERPARTS. Each Terms Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.

18. HEADINGS. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.

- 23 -

<PAGE> 24

If the foregoing is in accordance with your understanding of the
agreement between the Company and the several Underwriters, kindly indicate
your acceptance in the space provided for that purpose below.

Very truly yours,

MAPCO INC.

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

- 24 -

<PAGE> 25
ANNEX A

[Form of Initial Comfort Letter]

The Company shall have furnished to the Representatives a letter
of Deloitte & Touche LLP, addressed to the Representatives and dated the date
of the Terms Agreement, in form and substance satisfactory to the
Representatives, substantially to the effect set forth below:

(i) they are independent certified public accountants
with respect to the Company within the meaning of Rule 101 of the Code
of Professional Conduct of the AICPA and its interpretations and
rulings;

(ii) in their opinion, the audited financial statements
[and pro forma financial information] included in the Registration
Statement and the Prospectus (each as amended or supplemented) or the
documents incorporated by reference therein and reported on by them
comply in form in all material respects with the accounting requirements
of the Exchange Act and the related published rules and regulations of
the Commission thereunder;

(iii) based upon a reading of the latest unaudited
financial statements made available by the Company, the procedures of
the AICPA for a review of interim financial information as described in
Statement of Auditing Standards No. 71, reading of minutes and inquiries
of certain officials of the Company who have responsibility for
financial and accounting matters and certain other limited procedures
requested by the Representatives and described in detail in such letter,
nothing has come to their attention that causes them to believe that (A)
any unaudited financial statements included in the Registration
Statement and the Prospectus (each as amended or supplemented) or the
documents incorporated by reference therein do not comply as to form in
all material respects with applicable accounting requirements, (B) any
material modifications should be made to the unaudited financial
statements included in the Registration Statement and the Prospectus
(each as amended or supplemented) or the documents incorporated by
reference therein for them to be in conformity with generally accepted
accounting principles applied on a basis substantially consistent with
that of the audited financial statements included in the Registration
Statement and the Prospectus (each as amended or supplemented) or the
documents incorporated by reference therein or (C) the information
included under the headings ["Summary--Summary Financial Data",
"Selected Financial Data", "Ratio of Earnings to Fixed Charges" and
"Management--Executive Compensation"] is not in conformity with the
disclosure requirements of Regulation S-K;

(iv) based upon the procedures detailed in such letter
with respect to the period subsequent to the date of the last available
balance sheet, including reading of minutes and inquires of certain
officials of the Company who have responsibility for financial and
accounting matters, nothing has come to their attention that causes them
to believe that (A) at a specified date not more than five business
days prior to the date of such letter, there was any change in capital
stock, increase in long-term debt or decrease in net current assets as
compared with the amounts shown in the _________ ___, 199__ unaudited
balance sheet included in the Registration Statement and the Prospectus
(each as amended or supplemented) or the documents incorporated by

<PAGE> 26

reference therein or (B) for the period from ______ __, 199__ to a
specified date not more than five business days prior to the date of
such letter, there were any decreases, as compared with the
corresponding period in the preceding year, in net sales, income from
operations, or net income, except in all instances for changes,
increases or decreases that the Registration Statement and the
Prospectus (each as amended or supplemented) or the documents
incorporated by reference therein discloses have occurred or may occur
or which are set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance
thereof unless said explanation is deemed unnecessary by the
Representatives;

(v) they have performed certain other specified
procedures as a result of which they determined that certain information
of an accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the Registration
Statement and the Prospectus (each as amended or supplemented) or the
documents incorporated by reference therein agrees with the accounting
records of the Company, excluding any questions of legal interpretation
[; and] [.]

[(vi) on the basis of a reading of the unaudited pro
forma financial information included in the Registration Statement and
the Prospectus (each as amended or supplemented) or the documents
incorporated by reference therein, carrying out certain specified
procedures, reading of minutes and inquiries of certain officials of the
Company who have responsibility for financial and accounting matters and
proving the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma financial
information, nothing came to their attention which caused them to
believe that the pro forma financial information does not comply in form
in all material respects with the applicable accounting requirements of
Rule 11-02 of Regulation S-X or that the pro forma adjustments have not
been properly applied to the historical amounts in the compilation of
such information.]

-2-

<PAGE> 27

EXHIBIT A

Terms Agreement

[Names and addresses of Representatives]

_____________________, 19__

Ladies and Gentlemen:

MAPCO Inc., a Delaware corporation (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
_________, 19__ (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 a part of this 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 Terms Agreement, except that each
representation and warranty which refers to the Prospectus in Section 1 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
Terms Agreement in relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Terms
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.

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 with the
Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place set forth in Schedule II hereto, the number or aggregate principal
amount of Designated Securities set forth opposite the name of such Underwriter
in Schedule I hereto. The price and other material terms of the Designated
Securities are set forth on Schedule II hereto.

<PAGE> 28

this letter 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 and the Company. It is
understood that your acceptance of this letter 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,

MAPCO INC.

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

Accepted as of the date hereof:
Name(s) of Representative(s)

By:
------------------------
[ ]
On behalf of each of the
Underwriters

<PAGE> 29

SCHEDULE I

<TABLE>
<CAPTION>
Number of
Aggregate Principal
Amount of
Designated Securities
Underwriters to be Purchased
------------ ---------------------
<S> <C>
Name(s) of Representative(s)...................

Names of other Underwriters....................

-------
Total..........................
=======

</TABLE>

<PAGE> 30

SCHEDULE II

Underwriting Agreement Dated ____________, _____

Registration Statement No. 333-20837[and 333-_______]

Title, Purchase Price and Description of Designated Securities:

Title:

Number or Aggregate Principal Amount:

Price to Public:

Purchase Price by Underwriters (include accrued interest or amortization,
if any):

Sinking Fund Provisions:

Redemption Provisions:

Other Provisions:

Applicable Securities Agreement:

Maturity:

Interest Rate:

Interest Payment Dates:

Time of Delivery and Location:

Names and Addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

Underwriters:

Other Terms:

[The Underwriters will pay for the Designated Securities upon delivery thereof
at the offices of ___________________ at 9:00 A.M. (New York City time) on
___________, 199__, or at such other time, not later than __.M. (New York City
time) on ____________, 199__, as will be jointly designated by the
Representatives and the Company.]

<PAGE> 1
EXHIBIT 1.2

DRAFT 2/24/97

MAPCO INC.

Common Stock
(Par Value $1.00 Per Share)

UNDERWRITING AGREEMENT

_____ __, 199_

To the Representative(s) of the several Underwriters named in the respective
Pricing Agreements hereinafter described.

Dear Sirs:

MAPCO Inc., a Delaware corporation (the "Company"), proposes to issue
and sell certain shares (the "Shares") of the Company's Common Stock, par value
$1.00 per share (the "Common Stock"), from time to time in one or more
offerings on the terms and conditions determined at the time of the sale.

This confirms the agreement that, whenever the Company determines to
make an offering of the Shares through one or more underwriters (an
"Underwriter" or the "Underwriters") for whom you (the "Representative(s)" or
"you") are acting as Representatives, it will enter into a Pricing Agreement (a
"Pricing Agreement") with you and such Underwriter or Underwriters providing
for the sale of such Shares to, and the purchase and offering thereof by, you
and such Underwriter or Underwriters. The Pricing Agreement shall be
substantially in the form of Exhibit A hereto and shall specify such applicable
information as is indicated in such Exhibit and such other information as the
parties executing such Pricing Agreement shall determine. The Pricing
Agreement will incorporate by reference the provisions of this Agreement (as
defined below). Each offering of Shares will be governed by this Agreement, as
supplemented by the applicable Pricing Agreement, and this Agreement and such
Pricing Agreement shall inure to the benefit of, and be binding upon, each
Underwriter participating in the offering of the Shares. Unless the context
otherwise requires, as used herein, the term "Agreement" shall refer to this
Underwriting Agreement, dated as of ___________, 199_, as executed by the
Company, as supplemented by the applicable Pricing Agreement, as executed by
the Company and by, and on behalf of, the Representatives and the Underwriter
or Underwriters which are parties thereto. The number of Shares to be issued
from time to time will be specified in such Pricing Agreements (with respect to
such Pricing Agreements, the Shares shall be referred to as "Firm Shares"). If
specified in such Pricing Agreements, the Company may grant to the Underwriters
the right to purchase at their election an additional number of Shares,
specified in such Pricing Agreements as provided in Section 2 hereof (the
"Optional Shares"). The Firm Shares and the Optional Shares, if any, which the
Underwriters elect to purchase pursuant to Section 2 hereof are herein
collectively called the "Designated Shares."

The terms and rights of any particular issuance of Designated Shares
shall be as specified in the Pricing Agreement relating thereto.
<PAGE> 2
The obligation of the Company to issue and sell any of the Shares and
the obligation of any of the Underwriters to purchase any of the Shares shall
be evidenced by the Pricing Agreement with respect to the Designated Shares
specified therein. Each Pricing Agreement shall specify the aggregate number
of the Firm Shares, the maximum number of Optional Shares, if any, the initial
public offering price of such Firm and Optional Shares or the manner of
determining such price, the purchase price to the Underwriters of such
Designated Shares, the names of the Underwriters of such Designated Shares, the
names of the Representatives of such Underwriters, the number of such
Designated Shares to be purchased by each Underwriter and the commission, if
any, payable to the Underwriters with respect thereto and shall set forth the
date, time and manner of delivery of such Firm and Optional Shares, if any, and
payment therefor and such other information as the parties executing such
Pricing Agreement shall determine. 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.

The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-20837)
relating to the registration of the Shares under the Securities Act of 1933, as
amended (the "Securities Act"), and the offering thereof from time to time in
accordance with Rule 415 under the rules and regulations of the Commission
under the Securities Act (the "Securities Act Regulations"), which registration
statement has been declared effective by the Commission and copies of which
have heretofore been delivered to you. Such registration statement, in the
form in which it was declared effective, as amended through the date hereof,
including all documents incorporated or deemed to be incorporated by reference
therein and the information, if any, deemed to be part thereof pursuant to Rule
434 of the Securities Act Regulations (or otherwise) through the date hereof,
and any registration statement filed pursuant to Rule 462(b) of the Securities
Act Regulations, including all exhibits thereto is hereinafter referred to as
the "Registration Statement." The Company proposes to file with the Commission
pursuant to Rule 424(b) of the Securities Act Regulations a supplement (the
"Prospectus Supplement") to the Base Prospectus (as defined below) relating to
the Shares and the prospectus dated __________, 1997 (the "Base Prospectus")
relating to the Shares, and has previously advised you of all further
information (financial and other) with respect to the Company set forth
therein. The Base Prospectus together with the Prospectus Supplement, in their
respective forms on the date hereof (being the forms in which they are to be
filed with the Commission pursuant to Rule 424(b) of the Securities Act
Regulations), including all documents incorporated or deemed to be incorporated
by reference therein and the information, if any, deemed to be part thereof
pursuant to Rule 434 of the Securities Act Regulations through the date hereof,
are hereinafter referred to as the "Prospectus," except that if any revised
prospectus or prospectus supplement shall be provided to the Underwriters by
the Company for use in connection with the offering of the Shares which differs
from the Prospectus (whether or not such revised prospectus or prospectus
supplement is required to be filed by the Company pursuant to Rule 424(b) of
the Securities Act Regulations), the term "Prospectus" shall also refer to such
revised prospectus or prospectus supplement, as the case may be, from

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<PAGE> 3

and from time it is first provided to the Underwriters for such use.
Unless the context otherwise requires, all references in this Agreement to
documents, financial statements and schedules and other information which is
"contained," "included," "stated," "described" or "referred to" in the
Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such documents, financial
statements and schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include the filing of any document under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Agreement
which is or is deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be. If the Company elects to rely
on Rule 434 of the Securities Act Regulations, all references to the Prospectus
shall be deemed to include, without limitation, the form of prospectus and the
abbreviated term sheet, taken together, provided to the Underwriters by the
Company in reliance on Rule 434 of the Securities Act Regulations (the "Rule
434 Prospectus"). If the Company files a registration statement to register a
portion of the Shares and relies on Rule 462(b) of the Securities Act
Regulations for such registration statement to become effective upon filing
with the Commission (the "Rule 462 Registration Statement"), then any reference
to "Registration Statement" herein shall be deemed to be to both the
registration statement referred to above (No. 333-20837) and the Rule 462
Registration Statement, as each such registration statement may be amended
pursuant to the Securities Act.

1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE
COMPANY. The Company represents and warrants to each Underwriter as of the
date hereof, as of the date of the applicable Pricing Agreement and as of each
Time of Delivery referred to in Section 3 hereof, and agrees with each
Underwriter as follows:

(a) The Company meets the requirements for use of Form
S-3 under the Securities Act and the Securities Act Regulations and
the conditions for use of Form S-3, as set forth in the general
instructions thereto, have been satisfied. The Company has filed with
the Commission the Registration Statement and has filed such
amendments thereto as may have been required to the date hereof. The
Registration Statement (which includes any post-effective amendment
thereto) has been declared effective by the Commission; 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;

(b) The Registration Statement and the Prospectus, at the
time the Registration Statement and any amendments thereto became
effective and as of the date hereof, as of the date of the applicable
Pricing Agreement and as of each Time of Delivery, complied in all
material respects with the applicable requirements of the Securities
Act and the Securities Act Regulations. The Registration Statement,
at the time the Registration Statement and any amendments thereto
became effective and as of the date hereof, as of the date of the
applicable Pricing Agreement and as of each Time of Delivery, did not,
and will not, contain any untrue statement of a material fact or

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<PAGE> 4

omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Prospectus, at the time the Registration Statement and any amendments
thereto became effective and as of the date hereof, as of the date of
the applicable Pricing Agreement and as of each Time of Delivery
(unless the term "Prospectus" refers to a prospectus which has been
provided to the Underwriters by the Company for use in connection with
the offering of the Shares which differs from the Prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act
Regulations, in which case also at the time the Prospectus is first
provided to the Underwriters for such use) did not, and will not,
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The two preceding sentences do not apply to information
contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in
conformity with written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically
for use therein (the "Underwriters' Information"). For purposes of
this Section 1(b), all references to the Registration Statement, any
post-effective amendments thereto and the Prospectus shall be deemed
to include, without limitation, any electronically transmitted copies
thereof, including, without limitation, any copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis, and
Retrieval system ("EDGAR");

(c) The documents incorporated by reference or deemed to
be incorporated by reference in the Prospectus, when they became
effective and at the time they were filed with the Commission,
complied and will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder (the "Exchange Act Regulations"), and none of
such documents 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; 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 Exchange Act Regulations 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, in
the light of the circumstances under which they were made, not
misleading;

(d) The Company and each of its subsidiaries have been
duly incorporated and are validly existing as corporations in good
standing under the laws of their respective jurisdictions of
incorporation, are duly qualified to do business and are in good
standing as foreign corporations in each jurisdiction in which their
respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power
and authority necessary to own or hold their respective properties and
to conduct the businesses in which they are engaged, except where the
failure to so qualify or have such power or authority would not have,

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<PAGE> 5

singularly or in the aggregate, a material adverse effect on the
financial condition, results of operations or business of the Company
and its subsidiaries taken as a whole;

(e) The Company has an authorized capitalization as set
forth in the Prospectus, and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are not subject to preemptive or
similar rights and conform to the description thereof contained in the
Prospectus;

(f) The Shares have been duly and validly authorized,
and, when the Designated Shares are issued and delivered pursuant to
this Agreement and the Pricing Agreement with respect to such
Designated Shares, such Designated Shares will be duly and validly
issued and fully paid and non-assessable and are not subject to
preemptive or similar rights; the Shares conform to the description
thereof contained in the Registration Statement and the Designated
Shares will conform to the description thereof contained in the
Prospectus as amended or supplemented with respect to such Designated
Shares;

(g) This Agreement has been duly authorized, executed and
delivered by the Company;

(h) The issue and sale of the Shares, and the compliance
by the Company with all of the provisions of this Agreement and any
Pricing Agreement and the consummation of the transactions
contemplated hereby and thereby will not conflict with or result in a
breach or violation 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 Company
or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject and which
conflict, breach, violation or default would have a material adverse
effect on the financial condition, results of operations or business
of the Company and its subsidiaries taken as a whole, nor will such
actions result in any violation of the provisions of the charter or
by-laws of the Company or any of its subsidiaries or any statute or
any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries
or any of their properties or assets; and except for the registration
of the Shares under the Securities Act, such consents, approvals,
authorizations, registrations or qualifications as may be required
under the Exchange Act and applicable state securities laws in
connection with the purchase and distribution of the Shares by the
Underwriters, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or
body is required for the execution, delivery and performance of this
Agreement or any Pricing Agreement and the consummation of the
transactions contemplated hereby and thereby;

(i) The financial statements (including the related notes
and supporting schedules) filed as part of the Registration Statement
or included or incorporated by

- 5 -
<PAGE> 6

reference in the Prospectus present fairly in all material respects
the financial condition and results of operations of the entities
purported to be shown thereby, at the dates and for the periods
indicated, and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis
throughout the periods involved except as disclosed therein;

(j) Other than as set forth or incorporated by reference
in the Registration Statement and in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property or assets of
the Company or any of its subsidiaries is the subject which,
singularly or in the aggregate, are reasonably likely to have a
material adverse effect on the financial condition, results of
operations or business of 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) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any 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, which is
material to 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
Prospectus, there has not been any material change in the capital
stock or long-term debt of the Company or any of its subsidiaries
(other than pursuant to employee stock option and dividend
reinvestment plans or the Company's common stock repurchase program as
set forth or contemplated in the Prospectus) or any material adverse
change, or any development which the Company has reasonable cause to
believe will involve a material adverse change, in or affecting the
management, financial position, stockholder's equity or results of
operations of the Company and its subsidiaries, otherwise than as set
forth or contemplated in the Prospectus;

(l) The accountants who certified the financial
statements and supporting schedules included or incorporated by
reference into the Registration Statement and Prospectus are
independent public accountants as required by the Securities Act and
the Securities Act Regulations; and

(m) Other than as set forth or incorporated by reference
in the Registration Statement and in the Prospectus, there are no
contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to
require the Company to include such securities in the securities
registered pursuant to the Registration Statement or in any securities
being registered pursuant to any other registration statement filed by
the Company under the Securities Act.

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<PAGE> 7

2. PURCHASE BY THE UNDERWRITERS; OPTIONAL SHARES. On the
basis of the representations, warranties and agreements contained herein, and
subject to the terms and conditions set forth herein and upon the execution of
the Pricing Agreement applicable to any Designated Shares, (a) the Company
agrees to issue and sell to the Underwriters, and each of the Underwriters
severally and not jointly, agrees to purchase from the Company, at the price
per share set forth in the applicable Pricing Agreement, the number of Firm
Shares set forth in Schedule I to the applicable Pricing Agreement opposite the
name of each Underwriter (except as otherwise provided in such Pricing
Agreement) and (b) in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Shares as provided below, the
Company agrees to issue and sell to the Underwriters, and each of the
Underwriters severally and not jointly, agrees to purchase from the Company, at
the price per share set forth in the applicable Pricing Agreement, that portion
of the number of Optional Shares as to which such election shall have been
exercised, determined as set forth below.

The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Over-allotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no
event earlier than the First Time of Delivery (as defined in Section 3 hereof)
or, unless the Representatives and the Company otherwise agree in writing,
later than the respective number of business days after the date of such notice
set forth in such Pricing Agreement.

The number of Optional Shares to be added to the number of Firm
Shares to be purchased by each Underwriter as set forth in Schedule I to the
Pricing Agreement applicable to such Designated Shares shall be, in each case,
the number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided, that if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives
may determine to the nearest 100 shares). The total number of Designated
Shares to be purchased by all the Underwriters pursuant to such Pricing
Agreement shall be the aggregate number of Firm Shares set forth in Schedule I
to such Pricing Agreement plus the aggregate number of Optional Shares which
the Underwriters elect to purchase.

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<PAGE> 8

The Company shall not be obligated to deliver any Firm Shares or
Optional Shares, as the case may be, except upon payment for all the Designated
Shares as provided in each Pricing Agreement.

3. DELIVERY OF AND PAYMENT FOR THE SHARES. The Company
shall deliver or cause to be delivered to the Representatives for the account
of each Underwriter certificates for the Firm Shares and the Optional Shares to
be purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement and in such authorized
denominations and registered in such names as the Representatives may request
upon at least twenty-four hours' prior written notice to the Company, against
payment to or upon the order of the Company of the purchase price by certified
or official bank check or wire transfer in same-day funds unless otherwise
specified in the Pricing Agreement (a) with respect to the Firm Shares, all in
the manner and at the place and time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives and
the Company may agree upon in writing, such time and date being herein called
the "First Time of Delivery" and (b) with respect to the Optional Shares, if
any, in the manner and at the time and date specified by the Representatives in
the written notice given by the Representatives of the Underwriters' election
to purchase such Optional Shares, or at such other time and date as the
Representatives and the Company may agree upon in writing, such time and date,
if not the First Time of Delivery, herein called the "Second Time of Delivery."
Each such time and date for delivery is herein called a "Time of Delivery."
Time shall be of the essence, and delivery at the time and place specified
pursuant to this Agreement is a further condition of the obligation of each
Underwriter hereunder. The Company shall make the certificates for the Firm
Shares and the Optional Shares to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto available for inspection by the
Representatives in New York, New York, not later than one full business day
prior to the Time of Delivery.

4. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees
with each of the Underwriters:

(a) Immediately following the execution of the Pricing
Agreement, the Company will prepare a Prospectus Supplement setting
forth the names of the Underwriters participating in the offering, the
number of Shares which each severally has agreed to purchase, the
price at which the Shares are to be purchased by the Underwriters from
the Company, the initial public offering price, the selling concession
and reallowance, if any, any delayed delivery arrangements, and such
other information as the Underwriters and the Company deem appropriate
in connection with the offering of the Shares. The Company will
promptly transmit copies of the Prospectus Supplement to the
Commission for proper filing in accordance with Rule 424 of the
Securities Act Regulations not later than the close of business on the
second business day following execution of the Pricing Agreement or,
if applicable, such earlier date as may be required by Rule 424(b) of
the Securities Act Regulations and will furnish to the Underwriters
named therein as many copies of the Prospectus and such Prospectus
Supplement as the Underwriters shall reasonably request;

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<PAGE> 9

(b) For so long as the delivery of a prospectus is
required in connection with the offering or sale of the Securities,
(i) to advise the Representatives promptly of any proposal to amend or
supplement the registration statement as filed or the related
prospectus or the Registration Statement or the Prospectus and not to
effect such amendment or supplementation to which the Underwriters
reasonably object, (ii) to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Prospectus and
(iii) to advise the Representatives promptly of the receipt of any
comments from the Commission and of any amendment or supplementation
of the Registration Statement or the Prospectus, or of any request by
the Commission therefor; and to advise the Representatives promptly
(i) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose or (ii) any order preventing or
suspending the use of any prospectus relating to the Shares, of the
suspension of the qualification of such Shares for offering or sale in
any jurisdiction and of the initiation or threatening of any
proceeding for any such purpose; and to use best efforts to prevent
the issuance of any stop order or of any such order preventing or
suspending the use of any prospectus relating to the Shares or
suspending any such qualification and, if any such stop order or order
or suspension is issued, to obtain the lifting thereof at the earliest
possible time;

(c) To furnish promptly to each of the Representatives
and counsel for the Underwriters a signed copy of the Registration
Statement as originally filed with the Commission, and for so long as
the delivery of a prospectus is required in connection with the
offering or sale of the Securities, (i) to furnish promptly to each of
the Representatives and counsel for the Underwriters, each amendment
thereto filed with the Commission, including all consents and exhibits
filed therewith and (ii) to deliver promptly without charge to the
Representatives such number of the following documents as the
Representatives may from time to time reasonably request: (A)
conformed copies of the Registration Statement as originally filed
with the Commission and each amendment thereto (in each case excluding
exhibits other than this Agreement, the Pricing Agreement and the
computation of per share earnings); (B) each preliminary prospectus,
the Prospectus and any amended or supplemented Prospectus; and (C) any
document incorporated by reference (or deemed to be incorporated by
reference) in the Prospectus (excluding exhibits thereto);

(d) If the delivery of a prospectus is required at any
time in connection with the sale of the Shares and if at such time any
condition exists or 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, in your view or the view of counsel for the Company, at
such time to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus
in order to

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<PAGE> 10

comply with the Securities Act or the Exchange Act, to notify the
Representatives immediately thereof, and to promptly prepare and file
with the Commission an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect
such compliance, or to file such document for incorporation by
reference into the Prospectus;

(e) To file promptly with the Commission any amendment to
the Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the judgment of the Company or the
Representatives, be required by the Securities Act or requested by the
Commission or advisable in connection with the distribution of the
Shares;

(f) Prior to filing with the Commission any (i) amendment
to the Registration Statement or supplement to the Prospectus or (ii)
any Prospectus pursuant to Rule 424 of the Securities Act Regulations,
to furnish a copy thereof to the Representatives and counsel for the
Underwriters, and not to file any such document to which the
Representatives shall reasonably object after having been given
reasonable notice of the proposed filing thereof; and, during such
time as a prospectus is required to be delivered in connection with
the offer or sale of the Securities, prior to filing with the
Commission any document incorporated by reference in the Prospectus,
to furnish a copy thereof to the Representatives and counsel for the
Underwriters;

(h) For so long as the delivery of a prospectus is
required in connection with the offer or sale of the Shares, to
furnish to the Representatives copies of all materials furnished by
the Company to its shareholders and all public reports and all reports
and financial statements furnished by the Company to the Commission
pursuant to the Exchange Act or the Exchange Act Regulations;

(i) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Shares for
offering and sale under the securities laws of such jurisdictions as
the Representatives may reasonably 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 the Shares; 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;

(j) During the period beginning from the date of the
Pricing Agreement for such Designated Shares and continuing to and
including the Time of Delivery for such Designated Shares, to not,
directly or indirectly, offer for sale, sell, contract to sell or
otherwise dispose of, grant any option for the sale of or file a
registration statement

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<PAGE> 11

for, or announce any offering of, any equity securities of the Company
or any securities of the Company that are substantially similar to the
Designated Shares, including, but not limited to, any securities that
are convertible into or exchangeable for, or that represent the right
to receive, Common Stock or any such substantially similar securities
(other than pursuant to employee stock option plans existing on, or
upon the conversion of convertible or exchangeable securities
outstanding as of, the date of the Pricing Agreement for such
Designated Shares) without the prior written consent of the
Representatives; and

(k) To apply the net proceeds from the sale of the Shares
being sold by the Company as set forth in the Prospectus.

5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The respective
obligations of the several Underwriters of any Designated Shares under the
Pricing Agreement relating to such Designated Shares are subject to the
accuracy, when made and at and as of each Time of Delivery for such Designated
Shares, of the representations and warranties of the Company contained herein,
to the accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder, and to each of the following additional terms and
conditions as of each Time of Delivery:

(a) The Prospectus, as amended or supplemented in
relation to the applicable Designated Shares, shall have been timely
filed with the Commission in accordance with Section 4(a) of this
Agreement and Rule 424(b) of the Securities Act Regulations within the
applicable time period prescribed for such filing by the Securities
Act and the Securities Act Regulations; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with
to the reasonable satisfaction of the Representatives.

(b) All corporate proceedings and other legal matters
incident to the authorization, form and validity of this Agreement,
the Pricing Agreement relating to such Designated Shares, the
Designated Shares, the Registration Statement and the Prospectus, and
all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in
all material respects to counsel for the Underwriters, and the Company
shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such
matters.

(c) David W. Bowman, Esq., General Counsel of the
Company, shall have furnished to the Representatives his written
opinion addressed to the Underwriters and dated as of the date of each
Time of Delivery for such Designated Shares, in form and substance
reasonably satisfactory to the Representatives, to the effect that:

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<PAGE> 12

(i) The Company and each significant subsidiary
of the Company within the meaning of Rule 1-02(w) of
Regulation S-X of the Securities Act Regulations (each
hereinafter referred to as a Subsidiary) is a corporation duly
incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, is duly
qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which its ownership or
lease of property or the conduct of its business requires such
qualification (except where the failure to so qualify would
not have, singularly or in the aggregate, a material adverse
effect on the financial condition, results of operation or
business of the Company and its subsidiaries taken as a
whole), and has the corporate power and authority to own or
hold its property and to carry on its businesses as now
conducted;

(ii) The Company has the authorized capitalization
set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and
are not subject to preemptive or similar rights and conform to
the description thereof contained in the Prospectus;

(iii) The Shares have been duly and validly
authorized, and, when the Designated Shares are issued and
delivered pursuant to this Agreement and the Pricing Agreement
with respect to such Designated Shares, such Designated Shares
will be duly and validly issued and fully paid and non-
assessable and are not subject to preemptive or similar
rights; the Shares conform to the description thereof
contained in the Registration Statement and the Designated
Shares will conform to the description thereof contained in
the Prospectus as amended or supplemented with respect to such
Designated Shares;

(iv) To the best of such counsel's knowledge,
there are no contracts or other documents which are required
to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the
Securities Act Regulations and which have not been so
described or filed;

(v) The issuance and delivery by the Company of
the Designated Shares, the execution, delivery and performance
by the Company of this Agreement and the Pricing Agreement and
the consummation by the Company of the transactions herein and
therein contemplated will not conflict with or result in a
breach or violation of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or similar agreement or instrument known
to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject
and which would have a material adverse effect on the
financial condition, results or operations or business of the
Company and its subsidiaries taken as a whole, nor will such
actions result in any violation of the provisions of the
charter or by-laws of the Company or any of its subsidiaries

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<PAGE> 13

or any statute or any order, rule or regulation known to such
counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or
any of their respective properties or assets;

(vi) Such counsel does not know of any contracts,
agreements or understandings between the Company and any
person granting such person the right to require the Company
to include securities owned or to be owned by such person in
the securities registered pursuant to the Registration
Statement;

(vii) To the best of such counsel's knowledge and
except as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property or
assets of the Company or any of its subsidiaries is subject
which, singularly or in the aggregate, are reasonably likely
to have a material adverse effect on the financial condition,
results of operations or business of the Company and its
subsidiaries taken as a whole; and, to the best of such
counsel's knowledge, no such proceedings are threatened or
contemplated by any governmental authority or body or
threatened by others.

Such opinion shall also include or be accompanied by a
statement to the effect that such counsel has participated in
conferences with representatives of the Company and with
representatives of its independent accountants and counsel at which
conferences the contents of the Registration Statement, the Prospectus
and any amendment and supplement thereto and related matters were
discussed and, while such counsel has not checked the accuracy or
completeness of, or otherwise verified, and is not passing upon, and
assumes no responsibility for, the accuracy or completeness of the
information contained in or incorporated by reference in the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, no facts have come to the attention of such
counsel that have caused him to believe (A) that the Registration
Statement or any amendment thereto (except for the financial
statements, the notes thereto and related schedules and other
financial and statistical data included or incorporated therein by
reference, as to which counsel need not express a belief), at the time
the Registration Statement or any amendment became effective,
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 (B) that the Prospectus or any
amendment or supplement thereto (except for the financial statements,
the notes thereto and related schedules and other financial and
statistical data included or incorporated therein by reference as to
which counsel need not express a belief), as of its date or as of such
Time of Delivery, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

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<PAGE> 14

laws of the United States and except that no opinion is expressed as
to the securities laws of any state. In rendering such opinion or
statement, such counsel may rely as to matters of fact upon
certificates or opinions of responsible officers or counsel of the
Company and of public officials.

(d) Debevoise & Plimpton shall have furnished to the
Representatives their written opinion, as special counsel to the
Company, addressed to the Underwriters and dated as of the date of
each Time of Delivery for such Designated Shares, in form and
substance reasonably satisfactory to the Representatives, to the
effect that:

(i) The Registration Statement was declared
effective under the Securities Act as of the date and time
specified in such opinion; if applicable, the Prospectus was
filed with the Commission pursuant to the subparagraph of Rule
424(b) of the Securities Act Regulations specified in such
opinion on the date specified therein; and no stop order
suspending the effectiveness of such Registration Statement
has been issued and, to the best knowledge of such counsel, no
proceedings for that purpose have been instituted or
threatened by the Commission;

(ii) As of its date and at such Time of Delivery,
each Registration Statement and Prospectus and any further
amendments or supplements to any Registration Statement or
Prospectus made prior to such Time of Delivery (except for the
financial statements, the notes thereto and related schedules
and other financial and statistical data included or
incorporated therein by reference, as to which counsel need
not express an opinion) comply as to form in all material
respects with the requirements of the Securities Act and the
Securities Act Regulations; and each document filed pursuant
to the Exchange Act and incorporated by reference in such
Prospectus (except for the financial statements, the notes
thereto and related schedule and other financial data included
or incorporated therein by reference, as to which counsel need
not express an opinion) as of its respective filing date,
complied as to form in all material respects with the
requirements of the Exchange Act and the Exchange Act
Regulations;

(iii) The Company has the corporate power and
authority to execute and deliver this Agreement and the
Pricing Agreement with respect to the Designated Shares and to
perform its obligations hereunder and thereunder; and all
corporate action required to be taken by the Company for the
due and proper authorization, execution, delivery and
performance of this Agreement and the Pricing Agreement with
respect to the Designated Shares and the consummation of the
transactions contemplated by such documents has been duly and
validly taken;

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

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<PAGE> 15

(v) The Pricing Agreement has been duly
authorized, executed and delivered by the Company;

(vi) The issuance and delivery by the Company of
the Designated Shares, the execution, delivery and performance
by the Company of this Agreement and the Pricing Agreement and
the consummation by the Company of the transactions herein and
therein contemplated will not (A) violate any provision of the
Restated Certificate of Incorporation or By-laws of the
Company or (B) contravene any statute, rule or regulation
known to such counsel;

(vii) Except for the registration of the Shares
under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under the Exchange Act and applicable state
securities laws or those obtained prior to the date of the
opinion as set forth in the opinion in connection with the
purchase and distribution of the Designated Shares being
delivered at such Time of Delivery by the Underwriters, no
consent, approval, authorization or order of, or any filing or
registration with, any governmental agency or body is required
for the valid authorization, issuance and delivery of the
Designated Shares by the Company, the execution, delivery and
performance by the Company of this Agreement or the Pricing
Agreement and the consummation by the Company of the
transactions herein and therein contemplated;

Such opinion shall also include or be accompanied by a
statement to the effect that such counsel has participated in
conferences with representatives of the Company and with
representatives of its independent accountants and counsel at which
conferences the contents of the Registration Statement, the Prospectus
and any amendment and supplement thereto and related matters were
discussed, and while such counsel have not checked the accuracy or
completeness of, or otherwise verified and, are not passing upon, and
assume no responsibility for, the accuracy or completeness of the
information contained in or incorporated by reference in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto (except to the limited extent stated in paragraph (vii)
above), no facts have come to the attention of such counsel that have
caused them to believe (A) that the Registration Statement or any
amendment thereto (except for the financial statements, the notes
thereto and related schedules and other financial and statistical data
included or incorporated therein by reference, as to which counsel
need not express a belief), at the time the Registration Statement or
any amendment became effective, 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 (B) that the Prospectus or any amendment or supplement
thereto (except for the financial statements, the notes thereto and
related schedules and other financial and statistical data included or
incorporated therein by reference, as to which counsel need not

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<PAGE> 16

express a belief), as of its date or as of such Time of Delivery,
contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made, not misleading.

In giving such opinion, such counsel may state that such
opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the
United States (other than laws with respect to federal energy
regulation), except that such counsel expresses no opinion as to the
securities laws of any state. In rendering such opinion or statement,
such counsel may rely as to matters of fact upon certificates or
opinions of responsible officers or counsel of the Company and of
public officials.

(e) The Representatives shall have received from Fried,
Frank, Harris, Shriver & Jacobson, counsel for the Underwriters, such
opinion or opinions, dated as of each Time of Delivery, with respect
to such matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for enabling them to pass upon such matters.

(f) The Company shall have furnished to the
Representatives a letter (the "Initial Letter") of Deloitte & Touche
LLP, addressed to the Representatives and dated the date of the
applicable Pricing Agreement, in form and substance reasonably
satisfactory to the Representatives, substantially to the effect set
forth in Annex A hereto.

(g) The Company shall have furnished to the
Representatives a letter (as used in this paragraph, the "Bring-Down
Letter") of Deloitte & Touche LLP, dated as of the date of the Pricing
Agreement for the Designated Shares and at each Time of Delivery for
such Designated Shares, in form and substance reasonably satisfactory
to the Representatives and addressed to the Underwriters (i)
confirming that they are independent public accountants with respect
to the Company and its subsidiaries within the meaning of Rule 101 of
the Code of Professional Conduct of the AICPA and its interpretations
and rulings and are in compliance with the applicable requirements
relating to the qualification of accountants in Rule 2-01 of
Regulation S-X of the Securities Act Regulations, (ii) stating, as of
the date of the Bring-Down Letter (or, with respect to matters
involving changes or developments since the respective dates as of
which specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date of the Bring-Down
Letter), that the conclusions and findings of such firm with respect
to the financial information and other matters covered by the Initial
Letter are accurate, (iii) confirming in all material respects the
conclusions and findings set forth in the Initial Letter and (iv)
confirming they have performed certain procedures with respect to
certain amounts, percentages and financial information specified by
the Representatives and have found such amounts, percentages and
financial information to be in agreement with the records of the
Company.

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<PAGE> 17

(h) The Company shall have furnished to the
Representatives a certificate, dated as of each Time of Delivery, of
its Chairman of the Board, its President or an Executive Vice
President and its chief financial officer stating that (i) such
officers have carefully examined the Registration Statement, the
Prospectus, this Agreement and the Pricing Agreement, (ii) in their
opinion, as of each Time of Delivery, (A) the Registration Statement,
including the documents incorporated therein by reference, does not
include any untrue statement of a material fact and did not omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (B) the Prospectus,
including the documents incorporated therein by reference, does not
include any untrue statement of a material fact and did not omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, and since the Effective Time, no
event has occurred which should have been set forth in a supplement or
amendment to the Registration Statement or the Prospectus and which
has not been so set forth and (iii) to the best of his or her
knowledge after reasonable investigation, as of each Time of Delivery,
the representations and warranties of the Company in this Agreement
are true and correct, the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to each Time of Delivery, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to
the best of his or her knowledge, are contemplated by the Commission,
and subsequent to the date of the most recent financial statements in
the Prospectus, there has been no material adverse change in the
financial position or results of operation of the Company and its
subsidiaries taken as a whole, or any change, or any development
including a prospective change, in or affecting the financial
condition, results of operations or business of the Company and its
subsidiaries taken as a whole, except as set forth in the Prospectus.

(i) Since the respective dates as of which information is
given in the Registration Statement (exclusive of any amendment
thereof) and the Prospectus (exclusive of any supplement thereto),
there shall not have been any change (other than pursuant to employee
stock option and dividend re-investment plans or the Company's common
stock repurchase plan, as set forth or contemplated in the Prospectus)
in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective
change, in or affecting the financial condition, results of operations
or business of the Company and its subsidiaries taken as a whole, the
effect of which, in any such case described above, is, in the judgment
of the Representatives, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Designated Shares on the terms and in the manner
contemplated in the Prospectus (as amended or supplemented).

(j) Subsequent to the date of the Pricing Agreement
relating to the Designated Shares, (i) no downgrading shall have
occurred in the rating accorded any of the Company's debt securities
by any "nationally recognized statistical rating

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<PAGE> 18

organization," as that term is defined by the Commission for purposes
of Rule 436(g)(2) of the Securities Act Regulations 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 any of the
Company's debt securities.

(k) Subsequent to the execution and delivery of the
Pricing Agreement relating to the Designated Shares, 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 the Commission, by such exchanges or
market or by any other regulatory body or governmental authority
having jurisdiction, or trading in securities of the Company on any
exchange or in the over-the-counter market shall have been suspended
or (ii) a general moratorium on commercial banking activities shall
have been declared by Federal or New York State or Oklahoma State
authorities or (iii) an outbreak or escalation of hostilities or a
declaration by the United States 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 in the United States shall be such) as to make it,
in the judgment of the Representatives, impracticable or inadvisable
to proceed with the public offering or the delivery of the Designated
Shares on the terms and in the manner contemplated in the Prospectus.

All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

6. TERMINATION. The obligations of the Underwriters
hereunder may be terminated by the Representatives, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Designated Shares pursuant to a Pricing Agreement if, prior
to that time, any of the events described in Sections 5(i), 5(j) or 5(k) shall
have occurred.

7. DEFAULTING UNDERWRITERS. (a) If any Underwriter or
Underwriters default in its or their obligation to purchase the Firm Shares or
the Optional Shares which it has agreed to purchase under the Pricing Agreement
relating to such Designated Shares, the Representatives may make arrangements
for the purchase of such Firm Shares or Optional Shares, as the case may be, by
other persons satisfactory to the Company and the Representatives, including
any of the Underwriters, but if no such arrangements are made by the Time of
Delivery, then each remaining non-defaulting Underwriter shall be severally
obligated to purchase the Firm Shares or Optional Shares, as the case may be,
which the defaulting Underwriter or Underwriters agreed but failed to purchase
in the respective proportions which the number of Firm Shares or Optional
Shares, as the case may be, set forth opposite the name of each remaining non-
defaulting Underwriter in Schedule I of the applicable Pricing Agreement bears
to the aggregate number of Firm Shares or Optional

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<PAGE> 19

Shares, as the case may be, set forth opposite the names of all the remaining
non-defaulting Underwriters in Schedule I of the applicable Pricing Agreement;
provided, however, that the remaining non-defaulting Underwriters shall not be
obligated to purchase any of the Firm Shares or Optional Shares, as the case
may be, if the aggregate number of Firm Shares or Optional Shares, as the case
may be, which the defaulting Underwriter or Underwriters agreed but failed to
purchase on such date exceeds one-tenth of the aggregate number of the Firm
Shares or Optional Shares, as the case may be, to be purchased, and any
remaining non-defaulting Underwriter shall not be obligated to purchase in
total more than 110% of the number of the Firm Shares or Optional Shares, as
the case may be, which it agreed to purchase, pursuant to the terms of Section
2. If the foregoing maximums are exceeded and the remaining Underwriters or
other underwriters satisfactory to the Representatives and the Company do not
elect to purchase, within 36 hours after such default, the Firm Shares or
Optional Shares, as the case may be, which the defaulting Underwriter or
Underwriters agreed but failed to purchase, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the Company,
except that the Company will continue to be liable for the payment of expenses
to the extent set forth in Sections 8 and 12 and except that the provisions of
Sections 9 and 10 shall not terminate and shall remain in effect. As used in
this Agreement, the term "Underwriter" includes, for all purposes of this
Agreement unless the context otherwise requires, any party not listed in
Schedule I of the applicable Pricing Agreement who, pursuant to this Section 7,
purchases the Firm Shares or Optional Shares, as the case may be, which a
defaulting Underwriter agreed but failed to purchase.

(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other Underwriters are obligated or agree to purchase the Firm Shares or
Optional Shares, as the case may be, of a defaulting Underwriter, either the
Representatives or the Company may postpone the Time of Delivery for up to
seven full business days in order to effect any changes that in the opinion of
counsel for the Company or counsel for the Underwriters may be necessary in the
Registration Statement, the Prospectus or in any other document or arrangement,
and the Company agrees to file promptly any amendment or supplement to the
Registration Statement or the Prospectus that effects any such changes.

8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If (a) the
Company shall fail to tender the Designated Shares for delivery to the
Underwriters for any reason permitted under this Agreement or (b) the
Underwriters shall decline to purchase the Designated Shares for any reason
permitted under this Agreement (including the termination of this Agreement
pursuant to Section 6) and the Pricing Agreement, the Company shall reimburse
the Underwriters for the fees and expenses of their counsel and for such other
out-of-pocket expenses as shall have been reasonably incurred by them in
connection with this Agreement and the Pricing Agreement and the proposed
purchase of the Designated Shares, and upon demand the Company shall pay the
full amount thereof to the Representatives. If this Agreement is terminated
pursuant to Section 7 by reason of the default of one or more Underwriters, the
Company shall not be obligated to reimburse the Underwriters on account of
those expenses.

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<PAGE> 20

9. INDEMNIFICATION. (a) The Company shall indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 9(a) and Section 10 as
an Underwriter), from and against any loss, claim, damage or liability, joint
or several, or any action in respect thereof (including, without limitation,
any loss, claim, damage, liability or action relating to purchases and sales of
the Shares), to which that Underwriter may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement as originally filed or in any amendment or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (ii) any untrue statement or alleged
untrue statement of material fact contained in any preliminary prospectus, any
preliminary prospectus supplement or the Prospectus (or amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and shall reimburse
each Underwriter promptly upon demand for any legal or other expenses
reasonably incurred by that Underwriter in connection with investigating or
defending or preparing to defend against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any preliminary prospectus,
preliminary prospectus supplement, Registration Statement (as originally filed
or in any amendment or supplement thereto) or the Prospectus (as originally
filed or in any amendment or supplement thereto) in reliance upon and in
conformity with any Underwriters' Information; and provided, further, that with
respect to any such untrue statement or alleged untrue statement in or omission
or alleged omission from the preliminary prospectus or preliminary prospectus
supplement, the indemnity agreement contained in this Section 9(a) shall not
inure to the benefit of any Underwriter to the extent that the sale to the
person asserting any such loss, claim, damage, liability or action was a sale
by such Underwriter and any such loss, claim, damage, liability or action of or
with respect to such Underwriter results from the fact that both (A) to the
extent required by applicable law, a copy of the Prospectus (as amended or
supplemented) was not sent or given to such person at or prior to the written
confirmation of the sale of such Securities to such person (if the Company has
previously furnished copies thereof sufficiently in advance of the Closing Time
to allow for distribution of the Prospectus in a timely manner) and (B) the
untrue statement or alleged untrue statement in or omission or alleged omission
from the preliminary prospectus or preliminary prospectus supplement was
corrected in the Prospectus (as amended or supplemented) unless, in either
case, such failure to deliver the Prospectus (as amended or supplemented) was a
result of non-compliance by the Company with Section 4(c).

(b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, its directors, each officer of the
Company who signed the Registration

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<PAGE> 21

Statement and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively referred to for
purposes of this Section 9(b) and Section 10 as the Company), from and against
any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Company may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement as originally filed or in any amendment or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (ii) any untrue statement or alleged
untrue statements of material fact contained in any preliminary prospectus, any
preliminary prospectus supplement or the Prospectus (as originally filed or in
any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, but
in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Underwriter expressly for use therein, and shall reimburse the Company
promptly upon demand for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending or preparing to defend
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party pursuant to Section 9(a) or 9(b), notify the
indemnifying party in writing of the claim or the commencement of that action;
provided, however, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have under this Section 9 except to
the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and, provided, further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 9. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Section 9 for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that an indemnified party shall have the
right to employ its own counsel in any such action (in which case, if such
indemnified party is indemnified pursuant to Section 9(a) above, counsel to the
indemnified party shall be selected by the Representatives or if such
indemnified party is indemnified pursuant to Section 9(b) above, counsel to the
indemnified party shall be selected by the Company), but the fees and expenses

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<PAGE> 22

of such separate counsel shall be paid by such indemnified party unless (i) the
employment of counsel by the indemnified party and the payment of fees and
expenses by the indemnifying party has been authorized in writing by the
indemnifying party, (ii) the indemnified party has reasonably concluded (based
on advice of counsel for the indemnified party) that there may be legal
defenses available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (iii) a conflict
or potential conflict exists (based on advice of counsel for the indemnified
party) between the indemnified party and the indemnifying party, or (iv) the
indemnifying party has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the election of
the indemnifying party to assume the defense of the action, in each of which
cases the indemnifying party will not have the right to direct the defense of
such action on behalf of the indemnified party and the reasonable fees and
expenses of counsel will be at the expense of the indemnifying party or
parties. It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than
one separate firm of attorneys (in addition to any local counsel) at any one
time for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 9(a) and 9(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, but
if settled with its written consent or if there is a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss, claim, damage or
liability by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party, which shall
not be unreasonably withheld, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could
reasonably have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement (i) includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

The obligations of the Company and the Underwriters in this Section 9
and in Section 10 are in addition to any other liability that the Company or
the Underwriters, as the case may be, may otherwise have, including in respect
of any breaches of representations, warranties and agreements made herein by
any such party.

- 22 -

<PAGE> 23

the Company on the one hand and the Underwriters on the other with respect to
the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other with respect to such offering shall
be deemed to be in the same proportion as the total net proceeds from the
offering of the Designated Shares purchased under the applicable Pricing
Agreement (before deducting expenses) received by or on behalf of the Company,
on the one hand, and the total discounts and commissions received by the
Underwriters with respect to the Designated Shares purchased under the
applicable Pricing Agreement, on the other, bear to the total gross proceeds
from the sale of the Designated Shares under the applicable Pricing Agreement,
in each case as set forth in the table in the Prospectus Supplement. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to the Company or information
supplied by the Company on the one hand or to any Underwriters' Information on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.

The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 10 were to be 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 into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 10
shall be deemed to include, for purposes of this Section 10, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 10, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
discounts and commissions received by such Underwriter with respect to the
Designated Shares purchased by it under the applicable Pricing Agreement
exceeds the amount of any damages which such Underwriter has otherwise paid or
become liable to pay by reason of any 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 Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute as provided in
this Section 10 are several in proportion to their respective underwriting
obligations and not joint.

11. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This
Agreement shall inure to the benefit of and be binding upon the Underwriters,
the Company, and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Company and their respective
successors and the controlling persons and officers and directors referred to
in Sections 9 and 10 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of the Securities from any
Underwriter shall be deemed a successor by reason merely of such purchase.

- 23 -

<PAGE> 24

12. EXPENSES. The Company agrees with the Underwriters to
pay (a) the costs incident to the authorization, issuance, sale, preparation
and delivery of the Shares and any taxes payable in that connection; (b) the
costs incident to the preparation, printing and filing under the Securities Act
of the Registration Statement and the Prospectus and any amendments and
exhibits thereto; (c) the costs of distributing the Registration Statement as
originally filed and each amendment thereto and any post-effective amendments
thereof (including, in each case, exhibits), any preliminary prospectus, the
Prospectus and any amendment or supplement to the Prospectus, all as provided
in this Agreement; (d) the costs of printing, reproducing and distributing this
Agreement and any other underwriting and selling group documents by mail, telex
or other means of communications; (e) the filing fees incident to securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of sale of the Shares; (f) any applicable listing or other fees, if any;
(g) the fees and expenses of qualifying the Shares under the securities laws of
the several jurisdictions as provided in Section 4(i) and of preparing,
printing and distributing Blue Sky Memoranda and Legal Investment Surveys
(including related fees and expenses of counsel for the Underwriters); and (h)
all other costs and expenses incident to the performance of the obligations of
the Company under this Agreement; provided, that except as otherwise provided
in this Section 12 and in Section 8, the Underwriters shall pay their own costs
and expenses, including the costs and expenses of their counsel, any transfer
taxes on the Shares which they may sell and the expenses of advertising any
offering of the Shares made by the Underwriters.

13. SURVIVAL. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company and the
Underwriters contained in this Agreement and each Pricing Agreement or made by
or on behalf on them, respectively, pursuant to this Agreement and each Pricing
Agreement, shall survive the delivery of and payment for the Designated Shares
under the applicable Pricing Agreement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any of them or any person controlling any
of them.

14. NOTICES, ETC. All statements, requests, notices and
agreements hereunder shall be in writing, and:

(a) notices to the Underwriters shall be directed to the
Underwriters at the address indicated in the applicable Pricing
Agreement; and

(b) notices to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company
set forth in the Registration Statement, Attention: Senior Vice
President, General Counsel and Secretary.

15. DEFINITIONS OF CERTAIN TERMS. For purposes of this
Agreement, (a) "business day" means any day on which the New York Stock
Exchange, Inc. is open for

- 24 -

<PAGE> 25

trading and (b) "subsidiary" has the meaning set forth in Rule 405 of the
Securities Act Regulations.

16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

17. COUNTERPARTS. Each Pricing Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.

18. HEADINGS. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.

Very truly yours,

MAPCO INC.

By _____________________________________________

Name:

Title:

- 25 -

<PAGE> 26

ANNEX A

[Form of Initial Comfort Letter]

The Company shall have furnished to the Representatives a
letter of Deloitte & Touche LLP, addressed to the Representatives and dated the
date of the Agreement, in form and substance satisfactory to the
Representatives, substantially to the effect set forth below:

(i) they are independent certified public
accountants with respect to the Company within the meaning of
Rule 101 of the Code of Professional Conduct of the AICPA and
its interpretations and rulings;

(ii) in their opinion, the audited financial
statements [and pro forma financial information] included in
the Registration Statement and the Prospectus (each as amended
or supplemented) or the documents incorporated by reference
therein and reported on by them comply in form in all material
respects with the accounting requirements of the Exchange Act
and the related published rules and regulations of the
Commission thereunder;

(iii) based upon a reading of the latest unaudited
financial statements made available by the Company, the
procedures of the AICPA for a review of interim financial
information as described in Statement of Auditing Standards
No. 71, reading of minutes and inquiries of certain officials
of the Company who have responsibility for financial and
accounting matters and certain other limited procedures
requested by the Representatives and described in detail in
such letter, nothing has come to their attention that causes
them to believe that (A) any unaudited financial statements
included in the Registration Statement and the Prospectus
(each as amended or supplemented) or the documents
incorporated by reference therein do not comply as to form in
all material respects with applicable accounting requirements,
(B) any material modifications should be made to the unaudited
financial statements included in the Registration Statement
and the Prospectus (each as amended or supplemented) or the
documents incorporated by reference therein for them to be in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements included in the Registration
Statement and the Prospectus (each as amended or supplemented)
or the documents incorporated by reference therein, or (C) the
information included under the headings ["Summary-Summary
Financial Data," "Selected Financial Data," "Ratio of Earnings
to Fixed Changes," and "Management-Executive Compensation"] is
not in conformity with the disclosure requirements of
Regulation S-K;

<PAGE> 27

attention that causes them to believe that (A) at a specified
date not more than five business days prior to the date of
such letter, there was any change in capital stock, increase
in long-term debt or decrease in net current assets as
compared with the amounts shown in the ___________________ __,
199_ unaudited balance sheet included in the Registration
Statement and the Prospectus (each as amended or supplemented)
or the documents incorporated by reference therein, or (B) for
the period from ____________ __, 199_ to a specified date not
more than five business days prior to the date of such letter,
there were any decreases, as compared with the corresponding
period in the preceding year, in net sales, income from
operations or net income, except in all instances for changes,
increases or decreases that the Registration Statement and the
Prospectus (each as amended or supplemented) or the documents
incorporated by reference therein discloses have occurred or
may occur or which are set forth in such letter, in which case
the letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said explanation
is not deemed unnecessary by the Representatives;

(v) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company) set forth in the Registration Statement and the
Prospectus (each as amended or supplemented) or the documents
incorporated by reference therein agrees with the accounting
records of the Company, excluding any questions of legal
interpretation [; and] [.]

[(vi) on the basis of a reading of the unaudited
pro forma financial information included in the Registration
Statement and the Prospectus (each as amended or supplemented)
or the documents incorporated by reference therein, carrying
out certain specified procedures, reading of minutes and
inquiries of certain officials of the Company who have
responsibility for financial and accounting matters and
proving the arithmetic accuracy of the application of the pro
forma adjustments to the historical amounts in the pro forma
financial information, nothing came to their attention which
caused them to believe that the pro forma financial
information does not comply in form in all material respects
with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation
of such information.]

- 2 -
<PAGE> 28

Exhibit A

Pricing Agreement

[Names and addresses of Representatives]

. . . . . . . . . , 19..

Ladies and Gentlemen:

MAPCO Inc., a Delaware corporation (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
.......... , 19.. (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Shares
specified in Schedule II hereto (the "Designated Shares" consisting of Firm
Shares and any Optional Shares the Underwriters may elect to purchase). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this 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 which refers to the Prospectus in Section 1 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 Shares which 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.

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

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the number of Firm Shares set forth opposite the name of such
Underwriter in Schedule I hereto and (b) in the event and to the extent that
the Underwriters shall exercise the election to purchase Optional Shares, as
provided below, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company at the purchase price to the Underwriters set
forth in Schedule II hereto that portion of the number of Optional Shares as to
which such election shall have been exercised.

The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms
referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised by written notice from the Representatives to
the Company given within a period of 30 calendar days after the date of this
Pricing Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by the Representatives, but in no event earlier than the First Time
of Delivery or, unless the Representatives and the Company otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.

<PAGE> 29

If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and one for each of the Representatives plus
one for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter 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 and the Company. It is understood that your acceptance of this
letter 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,

MAPCO INC.

By:...........................................

Name:

Title:

Accepted as of the date hereof:

Name(s) of Representatives(s)

By: . . . . . . . . . . . . . . . . . . . . . . . . . .

[ ]

On behalf of each of the Underwriters

- 2 -
<PAGE> 30

SCHEDULE I

<TABLE>
<CAPTION>
Maximum Number
of Optional
Number of Shares Which
Firm Shares May be
Underwriter to be Purchased Purchased
----------- --------------- ---------
<S> <C> <C>

Name(s) of Representative(s) . . . . . . . . . . . . . . . . . .

Names of other Underwriters . . . . . . . . . . . . . . . . . . .

--------------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
=============== =========
</TABLE>

<PAGE> 31

SCHEDULE II

Title of Designated Shares:

Number of Designated Shares:

Number of Firm Shares:

Maximum Number of Optional Shares:

Initial Offering Price to Public:

$........ per Share

Purchase Price by Underwriters:

$........ per Share

Commission Payable to Underwriters:

$........ per Share in Federal (same day) funds

Form of Designated Shares:

Definitive form, to be made available for checking [and packaging] at least
twenty-four hours prior to the Time of Delivery at the office of [The
Depository Trust Company or its designated custodian] [the Representative(s)]

Specified Funds for Payment of Purchase Price:

Federal (same day) funds

[Describe any blackout provisions with respect to the Designated Shares]

Time of Delivery:

......... a.m. (New York City time), .................., 19..

Closing Location:

Names and Addresses of Representative(s):

Designated Representative(s):

Address for Notices, etc.:

[Other Terms]* :

__________________________________

* A description of particular tax, accounting or other unusual features
(including any event risk provisions) of the Designated Shares should
be set forth, or referenced to an attached or accompanying
description, if necessary, to ensure agreement as to the terms of the
Designated Shares to be purchased and sold. Such a description might
appropriately be in the form in which such features will be described
in the Prospectus Supplement for the offering.

<PAGE> 1

EXHIBIT 4.5.1

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

MAPCO INC.

THE FIRST NATIONAL BANK OF CHICAGO, Trustee

SENIOR INDENTURE

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

Dated as of February 25, 1997

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

Providing for Issuance of
Debt Securities in Series

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

Reconciliation and tie between Senior Indenture, dated as of February 25,
1997 (the "Indenture") and the Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
Trust Indenture Act Indenture
of 1939 Section Section
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8; 6.10;
TIA

311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4; 9.7; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . 5.2; 5.8
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . 5.2; 5.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9; 5.10
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3

318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12; TIA
</TABLE>

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

This reconciliation and tie section does not constitute part of the
Indenture.
<PAGE> 4
TABLE OF CONTENTS

ARTICLE 1 Definitions and Other Provisions of General Application . . . . . . . . . . . . . . . . . . . . . 1
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.3. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.5. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.7. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.8. Successor and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.9. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.11. Incorporators, Stockholders, Officers and Directors of the Company Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.12. Governing Law; Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 20
1.13. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.14. Moneys of Different Currencies to Be Segregated . . . . . . . . . . . . . . . . . . . . . . . . 21
1.15. Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.16. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 2 Security Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.2. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . 22
2.3. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.4. Form of Legend for Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 3 The Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . 29
3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.5. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.6. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.7. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . 41
3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

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<PAGE> 5

<TABLE>
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3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.11. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.12. Currency and Manner of Payment in Respect of Securities . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 4 Satisfaction, Discharge and Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
4.1. Termination of Company's Obligations Under the Indenture . . . . . . . . . . . . . . . . . . . 47
4.2. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
4.4. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.5. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
4.6. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . 51
4.7. Deposited Money and Government Obligations to Be Held in Trust . . . . . . . . . . . . . . . . 53
4.8. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
4.9. Indemnity for Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
4.10. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE 5 Defaults and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.2. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . 58
5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.5. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . 59
5.6. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.7. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.8. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.9. Limitation on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.10. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.11. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.12. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.15. Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE 6 The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
6.1. Certain Duties and Responsibilities of the Trustee . . . . . . . . . . . . . . . . . . . . . . 64
6.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
6.3. Trustee May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.4. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.5. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.6. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
</TABLE>

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6.7. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.8. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.9. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
6.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . 71
6.12. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . 72
6.13. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE 7 Consolidation, Merger or Sale by the Company . . . . . . . . . . . . . . . . . . . . . . . . . 74
7.1. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 8 Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.1. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 75
8.2. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . 77
8.3. Compliance with Trust Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
8.4. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
8.5. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
8.6. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . 79
8.7. Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

ARTICLE 9 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
9.1. Payment of Principal, Premium, if any, and Interest . . . . . . . . . . . . . . . . . . . . . . 80
9.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
9.3. Money for Securities Payments to Be Held in Trust; Unclaimed Money . . . . . . . . . . . . . . 82
9.4. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
9.5. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
9.6. Restrictions on Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . 86
9.7. Annual Review Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

ARTICLE 10 Holders' Lists and Reports by Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . 87
10.1. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . 87
10.2. Preservation of Information, Communications to Holders . . . . . . . . . . . . . . . . . . . . . 88
10.3. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
10.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE 11 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
</TABLE>

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11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.3. Selection of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
11.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11.6. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE 12 Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
12.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
12.2. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . 94
12.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

ARTICLE 13 Meetings of Holders of Bearer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
13.1. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
13.2. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
13.3. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
13.4. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.5. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . . 98
13.6. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 99

ARTICLE 14 Conversion or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
14.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
14.2. Exercise of Conversion or Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . 100
14.3. No Fractional Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
14.4. Adjustment of Conversion or Exchange Price; Consolidation or Merger . . . . . . . . . . . . . . 103
14.5. Notice of Certain Corporate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
14.6. Reservation of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
14.7. Payment of Certain Taxes Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . 105
14.8. Duties of Trustee Regarding Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . . 106
14.9. Repayment of Certain Funds Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . 106
</TABLE>

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SENIOR INDENTURE (the "Indenture"), dated as of

February 25, 1997, between MAPCO INC., a Delaware corporation (the "Company"),
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as
Trustee (the "Trustee").

Recitals

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

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

For and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed
as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1. Definitions. (a) For all purposes
of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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

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

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect in the United States of
America from time to time; provided that when two or more principles
are so

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<PAGE> 9
generally accepted, it shall mean that set of principles consistent
with those in use by the Company; and

(4) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

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

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 6.13.

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

"Bearer Security" means any Security issued hereunder
which is payable to bearer.

"Board" or "Board of Directors" means the Board of
Directors of the Company, or any duly authorized committee thereof.

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

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<PAGE> 10
"Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of
Payment or particular location are authorized or obligated by law, regulation
or executive order to close.

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

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

"Company Order" and "Company Request" mean, respectively,
a written order or request signed in the name of the Company by two Officers,
one of whom must be the Chairman of the Board, the President, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a
Vice President, the Treasurer or the Secretary of the Company.

"consent", "waive" and "rescind", when used with respect
to the consent, waiver or rescission of or by the Holders of a specified
percentage in aggregate principal amount of Securities of any series issuable
as Bearer Securities, shall mean any of (i) a favorable vote with respect to
such consent, waiver or rescission, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
13, by the Holders of the applicable percentage in aggregate principal amount
of such Securities specified in the third paragraph of Section 13.4; (ii)
written consents, waivers or rescissions of or by the Holders of such specified
percentage in aggregate principal amount of such Securities; and (iii) a
combination of the favorable vote with respect to such consent, waiver or
rescission, at any meeting of Holders of Securities of such series duly called
and held in accordance with the provisions of Article 13, by the Holders

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<PAGE> 11
of less than the applicable percentage in aggregate principal amount of such
Securities specified in the third paragraph of Section 13.4 and written
consents, waivers or rescissions of other Holders of such Securities, where the
sum of the percentage of such Holders so voting in favor and the percentage of
such Holders signing such written consents, waivers or rescissions is equal to
at least such specified percentage.

"Consolidated Net Tangible Assets" means the total amount
of assets appearing in the consolidated balance sheet of the Company and its
Subsidiaries (less applicable reserves for depreciation and other asset
valuation reserves), after deducting therefrom (i) all current liabilities
(excluding any current liabilities that are by their terms extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and its Subsidiaries and prepared in
accordance with generally accepted accounting principles.

"Corporate Trust Office" means an office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at 14 Wall
Street, 8th Floor, Window 2, New York, New York 10005, Attention: Corporate
Trust Administration.

"currency unit" for all purposes of this Indenture shall
include any composite currency, including, without limitation, ECU.

"Debt" means, with respect to any Person, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, promissory notes or other similar
instruments, including obligations so evidenced that are incurred in connection
with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; and (iv) every obligation of the type referred to in clauses (i)
through (iii) of another Person the payment of which such Person has guaranteed
or for which such Person is responsible, as obligor or otherwise;

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<PAGE> 12
provided that Debt shall not include accounts payable or liabilities to trade
creditors of any entity.

"Default" means any event which is, or after notice or
passage of time, or both, would be, an Event of Default.

"Depositary", when used with respect to the Securities of
or within any series issuable or issued in whole or in part in global form,
means the Person designated as Depositary by the Company pursuant to Section
3.1(b) until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter shall mean or include
each Person which is then a Depositary hereunder, and if at any time there is
more than one such Person, shall be a collective reference to such Persons.

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

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

"European Monetary System" means the European Monetary
System established by the Resolution of December 5, 1978 of the Council of the
European Communities.

"Exchange Rate Certificate" means a certificate, signed by
a Responsible Officer of the Trustee, setting forth (i) the applicable Market
Exchange Rate or the applicable bid quotation and (ii) the Dollar amount of
principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount in
the relevant currency or currency unit), that would be payable with respect to
a Security of the applicable series on the basis of such Market Exchange Rate
or the applicable bid quotation.

"Foreign Currency" means any currency issued by the
government of one or more countries other than the United States or by any
recognized confederation or association of such governments.

"Funded Debt" means all Indebtedness (i) maturing one year
or more from the date of the creation thereof, (ii) directly or indirectly
renewable or extendible, at the

5
<PAGE> 13
option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the
creation thereof, (iii) under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or
more or (iv) evidenced by commercial paper backed by such a revolving credit or
similar agreement.

"Government Obligations" means securities which are (i)
direct obligations of the United States or, if specified as contemplated by
Section 3.1, the government which issued the currency in which the Securities
of a particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States or, if
specified as contemplated by Section 3.1, such government which issued the
foreign currency in which the Securities of a particular series are payable,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States or such other government, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation
evidenced by such depository receipt.

"Holder" means, with respect to a Bearer Security, a
bearer thereof or of an interest coupon appertaining thereto and, with respect
to a Registered Security, a Person in whose name a Security is registered on
the Register.

"Indenture" means this Indenture as amended and restated
hereby or as amended, waived or supplemented from time to time and shall
include and incorporate by reference the forms and terms of particular series
of Securities established as contemplated hereunder.

"Indexed Security" means a Security the terms of which
provide that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance.

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<PAGE> 14
"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, means
interest payable after maturity and, when used with respect to any other
Security, means the interest payable thereon in accordance with its terms.

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

"Market Exchange Rate" means, unless otherwise specified
with respect to any Securities pursuant to Section 3.1, (i) for a conversion of
any currency unit into Dollars, the exchange rate between the relevant currency
unit and Dollars calculated by the method specified pursuant to Section 3.1 for
the Securities of the relevant series, and (ii) for a conversion of any Foreign
Currency into Dollars, the applicable exchange rate between such Foreign
Currency and Dollars set forth under the heading, "Currency Trading -- Exchange
Rates" in the "Money & Investing" section of The Wall Street Journal (or in
such other section of The Wall Street Journal in which foreign currency
exchange rates may be regularly published from time to time) as of the most
recent available date, in each case as determined by the Trustee. Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, in
the event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i) and (ii), the Trustee shall use the average of the
quotations from at least three major banks acceptable to the Company in The
City of New York (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Trustee and the Company shall deem
appropriate.

"Maturity", when used with respect to any Security, means
the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

"Officer" means the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company.

"Officers' Certificate", when used with respect to the
Company, means a certificate signed by two Officers, one

7
<PAGE> 15
of whom must be the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice
President, the Treasurer or the Secretary of the Company.

"Opinion of Counsel" means a written opinion, which may
have qualifications customary for opinions of the type required and counsel
delivering such opinion may rely on certificates of the Company or government
or other officials customary for opinions of the type required, from the
general counsel of the Company or other legal counsel who is reasonably
acceptable to the Trustee. Such counsel may be an employee of or counsel to
the Company.

"Original Issue Discount Security" means any Security
which provides for an amount less than the stated principal amount thereof to
be due and payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2.

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

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

(ii) Securities, or portions thereof, for whose payment
or redemption money or Government Obligations (as provided for in
Section 4.6) in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities
and any interest coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provisions therefor satisfactory
to the Trustee have been made;

(iii) Securities, except to the extent provided in
Sections 4.4 and 4.5, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article 4; and

(iv) Securities which have been replaced or paid
pursuant to Section 3.6 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser

8
<PAGE> 16
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Certificate, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (w) above) of
such Security, (y) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 3.1, and (z) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

9
<PAGE> 17
"Paying Agent" means any Person authorized by the Company
to pay the principal of, premium, if any, interest, if any, and any other
payments due on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a
series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula or formulae for
determining the rate or rates of interest thereon, if any, the Maturity
thereof, the redemption provisions, if any, and any other terms specified as
contemplated by Section 3.1, with respect thereto, are to be determined by the
Company upon the issuance of such Securities.

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

"Place of Payment", when used with respect to the
Securities of or within any series, means the place or places where the
principal of, premium, if any, interest and any other payments due on such
Securities are payable as specified as contemplated by Sections 3.1 and 9.2.

"Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

10
<PAGE> 18

pollution control or revenue bonds), which would be reflected on a consolidated
balance sheet of the Company and its Subsidiaries prepared in accordance with
generally accepted accounting principles, excluding all such tangible property
(a) located outside the United States, (b) having a gross book value (without
deduction of any applicable depreciation reserves) on the date as of which the
determination is being made of less than 1% of Consolidated Net Tangible
Assets or (c) which, in the opinion of the Board of Directors set forth in a
Board Resolution, is not material to the Company and its consolidated
Subsidiaries taken as a whole.

"Redemption Date", when used with respect to any Security
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security
to be redeemed, in whole or in part, means the price at which it is to be
redeemed pursuant to this Indenture.

"Registered Security" means any Security issued hereunder
and registered as to principal and interest in the Register.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the
Trustee, shall mean any vice president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, any trust officer or assistant trust
officer, or any officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also shall mean,
with respect to a particular corporate trust matter, any officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

"Restricted Subsidiary" means any Subsidiary which is
incorporated under the laws of any State of the United States or of the
District of Columbia, and which owns a Principal Property.

"Security" or "Securities" has the meaning stated in the
first recital of this Indenture and more particularly

11
<PAGE> 19
means a Security or Securities of the Company issued, authenticated and
delivered under this Indenture.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

"Subsidiary" of any Person means any Person of which at
least a majority of the outstanding voting securities having ordinary voting
power for the election of directors or other governing body, or other ownership
interests ordinarily constituting a majority voting interest, is owned or
controlled, directly or indirectly, by such Person or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of
such Person.

"Trust Indenture Act" means the Trust Indenture Act of
1939 as amended and as in effect on the date of this Indenture, except as
provided in Section 8.3; provided, however, that if the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

"Trustee" means the party named as such in the first
paragraph of this Indenture until a successor Trustee replaces it pursuant to
the applicable provisions of this Indenture, and thereafter means such
successor Trustee and if, at any time, there is more than one Trustee,
"Trustee" as used with respect to the Securities of any series shall mean the
Trustee with respect to the Securities of that series.

"United States" means, unless otherwise specified with
respect to the Securities of any series as contemplated by Section 3.1, the
United States of America (including the States thereof and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.

12
<PAGE> 20
"U.S. Person" means, unless otherwise specified with
respect to the Securities of any series as contemplated by Section 3.1, a
citizen, national or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or an estate or trust, the income of
which is subject to United States federal income taxation regardless of its
source.

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

(b) The following terms shall have the meanings specified
in the Sections referred to opposite such term below:

<TABLE>
<CAPTION>
Term Section
<S> <C>
"Act" 1.4(a)
"Bankruptcy Law" 5.1
"Common Stock" 14.1(b)(i)
"covenant defeasance" 4.5
"Custodian" 5.1
"Defaulted Interest" 3.7(b)
"defeasance" 4.4
"Equity Securities" 14.1(b)
"Event of Default" 5.1
"Indebtedness" 9.5
"Lien" 9.5
"NASDAQ" 14.3
"Preferred Stock" 14.1(b)(ii)
"Register" 3.5
"Registrar" 3.5
"Sale and Leaseback
Transaction" 9.6
</TABLE>

Section 1.2. Compliance Certificates and
Opinions. Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act (including Section 314(c) of the Trust Indenture Act).
Each such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer or officers of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply

13
<PAGE> 21
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than
pursuant to Section 2.3, the last paragraph of Section 3.3 and Section 9.7)
shall include:

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

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

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

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

Section 1.3. Form of Documents Delivered to
Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

14
<PAGE> 22
sentations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such officer or counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations as to such
matters are erroneous.

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

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

15
<PAGE> 23

tronic transmission, that it is transmitted through the facilities of a
Depositary) to, the Trustee and, where it is hereby expressly required, by or to
the Company. Such instrument or instruments and record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or, in the case of
Holders of Securities of a series issuable as Bearer Securities, so voting at
such meeting. The Company and the Trustee may assume that any Act of a Holder
has not been modified or revoked unless written notice to the contrary is
received prior to the time that the action to which such Act relates has become
effective. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities issuable as Bearer
Securities shall be proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person
of any such instrument or writing and the authority of the Person executing the
same may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved
by the production of such Bearer Securities or by a certificate executed by any
trust company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such trust company,
bank, banker or other depository, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
such certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, (ii) such Bearer Security is produced to the
Trustee by some other Person, (iii) such Bearer Security is surrendered in
exchange for a Registered Security or (iv) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

16
<PAGE> 24
(d) The ownership of Registered Securities shall be
proved by the Register.

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

(f) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, any such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such first solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

17
<PAGE> 25
such appointment with regard to all or any part of the principal amount of such
Security to which such appointment relates.

Section 1.5. Notices, etc., to Trustee and
Company. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall
be sufficient for every purpose hereunder (unless otherwise herein
expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid,
to the Trustee at its Corporate Trust Office, Attention: Corporate
Trust Administration, or

(2) the Company by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein
expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at 1800 South Baltimore Avenue, Tulsa,
Oklahoma 74119, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

Section 1.6. Notice to Holders; Waiver. Where
this Indenture provides for notice to Holders of any event, (i) if any of the
Securities affected by such event are Registered Securities, such notice to the
Holders thereof shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each such
Holder affected by such event, at his or her address as it appears in the
Register, within the time prescribed for the giving of such notice, and (ii) if
any of the Securities affected by such event are Bearer Securities, notice to
the Holders thereof shall be sufficiently given (unless otherwise herein or in
the terms of such Bearer Securities expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities,
if any, as may be specified as contemplated by Section 3.1. Such notices shall
be deemed to have been given on the date of such mailing or publication.

In any case where notice to Holders is given by mail or by
publication, neither the failure to mail or

18
<PAGE> 26
publish such notice, nor any defect in any notice so mailed or published, to
any particular Holder shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or of Bearer Securities. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

If by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice as
provided above, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. If it is impossible or, in the opinion of the Trustee,
impracticable to give any notice by publication in the manner herein required,
then such publication in lieu thereof as shall be made with the approval of the
Trustee shall constitute a sufficient publication of such notice.

Any request, demand, authorization, direction, notice,
consent or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

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

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

Section 1.7. Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8. Successor and Assigns. All
covenants and agreements in this Indenture by the Company shall

19
<PAGE> 27
bind its successors and assigns, whether so expressed or not.

Section 1.9. Separability. In case any provision
of this Indenture or the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

Section 1.10. Benefits of Indenture. Nothing in
this Indenture or in the Securities, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

Section 1.11. Incorporators, Stockholders,
Officers and Directors of the Company Exempt from Individual Liability. No
recourse under or upon any obligation, covenant or agreement of or contained in
this Indenture or of or contained in any Security or interest coupon
appertaining thereto, or for any claim based thereon or otherwise in respect
thereof, or because of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor Person, either directly or
through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, by the enforcement of any assessment or
penalty, by any legal or equitable proceeding or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of the acceptance of, and as a part of the consideration for the
execution of this Indenture and the issuance of, the Securities and any
interest coupons appertaining thereto.

Section 1.12. Governing Law; Conflict with Trust
Indenture Act. THIS INDENTURE, THE SECURITIES AND ANY INTEREST COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control. Whether or not
this Indenture is required to be qualified under the Trust Indenture Act, the
provisions of the Trust Indenture Act required to be included in an indenture
in order for such indenture to be so qualified shall be deemed to be included
in this Indenture with the same effect as if such provisions were set forth
herein and

20
<PAGE> 28
any provisions hereof which may not be included in an indenture which is so
qualified shall be deemed to be deleted or modified to the extent such
provisions would be required to be deleted or modified in an indenture so
qualified.

Section 1.13. Legal Holidays. In any case where
any Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
any Security or interest coupon other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu of
this Section), payment of principal, premium, if any, or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such date; provided that no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be, if such amount is so paid on the next succeeding Business Day.

Section 1.14. Moneys of Different Currencies to Be
Segregated. The Trustee shall segregate all moneys, funds and accounts held by
the Trustee hereunder in one currency from any moneys, funds and accounts held
by the Trustee hereunder in one currency from any moneys, funds or accounts in
any other currencies, notwithstanding any provision herein which would
otherwise permit the Trustee to commingle such amounts.

Section 1.15. Independence of Covenants. All
covenants and agreements in this Indenture shall be given independent effect so
that if a particular action or condition is not permitted by any such covenant,
the fact that it would be permitted by an exception to, or be otherwise within
the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.

Section 1.16. Counterparts. 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.

21
<PAGE> 29
ARTICLE 2

Security Forms

Section 2.1. Forms Generally. The Securities of
each series and the interest coupons, if any, to be attached thereto shall be
in substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any applicable
securities exchange, organizational document, governing instrument or law or as
may, consistently herewith, be determined by the officers executing such
Securities and interest coupons, if any, as evidenced by their execution of the
Securities and interest coupons, if any. If temporary Securities of any series
are issued as permitted by Section 3.4, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and interest coupons, if any, of any series are established by, or by action
taken pursuant to, a Board Resolution, a copy of the Board Resolution together
with an appropriate record of any such action taken pursuant thereto, including
a copy of the approved form of Securities or interest coupons, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest coupons attached.

The definitive Securities and interest coupons, if any,
may be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner (or, if such Securities are listed on any
securities exchange, any other manner permitted by the rules of such securities
exchange), all as determined by the officers executing such Securities and
interest coupons, if any, as evidenced by their execution of such Securities
and interest coupons, if any.

Section 2.2. Form of Trustee's Certificate of
Authentication. The Trustee's certificate of authentication shall be in
substantially the following form:

22
<PAGE> 30
This is one of the Securities of the series described in
the within-mentioned Indenture.

<TABLE>
<S> <C>
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
---------------------------------
Authorized Signatory

</TABLE>

Section 2.3. Securities in Global Form. If
Securities of or within a series are issuable in whole or in part in global
form, any such Security may provide that it shall represent the aggregate or
specified amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby, shall be made in such manner and
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the
provisions of Section 3.3, Section 3.4, if applicable, and Section 3.5, the
Trustee shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. Any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 1.2 hereof and need
not be accompanied by an Officers' Certificate or an Opinion of Counsel.

The provisions of the last paragraph of Section 3.3 shall
apply to any Security in global form if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Security in global
form together with written instructions (which need not comply with Section 1.2
hereof and need not be accompanied by an Officers' Certificate or an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last paragraph of Section 3.3.

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Section 2.4. Form of Legend for Securities in
Global Form. Any Security in global form authenticated and delivered hereunder
shall bear a legend in substantially the following form or in such other form
as may be specified in accordance with Section 3.1:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

ARTICLE 3

The Securities

Section 3.1. Amount Unlimited; Issuable in
Series. (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

(b) The following matters shall be established with
respect to each series of Securities issued hereunder (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in one or more indentures supplemental hereto:

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

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(2) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and delivered
under this Indenture (which limit shall not pertain to Securities
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant
to Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant
to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);

(3) the date or dates on which the principal of and
premium, if any, on the Securities of the series is payable or the
method or methods of determination thereof;

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method or methods of
calculating such rate or rates of interest, the date or dates from
which such interest shall accrue or the method or methods by which
such date or dates shall be determined, the Interest Payment Dates on
which any such interest shall be payable, the right, if any, of the
Company to defer or extend an Interest Payment Date and, with respect
to Registered Securities, the Regular Record Date, if any, for the
interest payable on any Registered Security on any Interest Payment
Date, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;

(5) the place or places where the principal of,
premium, if any, and interest, if any, on Securities of the series
shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may
be surrendered for exchange and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture
may be served and where notices to Holders pursuant to Section 1.6
will be published;

(6) the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit
or units) in which, and the other terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the
option of the Company and, if other than as provided in Section 11.3,
the manner in which the particular Securities of such series (if less
than all Securities

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<PAGE> 33
of such series are to be redeemed) are to be selected for redemption;

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

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

(9) if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of, premium,
if any, and interest, if any, on the Securities of the series shall be
payable, or in which the Securities of the series shall be
denominated, and the particular provisions applicable thereto in
accordance with, in addition to, or in lieu of the provisions of
Section 3.12;

(10) if the payments of principal of, premium, if any,
or interest, if any, on the Securities of the series are to be made,
at the election of the Company or a Holder, in a currency or
currencies (including currency unit or units) other than that in which
such Securities are denominated or designated to be payable, the
currency or currencies (including currency unit or units) in which
such payments are to be made, the terms and conditions of such
payments and the manner in which the exchange rate with respect to
such payments shall be determined, and the particular provisions
applicable thereto in lieu of the provisions of Section 3.12;

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<PAGE> 34
or units) other than that in which the Securities of the series are
denominated or designated to be payable), the index, formula or other
method by which such amounts shall be determined and any special
voting or defeasance provisions in connection therewith;

(12) if other than the principal amount thereof, the
portion of the principal amount of such Securities of the series which
shall be payable upon declaration of acceleration thereof pursuant to
Section 5.2 or the method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the
Person to whom any interest on any Registered Security of the series
shall be payable and the manner in which, or the Person to whom, any
interest on any Bearer Securities of the series shall be payable;

(14) provisions, if any, granting special rights to the
Holders of Securities of the series upon the occurrence of such events
as may be specified;

(15) any deletions from, modifications of or additions
to the Events of Default set forth in Section 5.1 or covenants of the
Company set forth in Article 9 pertaining to the Securities of the
series;

(16) under what circumstances, if any, and with what
procedures and documentation the Company will pay additional amounts
on the Securities and interest coupons, if any, of that series held by
a Person who is not a U.S. Person (including any modification of the
definition of such term) in respect of taxes, assessments or similar
charges withheld or deducted and, if so, whether the Company will have
the option to redeem such Securities rather than pay such additional
amounts (and the terms of any such option);

(17) whether Securities of the series shall be issuable
as Registered Securities or Bearer Securities (with or without
interest coupons), or both, and any restrictions applicable to the
offering, sale, transfer or delivery of Bearer Securities and, if
other than as provided in Section 3.5, the terms upon which Bearer
Securities of a series may be exchanged for Registered Securities of
the same series and vice versa;

(18) the date as of which any Bearer Securities of the
series and any temporary global Security repre-

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<PAGE> 35
senting Outstanding Securities of the series shall be dated if other
than the date of original issuance of the first Security of the series
to be issued;

(19) the forms of the Securities and interest coupons,
if any, of the series;

(20) the applicability, if any, of Sections 4.4 and
4.5 to the Securities and interest coupons, if any, of or within the
series, or such other means of defeasance or covenant defeasance as
may be specified for the Securities and interest coupons, if any, of
such series, and whether, for the purpose of such defeasance or
covenant defeasance, the term "Government Obligations" shall include
obligations referred to in the definition of such term which are not
obligations of the United States or an agency or instrumentality of
the United States;

(21) if other than the Trustee, the identity of the
Registrar and any Paying Agent;

(22) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global
Securities, (ii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests
for certificated Securities of such series, to be registered in the
names of or to be held by such beneficial owners or their nominees and
to be of like tenor of any authorized form and denomination, and (iii)
if other than as provided in Section 3.5, the circumstances under
which any such exchange may occur;

(23) the designation of the Depositary;

(24) any restrictions on the registration, transfer or
exchange of the Securities;

(25) if the Securities of the series may be issued or
delivered (whether upon original issuance or upon exchange of a
temporary Security of such series or otherwise), or any installment of
principal or interest is payable, only upon receipt of certain
certificates or other documents or satisfaction of other conditions in
addition to those specified in this Indenture, the form and terms of
such certificates, documents or conditions;

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<PAGE> 36
(26) the terms and conditions of any right to convert
or exchange Securities of the series into or for Equity Securities of
the Company or other securities or property of the Company; and

(27) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture) including
any terms which may be required by or advisable under United States
laws or regulations or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

(c) All Securities of any one series and interest
coupons, if any, appertaining thereto shall be substantially identical except
as to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in the related
Officers' Certificate or (iii) in an indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.

(d) If any of the terms of the Securities of any series
are established by action taken pursuant to a Board Resolution, a copy of such
Board Resolution shall be delivered to the Trustee at or prior to the delivery
of the Officers' Certificate setting forth, or providing the manner for
determining, the terms of the Securities of such series, and an appropriate
record of any action taken pursuant thereto in connection with the issuance of
any Securities of such series shall be delivered to the Trustee prior to the
authentication and delivery thereof.

Section 3.2. Denominations. Unless otherwise
provided as contemplated by Section 3.1, any Registered Securities of a series
denominated in Dollars shall be issuable in denominations of $1,000 and any
integral multiple thereof and any Bearer Securities of a series denominated in
Dollars shall be issuable in the denomination of $5,000 and any integral
multiple thereof. Securities denominated in a Foreign Currency shall be
issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

Section 3.3. Execution, Authentication, Delivery
and Dating. Securities shall be executed on behalf of the Company by the
Chairman of the Board, the President, the Chief Executive Officer, the

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<PAGE> 37
Chief Operating Officer, the Chief Financial Officer or any Vice President of
the Company, and need not be attested. The Company's seal shall be reproduced
on the Securities. The signatures of any of these officers on the Securities
may be manual or facsimile. The interest coupons, if any, of Bearer Securities
shall bear the facsimile signature of the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer or any Vice President of the Company, and need not be attested.

Securities and interest coupons bearing the manual or
facsimile signatures of individuals who were at any time Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to be Officers prior to the authentication and delivery of
such Securities or were not Officers at the date of such Securities.

At any time and from time to time, the Company may deliver
Securities, together with any interest coupons appertaining thereto, of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities to or upon the order of the Company (as set forth in such
Company Order); provided, however, that, in the case of Securities of a series
offered in a Periodic Offering, the Trustee shall authenticate and deliver such
Securities from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents,
promptly confirmed in writing) acceptable to the Trustee as may be specified by
or pursuant to a Company Order delivered to the Trustee prior to the time of
the first authentication of Securities of such series.

If the form or terms of the Securities of a series have
been established by or pursuant to one or more Board Resolutions or one or more
indentures supplemental hereto as permitted by Sections 2.1 and 3.1, in
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to section 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating:

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<PAGE> 38
(1) if the form or forms of such Securities and any
interest coupons have been established by or pursuant to a Board
Resolution as permitted by Section 2.1, that such forms have been
established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities and any interest
coupons have been, or, in the case of Securities of a series offered
in a Periodic Offering, will be, established by or pursuant to a Board
Resolution as permitted by Section 3.1, that such terms have been, or,
in the case of Securities of a series offered in a Periodic Offering,
will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel;

(3) if the form or terms of such Securities have been
established in an indenture supplemental hereto, that such
supplemental indenture has been duly authorized, executed and
delivered by the Company and, when duly authorized, executed and
delivered by the Trustee, will constitute a legal, valid and binding
obligation enforceable against the Company in accordance with its
terms, subject to (i) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law), and (ii)
such other reasonable exceptions as may be specified in such Opinion
of Counsel; and

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a Foreign Currency or currency unit judgment in respect of such claim)
be converted into Dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (B) governmental authority to
limit, delay or prohibit the making of payments in Foreign Currencies
or currency units or payments outside the United States, and (ii) such
other reasonable exceptions as may be specified in such Opinion of
Counsel; and

(ii) an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been complied with and that, to the knowledge of the
signers of such certificate, no Event of Default with respect to such
Securities shall have occurred and be continuing.

Notwithstanding that such form or terms have been so established, the Trustee
shall have the right to decline to authenticate such Securities if, in the
opinion of the Trustee (after consultation with counsel), the issue of such
Securities pursuant to this Indenture will materially adversely affect the
Trustee's own rights, duties or immunities under this Indenture or otherwise or
if the Trustee determines that such authentication may not lawfully be made.

Notwithstanding the provisions of Section 3.1 and of the
two preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to the two preceding paragraphs
in connection with the authentication of each Security of such series if such
documents, with appropriate modifications to cover such future issuances, are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

With respect to Securities of a series offered in a
Periodic Offering, the Trustee may rely, as to the authorization by the Company
of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and
this Section, as applicable, in connection with the first authentication of
Securities of such series.

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<PAGE> 40
If the Company shall establish pursuant to Section 3.1
that the Securities of a series are to be issued in whole or in part in global
form, then the Company shall execute and the Trustee shall, in accordance with
this Section and the Company Order with respect to such series, authenticate
and deliver one or more Securities in global form that (i) shall represent and
shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) shall bear the
legend set forth in Section 2.4.

Each Depositary designated pursuant to Section 3.1 for a
Registered Security in global form must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or
regulation. If requested by the Company, the Trustee shall enter into an
agreement with a Depositary governing the respective duties and rights of such
Depositary and the Trustee with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
pursuant to Section 3.1.

No Security or interest coupon appertaining thereto shall
be entitled to any benefits under this Indenture or be valid or obligatory for
any purpose until authenticated by the manual signature of one of the
authorized signatories of the Trustee or an Authenticating Agent and no
interest coupon shall be valid until the Security to which it appertains has
been so authenticated. Such signature upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered under this Indenture and is entitled to the benefits of this
Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant interest
coupons for interest then matured have been detached and cancelled.

33
<PAGE> 41
Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9 together with a written statement
(which need not comply with Section 1.2 hereof and need not be accompanied by
an Officers' Certificate or an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this
Indenture.

Section 3.4. Temporary Securities. Pending the
preparation of definitive Securities of any series, the Company may execute
and, upon Company Order, the Trustee shall authenticate and deliver temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor and form, with or without interest coupons, of the
definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities and interest coupons, if any. In the case
of Securities of any series, such temporary Securities may be in global form,
representing all or a portion of the Outstanding Securities of such series.

Except in the case of temporary Securities in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company pursuant to Section 9.2 in a Place of Payment
for such series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series (accompanied by any
unmatured interest coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor; provided, however, that no definitive Bearer
Security shall be delivered in exchange

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<PAGE> 42
for a temporary Registered Security; and provided, further, that no definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security
unless such delivery shall occur only outside the United States. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series except as otherwise specified as contemplated by Section 3.1.

Section 3.5. Registration, Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 9.2 in a Place of Payment a register (the "Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and the registration of transfers
of Registered Securities. The Register shall be in written form or any other
form capable of being converted into written form within a reasonable time.
The Trustee is hereby initially appointed "Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.

Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency maintained pursuant
to Section 9.2 in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor and containing identical terms and provisions.

Bearer Securities (except for any temporary global Bearer
Securities) or any interest coupons appertaining thereto (except for interest
coupons attached to any temporary global Bearer Security) shall be transferable
by delivery.

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<PAGE> 43
and deliver, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified as contemplated by Section
3.1, Bearer Securities may not be issued in exchange for Registered Securities.

Unless otherwise specified as contemplated by Section 3.1,
at the option of the Holder, Bearer Securities of such series may be exchanged
for Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations, of like aggregate
principal amount and tenor and containing identical terms and conditions, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured interest coupons and all matured interest coupons in
default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured interest coupon or coupons or matured interest
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing interest
coupon or coupons, or the surrender of such missing interest coupon or interest
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing interest coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 9.2, interest represented by interest coupons
shall be payable only upon presentation and surrender of those interest coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case any Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
interest coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such interest coupon is so sur-

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<PAGE> 44
rendered with such Bearer Security, such interest coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such interest coupon, when due in accordance with the
provisions of this Indenture.

Notwithstanding anything herein to the contrary, the
exchange of Bearer Securities for Registered Securities shall be subject to
applicable laws and regulations in effect at the time of exchange. Neither the
Company, the Trustee nor the Registrar shall exchange any Bearer Securities for
Registered Securities if it has received an Opinion of Counsel that as a result
of such exchange the Company would suffer adverse consequences under the United
States Federal income tax laws and regulations then in effect and the Company
has delivered to the Trustee a Company Order directing the Trustee not to make
such exchanges thereafter, unless and until the Trustee receives a subsequent
Company Order to the contrary. The Company shall deliver copies of such
Company Order to the Registrar.

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

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<PAGE> 45
with respect to the Securities of such series and the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

The Company may at any time in its sole discretion
determine that Securities issued in global form shall no longer be represented
by such a Security or Securities in global form. In such event the Company
shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and deliver, Securities of such series of like tenor
in certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange in whole or in part for
Securities of such series in certificated form on such terms as are acceptable
to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such Depositary a new
certificated Security or Securities of the same series of like tenor,
of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Security in global form; and

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

Upon the exchange of a Security in global form for
Securities in certificated form, such Security in global

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<PAGE> 46
form shall be cancelled by the Trustee. Unless expressly provided with respect
to the Securities of any series that such Security may be exchanged for Bearer
Securities, Securities in certificated form issued in exchange for a Security
in global form pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.

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

All Securities issued upon any registration of transfer or
upon any exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company,
the Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his attorney duly authorized
in writing.

No service charge shall be made for any registration of
transfer or for any exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration or transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4 or 11.7 not involving
any transfer.

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<PAGE> 47
exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption.

The foregoing provisions relating to registration,
transfer and exchange may be modified, supplemented or superseded with respect
to any series of Securities by a Board Resolution or in one or more indentures
supplemental hereto.

Section 3.6. Replacement Securities. If a
mutilated Security or a Security with a mutilated interest coupon appertaining
to it is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver a replacement Registered Security, if such surrendered
Security was a Registered Security, or a replacement Bearer Security with
interest coupons corresponding to the interest coupons appertaining to the
surrendered Security, if such surrendered Security was a Bearer Security, of
the same series and date of maturity.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Security with a destroyed, lost or stolen interest coupon and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or interest coupon has been acquired
by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen interest
coupon appertains (with all appurtenant interest coupons not destroyed, lost or
stolen), a replacement Registered Security, if such Holder's claim appertains
to a Registered Security, or a replacement Bearer Security with interest
coupons corresponding to the interest coupons appertaining to the destroyed,
lost or stolen Bearer Security or the Bearer Security to which such lost,
destroyed or stolen interest coupon appertains, if such Holder's claim
appertains to a Bearer Security, of the same series and principal

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<PAGE> 48
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding with interest coupons corresponding to the
interest coupons, if any, appertaining to the destroyed, lost or stolen
Security.

In case any such mutilated, destroyed, lost or stolen
Security or interest coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security or
interest coupon, pay such Security or interest coupon; provided, however, that
payment of principal of and any premium or interest on Bearer Securities shall,
except as otherwise provided in Section 9.2, be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 3.1, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the interest coupons appertaining
thereto.

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

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

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

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<PAGE> 49
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency maintained for such purpose pursuant to Section 9.2; provided,
however, that at the option of the Company, interest on any series of
Registered Securities that bear interest may be paid (i) by check mailed to the
address of the Person entitled thereto as it shall appear on the Register of
Holders of Securities of such series or (ii) at the expense of the Company, by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Register of Holders of Securities of such series.

Unless otherwise provided as contemplated by Section 3.1, (i)
interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the interest coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount, if any, on
Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee
in writing, provided that any such instruction for payment in the United States
does not cause any Bearer Security to be treated as a "registration-required
obligation" under United States laws and regulations. The interest, if any, on
any temporary Bearer Security shall be paid, as to any installment of interest
evidenced by an interest coupon attached thereto only upon presentation and
surrender of such interest coupon and, as to other installments of interest,
only upon presentation of such Security for notation thereon of the payment of
such interest. If at the time a payment of principal of or interest, if any,
on a Bearer Security or interest coupon shall become due, the payment of the
full amount so payable at the office or offices of all the Paying Agents
outside the United States is illegal or effectively precluded because of the
imposition of exchange controls or other similar restrictions on the payment of
such amount in Dollars, then the Company may instruct the Trustee in writing to
make such payments at a Paying Agent located in the United States, provided
that provision for such payment in the United States would not cause such
Bearer Security to be treated as a "registration-required obligation" under
United States laws and regulations.

(b) Unless otherwise provided as contemplated by Section
3.1, any interest on Securities of any series which

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<PAGE> 50
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date in the case of Registered Securities and upon presentation and
surrender of the applicable interest coupon in accordance with the second
paragraph of Section 3.7(a) in the case of Bearer Securities (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the Holders on
the relevant Regular Record Date by virtue of their having been such Holders,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

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

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<PAGE> 51
such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

(2)(x) In the case of Registered Securities, the Company may
make payment of such Defaulted Interest to the Persons in whose names
such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a specified
date in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Registered Securities may be
listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause (2)(x), such manner of payment shall
be deemed practicable by the Trustee; or (y) unless otherwise provided
as contemplated by Section 3.1, in the case of Bearer Securities, the
Company may make payment of Defaulted Interest on such Bearer
Securities in any lawful manner not inconsistent with the requirements
of any securities exchange on which such Bearer Securities may be
listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause (2)(y), such manner of payment shall
be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section
and Section 3.5, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.

(d) Subject to the provisions of Section 14.2, in the
case of any Registered Security which is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment
Date (other than any Security the principal of (or premium, if any, on) which
shall become due and payable, whether at a Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise, prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or
exchange and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Registered Security (or any
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as

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otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted or exchanged, interest whose Stated Maturity
is after the date of conversion or exchange of such Security shall not be
payable.

Section 3.8. Persons Deemed Owners. Unless otherwise
provided as contemplated by Section 3.1, prior to due presentment of any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Unless otherwise provided as contemplated by Section 3.1, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any interest coupon as the
absolute owner of such Bearer Security or interest coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or interest coupon be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. No
holder of any beneficial interest in any Security in global form, held on its
behalf by or through a Depositary, shall have any rights under this Indenture
with respect to such Security in global form, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Security in global form for all purposes whatsoever. With
respect to any Security in global form, nothing herein shall prevent the
Company or the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization fur-

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<PAGE> 53
nished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of
customary practices governing the exercise of the rights of such Depositary (or
its nominee) as Holder of such Security in global form.

Section 3.9. Cancellation. All Securities and interest
coupons appertaining thereto, if any, surrendered for payment, redemption,
conversion, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities, together with interest coupons appertaining thereto, if any,
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities,
together with interest coupons appertaining thereto, if any, previously
authenticated hereunder which the Company has not issued and sold, and all
Securities and interest coupons so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section 3.9, except as expressly
permitted by this Indenture. All cancelled Securities and interest coupons
held by the Trustee shall be disposed of in accordance with its customary
procedures, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition.

Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.

Section 3.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use and in addition to
the other identification numbers printed on the Securities), and, in such case,
the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers

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<PAGE> 54
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.

Section 3.12. Currency and Manner of Payment in Respect of
Securities. Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, payment of the principal of, premium, if any, and interest, if
any, on any Security of such series will be made in the currency or currencies
or currency unit or units in which such Security is payable. The provisions of
this Section 3.12 may be modified or superseded pursuant to Section 3.1 with
respect to any Securities.

ARTICLE 4

Satisfaction, Discharge and Defeasance

Section 4.1. Termination of Company's Obligations Under
the Indenture. (a) This Indenture shall upon a Company Request cease to be of
further effect with respect to Securities of or within any series and any
interest coupons appertaining thereto (except as to (i) rights of registration,
transfer or exchange of such Securities, (ii) rights of replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for, (iii) rights of holders of Securities to receive payments of
principal thereof and interest thereon, upon the Stated Maturity thereof (but
not upon acceleration), and rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) rights of holders of Securities to convert or
exchange Securities, (v) rights, obligations, duties and immunities of the
Trustee hereunder, (vi) any rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and (vii) the obligations of the Company
under Section 9.2) and the Trustee, upon payment of all amounts due it under
Section 6.7, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any interest coupons appertaining thereto when

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(1) either

(A) all such Securities previously authenticated
and delivered and all interest coupons appertaining thereto
(other than (i) such interest coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities
and maturing after such exchange, surrender of which is not
required or has been waived as provided in Section 3.5, (ii)
such Securities and interest coupons which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.6, (iii) such interest coupons
appertaining to Bearer Securities called for redemption and
maturing after the relevant Redemption Date, surrender of
which has been waived as provided in Section 11.6 and (iv)
such Securities and interest coupons for whose payment money
in the currency or currencies or currency unit or units in
which such Securities are payable has theretofore been
deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 9.3) have been
delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the
case of (i) or (ii) below, any interest coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

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

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

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

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

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture as to such series have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.7, the obligations of the Company to any Authenticating Agent under
Section 6.13 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2, Section 9.2, the last paragraph of Section 9.3 and Section
10.1 shall survive.

Section 4.2. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the interest coupons
appertaining thereto, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, if any and any interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except as otherwise provided herein and except to
the extent required by law.

Section 4.3. Applicability of Defeasance Provisions;
Company's Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 3.1 for the Securities of any
series, the provisions of Sections 4.3 through 4.10 inclusive, with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any series of Securities, shall be

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applicable to the Securities and any interest coupons appertaining thereto.

Section 4.4. Defeasance and Discharge. On and after the
date on which the conditions set forth in Section 4.6 are satisfied with
respect to the Securities of or within any series, the Company shall be deemed
to have paid and been discharged from its obligations with respect to such
Securities and any interest coupons appertaining thereto (hereinafter
"defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and any interest coupons appertaining thereto which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7
and the other Sections of this Indenture referred to in clause (ii) of this
Section, and to have satisfied all its other obligations under such Securities
and any interest coupons appertaining thereto and this Indenture insofar as
such Securities and any interest coupons appertaining thereto are concerned
(and the Trustee, upon payment of all amounts due it under Section 6.7, at the
expense of the Company, shall on a Company Order execute proper instruments
acknowledging the same), except the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Securities and any interest coupons appertaining thereto to receive, solely
from the trust funds described in Section 4.6(a) and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest, if any, on such Securities or any interest coupons appertaining
thereto when such payments are due; (ii) the Company's obligations with respect
to such Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the
payment of additional amounts, if any, payable with respect to such Securities
as specified pursuant to Section 3.1(b)(16); (iii) the Company's obligations
with respect to a conversion or exchange of such Securities; (iv) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (v) this
Article 4. Subject to compliance with this Article 4, the Company may defease
the Securities of any series and any interest coupons appertaining thereto
under this Section 4.4 notwithstanding a prior covenant defeasance (as defined
herein) under Section 4.5 with respect to such Securities and any interest
coupons appertaining thereto. Following a defeasance, payment of such
Securities may not be accelerated because of an Event of Default.

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Section 4.5. Covenant Defeasance. On and after the date
on which the conditions set forth in Section 4.6 (other than Section 4.6(c))
are satisfied with respect to the Securities of or within any series, (i) the
Company shall be released from its obligations under Sections 7.1, 9.4, 9.5 and
9.6 and, if specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities and any interest coupons appertaining
thereto and (ii) the occurrence of any event specified in Sections 5.1(3) or
5.1(7) (with respect to any of the obligations described in clause (i) above)
or 5.1(4) shall be deemed not to be or result in a Default or Event of Default
(hereinafter, "covenant defeasance"), and such Securities and any interest
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any request, demand, authorization, direction, notice,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Section 7.1, 9.4, 9.5 or 9.6, such other covenant
specified pursuant to Section 3.1, or Section 5.1(4), but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Securities and any
interest coupons appertaining thereto, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3), 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any
interest coupons appertaining thereto shall be unaffected thereby.

Section 4.6. Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to application of Section
4.4 or Section 4.5 to any Securities of or within a series and any interest
coupons appertaining thereto:

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applicable to the Trustee, for purposes of such Sections also a
"Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a),
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any interest coupons
appertaining thereto, with written instructions to the Trustee as to
the application thereof, (A) money in an amount (in such currency,
currencies or currency unit or units in which such Securities and any
interest coupons appertaining thereto are then specified as payable at
Maturity), or (B) if Securities of such series are not subject to
repayment at the option of Holders, Government Obligations which
through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day
before the due date of any payment referred to in clause (x) or (y) of
this Section 4.6(a), money in an amount or (C) a combination thereof
in an amount, sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants or a nationally
recognized investment banking firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, (x)
the principal of, premium, if any, and interest, if any, on such
Securities and any interest coupons appertaining thereto on the
Maturity of such principal or installment of principal or interest and
(y) any mandatory sinking fund payments applicable to such Securities
on the day on which such payments are due and payable in accordance
with the terms of this Indenture and such Securities and any interest
coupons appertaining thereto. Before such a deposit the Company may
make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article 11
which shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to the
Securities of that series shall have occurred or be continuing on the
date of such a deposit or shall occur as a result of such a deposit
or, insofar as Sections 5.1(5) and (6) are concerned, shall occur at
any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

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(c) In the case of an election under Section 4.4, the
Company shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable U.S. Federal
income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities and
any interest coupons appertaining thereto will not recognize income,
gain or loss for U.S. Federal income tax purposes as a result of such
defeasance and will be subject to U.S. Federal income tax on the same
amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not
occurred.

(d) In the case of an election under Section 4.5, the
Company shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel to the effect that the Holders of such
Securities and any interest coupons appertaining thereto will not
recognize income, gain or loss for U.S. Federal income tax purposes as
a result of such covenant defeasance and will be subject to U.S.
Federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit and
covenant defeasance had not occurred.

(e) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 4.4 or the
covenant defeasance under Section 4.5 (as the case may be) have been
complied with.

(f) Such defeasance or covenant defeasance shall be
effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in
connection therewith as contemplated by Section 3.1.

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<PAGE> 61
spect of any Securities of any series and any interest coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any interest coupons appertaining thereto
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any interest coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except as provided herein and except to the extent
required by law.

Section 4.8. Repayment to Company. The Trustee (and any
Paying Agent) shall promptly pay to the Company upon Company Request any excess
money or securities held by them at any time.

The provisions of the last paragraph of Section 9.3 shall
apply to any money or securities held by the Trustee or any Paying Agent under
this Article 4 that remain unclaimed for two years after the Maturity of any
series of Securities for which money or securities have been deposited pursuant
to Section 4.6(a).

Section 4.9. Indemnity for Government Obligations. The
Company shall pay, and shall indemnify the Trustee against, any tax, fee or
other charge imposed on or assessed against Government Obligations deposited
pursuant to this Article or the principal and interest and any other amount
received on such Government Obligations.

Section 4.10. Reinstatement. If the Trustee (or Paying
Agent) is unable to apply any money or Government Obligations in accordance
with Section 4.6 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated, with present and prospective
effect, as though no deposit had occurred pursuant to Section 4.6, until such
time as the Trustee (or Paying Agent) is permitted to apply all such money or
Government Obligations in accordance with Section 4.6; provided, however, that
if the Company makes any payment to the Trustee (or Paying Agent) of principal,
premium, if any, or interest on any Security following the reinstatement of its
obligations, the Trustee (or Paying Agent) shall promptly pay any such amount
to the Holders of the

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Securities and the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money and Government
Obligations held by the Trustee (or Paying Agent).

ARTICLE 5

Defaults and Remedies

Section 5.1. Events of Default. An "Event of Default"
occurs with respect to the Securities of any series if (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

(1) the Company defaults in the payment of interest on
any Security of that series or any interest coupon appertaining
thereto or any additional amount payable with respect to any Security
of that series as specified pursuant to Section 3.1(b)(16) when the
same becomes due and payable and such default continues for a period
of 30 days;

(2) the Company defaults in the payment of any
installment of the principal of or any premium on any Security of that
series when the same becomes due and payable at its Maturity;

(3) the Company fails to comply with any of its
agreements or covenants in, or any of the provisions of, this
Indenture with respect to any Security of that series (other than an
agreement, covenant or provision for which non-compliance is elsewhere
in this Section specifically dealt with), and such non- compliance
continues for a period of 90 days after there has been given, by
registered or certified mail, return receipt requested, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities
of the series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder;

(4) the Company defaults under any mortgage, indenture or
instrument under which there may be

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issued, or by which there may be secured or evidenced, any Debt
(including this Indenture) having an aggregate principal amount
outstanding of at least $25,000,000, whether such Debt now exists or
shall hereafter be created, and, as a result of such default, such
Debt shall become due and payable, whether by acceleration or
otherwise, and such acceleration shall not be rescinded, annulled or
cured within a period of 30 days after there has been given, by
registered or certified mail, return receipt requested, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities
of that series a written notice specifying such default and requiring
it to be remedied and stating that such notice is a "Notice of
Default" hereunder (it being understood however, that the Trustee
shall not be deemed to have knowledge of such default under such
agreement or instrument unless a Responsible Officer of the Trustee
shall have received written notice thereof from the Company, from any
Holder, from the holder of any such Debt or from the trustee under any
such agreement or other instrument); provided, however, that if such
default under such mortgage, indenture or instrument is remedied or
cured by the Company or waived by the holders of such Debt, then the
Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further
action upon the part of either the Trustee or any of such Holders;

(5) the Company pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case, (B) consents to the
entry of an order for relief against it in an involuntary case, (C)
consents to the appointment of a Custodian of it or for all or
substantially all of its property, (D) makes a general assignment for
the benefit of its creditors, (E) admits in writing its inability
generally to pay its debts as they become due or (F) takes any
corporate action in furtherance of such action;

(6) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (A) is for relief against the
Company in an involuntary case, (B) appoints a Custodian of the
Company or for all or substantially all of its property, or (C) orders
the liquidation of the Company, and such order or decree remains
unstayed and in effect for 90 days; or

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(7) there occurs any other Event of Default provided as
contemplated by Section 3.1 with respect to Securities of that series.

The term "Bankruptcy Law" means Title 11, United States
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy, insolvency, receivership, winding up,
liquidation, reorganization or relief of debtors or any amendment to, successor
to or change in any such law. The term "Custodian" means any receiver, trustee,
assignee, liquidator, custodian, sequestrator or similar official under any
Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If
an Event of Default with respect to the Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of all of the Outstanding Securities of that
series, by written notice received by the Company (and, if given by the
Holders, received by the Trustee), may declare the principal (or, if the
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and accrued interest, if any, on all the Securities of
that series to be due and payable and upon any such declaration such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such specified amount) and interest, if any, shall be immediately due and
payable. If an Event of Default specified in clause (5) or (6) of Section 5.1
with respect to the Securities of any series at the time Outstanding occurs and
is continuing, then the principal (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of and
accrued interest, if any, on all the Securities of that series shall ipso facto
be immediately due and payable without any declaration or act on the part of
the Trustee or any Holder of such Securities.

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

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Defaults and Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.7. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

(1) default is made in the payment of any interest on any
Security or interest coupon, if any, when such interest becomes due
and payable and such default continues for a period of 30 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or interest coupons, if any, the whole amount then
due and payable on such Securities for principal, premium, if any, and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal, premium, if any, and on any overdue
interest, at the rate or rates prescribed therefor in such Securities or
interest coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
all amounts due the Trustee, its agents and counsel under Section 6.7.

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

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such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to secure any other proper remedy, subject, however,
to Section 5.8. No recovery of any such judgment upon any property of the
Company or of any other obligor upon the Securities shall affect or impair any
rights, powers or remedies of the Trustee or the Holders in respect of any sums
remaining due and unpaid hereunder after such recovery.

Section 5.4. Trustee May File Proofs of Claim. In case of
any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.7.

No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security or interest coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder of a Security or interest coupon thereof or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or interest
coupon in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession
of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto.

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Section 5.6. Delay or Omission Not Waiver. No delay or
omission by the Trustee or any Holder of any Securities to exercise any right
or remedy accruing upon an Event of Default shall impair any such right or
remedy or constitute a waiver of or acquiescence in any such Event of Default.

Section 5.7. Waiver of Past Defaults. The Holders of not
less than a majority in aggregate principal amount of Outstanding Securities of
any series by written notice to the Trustee may waive on behalf of the Holders
of all Securities of such series and any interest coupons appertaining thereto
a past Default or Event of Default with respect to that series and its
consequences except (i) a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on any Security of such series or
any interest coupon appertaining thereto or (ii) in respect of a covenant or
provision hereof which pursuant to Article 8 cannot be amended or modified
without the consent of the Holder of each Outstanding Security of such series
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 5.8. Control by Majority. The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each series affected (with each such series voting as a class) shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it with respect to Securities of that series; provided, however, that (i) the
Trustee may refuse to follow any direction that conflicts with any governmental
rule or law or this Indenture, (ii) the Trustee may refuse to follow any
direction that is unduly prejudicial to the rights of the Holders of Securities
of such series not consenting, or that would in the good faith judgment of the
Trustee have a substantial likelihood of involving the Trustee in personal
liability without adequate indemnity having been offered therefor and (iii)
subject to Section 6.1, the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

Section 5.9. Limitation on Suits by Holders. No Holder of
any Security of any series or any interest coupons

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appertaining thereto shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series have made a
written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or
expense to be, or which may be, incurred by the Trustee in pursuing
the remedy;

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

(5) during such 60-day period, the Holders of a majority
in aggregate principal amount of the Outstanding Securities of that
series have not given to the Trustee a direction inconsistent with
such written request.

No one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

Section 5.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
9.2, the right of any Holder of a Security or interest coupon to receive
payment of principal of, premium, if any, and, subject to Sections 3.5 and 3.7,
interest on the Security, on or after the respective due dates expressed in the
Security (or, in case of redemption, on the Redemption Dates), the right of any
Holder of an interest coupon to receive payment of interest due as provided in
such interest coupon, or to bring suit

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for the enforcement of any such payment on or after such respective dates, and
the right, if any, to convert or exchange such Security in accordance with
Article 14, shall not be impaired or affected without the consent of such
Holder.

Section 5.11. Application of Money Collected. If the
Trustee collects any money pursuant to this Article, it shall pay out the money
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and interest coupons, if any, and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

First: to the Trustee for amounts due under Section 6.7;

Second: to Holders of Securities and interest coupons in
respect of which or for the benefit of which such money has been
collected for amounts due and unpaid on such Securities for principal
of, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal, premium, if any, and interest, respectively;
and

Third: the balance, if any, to the Company.

The Holders of each series of Securities denominated in ECU,
any other currency unit or a Foreign Currency and any matured interest coupons
relating thereto shall be entitled to receive a ratable portion of the amount
determined by the Trustee by converting the principal amount Outstanding of
such series of Securities and matured but unpaid interest on such series of
Securities in the currency in which such series of Securities is denominated
into Dollars at the Market Exchange Rate as of the date of declaration of
acceleration of Maturity of the Securities.

The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.11. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice
that states the record date, the payment date and the amount to be paid.

Section 5.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding

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

Section 5.13. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.14. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided,
however, that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

Section 5.15. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury or other
law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the
principal, of, and premium, if any, or interest on the Securities contemplated
herein or in the Securities or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives

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all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

ARTICLE 6

The Trustee

Section 6.1. Certain Duties and Responsibilities of the
Trustee. (a) The Trustee's duties and responsibilities under this Indenture
shall be governed by Section 315 of the Trust Indenture Act.

(b) In case a Default or an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

Section 6.2. Rights of Trustee. Subject to the provisions
of the Trust Indenture Act:

(a) The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document believed by it to
be genuine and to have been signed or presented by the proper party or
parties. The Trustee need not investigate any fact or matter stated
in the document.

(b) Any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security, together with any interest
coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 3.3, which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

(c) Before the Trustee acts or refrains from acting, it
may consult with counsel or require an Officers' Certificate and/or an
Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on a Board
Resolution, the advice of counsel acceptable to the

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Trustee, a certificate of an Officer or Officers delivered pursuant to
Section 1.2, an Officers' Certificate or an Opinion of Counsel.

(d) The Trustee may act through agents or attorneys and
shall not be responsible for the misconduct or negligence of any agent
or attorney appointed with due care.

(e) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers.

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

Section 6.3. Trustee May Hold Securities. The Trustee,
any Paying Agent, any Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and interest coupons and, subject to Sections 310(b) and
311 of the Trust Indenture Act, may otherwise deal with the Company, an
Affiliate or Subsidiary with the same rights it would have if it were not
Trustee, Paying Agent, Registrar or such other agent.

Section 6.4. Money Held in Trust. Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed upon
in writing with the Company.

Section 6.5. Trustee's Disclaimer. The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or any interest coupon. The Trustee shall not be accountable for
the Company's use of

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the proceeds from the Securities or for monies paid over to the Company
pursuant to the Indenture.

Section 6.6. Notice of Defaults. If a Default occurs and
is continuing with respect to the Securities of any series and if it is known
to the Trustee, the Trustee shall, within 90 days after the Default occurs,
transmit by mail, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all Defaults known to it unless such Default
shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of principal (and premium, if any) or interest on the
Securities of any series, the Trustee may withhold the notice if and so long as
a Responsible Officer in good faith determines that withholding such notice is
in the interests of Holders of Securities of that series.

Section 6.7. Compensation and Indemnity. (a) The Company
shall pay to the Trustee from time to time reasonable compensation for its
services and its counsel. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable fees and out-of-pocket
expenses incurred by it and its counsel in connection with the performance of
its duties under this Indenture, including those arising in connection with the
performance of its duties arising as a result of an Event of Default in Section
5.1, except any such expense as may be attributable to its negligence,
recklessness or bad faith. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold
it harmless against, any loss or liability, damage, claim or reasonable expense
including taxes (other than taxes based upon or determined or measured by the
income of the Trustee) incurred by it without negligence, recklessness or bad
faith and arising out of or in connection with its acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder other than
those attributable to its negligence, recklessness or bad faith. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Company need

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not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld or delayed.

(c) The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence, recklessness or bad faith.

(d) To secure the payment obligations of the Company
pursuant to this Section, the Trustee shall have a Lien prior to the Securities
of any series on all money or property held or collected by the Trustee, except
that held in trust to pay principal, premium, if any, and interest on
particular Securities.

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or Section
5.1(6), the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

The provisions of this Section shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

Section 6.8. Replacement of Trustee. (a) The resignation
or removal of the Trustee and the appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of appointment as
provided in Section 6.9.

(b) The Trustee may resign at any time with respect to
the Securities of any series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.9
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

(c) The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may remove the Trustee with
respect to that series by so notifying the Trustee and the Company.

(d) If at any time:

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(1) the Trustee fails to comply with Section 310(b) of
the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at
least six months, or

(2) the Trustee shall cease to be eligible under Section
6.10 hereunder or Section 310(a) of the Trust Indenture Act and shall
fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for
at least six months; or

(3) the Trustee becomes incapable of acting, is adjudged
a bankrupt or an insolvent or a receiver or public officer takes
charge of the Trustee or its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

(e) If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.9. If, within one year
after such resignation or removal, or the occurrence of such vacancy, a
different successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.9, become the successor Trustee with respect to the Securities of
such series and to

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that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.9, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

Section 6.9. Acceptance of Appointment by Successor. (a)
In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment. Thereupon, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee, without further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of all amounts due it under Section
6.7, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein such successor Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for

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or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall, upon payment of all amounts due it under Section 6.7, duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.

(e) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series in the manner provided for notices to the Holders of Securities in
Section 1.6. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office. If the Company fails to give such notice within thirty days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.

Section 6.10. Eligibility; Disqualification. (a) There
shall at all times be a Trustee hereunder which shall

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be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture
Act, shall be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States or of any
State thereof or the District of Columbia and shall have (together with its
direct parent) a combined capital and surplus of at least $50,000,000. If such
company or corporation publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such company or corporation shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Article.

(b) If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture and the Company shall take prompt action to have a successor Trustee
appointed in the manner provided herein. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to the last paragraph of Section 310(b) of the Trust Indenture Act or
any equivalent successor provision.

Section 6.11. Merger, Conversion, Consolidation or
Succession to Business. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

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Section 6.12. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 6.13. Appointment of Authenticating Agent. The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue,
exchange, registration of transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States or of any State thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be con-

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solidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or further act on the part of the Trustee or
the Authenticating Agent.

An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner set forth in Section 1.6, at the
expense of the Company, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section, subject to Section 6.7.

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

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This is one of the Securities of the series described in the
within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By , as
-----------------------
Authenticating Agent

By
----------------------------
Authorized Signatory

ARTICLE 7

Consolidation, Merger or Sale by the Company

Section 7.1. Consolidation, Merger or Sale of Assets
Permitted. The Company shall not consolidate with or merge into, or sell,
transfer, lease or otherwise dispose of its properties and assets as, or
substantially as, an entirety to, any Person unless:

(1) (A) the Company will be the surviving entity or (B)
the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, transfer, lease or
other disposition shall have been made, is an entity organized and
existing under the laws of the United States, any State thereof or the
District of Columbia;

(2) the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
sale, transfer, lease or other disposition shall have been made,
expressly assumes by supplemental indenture, in a form reasonably
satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture, and the Securities and this
Indenture will remain in full force and effect as so supplemented; and

(3) immediately after giving effect to such
consolidation, merger, sale, transfer, lease or other disposition, no
Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the proposed
consolidation, merger, sale, transfer, lease or other disposition an Officers'
Certificate to the foregoing

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effect and an Opinion of Counsel stating that the proposed consolidation,
merger, sale, transfer, lease or other disposition and such supplemental
indenture comply with this Indenture and that all conditions precedent to the
consummation of such transaction under this Section 7.1 have been met.

Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any sale, transfer, lease or other
disposition of properties and assets of the Company as, or substantially as, an
entirety in accordance with this Section 7.1, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale,
transfer, lease or other disposition is made shall succeed to and be
substituted for, and may exercise every right and power of, the Company
hereunder and under the Securities and any interest coupons appertaining
thereto with the same effect as if such successor Person had been named
hereunder and thereunder and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

ARTICLE 8

Supplemental Indentures

Section 8.1. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into indentures supplemental hereto,
in form reasonably satisfactory to the Trustee, for any of the following
purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities and any
interest coupons appertaining thereto; or

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

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(3) to add any additional Events of Default with respect
to all or any series of Securities; or

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to facilitate the
issuance or administration of Bearer Securities (including, without
limitation, to provide that Bearer Securities may be registrable as to
principal only) or to facilitate the issuance or administration of
Securities in global form; or

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

(6) to secure the Securities pursuant to the requirements
of Section 9.5 or otherwise; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.9; or

(9) if allowed without penalty under applicable laws and
regulations, to permit payment in the United States (including any of
the States thereof and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction of principal,
premium, if any, or interest, if any, on Bearer Securities or interest
coupons, if any; or

(10) to correct or supplement any provision herein which
may be inconsistent with any other provision herein or to make any
other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect in any
material respect the interests of the Holders of Securities of any
series; or

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(11) to make provision not adverse to the Holders of
Outstanding Securities of any series with respect to any conversion or
exchange rights of Holders pursuant to the requirements of Article 14,
including providing for the conversion or exchange of the Securities
into any Equity Securities or property of the Company; or

(12) to cure any ambiguity, correct any mistake or comply
with any mandatory provision of law; or

(13) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the Trust Indenture Act or under
any similar federal statute subsequently enacted, and to add to this
Indenture such other provisions as may be expressly required under the
Trust Indenture Act.

Section 8.2. Supplemental Indentures With Consent of
Holders. With the consent of the Holders of not less than a majority of the
aggregate principal amount of the Outstanding Securities of all series
adversely affected by such supplemental indenture (voting as one class), by Act
of said Holders delivered to the Company, the Company and the Trustee may enter
into an indenture or indentures supplemental hereto to add any provisions to or
to change in any manner or eliminate any provisions of this Indenture or of any
other indenture supplemental hereto or to modify in any manner the rights of
the Holders of such Securities; provided, however, that without the consent of
the Holder of each Outstanding Security affected thereby, an amendment under
this Section may not:

(1) change the Stated Maturity of the principal of, or
premium, if any, on, or any installment of principal of or premium, if
any, or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or change the manner in which the amount of
any principal thereof or premium, if any, or interest thereon is
determined or reduce the amount of the principal of any Original Issue
Discount Security or Indexed Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2, or change the currency or currency unit in which any
Securities or any premium or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in

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the case of redemption, on or after the Redemption Date);

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the
requirements of Section 13.4 for quorum or voting;

(3) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in
Section 9.2;

(4) make any change that adversely affects any right to
convert or exchange any Security to which the provisions of Article 14
are applicable or, except as provided in this Indenture, decrease the
conversion or exchange rate or increase the conversion or exchange
price of any such Security; or

(5) make any change in this Section 8.2 except to
increase any percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived with the consent of the
Holders of each Outstanding Security affected thereby.

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it
is sufficient if they consent to the substance thereof.

Section 8.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities of one or more series shall be
set forth in a supplemental indenture that complies with the Trust Indenture
Act as then in effect.

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Section 8.4. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 8.5. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder and
of any interest coupon appertaining thereto shall be bound thereby.

Section 8.6. Reference in Securities to Supplemental
Indentures. Securities, including any interest coupons, of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities
including any interest coupons of any series so modified as to conform, in the
opinion of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities including any interest coupons of such
series.

Section 8.7. Notice of Supplemental Indentures. Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of Section 8.2, the Company shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 1.6, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Company to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

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ARTICLE 9

Covenants

Section 9.1. Payment of Principal, Premium, if any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal
of, premium, if any, and interest, together with additional amounts, if any, on
the Securities of that series in accordance with the terms of the Securities of
such series, any interest coupons appertaining thereto and this Indenture;
provided, however, that amounts properly withheld under the Internal Revenue
Code of 1986, as amended, by any Person from a payment to any Holder of
Securities, after having requested such Holder to provide applicable
information that would allow such Person to make such payment without
withholding, shall be considered as having been paid by the Company to such
Holder for purposes of this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date it is due if there
shall have been sent to the Trustee or Paying Agent by wire transfer (provided,
that the funds sent by such wire transfer shall have been received by the
Trustree by no later than 5:30 p.m., New York City time, on the Business Day
immediately following such date), or if the Trustee or Paying Agent otherwise
holds, on such date money designated for and sufficient to pay the installment.

Section 9.2. Maintenance of Office or Agency. Unless
otherwise specified as contemplated by Section 3.1, if Securities of a series
are issued as Registered Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. Unless otherwise specified as
contemplated by Section 3.1, if Securities of a series are issuable as Bearer
Securities, the Company will maintain, (i) subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for that series
which is located outside the United States where Securities of that series and
related interest coupons may be presented and surrendered for payment;
provided, however, that if the Securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or

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any other required city located outside the United States, as the case may be,
so long as the Securities of that series are listed on such exchange, and (ii)
subject to any laws or regulations applicable thereto, an office or agency in a
Place of Payment for that series which is located outside the United States,
where Securities of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to
any address in the United States, by transfer to an account located in the
United States or upon presentation or surrender in the United States of a
Bearer Security or interest coupon for payment, even if the payment would be
credited to an account located outside the United States; provided, however,
that, if the Securities of a series are denominated and payable in Dollars,
payment of principal of and any premium or interest on any such Bearer Security
shall be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the
full amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions.

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Payment for Securities (including any interest coupons, if any) of any series
for such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

Unless otherwise specified as contemplated by Section 3.1, the
Trustee shall initially serve as Paying Agent.

Section 9.3. Money for Securities Payments to Be Held in
Trust; Unclaimed Money. If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities and any interest coupons
appertaining thereto, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee in writing of its action
or failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any interest coupons appertaining thereto, it
will, prior to each due date of the principal of or any premium or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the
principal of, premium, if any, or interest on Securities of that
series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as
herein provided;

(2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of principal,

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premium, if any, or interest on the Securities of that series; and

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the terms set forth in this Indenture; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of any principal of or
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium, if any, or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security and interest coupon, if any, shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may in the name and at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment with
respect to such series, or cause to be mailed to such Holder, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 9.4. Corporate Existence. Subject to Article 7,
the Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if it
shall be determined that such

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abandonment or termination is desirable in the conduct of the business of the
Company.

Section 9.5. Limitations on Liens. The Company will not,
nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any
debt for money borrowed (excluding trade accounts payable or accrued
liabilities arising in the normal course of business) (herein referred to as
"Indebtedness") if such Indebtedness is secured by any mortgage, security
interest, pledge, lien or other encumbrance (herein referred to as a "Lien" or
"Liens") upon any Principal Property of the Company or of a Restricted
Subsidiary or on any shares of stock of any Restricted Subsidiary, whether such
Principal Property or shares of stock are owned at the date of this Indenture
or thereafter acquired, without in any such case effectively providing that the
Securities of any outstanding series that are entitled to the benefits of such
provision of this Indenture (together with, if the Company shall so determine,
any other indebtedness of or guaranteed by the Company or such Restricted
Subsidiary entitled thereto, subject to applicable priority of payment) shall
be secured equally and ratably with, or prior to, such Indebtedness so long as
such Indebtedness shall be so secured; provided, however, that the foregoing
restriction does not apply to any of the following:

(a) Liens on any property or assets acquired, constructed
or improved by the Company or any Restricted Subsidiary which are
created or assumed prior to, contemporaneously with, or within one
year after the later of such acquisition, completion of such
construction or improvement or commencement of operation of such
property or assets to secure or provide for the payment of all or any
part of the purchase price of such property or assets or the cost of
such construction or improvement;

(b) Liens on any property or assets existing thereon at
the time of the acquisition thereof by the Company or any Restricted
Subsidiary;

(c) Liens on any property, assets or stock of any Person
existing at the time such Person is merged with or into or
consolidated with the Company or a Restricted Subsidiary or at the
time of a purchase, lease or other acquisition of the properties,
assets or stock of such Person;

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(d) Liens on property, assets or securities of a Person
existing at the time such Person becomes a Restricted Subsidiary;

(e) Liens to secure Indebtedness of a Restricted
Subsidiary to the Company or to another Restricted Subsidiary;

(f) Liens in favor of the United States or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States or any State thereof, to secure
partial progress, advance or other payments pursuant to any contract
or statute or to secure any Indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
constructing or improving the property or assets subject to such
Liens;

(g) any Lien upon any property or assets in accordance
with customary banking practice to secure any Indebtedness incurred by
the Company or any Restricted Subsidiary in connection with the
exporting of goods to, or between, or the marketing of goods in, or
the importing of goods from, foreign countries;

(h) any Lien in existence on the date of this Indenture
or created pursuant to an "after-acquired property" clause or similar
term in existence on the date of this Indenture or any mortgage,
pledge agreement, security agreement or other similar instrument in
existence on the date of this Indenture; and

(i) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
Lien referred to in the foregoing clauses (a) to (h), inclusive;
provided, however, that the principal amount of Indebtedness secured
thereby shall not exceed the greater of the principal amount of
Indebtedness so secured at the time of such extension, renewal or
replacement and the original principal amount of the Indebtedness so
secured (plus, in each case, the aggregate amount of premiums, other
payments, costs and expenses required to be paid or incurred in
connection with such extension, renewal or replacement); provided,
further, however, that such extension, renewal or replacement shall be
limited to all or a part of the property (including improvements,
alterations and repairs on such property) subject to

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the encumbrance so extended, renewed or replaced (plus improvements,
alterations or repairs on such property).

Notwithstanding the foregoing, such restriction does not apply to the issuance,
assumption or guarantee by the Company or any Restricted Subsidiary of
Indebtedness secured by a Lien which would otherwise be subject to the
foregoing restrictions up to an aggregate principal amount which, together with
all other Indebtedness of the Company and its Restricted Subsidiaries secured
by Liens which would otherwise be subject to the foregoing restrictions (other
than Liens permitted under the foregoing exceptions) and the net sale proceeds
from Sale and Leaseback Transactions (as defined in Section 9.6) in existence
at such time (other than any Sale and Leaseback Transaction permitted by
clauses (i) through (v), inclusive, of Section 9.6), does not at the time
exceed 15% of Consolidated Net Tangible Assets.

Section 9.6. Restrictions on Sale and Leaseback
Transactions. The Indenture will provide that the Company will not, nor will
it permit any Restricted Subsidiary to, enter into any arrangement with any
Person providing for the leasing to the Company or any Restricted Subsidiary of
any Principal Property which Principal Property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person (herein
referred to as a "Sale and Leaseback Transaction") unless (i) the Company or
such Restricted Subsidiary would be entitled to incur Indebtedness secured by a
Lien on the Principal Property to be leased as permitted by clauses (a) through
(i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale
proceeds from such Sale and Leaseback Transaction without equally and ratably
securing the Securities; (ii) the lease is for a term, including any renewal
thereof, of not more than three years; (iii) the lease is between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale
and Leaseback Transaction occurs within one year from the date of acquisition
of the Principal Property subject thereto or the date of completion of
construction or commencement of operations, whichever is later; or (v) the
Company shall, and in any such case the Company covenants that it will, within
180 days of the effective date of any such arrangement, apply an amount equal
to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment,
redemption or retirement of Funded Debt of the Company or any Restricted
Subsidiary or (y) investment in another Principal Property. Notwithstanding
the foregoing, the Company may, and may permit any Restricted Subsidiary to,
effect any Sale and

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Leaseback Transaction, provided that the net sale proceeds from such Sale and
Leaseback Transaction, together with the aggregate principal amount of
outstanding Indebtedness (other than the Securities) secured by Liens upon
Principal Properties not excepted by any of clauses (a) through (i), inclusive,
of Section 9.5, do not exceed 15% of the Consolidated Net Tangible Assets.

Section 9.7. Annual Review Certificate. The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, a certificate from the principal executive
officer, principal financial officer or principal accounting officer of the
Company stating that a review of the activities of the Company during such year
and of performance under this Indenture has been made under his or her
supervision and to the best of his or her knowledge, based on such review, the
Company has fulfilled all of its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to him or her and the nature and
status thereof. For purposes of this Section 9.7, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

ARTICLE 10

Holders' Lists and Reports by Trustee and Company

Section 10.1. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each
Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of
Registered Securities of each series as of such Regular Record Date;
and

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

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

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Section 10.2. Preservation of Information, Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Registered
Securities contained in the most recent list furnished to the Trustee as
provided in Section 10.1 and the names and addresses of Holders of Registered
Securities received by the Trustee in its capacity as Registrar. The Trustee
may destroy any list furnished to it as provided in Section 10.1 upon receipt
of a new list so furnished.

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

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

Section 10.3. Reports by Trustee. (a) The Trustee shall
transmit to Holders of Securities such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing with the first July 15 after the first
issuance of Securities under this Indenture.

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

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

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

(c) The Company shall transmit by mail to all Holders of
Securities, within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to Sections 10.4(a) and (b), as may be required by
rules and regulations prescribed from time to time by the Commission.

ARTICLE 11

Redemption

Section 11.1. Applicability of Article. Securities
(including interest coupons, if any) of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 3.1 for Securities of
any series) in accordance with this Article.

Section 11.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including interest coupons,
if any, that, at the

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time of such election, may be redeemed at the option of the Company, shall be
evidenced by or pursuant to a Board Resolution. In the case of any such
redemption at the election of the Company of less than all the Securities or
interest coupons, if any, of any series, the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of
any redemption of Securities (i) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

Section 11.3. Selection of Securities to Be Redeemed.
Unless otherwise specified as contemplated by Section 3.1, if less than all the
Securities (including interest coupons, if any) of a series with the same terms
are to be redeemed, the Trustee, not more than 45 days prior to the Redemption
Date, shall select the Securities of the series to be redeemed in such manner
as the Trustee shall deem fair and appropriate. The Trustee shall make the
selection from Securities of the series that are Outstanding and that have not
previously been called for redemption and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities, including interest coupons, if any, of that series or any integral
multiple thereof) of the principal amount of Securities, including interest
coupons, if any, of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the
Trustee for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Company shall
so direct, Securities registered in the name of the Company, any Affiliate or
any Subsidiary thereof shall not be included in the Securities selected for
redemption.

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part, to the portion of the principal amount of such Securities (including
interest coupons, if any) which has been or is to be redeemed.

Section 11.4. Notice of Redemption. Unless otherwise
specified as contemplated by Section 3.1, notice of redemption shall be given
in the manner provided in Section 1.6 not less than 30 days nor more than 60
days prior to the Redemption Date to the Holders of the Securities to be
redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

(4) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all interest coupons
appertaining thereto, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price;

(5) that Securities of the series called for redemption
and all unmatured interest coupons, if any, appertaining thereto must
be surrendered to the Paying Agent to collect the Redemption Price;

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

(7) that the redemption is from a sinking fund, if such
is the case;

(8) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all interest coupons maturing subsequent to the
Redemption Date or the amount of any such missing interest coupon or
interest coupons will be deducted from the Re-

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demption Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished;

(9) the CUSIP number, if any, of the Securities;

(10) if applicable, the conversion or exchange price, the
date on which the right to convert or exchange the Securities (or
portions thereof to be redeemed) will terminate and the place or
places where such Securities may be surrendered for conversion or
exchange; and

(11) the procedures that a Holder must follow to surrender
the Securities so to be redeemed.

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

Section 11.5. Deposit of Redemption Price. On or prior to
any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 9.3) an amount of money in the
currency or currencies (including currency unit or units) in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

Unless any Security by its terms prohibits any redemption
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting of an amount
equal to the then applicable Redemption Price for such Securities against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

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shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the interest coupons for any such
interest appertaining to any Bearer Security so to be redeemed, except to the
extent provided below, shall be void. Except as provided in the next
succeeding paragraph, upon surrender of any such Security, including interest
coupons, if any, for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States and its possessions (except as otherwise provided in Section
9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of interest coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities that are due and payable on
Interest Payment Dates that are on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant interest coupons maturing after the Redemption
Date, such Bearer Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing interest coupons,
or the surrender of such missing interest coupon or interest coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to the Trustee or any Paying Agent any such missing interest coupon
in respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by interest coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
interest coupons.

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If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

Section 11.7. Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part at any Place of Payment therefor (with,
if the Company or the Trustee so required, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his or her attorney duly authorized in
writing), the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of that Security, without service charge, a new Security
or Securities of the same series, having the same form, terms and Stated
Maturity, in any authorized denomination equal in aggregate principal amount to
the unredeemed portion of the principal amount of the Security surrendered.

ARTICLE 12

Sinking Funds

Section 12.1. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as
an "optional sinking fund payment." If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

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Securities of such series, with all unmatured interest coupons appertaining
thereto and (ii) may apply as a credit Securities of a series which have been
(x) redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, (y) converted or exchanged
pursuant to Article 14 or (z) previously delivered to the Trustee and cancelled
without reissuance pursuant to Section 3.9, in each case in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities
have not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE 13

Meetings of Holders of Bearer Securities

Section 13.1. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series

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issuable as Bearer Securities may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, election, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

Section 13.2. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
issuable as Bearer Securities for any purpose specified in Section 13.1, to be
held at such time and at such place in The City of New York or in such other
place as may be acceptable to the Company. Notice of every meeting of Holders
of Securities, 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 given,
in the manner provided in Section 1.6, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 13.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount specified, as the case may be, may determine the time
and the place in The City of New York or such other place as may be acceptable
to the Company for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in paragraph (a) of this Section.

Section 13.3. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series issuable
as Bearer Securities, a Person shall be (a) a Holder of one or more Outstanding
Securities of such series, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Outstanding Securities
of such series by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their

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counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

Section 13.4. Quorum; Action. The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of the applicable
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any such adjourned meeting
shall be given as provided in Section 13.2(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened.

At the reconvening of any meeting adjourned for a lack of a
quorum pursuant to the preceding paragraph, the Persons entitled to vote 25% in
principal amount of the Outstanding Securities of the applicable series at the
time shall constitute a quorum for the taking of any action set forth in the
notice of the original meeting. Notice of the reconvening of a meeting
adjourned for lack of a quorum shall state expressly the percentage of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all matters (except
as limited by the proviso to Section 8.2) shall be effectively passed and
decided if passed or decided by the Persons entitled to vote not less than the
lesser of (i) a majority in principal amount of Outstanding Securities of the
applicable series and (ii) 66 2/3% in principal amount of Outstanding
Securities of such series represented and voting at such meeting; provided,
however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, election, waiver or other Act which
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly

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reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the lesser of (i) the Holders of such specified percentage in principal
amount of the Outstanding Securities of such series and (ii) a majority in
principal amount of Outstanding Securities of such series represented and
voting at such meeting or adjourned meeting.

Any resolution passed or decisions taken at any meeting of
Holders of Securities of any series issuable as Bearer Securities duly held in
accordance with this Section shall be binding on all the Holders of Securities
of such series and interest coupons, whether or not present or represented at
the meeting.

In the event that any meeting shall be adjourned for lack of a
quorum or that, at any meeting at which a quorum is present, any proposed
resolution or decision shall not be passed or taken because the Holders of the
percentage of Outstanding Securities of any series issuable as Bearer
Securities needed to approve such resolution or decision did not vote in favor
of such resolution or decision, the principal amount of Outstanding Securities
of such series represented at such meeting and voting in favor of such
resolution or decision may be counted for purposes of calculating whether the
consent of the Holders of the percentage of Outstanding Securities of such
series needed in order to make, give or take any request, demand,
authorization, direction, notice, consent, election, waiver or other action has
been obtained, and such vote shall constitute the consent thereto of such
Holders.

Section 13.5. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) 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 Securities of any series issuable as
Bearer Securities in regard to proof of the holding of Securities of such
series 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
Securities of a series issuable as Bearer Securities shall be proved in the
manner specified in Section 1.4 and the appointment of any proxy shall be
provided in the manner specified in Section 1.4 or by having the signature of
the Person executing the proxy witnessed or guaranteed by any trust company,
bank

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<PAGE> 106
or banker authorized by Section 1.4 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman (which may be a Responsible Officer of the
Trustee) of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities of a series as provided in Section 13.2(b),
in which case the Company or the Holders of Securities of such series calling
the 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 Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security or proxy
shall be entitled to one vote for each U.S. $5,000 principal amount of
Securities held or represented by him or her; provided, however, that no vote
shall be cast or counted at any meeting in respect of any 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, except
as a Holder of a Security or proxy.

(d) Any meeting of Holders of Securities of a series
issuable as Bearer Securities duly called pursuant to Section 13.2 at which a
quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting, and the meeting may be held as so adjourned
without further notice.

Section 13.6. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series issuable as Bearer Securities shall be by written
ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities held or
represented by them. The permanent chairman of the meeting shall appoint an
inspector of votes who shall count all votes

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<PAGE> 107
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting its verified written report of all votes cast
at the meeting. A record of the proceedings of each meeting of Holders of
Securities shall be prepared by the applicable secretary of the meeting and
there shall be attached to said record the original report of the inspector 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 given as provided in Section 13.2 and, if
applicable, Section 13.4. At least two copies of such record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one copy thereof 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. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

ARTICLE 14

Conversion or Exchange of Securities

Section 14.1. Applicability of Article. (a) The
provisions of this Article 14 shall be applicable to the Securities of any
series which are convertible or exchangeable into Equity Securities of the
Company, and to the issuance of such Equity Securities upon the conversion or
exchange of such Securities, except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series.

(b) For purposes of this Article 14, the term "Equity
Securities" shall mean all or any of the following, authorized from time to
time: (i) the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), (ii) the Company's Preferred Stock, no par value per share (the
"Preferred Stock"), and (iii) any other equity securities of the Company.

100
<PAGE> 108
portion thereof. Such notice shall also state, if different from the name and
address of such Holder, the name or names (with address) in which the
certificate or certificates for Equity Securities which shall be issuable on
such conversion or exchange shall be issued. Registered Securities surrendered
for conversion or exchange shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing.

(b) Registered Securities so surrendered for conversion
or exchange during the period from the close of business on any Regular Record
Date to the opening of business on the corresponding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted or exchanged, and such
interest shall be payable to such registered Holder on such Interest Payment
Date notwithstanding the conversion or exchange of such Security, subject to
the provisions of Section 3.7 relating to the payment of Defaulted Interest by
the Company.

(c) As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject
to Section 3.3, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency
at which such Security is surrendered, to such Holder or on its written order,
a certificate or certificates for the number of Equity Securities issuable upon
the conversion or exchange of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Equity Security otherwise issuable upon such
conversion or exchange.

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<PAGE> 109
conversion or exchange by the Company and such Security shall have been
surrendered as aforesaid and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for Equity Securities of the
Company shall be issuable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the Equity Securities
represented thereby. Except as set forth above and subject to paragraph (d) of
Section 3.7, no payment or adjustment shall be made upon any conversion or
exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange, or on account of any dividends on the Equity Securities
of the Company issued upon such conversion or exchange if the record date for
the payment of such dividends occurs prior to or on the date on which such
conversion or exchange shall be deemed to have been effected.

In the case of any Security which is converted or exchanged in
part only, upon such conversion or exchange the Company shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal
to the unconverted or unexchanged portion of such Security.

Section 14.3. No Fractional Equity Securities. No
fractional Equity Security of the Company shall be issued upon conversions or
exchanges of Securities of any series. If more than one Security shall be
surrendered for conversion or exchange at one time by the same Holder, the
number of full shares of the Equity Security which shall be issuable upon
conversion or exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this
Section 14.3, any Holder of a Security or Securities would be entitled to a
fractional share of any Equity Security of the Company upon the conversion or
exchange of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current market
value of such fractional share computed, (i) if such Equity Security is listed
or admitted to unlisted trading privileges on a national securities exchange,
on the basis of the last reported sale price regular way on the principal
exchange where such Equity Security is listed or admitted, on the last trading
day prior to the date of conversion or exchange upon which such a sale shall

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<PAGE> 110
have been effected, (ii) if such Equity Security is not at the time so listed
or admitted on a national securities exchange but is quoted on the National
Market System of the National Association of Securities Dealers, Inc.
("NASDAQ"), on the basis of the average of the bid and asked prices of such
Equity Security on NASDAQ on the last trading day prior to the date of
conversion or exchange, (iii) if such Equity Security is not at the time so
listed or admitted to unlisted trading privileges on a national securities
exchange or quoted on NASDAQ, on the basis of the average of the bid and asked
prices of such Equity Security in the over-the-counter market, on the last
trading day prior to the date of conversion or exchange, as reported by the
National Quotation Bureau Incorporated or similar organization if the National
Quotation Bureau Incorporated is no longer reporting such information, or (iv)
in accordance with the terms of the supplemental indenture or Board Resolutions
setting the terms of the Securities of such series. For purposes of this
Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday other than any day on which the applicable Equity Security is not traded
or quoted on a national securities exchange, or if the applicable Equity
Security is not traded or quoted on a national securities exchange, on NASDAQ
or the principal exchange or market on which the applicable Equity Security is
traded or quoted.

Section 14.4. Adjustment of Conversion or Exchange Price;
Consolidation or Merger. The conversion or exchange price of Securities of any
series that is convertible or exchangeable into an Equity Security of the
Company shall be adjusted for any stock dividends, stock splits,
reclassification, combinations or similar transactions, and the securities,
assets or other property into or for which such Securities may be converted or
exchanged as a result of any consolidation, merger, combination or similar
transaction shall be determined, in accordance with the terms of the
supplemental indenture or Board Resolutions setting the terms of the Securities
of such series.

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<PAGE> 111
or exchanged are changed as a result of any consolidation, merger or similar
transaction, the Company shall determine the nature and amount of such
securities, assets or other property in accordance with the terms of the
applicable Board Resolution or supplemental indenture and shall prepare an
Officer's Certificate describing such securities, assets or other property and
stating the amount of such securities, assets or other property into or for
which such Securities have become convertible or exchangeable. Such
certificates shall forthwith be filed at each office or agency maintained for
the purpose of conversion or exchange of Securities pursuant to Section 9.2
and, if different, with the Trustee. The Company shall forthwith cause a
notice setting forth the adjusted conversion or exchange price or describing
such securities, assets or other property, as applicable, to be mailed, first
class postage prepaid, to each Holder of Registered Securities of such series
at its address appearing on the Register and to any conversion or exchange
agent other than the Trustee.

Section 14.5. Notice of Certain Corporate Actions. If any
series of Securities which are directly or indirectly convertible or
exchangeable for any Equity Securities are Outstanding, in case:

(a) the Company shall declare a dividend (or any other
distribution) on any class of such Equity Securities payable otherwise
than in cash out of its retained earnings (other than a dividend for
which approval of any stockholder of the Company is required); or

(b) the Company shall authorize the granting to the
holders of any class of such Equity Securities of rights, options or
warrants to subscribe for or purchase any shares of capital stock of
any class or of any other rights (other than any such grant for which
approval of any stockholder of the Company is required); or

(c) of any reclassification of any class of such Equity
Securities (other than a subdivision or combination of its outstanding
Equity Securities, or of any consolidation, merger or share exchange
to which the Company is a party and for which approval of any
stockholder of the Company is required), or of the sale of all or
substantially all of the assets of the Company; or

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<PAGE> 112
(d) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their addresses as they shall appear in the
Register, at least 15 days (or 10 days in any case specified in clause (a) or
(b) above) prior to the applicable record date hereinafter specified, a notice
stating (i) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights, options or warrants, or, if a record is not to
be taken, the date as of which the Holders of such Equity Securities of record
to be entitled to such dividend, distribution, rights, options or warrants are
to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of such Equity Securities of record shall be entitled to
exchange such Equity Securities for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up. If at any time the Trustee shall
not be the conversion or exchange agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

Section 14.6. Reservation of Equity Securities. The Company
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued Equity Securities, for the purpose of effecting
the conversion or exchange of Securities, the full number of Equity Securities
of the Company then issuable upon the conversion or exchange of all Outstanding
Securities of any series that has conversion or exchange rights.

Section 14.7. Payment of Certain Taxes Upon Conversion or
Exchange. The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of its Equity Securities on conversion or
exchange of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of its Equity Securities in a name other
than that of the Holder of the Security or Securities to be converted or
exchanged, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has
been paid.

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Section 14.8. Duties of Trustee Regarding Conversion or
Exchange. Neither the Trustee nor any conversion or exchange agent shall at
any time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Equity Securities of the
Company to determine whether any facts exist which may require any adjustment
of the conversion or exchange price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture, any resolutions of the Board of
Directors or written instrument executed by one or more officers of the Company
provided to be employed in making the same. Neither the Trustee nor any
conversion or exchange agent shall be accountable with respect to the validity
or value (or the kind or amount) of any Equity Securities of the Company, or of
any securities or property, which may at any time be issued or delivered upon
the conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 6.1, neither the Trustee nor any
conversion or exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any of its Equity Securities or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or exchange or to comply with any of the
covenants of the Company contained in this Article 14 or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company.

Section 14.9. Repayment of Certain Funds Upon Conversion or
Exchange. Any funds which at any time have been deposited by the Company or on
its behalf with the Trustee or any Paying Agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for any sinking fund referred to in
Article 12 hereof) and which shall not be required for such purposes because of
the conversion or exchange of such Securities as provided in this Article 14
shall after such conversion or exchange be repaid to the Company by the Trustee
upon the Company's written request by Company Request.

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<PAGE> 114
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

MAPCO INC.

By: /s/ ROBERT G. SACHSE
-----------------------------------
Name: Robert G. Sachse
Title: Executive Vice President and
Chief Operating Officer

[Seal]

Attest:

/s/ JAMES N. CUNDIFF
- -----------------------------------
Name: James N. Cundiff
Title: Assistant Secretary

THE FIRST NATIONAL BANK
OF CHICAGO

By: /s/ JOHN R. PRENDIVILLE
-----------------------------------
Name: John R. Prendiville
Title: Vice President

[Seal]

Attest:

/s/ RICHARD D. MANELLA
- -----------------------------------
Name: Richard D. Manella
Title: Vice President

107

<PAGE> 1
Draft--February 21, 1997

EXHIBIT 4.5.2

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

MAPCO INC.

and

THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

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

SUPPLEMENTAL INDENTURE NO. 1

Dated ___________, 1997

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

Series of
__% Notes due 2009
$100,000,000

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

<PAGE> 2

MAPCO INC.

SUPPLEMENTAL INDENTURE NO. 1

$100,000,000
__% Notes due 2009

SUPPLEMENTAL INDENTURE NO. 1, dated as of _______, 1997,
between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as trustee (the
"Trustee").

Recitals

The Company has heretofore executed and delivered to the
Trustee a Senior Indenture, dated as of _______, 1997 (the "Indenture"),
providing for the issuance from time to time of a series of the Company's
Securities.

Section 3.1 of the Indenture provides for various matters
with respect to any series of Securities issued under the Indenture to be
established in an indenture supplemental to the Indenture.

Section 8.1(7) of the Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as permitted by
Sections 2.1 and 3.1 of the Indenture.

For and in consideration of the premises and the issuance of
the series of Securities provided for herein, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the Holders of the
Securities of such series:

<PAGE> 3

ARTICLE 1

Relation to Indenture; Definitions

Section 1.1. This Supplemental Indenture No. 1 constitutes
an integral part of the Indenture.

Section 1.2. For all purposes of this Supplemental
Indenture No. 1:

(1) capitalized terms used herein without definition shall
have the meanings specified in the Indenture;

(2) all references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections
of this Supplemental Indenture No. 1; and

(3) the terms "herein", "hereof", "hereunder" and other
words of similar import refer to this Supplemental Indenture No. 1.

ARTICLE 2

The Series of Notes

Section 2.1. Title of the Securities. There shall be a
series of Securities designated as the "__% Notes due 2009" (the "Notes").

Section 2.2. Limitation on Aggregate Principal Amount; Date
of Notes. The aggregate principal amount of the Notes shall not exceed
$100,000,000. Each Note shall be dated the date of its authentication.

Section 2.3. Principal Payment Date. The principal of the
Notes shall be payable in a single installment on March 15, 2009.

2
<PAGE> 4

Section 2.4. Interest and Interest Rates. Interest on the
Notes shall be payable semi-annually on March 15 and September 15 of each year
beginning on September 15, 1997 (each, an "Interest Payment Date"); provided,
however, that if an Interest Payment Date would otherwise be a day that is not
a Business Day, such Interest Payment Date shall be the succeeding Business
Day. The interest so payable on any Note which is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose
name such Note is registered at the close of business on the March 1 or
September 1, respectively (whether or not a Business Day), preceding such
Interest Payment Date (each, a "Regular Record Date").

The interest payable on each Interest Payment Date shall be
the amount of interest accrued for the period from and including ________, 1997
or from and including the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, to, but excluding, such
Interest Payment Date. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

The interest rate borne by the Notes will be __% per annum
until paid in full.

Section 2.5. Place of Payment. The Place of Payment where
the Notes may be presented or surrendered for payment, where the principal of
and interest and any other payments due on the Notes are payable, where the
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to and upon the Company in respect of the Notes and the
Indenture may be served shall be in the Borough of Manhattan, The City of New
York, and the office or agency maintained by the Company for such purpose
shall initially be the Corporate Trust Office of the Trustee.

Section 2.6. Redemption. The Notes shall not be subject to
redemption at the option of the Company at any time prior to their Stated
Maturity, and the Company shall

3
<PAGE> 5

have no obligation to redeem or purchase the Notes pursuant to any sinking fund
or analogous provisions or upon the happening of any specified event or at the
option of any Holder of the Notes.

Section 2.7. Denomination. The Notes shall be issued in
denominations of $1,000 and integral multiples thereof.

Section 2.8. Currency. Principal and interest on the Notes
shall be payable in Dollars.

Section 2.9. Registered Securities. The Notes shall be
issued as Registered Securities, without coupons.

Section 2.10. Notes to be Issued in Global Form; Exchange for
Certificated Notes. The Notes will be initially represented by one or more
Notes in global form (the "Global Notes"). The Company hereby designates The
Depository Trust Company as the initial Depositary for the Global Notes. The
Global Notes will be deposited with the Trustee, as custodian for the
Depositary. Unless and until they are exchanged in whole or in part for Notes
in certificated form, the Global Notes may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary for the Notes or a
nominee of such successor Depositary. The Depositary may surrender a Global
Note in exchange in whole or in part for Notes in certificated form on such
terms as are acceptable to the Company and the Depositary.

The Company may at any time in its sole discretion determine
that all or any portion of the Notes shall no longer be represented by a Note
or Notes in global form. In such event the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Notes of like tenor, shall authenticate and deliver Notes of like
tenor in certificated

4
<PAGE> 6

form, in authorized denominations and in an aggregate principal amount equal
to the applicable principal amount of the Global Note or Global Notes, in
exchange for such Global Note or Global Notes (or the applicable portion
thereof).

Section 2.11. Form of Notes. The Notes shall be
substantially in the form attached as Exhibit A hereto.

Section 2.12. Defeasance and Covenant Defeasance. The
provisions of Sections 4.4 and 4.5 of the Indenture shall apply to the Notes.

Section 2.13. Registrar and Paying Agent. The Trustee shall
initially serve as Registrar and Paying Agent.

ARTICLE 3

Miscellaneous Provisions

Section 3.1. The Indenture, as supplemented and amended by
this Supplemental Indenture No. 1, is in all respects hereby adopted, ratified
and confirmed.

Section 3.2. This Supplemental Indenture No. 1 may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.

SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

5
<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 1 to be duly executed, as of the day and year first
written above.

MAPCO INC.

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

[Corporate Seal]

ATTEST:

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

THE FIRST NATIONAL BANK OF
CHICAGO, Trustee

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

[Seal]

ATTEST:

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

6
<PAGE> 8

EXHIBIT A

[FORM OF FACE OF NOTE]

THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

MAPCO INC.

__% Notes due 2009

CUSIP No. _______

No. _________ $__________

MAPCO Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of _____________ Dollars (U.S. $________) on March
15, 2009, and to pay on March 15 and September 15 of each year beginning on
September 15, 1997 (each, an "Interest Payment Date"; provided, however, that
if an Interest Payment Date would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be the succeeding Business Day) the
amount of interest accrued thereon for the period from and including
__________, 1997 or from and including the most recent Interest Payment Date to
which interest has been paid

<PAGE> 9

or duly provided for, as the case may be, to, but excluding, such Interest
Payment Date, at the rate of __% per annum. The rate of interest on any overdue
principal and, to the extent permitted by applicable law, overdue interest
shall be the rate of interest in effect on this Note from time to time.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on such Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 1 or September
1, respectively (whether or not a Business Day), preceding such Interest
Payment Date. Interest payable on this Note which is not punctually paid or
duly provided for on any Interest Payment Date therefor shall forthwith cease
to be payable to the Person in whose name this Note is registered at the close
of business on the Regular Record Date preceding such Interest Payment Date,
and such defaulted interest shall instead be payable to the Person in whose
name this Note is registered on the special record date or other specified date
determined in accordance with the Indenture referred to on the reverse hereof.

Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (which shall initially be an office
or agency of the Trustee), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company, interest
on the Notes may be paid (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the register of Holders of the
Notes or (ii) at the expense of the Company, by wire transfer to an account
maintained by the Person entitled thereto as specified in the register of
Holders of the Notes.

<PAGE> 10

Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

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

Dated:

[Corporate Seal] MAPCO INC.

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

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of a series described in the
within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By:
-----------------------
Authorized Signatory

3
<PAGE> 11

[FORM OF REVERSE OF NOTE]

This Note is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of _________, 1997 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof (collectively, the "Notes"), limited to
$100,000,000 in aggregate principal amount, and is issued pursuant to
Supplemental Indenture No. 1, dated _________, 1997, between the Company and
the Trustee, relating to the Notes.

The Notes shall not be subject to redemption at the option of
the Company at any time and the Company shall have no obligation to redeem or
purchase the Notes pursuant to any sinking fund or upon the happening of any
specified event or at the option of any Holder of the Notes.

The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness on this Note upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.

If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.

<PAGE> 12
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series adversely affected (voting as one class). The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive past Defaults or Events of
Default under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Note at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain
limitations as therein set forth, the transfer of this Note is registrable on
the Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company to be maintained for that purpose in The City
of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes, of like tenor, of authorized denominations
and for the same aggregate prin-

2
<PAGE> 13

cipal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for Notes having a like aggregate principal amount, of like tenor
and having a different authorized denomination, as requested by the Holder
surrendering the same.

No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment of principal of and (subject to Section
3.7 of the Indenture) interest on this Note and for all other purposes
whatsoever, whether or not this Note shall be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Capitalized terms used in this Note without definition shall
have the meanings specified in the Indenture.

<PAGE> 1

Draft--February 21, 1997

EXHIBIT 4.5.3

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

MAPCO INC.

and

THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

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

SUPPLEMENTAL INDENTURE NO. 2

Dated ___________, 1997

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

Series of
__% Debentures due 2027
$100,000,000

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

<PAGE> 2

MAPCO INC.

SUPPLEMENTAL INDENTURE NO. 2

$100,000,000
__% Debentures due 2027

SUPPLEMENTAL INDENTURE NO. 2, dated as of _______, 1997,
between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as trustee (the
"Trustee").

Recitals

Section 3.1 of the Indenture provides for various matters
with respect to any series of Securities issued under the Indenture to be
established in an indenture supplemental to the Indenture.

<PAGE> 3

ARTICLE 1

Relation to Indenture; Definitions

Section 1.1. This Supplemental Indenture No. 2 constitutes
an integral part of the Indenture.

Section 1.2. For all purposes of this Supplemental
Indenture No. 2:

(1) Capitalized terms used herein without definition shall
have the meanings specified in the Indenture;

(2) all references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections
of this Supplemental Indenture No. 2; and

(3) the terms "herein", "hereof", "hereunder" and other
words of similar import refer to this Supplemental Indenture No. 2.

ARTICLE 2

The Series of Debentures

Section 2.1. Title of the Securities. There shall be a series
of Securities designated as the "__% Debentures due 2027" (the "Debentures").

Section 2.2. Limitation on Aggregate Principal Amount; Date
of Debentures. The aggregate principal amount of the Debentures shall not
exceed $100,000,000. Each Debenture shall be dated the date of its
authentication.

Section 2.3. Principal Payment Date. The principal of the
Debentures shall be payable in a single installment on March 15, 2027.

2
<PAGE> 4

Section 2.4. Interest and Interest Rates. Interest on the
Debentures shall be payable semi-annually on March 15 and September 15 of each
year beginning on September 15, 1997 (each, an "Interest Payment Date");
provided, however, that if an Interest Payment Date would otherwise be a day
that is not a Business Day, such Interest Payment Date shall be the succeeding
Business Day. The interest so payable on any Note which is punctually paid or
duly provided for on any Interest Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the March 1 or
September 1, respectively (whether or not a Business Day), preceding such
Interest Payment Date (each, a "Regular Record Date").

The interest rate borne by the Debentures will be __% per
annum until paid in full.

Section 2.5. Place of Payment. The Place of Payment where the
Debentures may be presented or surrendered for payment, where the principal of
and interest and any other payments due on the Debentures are payable, where
the Debentures may be surrendered for registration of transfer or exchange and
where notices and demands to and upon the Company in respect of the Debentures
and the Indenture may be served shall be in the Borough of Manhattan, The City
of New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.

Section 2.6. Redemption. The Debentures shall
not be subject to redemption at the option of the Company at

<PAGE> 5

any time prior to their Stated Maturity, and the Company shall have no
obligation to redeem or purchase the Debentures pursuant to any sinking fund or
analogous provisions or upon the happening of any specified event or at the
option of any Holder of the Debentures.

Section 2.7. Denomination. The Debentures shall be issued in
denominations of $1,000 and integral multiples thereof.

Section 2.8. Currency. Principal and interest on the
Debentures shall be payable in Dollars.

Section 2.9. Registered Securities. The Debentures shall be
issued as Registered Securities, without coupons.

Section 2.10. Debentures to be Issued in Global Form;
Exchange for Certificated Debentures. The Debentures will be initially
represented by one or more Debentures in global form (the "Global Debentures").
The Company hereby designates The Depository Trust Company as the initial
Depositary for the Global Debentures. The Global Debentures will be deposited
with the Trustee, as custodian for the Depositary. Unless and until they are
exchanged in whole or in part for Debentures in certificated form, the Global
Debentures may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary for the Debentures or a nominee of such successor
Depositary. The Depositary may surrender a Global Debenture in exchange in
whole or in part for Debentures in certificated form on such terms as are
acceptable to the Company and the Depositary.

The Company may at any time in its sole discretion determine
that all or any portion of the Debentures shall no longer be represented by a
Debenture or Debentures in global form. In such event the Company shall
execute, and the

4
<PAGE> 6

Trustee, upon receipt of a Company Order for the authentication and delivery
of certificated Debentures of like tenor, shall authenticate and deliver
Debentures of like tenor in certificated form, in authorized denominations and
in an aggregate principal amount equal to the applicable principal amount of
the Global Debenture or Global Debentures, in exchange for such Global
Debenture or Global Debentures (or the applicable portion thereof).

Section 2.11. Form of Debentures. The Debentures shall be
substantially in the form attached as Exhibit A hereto.

Section 2.12. Defeasance and Covenant Defeasance. The
provisions of Sections 4.4 and 4.5 of the Indenture shall apply to the
Debentures.

Section 2.13. Registrar and Paying Agent. The Trustee shall
initially serve as Registrar and Paying Agent.

ARTICLE 3

Miscellaneous Provisions

Section 3.1. The Indenture, as supplemented and amended by
this Supplemental Indenture No. 2, is in all respects hereby adopted, ratified
and confirmed.

Section 3.2. This Supplemental Indenture No. 2 may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.

SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH
DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 2 to be duly executed, as of the day and year first
written above.

MAPCO INC.

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

[Corporate Seal]

ATTEST:

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

THE FIRST NATIONAL BANK OF
CHICAGO, Trustee

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

[Seal]

ATTEST:

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

6
<PAGE> 8

EXHIBIT A

[FORM OF FACE OF DEBENTURE]

THIS DEBENTURE IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED FORM,
THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

MAPCO INC.

__% Debentures due 2027

CUSIP No. _______

No. _________ $__________

MAPCO Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of _____________ Dollars (U.S. $________) on March
15, 2027, and to pay on March 15 and September 15 of each year beginning on
September 15, 1997 (each, an "Interest Payment Date"; provided, however, that
if an Interest Payment Date would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be the succeeding Business Day) the
amount of interest accrued thereon for the period from and including
__________, 1997 or from and including the most recent Interest Payment Date to
which interest has been paid

<PAGE> 9

or duly provided for, as the case may be, to, but excluding, such Interest
Payment Date, at the rate of __% per annum. The rate of interest on any overdue
principal and, to the extent permitted by applicable law, overdue interest
shall be the rate of interest in effect on this Debenture from time to time.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on such Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Debenture is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 1 or
September 1, respectively (whether or not a Business Day), preceding such
Interest Payment Date. Interest payable on this Debenture which is not
punctually paid or duly provided for on any Interest Payment Date therefor
shall forthwith cease to be payable to the Person in whose name this Debenture
is registered at the close of business on the Regular Record Date preceding
such Interest Payment Date, and such defaulted interest shall instead be
payable to the Person in whose name this Debenture is registered on the special
record date or other specified date determined in accordance with the Indenture
referred to on the reverse hereof.

Payment of the principal of and interest on this Debenture
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York (which shall initially be an
office or agency of the Trustee), in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company, interest
on the Debentures may be paid (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the register of Holders of the
Debentures or (ii) at the expense of the Company, by wire transfer to an
account maintained by the Person entitled thereto as specified in the register
of Holders of the Debentures.

2
<PAGE> 10

Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Debenture shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof or be valid or obligatory for any purpose.

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

Dated:

[Corporate Seal] MAPCO INC.

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

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of a series described in the
within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By:
------------------------
Authorized Signatory

3
<PAGE> 11

[FORM OF REVERSE OF DEBENTURE]

This Debenture is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of _________, 1997
(herein called the "Indenture"), between the Company and The First National
Bank of Chicago (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Debenture is
one of the series designated on the face hereof (collectively, the
"Debentures"), limited to $100,000,000 in aggregate principal amount, and is
issued pursuant to Supplemental Indenture No. 2, dated _________, 1997, between
the Company and the Trustee, relating to the Debentures.

The Debentures shall not be subject to redemption at the
option of the Company at any time and the Company shall have no obligation to
redeem or purchase the Debentures pursuant to any sinking fund or upon the
happening of any specified event or at the option of any Holder of the
Debentures.

The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness on this Debenture upon compliance by
the Company with certain conditions set forth therein, which provisions apply
to this Debenture.

If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal of the Debentures may be declared due
and payable in the manner and with the effect provided in the Indenture.

<PAGE> 12

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series adversely affected (voting as one class). The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive past Defaults or Events of
Default under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Debenture shall be conclusive and binding upon such
Holder and upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Debenture.

No reference herein to the Indenture and no provision of
this Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain
limitations as therein set forth, the transfer of this Debenture is registrable
on the Register, upon surrender of this Debenture for registration of transfer
at the office or agency of the Company to be maintained for that purpose in The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Debentures, of like tenor, of authorized
denominations and

<PAGE> 13

for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

The Debentures are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Debentures
are exchangeable for Debentures having a like aggregate principal amount, of
like tenor and having a different authorized denomination, as requested by the
Holder surrendering the same.

Prior to due presentment of this Debenture for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Debenture is registered as the
owner hereof for the purpose of receiving payment of principal of and (subject
to Section 3.7 of the Indenture) interest on this Debenture and for all other
purposes whatsoever, whether or not this Debenture shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Capitalized terms used in this Debenture without definition
shall have the meanings specified in the Indenture.

<PAGE> 1

EXHIBIT 4.6

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

MAPCO INC.

THE FIRST NATIONAL BANK OF CHICAGO, Trustee

SUBORDINATED INDENTURE

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

Dated as of February 25, 1997

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

Providing for Issuance of
Subordinated Debt Securities in Series

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

Reconciliation and tie between Subordinated Indenture, dated as of
February 25, 1997 (the "Indenture") and the Trust Indenture Act of 1939, as
amended.

311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4; 9.7; TIA
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA

316(a)(last sentence). . . . . . . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2; 5.8
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2; 5.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9; 5.10
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3

318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TIA
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12; TIA
</TABLE>

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

This reconciliation and tie section does not constitute part of the
Indenture.
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE 1 Definitions and Other Provisions of General Application . . . . . . . . . . . . . . . . . . . . . 1
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.3. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.5. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.7. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.8. Successor and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.9. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.11. Incorporators, Stockholders, Officers and Directors of the Company Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.12. Governing Law; Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 21
1.13. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.14. Moneys of Different Currencies to Be Segregated . . . . . . . . . . . . . . . . . . . . . . . 22
1.15. Independence of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.16. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 2 Security Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.2. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . 23
2.3. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.4. Form of Legend for Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 3 The Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . 30
3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.5. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.6. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
3.7. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . 42
3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

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3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.11. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.12. Currency and Manner of Payment in Respect of Securities . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 4 Satisfaction, Discharge and Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.1. Termination of Company's Obligations Under the Indenture . . . . . . . . . . . . . . . . . . . 48
4.2. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.4. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.5. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
4.6. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . 52
4.7. Deposited Money and Government Obligations to Be Held in Trust . . . . . . . . . . . . . . . . 54
4.8. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.9. Indemnity for Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.10. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE 5 Defaults and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.2. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . 59
5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.5. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . 60
5.6. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.7. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.8. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.9. Limitation on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.10. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.11. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.12. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.15. Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE 6 The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.1. Certain Duties and Responsibilities of the Trustee . . . . . . . . . . . . . . . . . . . . . . 65
6.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.3. Trustee May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.4. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.5. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.6. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
</TABLE>

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6.7. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.8. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
6.9. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
6.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . 72
6.12. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . 72
6.13. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE 7 Consolidation, Merger or Sale by the Company . . . . . . . . . . . . . . . . . . . . . . . . . 75
7.1. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE 8 Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
8.1. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 76
8.2. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . 78
8.3. Compliance with Trust Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.4. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.5. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.6. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . 80
8.7. Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE 9 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
9.1. Payment of Principal, Premium, if any, and Interest . . . . . . . . . . . . . . . . . . . . . . 81
9.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
9.3. Money for Securities Payments to Be Held in Trust; Unclaimed Money . . . . . . . . . . . . . . 83
9.4. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
9.5. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
9.6. Restrictions on Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . 87
9.7. Annual Review Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE 10 Holders' Lists and Reports by Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . 88
10.1. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . 88
10.2. Preservation of Information, Communications to Holders . . . . . . . . . . . . . . . . . . . . 89
10.3. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
10.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
</TABLE>

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ARTICLE 11 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.3. Selection of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.6. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

ARTICLE 12 Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
12.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
12.2. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . 96
12.3. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE 13 Meetings of Holders of Bearer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.1. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.2. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
13.3. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
13.4. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
13.5. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . . 99
13.6. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 101

ARTICLE 14 Conversion or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
14.1. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
14.2. Exercise of Conversion or Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . 102
14.3. No Fractional Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
14.4. Adjustment of Conversion or Exchange Price; Consolidation or Merger . . . . . . . . . . . . . . 104
14.5. Notice of Certain Corporate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
14.6. Reservation of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
14.7. Payment of Certain Taxes Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . 107
14.8. Duties of Trustee Regarding Conversion or Exchange . . . . . . . . . . . . . . . . . . . . . . 107
14.9. Repayment of Certain Funds Upon Conversion or Exchange . . . . . . . . . . . . . . . . . . . . 107

ARTICLE 15 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.1. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.2. Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
15.3. Default on Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
15.4. Securities May Be Paid Prior to Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . 113
15.5. Notices by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
</TABLE>

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15.6. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.7. Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.8. Subordination May Not Be Impaired by Company . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.9. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.10. Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.11. Certain Conversions or Exchanges
Deemed Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
</TABLE>

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SUBORDINATED INDENTURE (the "Indenture"), dated as of
February 25, 1997, between MAPCO INC., a Delaware corporation (the "Company"),
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as
Trustee (the "Trustee").

Recitals

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

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

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1. Definitions. (a) For all purposes
of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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

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

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<PAGE> 10
generally accepted, it shall mean that set of principles consistent
with those in use by the Company; and

(4) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 6.13.

"Bearer Security" means any Security issued hereunder
which is payable to bearer.

"Board" or "Board of Directors" means the Board of
Directors of the Company, or any duly authorized committee thereof.

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<PAGE> 11
"Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of
Payment or particular location are authorized or obligated by law, regulation
or executive order to close.

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<PAGE> 12
of less than the applicable percentage in aggregate principal amount of such
Securities specified in the third paragraph of Section 13.4 and written
consents, waivers or rescissions of other Holders of such Securities, where the
sum of the percentage of such Holders so voting in favor and the percentage of
such Holders signing such written consents, waivers or rescissions is equal to
at least such specified percentage.

"Consolidated Net Tangible Assets" means the total amount of
assets appearing in the consolidated balance sheet of the Company and its
Subsidiaries (less applicable reserves for depreciation and other asset
valuation reserves), after deducting therefrom (i) all current liabilities
(excluding any current liabilities that are by their terms extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and its Subsidiaries and prepared in
accordance with generally accepted accounting principles.

"Credit Agreement" means the Competitive Advance and
Revolving Credit Facility Agreement, dated as of April 29, 1994, between the
Company, the lenders named therein and The Chase Manhattan Bank (as successor
to Chemical Bank), as agent for such lenders, as the same may be amended,
supplemented, waived, otherwise modified, extended, refinanced, refunded,
replaced or renewed from time to time.

"currency unit" for all purposes of this Indenture shall
include any composite currency, including, without limitation, ECU.

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<PAGE> 13
connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; and (iv) every obligation of the type referred to in clauses (i)
through (iii) of another Person the payment of which such Person has guaranteed
or for which such Person is responsible, as obligor or otherwise; provided that
Debt shall not include accounts payable or liabilities to trade creditors of
any entity.

"Default" means any event which is, or after notice or
passage of time, or both, would be, an Event of Default.

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

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

"European Monetary System" means the European Monetary
System established by the Resolution of December 5, 1978 of the Council of the
European Communities.

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<PAGE> 14
"Foreign Currency" means any currency issued by the
government of one or more countries other than the United States or by any
recognized confederation or association of such governments.

"Funded Debt" means all Indebtedness (i) maturing one year
or more from the date of the creation thereof, (ii) directly or indirectly
renewable or extendible, at the option of the debtor, by its terms or by the
terms of any instrument or agreement relating thereto, to a date one year or
more from the date of the creation thereof, (iii) under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more or (iv) evidenced by commercial paper backed by such
a revolving credit or similar agreement.

"Indenture" means this Subordinated Indenture as amended
and restated hereby or as amended, waived or

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<PAGE> 15
supplemented from time to time and shall include and incorporate by reference
the forms and terms of particular series of Securities established as
contemplated hereunder.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, means
interest payable after maturity and, when used with respect to any other
Security, means the interest payable thereon in accordance with its terms.

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

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<PAGE> 16
"Officer" means the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company.

"Officers' Certificate", when used with respect to the
Company, means a certificate signed by two Officers, one of whom must be the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company.

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

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

(ii) Securities, or portions thereof, for whose
payment or redemption money or Government Obligations (as provided for
in Section 4.6) in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities
and any interest coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provisions therefor satisfactory
to the Trustee have been made;

(iii) Securities, except to the extent provided in
Sections 4.4 and 4.5, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article 4; and

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<PAGE> 17
(iv) Securities which have been replaced or paid
pursuant to Section 3.6 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

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<PAGE> 18
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company
to pay the principal of, premium, if any, interest, if any, and any other
payments due on any Securities on behalf of the Company.

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

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<PAGE> 19

located within the United States, in each case whether owned on the date of
this Indenture or thereafter acquired (other than any facility acquired after
the date of this Indenture principally for the control or abatement of
atmospheric pollutants or contaminants, or water, noise, odor or other
pollution, or any facility financed from the proceeds of pollution control or
revenue bonds), which would be reflected on a consolidated balance sheet of the
Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles, excluding all such tangible property (a) located outside
the United States, (b) having a gross book value (without deduction of any
applicable depreciation reserves) on the date as of which the determination is
being made of less than 1% of Consolidated Net Tangible Assets or (c) which,
in the opinion of the Board of Directors set forth in a Board Resolution, is
not material to the Company and its consolidated Subsidiaries taken as a whole.

"Redemption Date", when used with respect to any Security
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security
to be redeemed, in whole or in part, means the price at which it is to be
redeemed pursuant to this Indenture.

"Registered Security" means any Security issued hereunder
and registered as to principal and interest in the Register.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1.

"Representative" means the trustee or any agent or
representative (if any) of or for the creditors under an issue of Senior Debt.

11
<PAGE> 20
referred because of his knowledge of and familiarity with the particular
subject.

"Restricted Subsidiary" means any Subsidiary which is
incorporated under the laws of any State of the United States or of the
District of Columbia, and which owns a Principal Property.

"Security" or "Securities" has the meaning stated in the
first recital of this Indenture and more particularly means a Security or
Securities of the Company issued, authenticated and delivered under this
Indenture.

"Senior Debt" means the principal of and premium, if any,
and interest on (including interest that, but for the filing of a petition
initiating any proceeding pursuant to any bankruptcy law with respect to the
Company, would accrue on such obligations, whether or not such claim is allowed
in such bankruptcy proceeding) and all other monetary obligations of every kind
or nature due on or in connection with any Debt of the Company (other than the
Securities), whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall not be senior in right of
payment to the Securities or to other Debt which is pari passu with, or
subordinated to, the Securities. Without limiting the generality of the
foregoing, "Senior Debt" shall include the Debt, interest and all other
monetary obligations of any kind or nature due under the Credit Agreement.
Notwithstanding the foregoing, Senior Debt shall not include (i) Debt of the
Company to any of its Subsidiaries for money borrowed or advanced from such
Subsidiary or (ii) amounts owed to trade creditors in the ordinary course of
business.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

12
<PAGE> 21
"Subsidiary" of any Person means any Person of which at
least a majority of the outstanding voting securities having ordinary voting
power for the election of directors or other governing body, or other ownership
interests ordinarily constituting a majority voting interest, is owned or
controlled, directly or indirectly, by such Person or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of
such Person.

"U.S. Person" means, unless otherwise specified with
respect to the Securities of any series as contemplated by Section 3.1, a
citizen, national or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or an estate or trust, the income of
which is subject to United States federal income taxation regardless of its
source.

13
<PAGE> 22
(b) The following terms shall have the meanings specified
in the Sections referred to opposite such term below:

<TABLE>
<CAPTION>
Term Section
<S> <C>
"Act" 1.4(a)
"Bankruptcy Law" 5.1
"Common Stock" 14.1(b)(i)
"covenant defeasance" 4.5
"Custodian" 5.1
"Defaulted Interest" 3.7(b)
"defeasance" 4.4
"Equity Securities" 14.1(b)
"Event of Default" 5.1
"Indebtedness" 9.5
"Lien" 9.5
"NASDAQ" 14.3
"Payment Default" 15.3(b)
"Permitted Junior Securities" 15.11
"Preferred Stock" 14.1(b)(ii)
"Register" 3.5
"Registrar" 3.5
"Sale and Leaseback
Transaction" 9.6
</TABLE>

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

14
<PAGE> 23
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

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

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

15
<PAGE> 24
ficer or counsel, as the case may be, knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion is based are erroneous.

Section 1.4. Acts of Holders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
(either physically or by means of a facsimile or an electronic transmission,
provided, in the case of an electronic transmission, that it is transmitted
through the facilities of a Depositary) by such Holders in person or by agent
or proxy duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof pursuant to the third paragraph of Section 13.4, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
13, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are received by or delivered
(either physically or by means of a facsimile or an electronic transmission,
provided, in the case of a facsimile transmission, that receipt thereof is
confirmed, and, in the case of an electronic transmission, that it is
transmitted through the facilities of a Depositary) to, the Trustee and, where
it is hereby expressly required, by or to the Company. Such instrument or
instruments and record (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments or, in the case of Holders of Securities of a series
issuable as Bearer Securities, so voting at such meeting. The Company and the
Trustee may assume that any Act of a Holder has not been modified or revoked
unless written notice to the contrary is received prior to the time that the
action to which such Act relates has become effec-

16
<PAGE> 25
tive. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities issuable as Bearer Securities shall be
proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person of
any such instrument or writing and the authority of the Person executing the
same may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by
the production of such Bearer Securities or by a certificate executed by any
trust company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such trust company,
bank, banker or other depository, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
such certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, (ii) such Bearer Security is produced to the
Trustee by some other Person, (iii) such Bearer Security is surrendered in
exchange for a Registered Security or (iv) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

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

17
<PAGE> 26
(f) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, any such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such first solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

Without limiting the foregoing, a Holder entitled to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents, each of which may do so pursuant to such
appointment with regard to all or any part of the principal amount of such
Security to which such appointment relates.

18
<PAGE> 27
writing and mailed, first-class postage prepaid, to the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at 1800 South Baltimore Avenue, Tulsa,
Oklahoma 74119, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

In any case where notice to Holders is given by mail or by
publication, neither the failure to mail or publish such notice, nor any defect
in any notice so mailed or published, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or of Bearer Securities. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.

19
<PAGE> 28
of the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with
the approval of the Trustee shall constitute a sufficient publication of such
notice.

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

Section 1.7. Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8. Successor and Assigns. All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

20
<PAGE> 29
Section 1.11. Incorporators, Stockholders,
Officers and Directors of the Company Exempt from Individual Liability. No
recourse under or upon any obligation, covenant or agreement of or contained in
this Indenture or of or contained in any Security or interest coupon
appertaining thereto, or for any claim based thereon or otherwise in respect
thereof, or because of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor Person, either directly or
through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, by the enforcement of any assessment or
penalty, by any legal or equitable proceeding or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of the acceptance of, and as a part of the consideration for the
execution of this Indenture and the issuance of, the Securities and any
interest coupons appertaining thereto.

21
<PAGE> 30
with the same force and effect as if made on such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, if such amount is so paid on the next
succeeding Business Day.

ARTICLE 2

Security Forms

22
<PAGE> 31
execution of the Securities and interest coupons, if any. If temporary
Securities of any series are issued as permitted by Section 3.4, the form
thereof also shall be established as provided in the preceding sentence. If
the forms of Securities and interest coupons, if any, of any series are
established by, or by action taken pursuant to, a Board Resolution, a copy of
the Board Resolution together with an appropriate record of any such action
taken pursuant thereto, including a copy of the approved form of Securities or
interest coupons, if any, shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest coupons attached.

Section 2.2. Form of Trustee's Certificate of
Authentication. The Trustee's certificate of authentication shall be in
substantially the following form:

This is one of the Securities of the series described in
the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
Authorized Signatory

23
<PAGE> 32
duced or increased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
or changes in the rights of Holders, of Outstanding Securities represented
thereby, shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3,
Section 3.4, if applicable, and Section 3.5, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Officers' Certificate or an Opinion of Counsel.

24
<PAGE> 33
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."

ARTICLE 3

The Securities

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

(2) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and delivered
under this Indenture (which limit shall not pertain to Securities
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant
to Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant
to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);

(3) the date or dates on which the principal of and
premium, if any, on the Securities of the series is payable or the
method or methods of determination thereof;

25
<PAGE> 34
Dates on which any such interest shall be payable, the right, if any,
of the Company to defer or extend an Interest Payment Date and, with
respect to Registered Securities, the Regular Record Date, if any, for
the interest payable on any Registered Security on any Interest
Payment Date, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;

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

26
<PAGE> 35
(9) if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of, premium,
if any, and interest, if any, on the Securities of the series shall be
payable, or in which the Securities of the series shall be
denominated, and the particular provisions applicable thereto in
accordance with, in addition to, or in lieu of the provisions of
Section 3.12;

(11) if the amount of payments of principal of, premium,
if any, and interest, if any, on the Securities of the series shall be
determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on a
currency or currencies (including currency unit or units) other than
that in which the Securities of the series are denominated or
designated to be payable), the index, formula or other method by which
such amounts shall be determined and any special voting or defeasance
provisions in connection therewith;

(14) provisions, if any, granting special rights to the
Holders of Securities of the series upon the occurrence of such events
as may be specified;

27
<PAGE> 36
(15) any deletions from, modifications of or additions
to the Events of Default set forth in Section 5.1 or covenants of the
Company set forth in Article 9 pertaining to the Securities of the
series;

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

(19) the forms of the Securities and interest coupons, if
any, of the series;

(20) the applicability, if any, of Sections 4.4 and
4.5, to the Securities and interest coupons, if any, of or within the
series or such other means of defeasance or covenant defeasance as may
be specified for the Securities and interest coupons, if any, of such
series, and whether, for the purpose of such defeasance or covenant
defeasance, the term "Government Obligations" shall include
obligations referred to in the definition of such term which are not
obligations of the United States or an agency or instrumentality of
the United States;

(21) if other than the Trustee, the identity of the
Registrar and any Paying Agent;

28
<PAGE> 37
(22) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global
Securities, (ii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests
for certificated Securities of such series, to be registered in the
names of or to be held by such beneficial owners or their nominees and
to be of like tenor of any authorized form and denomination, and (iii)
if other than as provided in Section 3.5, the circumstances under
which any such exchange may occur;

(23) the designation of the Depositary;

(24) any restrictions on the registration, transfer or
exchange of the Securities;

(26) the terms and conditions of any right to convert or
exchange Securities of the series into or for Equity Securities of the
Company or other securities or property of the Company;

(27) the relative degree, if any, to which the
Securities of the series shall be senior to or be subordinated to
other series of Securities, and to other Debt of the Company, in right
of payment, whether or not such other series of Securities are
Outstanding and such other Debt of the Company is outstanding; and

(28) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture) including
any terms which may be required by or advisable under United States
laws or regulations or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

29
<PAGE> 38
taken pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in the related Officers' Certificate or
(iii) in an indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

Section 3.3. Execution, Authentication, Delivery
and Dating. Securities shall be executed on behalf of the Company by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer or any Vice President of the
Company, and need not be attested. The Company's seal shall be reproduced on
the Securities. The signatures of any of these officers on the Securities may
be manual or facsimile. The interest coupons, if any, of Bearer Securities
shall bear the facsimile signature of the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer or any Vice President of the Company, and need not be attested.

30
<PAGE> 39
delivery of such Securities or were not Officers at the date of such
Securities.

(i) an Opinion of Counsel stating:

(1) if the form or forms of such Securities and any
interest coupons have been established by or pursuant to a Board
Resolution as permitted by Section 2.1, that such forms have been
established in conformity with the provisions of this Indenture;

31
<PAGE> 40
case of Securities offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel;

(4) that such Securities, together with any interest
coupons appertaining thereto, when issued by the Company and
authenticated and delivered by the Trustee in the manner and subject
to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject to (i) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights and to general equity principles (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except
further as enforcement thereof may be limited by (A) requirements that
a claim with respect to any Securities denominated other than in
Dollars (or a Foreign Currency or currency unit judgment in respect of
such claim) be converted into Dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments in
Foreign Currencies or currency units or payments outside the United
States, and (ii) such other reasonable exceptions as may be specified
in such Opinion of Counsel; and

32
<PAGE> 41
tificate, no Event of Default with respect to such Securities shall have
occurred and be continuing.

If the Company shall establish pursuant to Section 3.1
that the Securities of a series are to be issued in whole or in part in global
form, then the Company shall execute and the Trustee shall, in accordance with
this Section and the Company Order with respect to such series, authenticate
and deliver one or more Securities in global form that (i) shall represent and
shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such De-

33
<PAGE> 42
positary's instruction and (iv) shall bear the legend set forth in Section 2.4.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
pursuant to Section 3.1.

Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9 together with a written statement
(which need not comply with Section 1.2 hereof and need not be accompanied by
an Officers' Certificate or an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this
Indenture.

Section 3.4. Temporary Securities. Pending the
preparation of definitive Securities of any series, the

34
<PAGE> 43
Company may execute and, upon Company Order, the Trustee shall authenticate and
deliver temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor and form, with or without interest
coupons, of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities and interest coupons, if any. In the
case of Securities of any series, such temporary Securities may be in global
form, representing all or a portion of the Outstanding Securities of such
series.

35
<PAGE> 44
the Company shall provide for the registration of Registered Securities and the
registration of transfers of Registered Securities. The Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. The Trustee is hereby initially appointed
"Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.

At the option of the Holder, Registered Securities of any
series (except a Registered Security in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denominations, of a
like aggregate principal amount and tenor and containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified as contemplated by Section
3.1, Bearer Securities may not be issued in exchange for Registered Securities.

36
<PAGE> 45
tions, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured interest coupons and all matured interest
coupons in default thereto appertaining. If the Holder of a Bearer Security is
unable to produce any such unmatured interest coupon or coupons or matured
interest coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing interest
coupon or coupons, or the surrender of such missing interest coupon or interest
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing interest coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 9.2, interest represented by interest coupons
shall be payable only upon presentation and surrender of those interest coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case any Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
interest coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such interest coupon is so surrendered with
such Bearer Security, such interest coupon shall be returned to the Person so
surrendering the Bearer Security), and interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the Holder of
such interest coupon, when due in accordance with the provisions of this
Indenture.

37
<PAGE> 46
ties for Registered Securities if it has received an Opinion of Counsel that as
a result of such exchange the Company would suffer adverse consequences under
the United States Federal income tax laws and regulations then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such exchanges thereafter, unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Registrar.

If at any time the Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under Section
3.3, the Company shall appoint a successor Depositary with respect to the
Securities of such series. If a successor Depositary for the Securities of
such series is not appointed by the Company prior to the resignation of the
Depositary and, in any event, within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's designation of the
Depositary pursuant to Section 3.1(b)(23) shall no longer be effective with
respect to the Securities of such series and the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

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<PAGE> 47
the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

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

Upon the exchange of a Security in global form for
Securities in certificated form, such Security in global form shall be
cancelled by the Trustee. Unless expressly provided with respect to the
Securities of any series that such Security may be exchanged for Bearer
Securities, Securities in certificated form issued in exchange for a Security
in global form pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so
registered.

Whenever any Securities are surrendered for exchange, the
Company shall execute, and the Trustee shall

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<PAGE> 48
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

The Company shall not be required (i) to issue, register
the transfer of, or exchange any Securities for a period beginning at the
opening of business 15 days before any selection for redemption of Securities
of like tenor and of the series of which such Security is a part and ending at
the close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of Securities of like
tenor and of such series to be redeemed; (ii) to register the transfer of or
exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption.

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Section 3.6. Replacement Securities. If a
mutilated Security or a Security with a mutilated interest coupon appertaining
to it is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver a replacement Registered Security, if such surrendered
Security was a Registered Security, or a replacement Bearer Security with
interest coupons corresponding to the interest coupons appertaining to the
surrendered Security, if such surrendered Security was a Bearer Security, of
the same series and date of maturity.

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<PAGE> 50
contemplated by Section 3.1, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the interest coupons appertaining
thereto.

Section 3.7. Payment of Interest; Interest Rights
Preserved. (a) Unless otherwise provided as contemplated by Section 3.1,
interest, if any, on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency maintained for such purpose pursuant to Section 9.2;
provided, however, that at the option of the Company, interest on any series of
Registered Securities that bear interest may be paid (i) by check mailed to the
address of the Person entitled thereto as it shall appear on the Register of
Holders of Securities of such series or (ii) at the expense of the Company, by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Register of Holders of Securities of such series.

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Unless otherwise provided as contemplated by Section 3.1, (i)
interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the interest coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount, if any, on
Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee
in writing, provided that any such instruction for payment in the United States
does not cause any Bearer Security to be treated as a "registration-required
obligation" under United States laws and regulations. The interest, if any, on
any temporary Bearer Security shall be paid, as to any installment of interest
evidenced by an interest coupon attached thereto only upon presentation and
surrender of such interest coupon and, as to other installments of interest,
only upon presentation of such Security for notation thereon of the payment of
such interest. If at the time a payment of principal of or interest, if any,
on a Bearer Security or interest coupon shall become due, the payment of the
full amount so payable at the office or offices of all the Paying Agents
outside the United States is illegal or effectively precluded because of the
imposition of exchange controls or other similar restrictions on the payment of
such amount in Dollars, then the Company may instruct the Trustee in writing to
make such payments at a Paying Agent located in the United States, provided
that provision for such payment in the United States would not cause such
Bearer Security to be treated as a "registration-required obligation" under
United States laws and regulations.

(b) Unless otherwise provided as contemplated by Section
3.1, any interest on Securities of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date in the case
of Registered Securities and upon presentation and surrender of the applicable
interest coupon in accordance with the second paragraph of Section 3.7(a) in
the case of Bearer Securities (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the Holders on the relevant Regular Record
Date by virtue of their having been such Holders, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

(1) In the case of Registered Securities, the Company may
elect to make payment of such Defaulted Interest to the Persons in
whose names such Registered

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Securities (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Registered
Security and the date of the proposed payment, and shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause (1) provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of such Registered Securities at his or her address as it
appears in the Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names
such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
clause (2).

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<PAGE> 53
the Trustee; or (y) unless otherwise provided as contemplated by
Section 3.1, in the case of Bearer Securities, the Company may make
payment of Defaulted Interest on such Bearer Securities in any lawful
manner not inconsistent with the requirements of any securities
exchange on which such Bearer Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this
clause (2)(y), such manner of payment shall be deemed practicable by
the Trustee.

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<PAGE> 54
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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Trustee for cancellation any Securities, together with interest coupons
appertaining thereto, if any, previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities, together with interest coupons appertaining
thereto, if any, previously authenticated hereunder which the Company has not
issued and sold, and all Securities and interest coupons so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section
3.9, except as expressly permitted by this Indenture. All cancelled Securities
and interest coupons held by the Trustee shall be disposed of in accordance
with its customary procedures, and the Trustee shall thereafter deliver to the
Company a certificate with respect to such disposition.

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ARTICLE 4

Satisfaction, Discharge and Defeasance

(1) either

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<PAGE> 57
pany or discharged from such trust, as provided in Section
9.3) have been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the
case of (i) or (ii) below, any interest coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

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

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the currency or
currencies or currency unit or units in which the Securities of such
series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such interest coupons not
theretofore delivered to the Trustee for cancellation, for principal,
premium, if any, and interest, with respect thereto, to the date of
such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be;

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

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Section, the obligations of the Trustee under Section 4.2, Section 9.2, the
last paragraph of Section 9.3 and Section 10.1 shall survive.

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<PAGE> 59
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Securities and any interest
coupons appertaining thereto to receive, solely from the trust funds described
in Section 4.6(a) and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest, if any, on such
Securities or any interest coupons appertaining thereto when such payments are
due; (ii) the Company's obligations with respect to such Securities under
Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of additional
amounts, if any, payable with respect to such Securities as specified pursuant
to Section 3.1(b)(16); (iii) the Company's obligations with respect to a
conversion or exchange of such Securities; (iv) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (v) this Article 4. Subject
to compliance with this Article 4, the Company may defease the Securities of
any series and any interest coupons appertaining thereto under this Section 4.4
notwithstanding a prior covenant defeasance (as defined herein) under Section
4.5 with respect to such Securities and any interest coupons appertaining
thereto. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

Section 4.5. Covenant Defeasance. On and after the date
on which the conditions set forth in Section 4.6 (other than Section 4.6(c))
are satisfied with respect to the Securities of or within any series, (i) the
Company shall be released from its obligations under Sections 7.1, 9.4, 9.5 and
9.6 and, if specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities and any interest coupons appertaining
thereto and (ii) the occurrence of any event specified in Sections 5.1(3) or
5.1(7) (with respect to any of the obligations described in clause (i) above)
or 5.1(4) shall be deemed not to be or result in a Default or Event of Default
(hereinafter, "covenant defeasance"), and such Securities and any interest
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any request, demand, authorization, direction, notice,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Section 7.1, 9.4, 9.5 or 9.6, such other covenant
specified pursuant to Section 3.1, or Section 5.1(4), but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Securities and any
interest coupons appertaining thereto, the Company may omit to comply with and

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shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3), 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any
interest coupons appertaining thereto shall be unaffected thereby.

(a) The Company shall have deposited or caused to be
deposited irrevocably with the Trustee (or another trustee satisfying
the requirements of Section 6.10 who shall agree to comply with, and
shall be entitled to the benefits of, the provisions of Sections 4.3
through 4.10 inclusive and the last paragraph of Section 9.3 applicable
to the Trustee, for purposes of such Sections also a "Trustee") as
trust funds in trust for the purpose of making the payments referred
to in clauses (x) and (y) of this Section 4.6(a), specifically pledged
as security for, and dedicated solely to, the benefit of the Holders
of such Securities and any interest coupons appertaining thereto, with
written instructions to the Trustee as to the application thereof, (A)
money in an amount (in such currency, currencies or currency unit or
units in which such Securities and any interest coupons appertaining
thereto are then specified as payable at Maturity), or (B) if
Securities of such series are not subject to repayment at the option
of Holders, Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any
payment referred to in clause (x) or (y) of this Section 4.6(a), money
in an amount or (C) a combination thereof in an amount, sufficient, in
the opinion of a nationally recognized firm of independent certified
public accountants or a nationally recognized investment banking firm
expressed in a written certification thereof delivered to the Trustee,
to pay and dis-

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charge, and which shall be applied by the Trustee to pay and
discharge, (x) the principal of, premium, if any, and interest, if
any, on such Securities and any interest coupons appertaining thereto
on the Maturity of such principal or installment of principal or
interest and (y) any mandatory sinking fund payments applicable to
such Securities on the day on which such payments are due and payable
in accordance with the terms of this Indenture and such Securities and
any interest coupons appertaining thereto. Before such a deposit the
Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with
Article 11 which shall be given effect in applying the foregoing.

(c) In the case of an election under Section 4.4, the Company
shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel to the effect that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable U.S. Federal income tax law, in
either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Securities and any interest coupons
appertaining thereto will not recognize income, gain or loss for U.S.
Federal income tax purposes as a result of such defeasance and will be
subject to U.S. Federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred.

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purposes as a result of such covenant defeasance and will be subject
to U.S. Federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit and
covenant defeasance had not occurred.

(g) At the time of such deposit: (A) no Default in the
payment of principal of (or premium, if any) or interest on any Senior
Debt shall have occurred and be continuing or (B) no other Event of
Default with respect to any Senior Debt shall have occurred and be
continuing and shall have resulted in such Senior Debt becoming or
being declared due and payable prior to the date on which it would
otherwise have become due and payable, or, in the case of either
clause (A) or clause (B) above, each such Default or Event of Default
shall have been cured or waived or shall have ceased to exist.

Section 4.7. Deposited Money and Government Obligations to
Be Held in Trust. Subject to the provisions of the last paragraph of Section
9.3, all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1) (including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.6 in respect of any Securities of any series and
any interest coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any
interest coupons appertaining thereto and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any interest coupons appertaining thereto of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds

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except as provided herein and except to the extent required by law.

Section 4.8. Repayment to Company. The Trustee (and any
Paying Agent) shall promptly pay to the Company upon Company Request any excess
money or securities held by them at any time.

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ARTICLE 5

Defaults and Remedies

(2) the Company defaults in the payment of any
installment of the principal of or any premium on any Security of that
series when the same becomes due and payable at its Maturity;

(4) the Company defaults under any mortgage, indenture or
instrument under which there may be issued, or by which there may be
secured or evidenced, any Debt (including this Indenture) having an
aggregate principal amount outstanding of at least $25,000,000,
whether such Debt now exists or shall hereafter be created, and, as a
result of such default, such Debt shall become due and payable,
whether by acceleration

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or otherwise, and such acceleration shall not be rescinded, annulled
or cured within a period of 30 days after there has been given, by
registered or certified mail, return receipt requested, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities
of that series a written notice specifying such default and requiring
it to be remedied and stating that such notice is a "Notice of
Default" hereunder (it being understood however, that the Trustee
shall not be deemed to have knowledge of such default under such
agreement or instrument unless a Responsible Officer of the Trustee
shall have received written notice thereof from the Company, from any
Holder, from the holder of any such Debt or from the trustee under any
such agreement or other instrument); provided, however, that if such
default under such mortgage, indenture or instrument is remedied or
cured by the Company or waived by the holders of such Debt, then the
Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further
action upon the part of either the Trustee or any of such Holders;

(7) there occurs any other Event of Default provided as
contemplated by Section 3.1 with respect to Securities of that series.

The term "Bankruptcy Law" means Title 11, United States
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy,

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insolvency, receivership, winding up, liquidation, reorganization or relief of
debtors or any amendment to, successor to or change in any such law. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian,
sequestrator or similar official under any Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If
an Event of Default with respect to the Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of all of the Outstanding Securities of that
series, by written notice received by the Company (and, if given by the
Holders, received by the Trustee), may declare the principal (or, if the
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and accrued interest, if any, on all the Securities of
that series to be due and payable and upon any such declaration such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such specified amount) and interest, if any, shall be immediately due and
payable, provided that the payment of principal and interest on such Securities
shall remain subordinated to the extent provided in Article 15. If an Event of
Default specified in clause (5) or (6) of Section 5.1 with respect to the
Securities of any series at the time Outstanding occurs and is continuing, then
the principal (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of and accrued interest, if any, on
all the Securities of that series shall ipso facto be immediately due and
payable without any declaration or act on the part of the Trustee or any Holder
of such Securities, provided that the payment of principal and interest on such
Securities shall remain subordinated to the extent provided in Article 15.

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Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.7. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

(1) default is made in the payment of any interest on any
Security or interest coupon, if any, when such interest becomes due
and payable and such default continues for a period of 30 days, or

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

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights,

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whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to secure
any other proper remedy, subject, however, to Section 5.8. No recovery of any
such judgment upon any property of the Company or of any other obligor upon the
Securities shall affect or impair any rights, powers or remedies of the Trustee
or the Holders in respect of any sums remaining due and unpaid hereunder after
such recovery.

Section 5.6. Delay or Omission Not Waiver. No delay or
omission by the Trustee or any Holder of any Securities to exercise any right
or remedy accruing upon an

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Event of Default shall impair any such right or remedy or constitute a waiver
of or acquiescence in any such Event of Default.

Section 5.9. Limitation on Suits by Holders. No Holder of
any Security of any series or any interest coupons appertaining thereto shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this

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Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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exchange such Security in accordance with Article 14, shall not be impaired or
affected without the consent of such Holder.

First: to the Trustee for amounts due under Section 6.7;

Third: the balance, if any, to the Company.

Section 5.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any

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reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

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power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.

ARTICLE 6

The Trustee

Section 6.1. Certain Duties and Responsibilities of the
Trustee. (a) The Trustee's duties and responsibilities under this Indenture
shall be governed by Section 315 of the Trust Indenture Act.

(b) In case a Default or an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

Section 6.2. Rights of Trustee. Subject to the provisions
of the Trust Indenture Act:

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ered pursuant to Section 1.2, an Officers' Certificate or an Opinion
of Counsel.

(d) The Trustee may act through agents or attorneys and
shall not be responsible for the misconduct or negligence of any agent
or attorney appointed with due care.

(e) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers.

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Section 6.6. Notice of Defaults. If a Default occurs and
is continuing with respect to the Securities of any series and if it is known
to the Trustee, the Trustee shall, within 90 days after the Default occurs,
transmit by mail, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all Defaults known to it unless such Default
shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of principal (and premium, if any) or interest on the
Securities of any series, the Trustee may withhold the notice if and so long as
a Responsible Officer in good faith determines that withholding such notice is
in the interests of Holders of Securities of that series.

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(c) The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence, recklessness or bad faith.

The provisions of this Section shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

(c) The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may remove the Trustee with
respect to that series by so notifying the Trustee and the Company.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of
the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a

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bona fide Holder of a Security for at least six months, or

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Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.9, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

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such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall, upon payment of all
amounts due it under Section 6.7, duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.

Section 6.10. Eligibility; Disqualification. (a) There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under Section 310(a)(1) of the Trust Indenture Act, shall be a bank or
trust company or corporation organized and doing business and in good

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standing under the laws of the United States or of any State thereof or the
District of Columbia and shall have (together with its direct parent) a
combined capital and surplus of at least $50,000,000. If such company or
corporation publishes reports of condition at least annually, pursuant to law
or the requirements of Federal, State, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such company or corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Article.

Section 6.12. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions

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of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).

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

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

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This is one of the Securities of the series described in the
within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

By , as
-----------------------
Authenticating Agent

By
-----------------------
Authorized Signatory

ARTICLE 7

Consolidation, Merger or Sale by the Company

(2) the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
sale, transfer, lease or other disposition shall have been made,
expressly assumes by supplemental indenture, in a form reasonably
satisfactory to the Trustee, all the obligations of the
Company under the Securities and this Indenture, and the Securities
and this Indenture will remain in full force and effect as so
supplemented; and

(3) immediately after giving effect to such
consolidation, merger, sale, transfer, lease or other disposition, no
Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the proposed
consolidation, merger, sale, transfer, lease or other disposition an Officers'
Certificate to the foregoing

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effect and an Opinion of Counsel stating that the proposed consolidation,
merger, sale, transfer, lease or other disposition and such supplemental
indenture comply with this Indenture and that all conditions precedent to the
consummation of such transaction under this Section 7.1 have been met.

ARTICLE 8

Supplemental Indentures

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(3) to add any additional Events of Default with respect
to all or any series of Securities; or

(6) to secure the Securities pursuant to the requirements
of Section 9.5 or otherwise; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 3.1; or

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(11) to make provision not adverse to the Holders of
Outstanding Securities of any series with respect to any conversion or
exchange rights of Holders pursuant to the requirements of Article 14,
including providing for the conversion or exchange of the Securities
into any Equity Securities or property of the Company; or

(12) to cure any ambiguity, correct any mistake or comply
with any mandatory provision of law; or

(13) to modify the provisions in Article 15 of this
Indenture with respect to the subordination of Outstanding Securities
of any series in a manner not adverse to the Holders thereof; or

(14) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the Trust Indenture Act or under
any similar federal statute subsequently enacted, and to add to this
Indenture such other provisions as may be expressly required under the
Trust Indenture Act.

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thereof pursuant to Section 5.2, or change the currency or currency
unit in which any Securities or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date);

(3) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in
Section 9.2;

(5) modify the provisions in Article 15 of this Indenture
with respect to the subordination of Outstanding Securities of any
series in a manner adverse to the Holders thereof; or

(6) make any change in this Section 8.2 except to
increase any percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived with the consent of the
Holders of each Outstanding Security affected thereby.

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It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it
is sufficient if they consent to the substance thereof.

Section 8.4. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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Section 8.7. Notice of Supplemental Indentures. Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of Section 8.2, the Company shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 1.6, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Company to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

ARTICLE 9

Covenants

Section 9.1. Payment of Principal, Premium, if any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal
of, premium, if any, and interest, together with additional amounts, if any, on
the Securities of that series in accordance with the terms of the Securities of
such series, any interest coupons appertaining thereto and this Indenture;
provided, however, that amounts properly withheld under the Internal Revenue
Code of 1986, as amended, by any Person from a payment to any Holder of
Securities, after having requested such Holder to provide applicable
information that would allow such Person to make such payment without
withholding, shall be considered as having been paid by the Company to such
Holder for purposes of this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date it is due if there
shall have been sent to the Trustee or Paying Agent by wire transfer (provided,
that the Funds sent by such wire transfer shall have been received by the
Trustee by no later than 5:30 p.m., New York City time, on the Business Day
immediately following such date), or if the Trustee or Paying Agent otherwise
holds, on such date money designated for and sufficient to pay the installment.

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the Company will maintain, (i) subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for that series which is
located outside the United States where Securities of that series and related
interest coupons may be presented and surrendered for payment; provided,
however, that if the Securities of that series are listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of that series are listed on such exchange, and
(ii) subject to any laws or regulations applicable thereto, an office or agency
in a Place of Payment for that series which is located outside the United
States, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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illegal or effectively precluded by exchange controls or other similar
restrictions.

Unless otherwise specified as contemplated by Section 3.1, the
Company may also from time to time designate one or more other offices or
agencies where the Securities (including any interest coupons, if any) of one
or more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities (including any interest coupons, if any) of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

Unless otherwise specified as contemplated by Section 3.1, the
Trustee shall initially serve as Paying Agent.

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(1) hold all sums held by it for the payment of the
principal of, premium, if any, or interest on Securities of that
series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as
herein provided;

(2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of principal, premium, if any, or interest on
the Securities of that series; and

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

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the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

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(b) Liens on any property or assets existing thereon at
the time of the acquisition thereof by the Company or any Restricted
Subsidiary;

(d) Liens on property, assets or securities of a Person
existing at the time such Person becomes a Restricted Subsidiary;

(e) Liens to secure Indebtedness of a Restricted
Subsidiary to the Company or to another Restricted Subsidiary;

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amount of Indebtedness so secured at the time of such extension,
renewal or replacement and the original principal amount of the
Indebtedness so secured (plus, in each case, the aggregate amount
of premiums, other payments, costs and expenses required to be paid or
incurred in connection with such extension, renewal or replacement);
provided, further, however, that such extension, renewal or
replacement shall be limited to all or a part of the property
(including improvements, alterations and repairs on such property)
subject to the encumbrance so extended, renewed or replaced (plus
improvements, alterations or repairs on such property).

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of construction or commencement of operations, whichever is later; or (v) the
Company shall, and in any such case the Company covenants that it will, within
180 days of the effective date of any such arrangement, apply an amount equal
to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment,
redemption or retirement of Funded Debt of the Company or any Restricted
Subsidiary or (y) investment in another Principal Property. Notwithstanding
the foregoing, the Company may, and may permit any Restricted Subsidiary to,
effect any Sale and Leaseback Transaction, provided that the net sale proceeds
from such Sale and Leaseback Transaction, together with the aggregate principal
amount of outstanding Indebtedness (other than the Securities) secured by Liens
upon Principal Properties not excepted by any of clauses (a) through (i),
inclusive, of Section 9.5, do not exceed 15% of the Consolidated Net Tangible
Assets.

ARTICLE 10

Holders' Lists and Reports by Trustee and Company

Section 10.1. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

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

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

Section 10.2. Preservation of Information, Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Registered
Securities contained in the most recent list furnished to the Trustee as
provided in Section 10.1 and the names and addresses of Holders of Registered
Securities received by the Trustee in its capacity as Registrar. The Trustee
may destroy any list furnished to it as provided in Section 10.1 upon receipt
of a new list so furnished.

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

Section 10.4. Reports by the Company. (a) The Company shall
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations.

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ARTICLE 11

Redemption

Section 11.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including interest coupons,
if any, that, at the time of such election, may be redeemed at the option of
the Company, shall be evidenced by or pursuant to a Board Resolution. In the
case of any such redemption at the election of the Company of less than all the
Securities or interest coupons, if any, of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

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authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the
Trustee for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Company shall
so direct, Securities registered in the name of the Company, any Affiliate or
any Subsidiary thereof shall not be included in the Securities selected for
redemption.

For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities (including
interest coupons, if any) shall relate, in the case of any Securities
(including interest coupons, if any) redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities (including interest
coupons, if any) which has been or is to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(5) that Securities of the series called for redemption
and all unmatured interest coupons, if any, appertaining thereto must
be surrendered to the Paying Agent to collect the Redemption Price;

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

(7) that the redemption is from a sinking fund, if such
is the case;

(9) the CUSIP number, if any, of the Securities;

(11) the procedures that a Holder must follow to surrender
the Securities so to be redeemed.

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

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Unless any Security by its terms prohibits any redemption
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting of an amount
equal to the then applicable Redemption Price for such Securities against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

Section 11.6. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the interest coupons
for any such interest appertaining to any Bearer Security so to be redeemed,
except to the extent provided below, shall be void. Except as provided in the
next succeeding paragraph, upon surrender of any such Security, including
interest coupons, if any, for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States and its possessions (except as otherwise provided in Section
9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of interest coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities that are due and payable on
Interest Payment Dates that are on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.7.

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indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Bearer Security shall surrender to
the Trustee or any Paying Agent any such missing interest coupon in respect of
which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest represented by interest coupons shall be payable only at an office or
agency located outside of the United States (except as otherwise provided
pursuant to Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those interest coupons.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

ARTICLE 12

Sinking Funds

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for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

Section 12.2. Satisfaction of Sinking Fund Payments with
Securities. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured interest coupons
appertaining thereto and (ii) may apply as a credit Securities of a series
which have been (x) redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, (y) converted
or exchanged pursuant to Article 14 or (z) previously delivered to the Trustee
and cancelled without reissuance pursuant to Section 3.9, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

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redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

ARTICLE 13

Meetings of Holders of Bearer Securities

Section 13.1. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series issuable as Bearer Securities
may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, election, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.

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and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.

At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all matters (except
as limited by the proviso

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to Section 8.2) shall be effectively passed and decided if passed or decided by
the Persons entitled to vote not less than the lesser of (i) a majority in
principal amount of Outstanding Securities of the applicable series and (ii) 66
2/3% in principal amount of Outstanding Securities of such series represented
and voting at such meeting; provided, however, that any resolution with respect
to any request, demand, authorization, direction, notice, consent, election,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the lesser of (i) the
Holders of such specified percentage in principal amount of the Outstanding
Securities of such series and (ii) a majority in principal amount of
Outstanding Securities of such series represented and voting at such meeting or
adjourned meeting.

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Bearer Securities in regard to proof of the holding of Securities of such
series 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
Securities of a series issuable as Bearer Securities shall be proved in the
manner specified in Section 1.4 and the appointment of any proxy shall be
provided in the manner specified in Section 1.4 or by having the signature of
the Person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 1.4 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 or other proof.

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Section 13.6. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series issuable as Bearer Securities shall be by written
ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities held or
represented by them. The permanent chairman of the meeting shall appoint an
inspector 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
its verified written report of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders of Securities shall be prepared by the
applicable secretary of the meeting and there shall be attached to said record
the original report of the inspector 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 given as provided in Section 13.2 and, if applicable, Section 13.4. At
least two copies of such record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one copy thereof
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. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

ARTICLE 14

Conversion or Exchange of Securities

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"Preferred Stock"), and (iii) any other equity securities of the Company.

Section 14.2. Exercise of Conversion or Exchange Privilege.
(a) In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such privilege shall surrender such Security,
together, in the case of any Bearer Security, with all unmatured interest
coupons and any matured interest coupons in default appertaining thereto, to
the Company at the office or agency maintained for that purpose pursuant to
Section 9.2, accompanied by written notice to the Company that the Holder
elects to convert or exchange such Security or a specified portion thereof.
Such notice shall also state, if different from the name and address of such
Holder, the name or names (with address) in which the certificate or
certificates for Equity Securities which shall be issuable on such conversion
or exchange shall be issued. Registered Securities surrendered for conversion
or exchange shall (if so required by the Company or the Trustee) be duly
endorsed by or accompanied by instruments of transfer in forms satisfactory to
the Company and the Trustee duly executed by the registered Holder or its
attorney duly authorized in writing.

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or on its written order, a certificate or certificates for the number of Equity
Securities issuable upon the conversion or exchange of such Security (or
specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers' Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Equity Security
otherwise issuable upon such conversion or exchange.

(d) Such conversion or exchange shall be deemed to have
been effected immediately prior to the close of business on the date on which
such notice and such payment, if required, shall have been received in proper
order for conversion or exchange by the Company and such Security shall have
been surrendered as aforesaid and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for Equity Securities of the
Company shall be issuable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the Equity Securities
represented thereby. Except as set forth above and subject to paragraph (d) of
Section 3.7, no payment or adjustment shall be made upon any conversion or
exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange, or on account of any dividends on the Equity Securities
of the Company issued upon such conversion or exchange if the record date for
the payment of such dividends occurs prior to or on the date on which such
conversion or exchange shall be deemed to have been effected.

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hereby) so surrendered. If, except for the provisions of this Section 14.3,
any Holder of a Security or Securities would be entitled to a fractional share
of any Equity Security of the Company upon the conversion or exchange of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Equity Security is listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the last reported sale price regular way on the principal exchange where such
Equity Security is listed or admitted, on the last trading day prior to the
date of conversion or exchange upon which such a sale shall have been effected,
(ii) if such Equity Security is not at the time so listed or admitted on a
national securities exchange but is quoted on the National Market System of the
National Association of Securities Dealers, Inc. ("NASDAQ"), on the basis of
the average of the bid and asked prices of such Equity Security on NASDAQ on
the last trading day prior to the date of conversion or exchange, (iii) if such
Equity Security is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange or quoted on NASDAQ, on the basis
of the average of the bid and asked prices of such Equity Security in the
over-the- counter market, on the last trading day prior to the date of
conversion or exchange, as reported by the National Quotation Bureau
Incorporated or similar organization if the National Quotation Bureau
Incorporated is no longer reporting such information, or (iv) in accordance
with the terms of the supplemental indenture or Board Resolutions setting the
terms of the Securities of such series. For purposes of this Section, "trading
day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than
any day on which the applicable Equity Security is not traded or quoted on a
national securities exchange, or if the applicable Equity Security is not
traded or quoted on a national securities exchange, on NASDAQ or the principal
exchange or market on which the applicable Equity Security is traded or quoted.

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similar transaction shall be determined, in accordance with the terms of the
supplemental indenture or Board Resolutions setting the terms of the Securities
of such series.

Whenever the conversion or exchange price is adjusted, the
Company shall compute the adjusted conversion or exchange price in accordance
with the terms of the applicable Board Resolution or supplemental indenture and
shall prepare an Officers' Certificate setting forth the adjusted conversion or
exchange price and showing in reasonable detail the facts upon which such
adjustment is based. Whenever the securities, assets or other property into or
for which Securities of any series may be converted or exchanged are changed as
a result of any consolidation, merger or similar transaction, the Company shall
determine the nature and amount of such securities, assets or other property in
accordance with the terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officer's Certificate describing such
securities, assets or other property and stating the amount of such securities,
assets or other property into or for which such Securities have become
convertible or exchangeable. Such certificates shall forthwith be filed at
each office or agency maintained for the purpose of conversion or exchange of
Securities pursuant to Section 9.2 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion or
exchange price or describing such securities, assets or other property, as
applicable, to be mailed, first class postage prepaid, to each Holder of
Registered Securities of such series at its address appearing on the Register
and to any conversion or exchange agent other than the Trustee.

Section 14.5. Notice of Certain Corporate Actions. If any
series of Securities which are directly or indirectly convertible or
exchangeable for any Equity Securities are Outstanding, in case:

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any other rights (other than any such grant for which approval of any
stockholder of the Company is required); or

(d) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

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Section 14.7. Payment of Certain Taxes Upon Conversion or
Exchange. The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of its Equity Securities on conversion or
exchange of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of its Equity Securities in a name other
than that of the Holder of the Security or Securities to be converted or
exchanged, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has
been paid.

Section 14.8. Duties of Trustee Regarding Conversion or
Exchange. Neither the Trustee nor any conversion or exchange agent shall at
any time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Equity Securities of the
Company to determine whether any facts exist which may require any adjustment
of the conversion or exchange price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture, any resolutions of the Board of
Directors or written instrument executed by one or more officers of the Company
provided to be employed in making the same. Neither the Trustee nor any
conversion or exchange agent shall be accountable with respect to the validity
or value (or the kind or amount) of any Equity Securities of the Company, or of
any securities or property, which may at any time be issued or delivered upon
the conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 6.1, neither the Trustee nor any
conversion or exchange agent shall be responsible for any failure of the
Company to issue, transfer or deliver any of its Equity Securities or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or exchange or to comply with any of the
covenants of the Company contained in this Article 14 or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company.

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principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for any sinking fund referred to in
Article 12 hereof) and which shall not be required for such purposes because of
the conversion or exchange of such Securities as provided in this Article 14
shall after such conversion or exchange be repaid to the Company by the Trustee
upon the Company's written request by Company Request.

ARTICLE 15

Subordination

Section 15.1. Agreement to Subordinate. The Company
covenants and agrees, and each Holder of a Security by accepting a Security
covenants and agrees, that, unless otherwise specified as contemplated by
Section 3.1, the indebtedness evidenced by the Securities is expressly
subordinated in right of payment, to the extent and in the manner provided in
this Article, to the prior payment in full of all Senior Debt, and that these
subordination provisions are for the benefit of the holders of Senior Debt.

Each Holder of a Security authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate, in the
sole discretion of the Trustee, to acknowledge or effectuate the subordination
between the Holders of Securities and the holders of the Senior Debt as
provided in this Article 15 and appoints the Trustee its attorney-in-fact for
any and all such purposes.

Section 15.2. Liquidation; Dissolution; Bankruptcy. Upon
any distribution or payment to creditors of the Company in a voluntary or
involuntary liquidation or dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

(1) holders of Senior Debt shall be entitled to receive
payment in full of the principal of and interest (including interest
as provided for in the agreement governing such Senior Debt which
accrues after the commencement of any such proceeding, whether or not
allowed as a claim in any such proceeding) on, and other amounts then
payable on, the Senior Debt, or such payment shall have been duly
provided for, before Holders of Securities of any series shall be
entitled

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to receive any payment (other than in the form of Permitted Junior
Securities (as defined below)) of principal of or interest on, or other
amounts on or in respect of, the Securities of such series; and

(2) until the Senior Debt is paid in full, or such
payment has been duly provided for, any payment or distribution to
which Holders of Securities would be entitled but for this Article
shall be made to holders of Senior Debt, as their interests may
appear; provided, however, that, in the event that any payment of
principal of or interest on the Securities is ordered or decreed by a
court of competent jurisdiction in a reorganization proceeding under
any applicable law, which order or decree gives effect to the
provisions herein set forth for the subordination of the Securities to
Senior Debt, the Trustee shall be authorized to make such payment of
principal of or interest on the Securities, in accordance with the
terms and conditions of the order or decree.

Upon any distribution of assets of the Company referred to in
this Article, the Trustee and the Holders of Securities shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such proceedings are pending for the purpose of ascertaining the identity of
Persons entitled to participate in such distribution, the holders of the Senior
Debt, the amount thereof or payable thereon and all other facts pertinent
thereto or to this Article, and the Trustee and the Holders of Securities shall
be entitled to rely upon a certificate of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of
Securities for the purpose of ascertaining the identity of Persons entitled to
participate in such distribution, the holders of the Senior Debt, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article; provided, however,
that the foregoing shall apply only if such court, trustee, liquidating trustee
or other Person has been fully apprised of the provisions of this Article 15.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person, as a holder of Senior Debt,
to participate in any payment or distribution pursuant to this Section 15.2,
the Trustee may request such Person (at the expense of the Holders of
Securities) to furnish evidence to the reasonable satisfaction of the Trustee,
acting in good faith, as to the amount of such Senior Debt held by such Person,
as to the extent to which such Person is entitled to participate in

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such payment or distribution, and as to other facts pertinent to the rights of
such Person under this Section, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive payment.

For purposes of this Article 15, a distribution may consist of
cash, securities or other property, by setoff or otherwise, provided that, for
purposes of this Article 15 only, the words "cash, securities or other
property" shall not be deemed to include Permitted Junior Securities. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale,
transfer or lease of its properties and assets as or substantially as an
entirety to another Person upon the terms and conditions set forth in Article 7
shall not be deemed a dissolution, winding-up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and
liabilities of the Company for the purposes of this Section if the entity
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale, transfer or lease such properties and assets as or
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, sale, transfer or lease, comply with the conditions set
forth in Article 7.

Section 15.3. Default on Senior Debt. (a) Upon (i) the
maturity of any Senior Debt by lapse of time, acceleration or otherwise and
(ii) receipt by the Trustee of written notice of such maturity, all principal
thereof and interest thereon and other amounts then due in connection therewith
shall first be paid in full, or such payment shall have been duly provided for,
before any payment (other than in the form of Permitted Junior Securities) is
made by the Company or any Person acting on behalf of the Company: (i) on
account of the principal of or interest on, or other amounts on or in respect
of, the Securities; (ii) to acquire any of the Securities for cash or property;
or (iii) on account of the redemption provisions of the Securities.

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(b) No payment of the type referred to in clause (i),
(ii) or (iii) of Section 15.3(a) in respect of the Securities shall be made if
(i) at the time of such payment, there exists a default in payment of all or
any portion of the principal of or any interest on any Senior Debt (a "Payment
Default") and such Payment Default shall not have been cured or waived in
writing or the benefits of this sentence waived in writing by or on behalf of
the holders of such Senior Debt, and (ii) the Trustee shall have received
written notice of such Payment Default. In addition, during the continuance of
any event of default (other than a Payment Default) with respect to the Credit
Agreement, as such event of default is defined therein, permitting the lenders
or their Representative to accelerate the maturity thereof and upon written
notice thereof given to the Trustee, with a copy to the Company (the delivery
of which shall not affect the validity of the notice to the Trustee), by the
Representative of the lenders under the Credit Agreement, then, unless and
until such event of default shall have been cured or waived or shall have
ceased to exist, no payment shall be made by the Company with respect to the
principal of or interest on, or other amounts on or in respect of, the
Securities or to acquire any of the Securities or on account of the redemption
provisions of the Securities; provided, however, that if the lenders under the
Credit Agreement or their Representative have not declared the loans then
outstanding under the Credit Agreement to be immediately due and payable within
180 days after the occurrence of such event of default (or have declared such
Senior Debt to be immediately due and payable and within such period have
rescinded such declaration of acceleration), then the Company shall resume
making any and all required payments in respect of the Securities (including
any missed payments).

Notwithstanding any other provisions of this Article 15 or any
other provision of this Indenture, only one payment blockage period under the
second sentence of this Section 15.3(b) may be commenced within any consecutive
365-day period with respect to the Securities. For all purposes of this
Article 15, no event of default which existed or was continuing on the date of
the commencement of any 180-day payment blockage period with respect to the
Senior Debt under the Credit Agreement shall be, or be made, the basis for the
commencement of a second payment blockage period by the Representative of the
lenders under the Credit Agreement, whether or not within a period of 365
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days

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(and, in the case of any such waiver, no payment shall have been made by the
Company to the lenders under the Credit Agreement in connection with such
waiver other than amounts due pursuant to the terms of the Credit Agreement as
in effect at the time of such default).

(c) In the event that notwithstanding the provisions of
this Section 15.3, the Company shall make any payment to the Trustee on account
of the principal of or interest on, or other amounts on or in respect of, the
Securities or to acquire any Securities or on account of their redemption
provisions, in violation of this Section 15.3, then, unless and until the
holders of the applicable Senior Debt shall have been paid in full, or such
payment shall have been duly provided for, as provided in this Section 15.3, or
the default, event of default or declaration giving rise to such payment right
shall have been cured, waived or rescinded or shall have ceased to exist, such
payment by the Company (subject to the provisions of Sections 15.4(b) and
Section 15.10) shall be held by the Trustee, in trust for the benefit of the
holders of Senior Debt entitled thereto, and shall be paid forthwith over and
delivered to such holders, pro rata as to each of such holders on the basis of
the respective amounts of Senior Debt held by them, or their respective
Representatives or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in
accordance with this Article 15, after giving effect to any concurrent payment
or distribution or provision therefor to or for the holders of Senior Debt.
Subject to Section 15.4, if a payment is made to Holders of Securities that,
because of this Section 15.3, should not have been made to them, the Holders of
Securities who receive such payment shall hold it in trust for the holders of
Senior Debt entitled thereto and forthwith pay it over to them as their
interests may appear.

(d) The Company covenants that it will, upon request of
the Trustee, deliver an Officers' Certificate showing in reasonable detail the
Senior Debt outstanding as of the date of such Officers' Certificate and the
Representative of each class of Senior Debt. The Trustee may conclusively rely
thereon except to the extent that it shall have received, from the
Representative of any class of Senior Debt, notice in writing controverting any
of the statements made therein.

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Not less than 10 days prior to making any distribution in
respect of Senior Debt pursuant to this Section 15.3, the Trustee shall deliver
to each Representative of any class of Senior Debt copies of the most recent
Officers' Certificate filed with it by the Company pursuant to the foregoing
clause.

(e) In the event that the Securities of any series are
declared due and payable before their Stated Maturity in accordance with
Article 5 hereof, then and in such event the holders of the Senior Debt
outstanding at the time Securities of any series so become due and payable
shall be entitled to receive payment in full of all amounts then due on or in
respect of such Senior Debt (whether or not an event of default has occurred
thereunder or such Senior Debt is, or has been declared to be, due and payable
prior to the date on which it otherwise would have become due and payable), or
such payment shall have been duly provided for, before the Holders of such
Securities are entitled to receive payment on account of the Securities.

Section 15.4. Securities May Be Paid Prior to Dissolution,
Etc. Nothing contained in this Article 15 or elsewhere in this Indenture, or
in any of the Securities, shall prevent (a) the Company, at any time except (i)
during the pendency of any insolvency, bankruptcy, dissolution, receivership,
liquidation, reorganization or similar proceedings, (ii) upon the maturity of
any Senior Debt, (iii) during the continuance of any Payment Default, (iv)
during any 180-day period specified in Section 15.3(b) or (v) in the event that
the Securities of any series are declared due and payable before their Stated
Maturity, from making payments at any time of principal of or interest on, or
other amounts on or in respect of, the Securities or (b) the application by the
Trustee or any Paying Agent of any money or securities, deposited with the
Trustee or such Paying Agent for the purpose of paying any principal of or
interest on the Securities, to the payment of such principal or interest, or
the retention of such payment by the Holders of such Securities, if, at the
time of such application by the Trustee or such Paying Agent, the 180-day
period referred to in Section 15.3(b) shall have lapsed or the Trustee shall
not have been notified by the Company, any holder of Senior Debt or any
Representative thereof of the occurrence of any event as a result of which such
payment would have been prohibited by the provisions of this Article.

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Section 15.5. Notices by Company. The Company shall
promptly notify the Trustee and each Paying Agent of any facts known to the
Company that would cause a payment of principal of or interest on the
Securities to violate this Article 15, but failure to give such notice shall
not affect the subordination of the Securities to Senior Debt as provided in
this Article 15.

Section 15.6. Subrogation. Subject to the payment in full
of all Senior Debt, or the due provision for such payment, Holders of
Securities shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to
Senior Debt to substantially the same extent as the Securities are subordinated
to Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of Senior Debt) to the rights of
holders of Senior Debt to receive payments or distributions applicable to
Senior Debt, to the extent that payments or distributions otherwise payable to
Holders of Securities have been applied to the payment of Senior Debt, until
all of the principal of and interest on the Securities shall be paid in full.
For purposes of such subrogation, a payment or distribution made under this
Article 15 to holders of Senior Debt which otherwise would have been made to
Holders of Securities, is not, as between the Company, its creditors other than
the holders of such Senior Debt and the Holders of Securities, payment by the
Company on such Senior Debt.

Section 15.7. Relative Rights. This Article defines the
relative rights of Holders of Securities and holders of Senior Debt. Nothing
in this Indenture shall:

(1) impair, as between the Company and the Holders of
Securities, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest on the Securities in
accordance with their terms;

(2) affect the relative rights of Holders of Securities
and creditors of the Company other than holders of Senior Debt; or

(3) prevent the Trustee or any Holder of a Security from
exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders of Senior Debt to receive
distributions otherwise payable to Holders of Securities.

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If the Company fails because of this Article 15 to pay
principal of or interest on a Security on the due date or upon the acceleration
thereof, the failure is still a Default or Event of Default.

Section 15.8. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

Section 15.9. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their respective
Representatives.

Section 15.10. Rights of Trustee and Paying Agent. The
Trustee and each Paying Agent may continue to make payments on the Securities
and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payment unless, not less than two Business Days
prior to the date of any such payment, the Trustee receives written notice
reasonably satisfactory to it that payments may not be made under this Article
15. Only the Company, a Representative (satisfactorily identified to the
Trustee) or a holder of an issue of Senior Debt that has no Representative
(satisfactorily identified to the Trustee) may give such notice. Prior to the
receipt of such notice, the Trustee and each Paying Agent shall be entitled in
all respects to assume that no such facts exist. In any case, the Trustee
shall have no responsibility to the holders of Senior Debt for payments made to
Holders of Securities by the Company or any Paying Agent unless such payments
are made at the direction of the Trustee.

Except to the extent of payments held in trust under Section
15.3(c) hereof, neither the Trustee nor any Paying Agent shall be deemed to owe
any fiduciary duty to the holders of Senior Debt. The Trustee shall not be
under any duty or obligation to take any action at the request or for the
benefit of holders of Senior Debt which, in the Trustee's opinion, shall be
likely to involve it in any expense or liability, if there are reasonable
grounds for believing that a repayment of such expense or liability is not
reasonably assured to it, unless one or more holders of Senior Debt shall, as
often as may be required by the

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Trustee, furnish indemnity satisfactory to the Trustee against such expense or
liability.

The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee.

Section 15.11. Certain Conversions or Exchanges Deemed
Payment. For the purposes of this Article only, (a) the issuance and delivery
of Permitted Junior Securities upon conversion or exchange of Securities in
accordance with Article 14 shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest on
securities or on account of the purchase or other acquisition of Securities,
and (b) the payment, issuance or delivery of cash,securities or other property
(other than Permitted Junior Securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section, the term "Permitted Junior
Securities" means (i) shares of any stock of any class of the Company or any
successor entity and (ii) other securities of the Company or any successor
entity that are subordinated in right of payment to all Senior Debt that may
be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Debt and the Holders of the Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert or exchange such
Security in accordance with Article 14.

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IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

MAPCO INC.

By: /s/ ROBERT G. SACHSE
------------------------------------
Name: Robert G. Sachse
Title: Executive Vice President
Chief Operating Officer

[Seal]

Attest:

/s/ JAMES N. CUNDIFF
- -----------------------------------
Name: James N. Cundiff
Title: Assistant Secretary

THE FIRST NATIONAL BANK
OF CHICAGO

By: /s/ JOHN R. PRENDIVILLE
-----------------------------------
Name: John R. Prendiville
Title: Vice President

[Seal]

Attest:

/s/ RICHARD D. MANELLA
- -----------------------------------
Name: Richard D. Manella
Title: Vice President

117

<PAGE> 1
EXHIBIT 5.1

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000

February 25, 1997

MAPCO Inc.
1800 South Baltimore Avenue
Tulsa, Oklahoma 74119

MAPCO Inc.
Registration Statement on Form S-3
(Registration No. 333-20837)
---------------------------------

Ladies and Gentlemen:

We have acted as counsel to MAPCO Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of the Company's Registration Statement on
Form S-3 (Registration No. 333-20837) and Amendment No. 1 to the Registration
Statement (collectively, the "Registration Statement"), and the prospectus
included therein (the "Prospectus"), relating to the proposed issuance of (i)
debt securities of the Company (the "Debt Securities") to be issued pursuant to
either the Senior
<PAGE> 2
MAPCO Inc. 2 February 25, 1997

Indenture (the "Senior Indenture," and Debt Securities issued thereunder and
pursuant to the Registration Statement being referred to herein as the "Senior
Debt Securities") to be entered into by the Company and The First National
Bank of Chicago, as trustee (the "Senior Trustee") or the Subordinated
Indenture (the "Subordinated Indenture," and Debt Securities issued thereunder
and pursuant to the Registration Statement being referred to herein as the
"Subordinated Debt Securities") to be entered into by the Company and The First
National Bank of Chicago, as trustee (the "Subordinated Trustee"), (ii) shares
of preferred stock of the Company, no par value per share (the "Preferred
Stock"), which may be issued in fractional interests of shares of preferred
stock in the form of depositary shares and evidenced by depositary receipts
pursuant to the Registration Statement, (iii) shares of common stock of the
Company, par value $1.00 per share (the "Common Stock"), and (iv) warrants to
purchase securities of the Company as shall be designated by the Company at the
time of the offering (the "Warrants"), in amounts, at prices and on terms to be
determined at the time of offering. (The Debt Securities, Preferred Stock,
Common Stock and Warrants are collectively called the "Securities.")

The Securities offered pursuant to the Prospectus may be issued
in one or more series or issuances and will be limited to U.S.$500,000,000
aggregate public offering price (or, in the case of Debt Securities, its
equivalent (based on the applicable exchange rate at the time of issue) if
issued with principal amounts denominated in one or more foreign currencies, or
such greater amount if issued at an original issue discount, as shall result in
aggregate proceeds of U.S.$500,000,000 to the Company).

In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents and other
<PAGE> 3
MAPCO Inc. 3 February 25, 1997

instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.

Based on the foregoing, we are of the following opinion:

1. The Company is validly existing as a corporation in good
standing under the laws of the State of Delaware.

2. When (i) the issuance, execution and delivery by the Company
of any of the Senior Debt Securities shall have been duly authorized by
all necessary corporate action of the Company and (ii) such Senior Debt
Securities shall have been duly executed and delivered by the Company,
authenticated by the Senior Trustee and sold as contemplated by each of
the Registration Statement, the Prospectus, any prospectus supplement
relating to such Senior Debt Securities and the Senior Indenture and, if
issued upon the exercise of any Warrants, as contemplated by the terms
thereof and of the Warrant Agreement relating thereto, assuming that the
terms of such Senior Debt Securities are in compliance with then
applicable law, such Senior Debt Securities will be validly issued and
will constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the rights of creditors generally and by
general principles of equity (whether considered in a proceeding at law
or equity).

3. When (i) the issuance, execution and delivery by the Company
of any of the Subordinated Debt Securities shall have been duly
authorized by all
<PAGE> 4
MAPCO Inc. 4 February 25, 1997

necessary corporate action of the Company and (ii) such Subordinated
Debt Securities shall have been duly executed and delivered by the
Company, authenticated by the Subordinated Trustee and sold as
contemplated by each of the Registration Statement, the Prospectus, any
prospectus supplement relating to such Subordinated Debt Securities and
the Subordinated Indenture and, if issued upon the exercise of any
Warrants, as contemplated by the terms thereof and of the Warrant
Agreement relating thereto, assuming that the terms of such Subordinated
Debt Securities are in compliance with then applicable law, such
Subordinated Debt Securities will be validly issued and will constitute
valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights of creditors generally and by general
principles of equity (whether considered in a proceeding at law or
equity).

4. When (i) the terms of the Preferred Stock and of its issuance
and sale have been duly established in conformity with the Company's
Restated Certificate of Incorporation and By-laws and authorized by all
necessary corporate action of the Company, (ii) a Certificate of
Designation fixing and determining the terms of the Preferred Stock has
been filed with the Secretary of State of the State of Delaware and
(iii) the shares of Preferred Stock have been duly executed, issued and
delivered as contemplated by each of the Registration Statement, the
Prospectus and any prospectus supplement relating thereto and paid for
with the consideration fixed therefor by the Board of Directors or a
duly authorized committee thereof, and, if issued upon the exercise of
any Warrants, as contemplated by the terms thereof and of the Warrant
Agreement relating

<PAGE> 5
MAPCO Inc. 5 February 25, 1997

thereto, assuming that the terms of such Preferred Stock are in
compliance with then applicable law, the Preferred Stock will be duly
authorized, validly issued, fully paid and nonassessable.

5. When (i) the terms of the issuance and sale of the Common
Stock have been duly authorized by all necessary corporate action of the
Company and (ii) the shares of Common Stock have been duly executed,
issued and delivered as contemplated by each of the Registration
Statement, the Prospectus and any prospectus supplement relating thereto
and paid for with the consideration fixed therefor by the Board
of Directors or a duly authorized committee thereof, and, if issued upon
the exercise of any Warrants, as contemplated by the terms thereof and
of the Warrant Agreement relating thereto, assuming that the Company has
reserved for issuance the requisite number of shares of Common Stock,
the Common Stock will be duly authorized, validly issued, fully paid and
nonassessable.

6. When (i) the issuance, execution and delivery by the Company
of any of the Warrants shall have been duly authorized by all necessary
corporate action of the Company, (ii) the Warrant Agreement relating
thereto shall have been executed and delivered by the respective parties
thereto and (iii) such Warrants shall have been duly executed and
delivered by the Company, countersigned by the Warrant Agent and sold as
contemplated by each of the Registration Statement, the Prospectus, any
prospectus supplement or supplements relating to such Warrants and the
Warrant Agreement relating thereto, assuming that the terms of such
Warrants are in compliance with then applicable law, such Warrants will
be validly issued and will be enforceable against the Company in
accordance with their terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of
equity (whether considered in a proceeding at law or equity).
<PAGE> 6
MAPCO Inc. 6 February 25, 1997

We are members of the Bar of the State of New York and no opinion
is expressed herein as to any laws other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and the federal laws
of the United States.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ DEBEVOISE & PLIMPTON

<PAGE> 1

EXHIBIT 12.1

MAPCO INC. AND CONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(IN MILLIONS)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings as defined:
Income from continuing operations
before provision for income taxes
and minority interest.............. $214.4 $105.9 $ 80.9 $156.2 $109.3
Fixed charges......................... 63.1 65.7 59.6 54.9 58.8
Capitalized interest included in fixed
charges............................ (.5) (1.7) (2.8) (2.0)
Amortization of capitalized
interest........................... 2.1 2.5 2.5 2.4 2.3
------ ------ ------ ------ ------
Total......................... $279.1 $172.4 $143.0 $210.7 $168.4
====== ====== ====== ====== ======
Fixed charges as defined:
Interest and debt expense (includes
amortization of debt expense and
discount).......................... $ 57.5 $ 58.4 $ 53.5 $ 46.7 $ 51.1
Capitalized interest.................. .5 1.7 2.8 2.0
Portion of rentals representative of
the interest factor................ 5.1 5.6 6.1 5.4 5.7
------ ------ ------ ------ ------
Total......................... $ 63.1 $ 65.7 $ 59.6 $ 54.9 $ 58.8
====== ====== ====== ====== ======
Ratio of earnings to fixed charges...... 4.4 2.6 2.4 3.8 2.9
====== ====== ====== ====== ======
</TABLE>

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-20837 of MAPCO Inc. on Form S-3 of our report
dated January 27, 1997 (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to certain litigation to which the
Company is a defendant and an explanatory paragraph concerning MAPCO Inc.'s
change during 1995 in its method of accounting for the impairment of long-lived
assets to be disposed of to conform with Statement of Financial Accounting
Standards No. 121), appearing in the Annual Report on Form 10-K of MAPCO Inc.
for the year ended December 31, 1996 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

DELOITTE & TOUCHE LLP
Tulsa, Oklahoma

February 25, 1997